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HomeMy WebLinkAbout033550 ORD - 01/14/2025Ordinance disannexing approximately 129.44 acres of land in between Interstate Highway 37 and Industrial District No. 1; amending the boundaries of Industrial District No. 1 to include the disannexed area; and approving Industrial District Agreement with Flint Hills Resources Corpus Christi, LLC, Koch Refining Co LP, and Osage Power Inc requiring payment in lieu of taxes in the amount of 100% of the ad valorem taxes that would be due if the property remained in the City. WHEREAS, under Texas Local Government Code Chapter 42, Section 42.044, the Governing body of any city has the right, power, and authority to designate any part of the area located in its extraterritorial jurisdiction as an Industrial District, and to treat such area from time to time as such governing body may deem to be in the best interest of the City; and WHEREAS, included in such rights and powers of the governing body of any city is the permissive right and power to enter into written agreements with the owner or owners of land in the extraterritorial jurisdiction of a city to guarantee the continuation of the extraterritorial status of such land, and immunity from annexation by the city for a period of time, and other such terms and considerations as the parties might deem appropriate; and WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas (the " City"), to adopt reasonable measures permitted by law that will tend to enhance the economic stability and growth of the City and its environs by attracting the location of new and the expansion of existing industries therein as being in the best interest of the City and its citizens; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the City of Corpus Christi has enacted Ordinance No. 15898, approved November 26, 1980, as amended, indicating its willingness to enter into industrial district agreements with industries located within its extraterritorial jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1; and WHEREAS, the City of Corpus Christi has enacted Ordinance No. 029958, approved September 17, 2013, as amended, which reestablished the boundaries of the land areas known as 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", herein collectively called "Industrial Districts;" and WHEREAS, the City of Corpus Christi has enacted Ordinance No. 033448, approved September 30, 2024, reestablishing the boundaries of the land areas known as "Industrial District No. 1 and WHEREAS, Flint Hills Resources Corpus Christi, LLC, Koch Refining Co LP, and Osage Power Inc owns 129.44 acres of land that is currently within the City limit boundary 03355 SCANNED and wishes to have the entire parcel added to an Industrial District Agreement ("IDA"); and WHEREAS, in order to add the specified land owned by Flint Hills to Industrial District No. 1, the City must disannex the 129.44 acres of land that is within the City limits from the City boundaries, as authorized by Texas Local Government Code Section 43.142 and Article 1, Section 2 of the City Charter, and adjust the boundaries of Industrial District No. 1 to include that land; and WHEREAS, Flint Hills has agreed to enter into an IDA that will commit to making payment in lieu of tax payments in the amount of 100 percent of ad valorem taxes that would be due for the parcels were they inside city boundaries, and the City Council has determined that this arrangement would best serve the public's health, necessity, and convenience and the general welfare of the City and its citizens. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The findings contained in the preamble of this Ordinance are determined to be true and correct and are hereby adopted as a part of this Ordinance. SECTION 2. Approximately 129.44 acres of land, as depicted in Exhibit 1 and described in Exhibit 2 attached hereto, excluding City streets and right of way, is disannexed from the city limits of the City of Corpus Christi, Texas, pursuant to and in accordance with provisions and procedures of Texas Local Government Code Chapter 43 and City Charter Article 1. Adjacent city streets and public rights -of -way are not subject to disannexation and remain in the city limits. Adjacent city streets and public rights -of -way include portions of Up River Road, Suntide Road, Tuloso Road, and N Clarkwood Road. SECTION 3. The official map and boundaries of the City of Corpus Christi, Texas, are adjusted to exclude that property comprising the above -referenced tracts of land. SECTION 4. The City Council designates the approximately 129.44 acres of land disannexed, as depicted in Exhibit 1 and described in Exhibit 2 attached hereto, an industrial district. SECTION 4. Ordinance 033448 is amended to add the property as depicted in Exhibit 1 and described in Exhibit 2 attached hereto to the boundaries of Industrial District No. 1 SECTION 5. The City Council approves and authorizes the City to enter into an Industrial District Agreement with property owners of said disannexed land, which requires property owners to make payment in lieu of tax payments in the amount of 100 percent of ad valorem taxes that would be due for the parcels were they inside city boundaries, and to file such agreement in the official records of Nueces County. Said Industrial District Agreement is attached in substantial form as Exhibit 3. The City Manager or designee is hereby authorized to execute such documents and all related documents on behalf of the City of Corpus Christi. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. SECTION 6. If Section 4, Section 5, or the attached Industrial District Agreement is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, then this ordinance shall be void and no longer in effect. If any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance. SECTION 7. The City Secretary is hereby directed to file a certified copy of this ordinance with the County Clerk of Nueces County, Texas. SECTION 8. This ordinance is effective upon passage on the second reading. I .. ced and voted on the to' dayy of O 9"\O-V , 2024. PASS: D and APP' + ED on the t L}1h day of —3-c ,c,,�� , 2025. ATTE Paulette Guajardo ayorP' Rebecca Huerta, City Secretary 033550 '- EXHIBIT 1 L Morrow Dr Hunanaloo Dr Paula Dr Midas Dr SrdI6 S'\ Pt,�4 0 Tract#12 Flint Hills - Requested'-Dis-Annexation Tracts_ T act#10 ass Tract Tract Transportation Network Interstate US Highway Stale Rahway County Rad Local Road Legend - TraCls 01-15' cey una+a an OE.-Aruresaaa ®Industrial Darnel #1 _ Nuecea Count' Note. Spatial depictions of Tracts #1-15 are based upon 2020 NCAD Parcel bounds NOT provided Metes and Bounds. Tract #5 Douglas Dr ( 1 EXHIBIT 2 DEVELOPMENT, LLC ENGINEERING DIVISION 9510 leopard SI. Corpus Cisrisli, TX 78409 www.govind developmenl.com Nice: (361) 241.2777 Fax: (364) 241.2200 METES AND BOUNDS DESCRIPTION OF AREA 1 8.173 ACRE TRACT Being 8.173 acres of land, more or less, being all of Lot 1 Block 1 of Hunter Industrial Park recorded in Volume 43, Page 128, Map Records Nueces County, Texas, and said 8.173 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract and said Lot 1, said corner being on the south right of way line of Up River Road; Thence S 00-28-34 E with the east boundary line of this tract and said Lot 1, 953.74 feet, to the southeast corner of this tract and said Lot 1, said corner being on the north right of way line of Interstate Highway 37; Thence N 64-47-27 W with the south boundary line of this tract and said Lot 1, the same being the north right of way line of Interstate Highway 37, 389.39 feet, to a corner of this tract and said Lot 1 Thence N 20-24-32 W and continuing with the north right of way line of Interstate Highway 37, 114.02 feet, to a corner of this tract and said corner being at the intersection with the east right of way line of Suntide Road; Thence N 00-48-20 E with the west boundary line of this tract and said Lot 1, the same being the east right of way line of Suntide Road, 789.66 feet, to a corner of this tract and said Lot 1; Thence N 56-16-38 E 45.35 feet, to a corner of this tract and Said Lot 1 being on the south right of way line of Up River Road; Thence S 68-15-14 E with the north boundary line of this tract and said Lot 1, the same being the south right of way line of Up River Road, 361.01 feet, to the POINT OF BEGINNING and containing 8.173 acres of land, more or less. Notes: 1. Bearings based on Plat recorded in Volume 43, Page 128, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/30/2021 EXHIBIT 2 DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard St. Corpus Christi, TX 78409 www.govinddevef op ment.com Office: (361) 241.2777• Fax: (361) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 2 5.962 ACRE TRACT Being 5.962 acres of land, more or less, being all of 5.962 acres recorded in Document #2010040428, Page 116, Official Public Records Nueces County, Texas, and this 5.962 acre tract being more particularly described by metes and bounds as follows; Beginning at the upper northwest corner of this tract, said corner being on the south right of way line of Up River Road; Thence S 66-54-59 E with the north boundary line of this tract and said 5.962 acre tract, same being the south right of way line of Up River Road, 474.01 feet, to the upper northeast corner of this tract and said 5.962 acre tract; Thence S 26-27-56 E with the right of way cutback, 72.53 feet, to the lower northeast corner of this tract and said 5.962 acre tract, said corner being on the west right of way line of Suntide Road; Thence S 00-49-56 W with the east boundary line of this tract and said 5.962 acre tract, the same being the west right of way line of Suntide Road, 483.74 feet, to the southeast corner of this tract; Thence N 72-47-33 W with the south boundary line of this tract and said 5.962 acre tract, 468.42 feet, to the lower southwest corner of this tract; Thence N 08-11-44 W with the west line of this tract, and of said 5.962 acre tract, 57.58 feet, to the upper southwest corner of this tract; Thence N 00-36-21 W with the west boundary line of this tract, 538.93 feet, to the POINT OF BEGINNING and containing 5.962 acres of land, more or less. In addition, the entire right of way of Up River Road described as follows: Beginning at the northwest corner of Area 2 described above for the southwest corner of this tract, thence N 23-05-01 E and crossing Up River Road to the north right of way of Up River Road for the northwest corner of this tract, said corner being on the south boundary of Westend Heights Subdivision recorded in Volume 15, Page 4, Map Records of Nueces County, Texas; Thence S 00-49-56 W and crossing Up River Road to a corner of the above described Area 2; Thence N 26-27-56 W with the south right of way cut -back line of Up River Road, 72.53 feet, to a corner; Thence N 66-54-59 W with the south right of way line of Up River Road, 474.01 feet, to the point of beginning. Notes: 1. Bearings based on Document #2010040428, Offical Public Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 05/20/2021 Rev. 11/30/2021 Rev. 1/6/2022 EXHIBIT 2 IbVIND DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard St. Corpus CDsisli, TX 78409 www.govinddevelopmeni.com Office: (361) 241-2777 Fax: (361) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 3 13.94 ACRE TRACT Being 13.94 acres of land, more or less, being all of Westend Heights Subdivision recorded in Volume 15, Page 4 Map Records Nueces County, Texas, and said 13.94 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract, said corner being the northeast corner of Lot 2, Block 2 of said subdivision and being on the west right of way line of Suntide Road; Thence S 00-25-00 E with the east boundary line of this tract and said subdivision and said west right of way line of Suntide Road, 1185.72 feet, to the southeast corner of this tract, said corner being the southeast corner of Retail Lot A, Block 1 of said subdivision and also being the intersection of the west right of way line of Suntide Road with the north right of way line of Up River Road; Thence N 66-15-00 W with the south boundary line of this tract and said subdivision, the same being the north right of way line of Up River Road, 629.72 feet, to the southwest corner of this tract and Retail Lot A Block 2 of said subdivision; Thence N 00-25-00 W with the west boundary line of this tract and said subdivision, 927.92 feet, to the northwest corner of this tract and Lot 6, Block 2 of said subdivision; Thence N 89-35-00 E with the north boundary line of this tract and said subdivision, 574.53 feet, to the POINT OF BEGINNING and containing 13.94 acres of land, more or less. Notes: 1. Bearings based on Plat recorded in Volume 15, Page 4, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/30/2021 EXHIBIT 2 *VINU DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Christi, TX 78409 www.goviiiddevelopmenl.com Office: (361) 241-2777 Fax: (364) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 5 2.37 ACRE TRACT Being 2.37 acres of land, more or less, being all of Business Block and Lots 1 thru 5, Tuloso Road Subdivision recorded in Volume 13, Page 23, Map Records Nueces County, Texas, and this 2.37 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract and said Business Block, said corner being on the south right of way line of Up River Road and also being the northeast corner of said subdivision; Thence South with the east boundary line of this tract and said subdivision, 430.01 feet, to the southeast corner of this tract and Lot 5, the same being the northeast corner of lot 6 of said subdivision; Thence West with the south boundary line of this tract and Lot5, the same being the north boundary line of said Lot 6, 216.50 feet, to the southwest corner of this tract and said Lot 5, the same being the northwest corner of Lot 6 and said corner being on the east right of way line of Tuloso Road; Thence North with the west boundary line of this tract and said subdivision, the same being the east right of line of Tuloso Road, 525.20 feet, to the northwest corner of this tract and said Business Block, said corner being the intersection of the east right of way line of Tuloso Road and the south right of way line of Up River Road; Thence S 66-16-00 E, with the north boundary line of this tract and said subdivision, the same being the south right of way line of Up River Road, 236.50 feet, to the POINT OF BEGINNING and containing 2.37 acres of land, more or less. In addition, the entire width of right of way of Tuloso Road and Up River Road described as follows: Beginning at the interior corner of this tract, said corner being the northwest corner of the above described Area 5 and being the intersection of the south right of way line of Up River Road with the east right of way line of Tuloso Road; Thence South with the east right of way of Tuloso Road, 525.20 feet, to the southmost southeast corner of this tract; Thence West and crossing Tuloso Road to the west right of way line of Tuloso Road for the southwest corner of this tract; Thence North with the west right of way line of Tuloso Road, at approximately 525 feet pass the intersection of the west right of way line of Tuloso Road with the south right of way line with Up River Road and continue to the north right of way line of Up River Road; Thence S 66-16-00 E with the north right of way of Up River Road to the northeast corner of this tract being perpendicular to the northeast corner of the above described Area 5; Thence S 23-44-00 W with the east boundary of this tract and crossing Up River Road to the northmost southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence N 66-16-00 W with a south boundary of this tract, same being the south right of way line of Up River Road, 236.50 feet, to the point of beginning. Notes: 1. Bearings based on Plat recorded in Volume 13, Page 23, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/30/2021 Rev. 1/6/2022 EXHIBIT 2 DVIND DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Clwisli, TX 78409 www.govinddevelopmenIcom Office: (361) 241-2777 Fax: (364) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 6 1.826 ACRE TRACT Being 1.826 acres of land, more or less, being all of Lots 7 thru 10 and portions of Lots 11 thru 13, of Tuloso Road Subdivision recorded in Volume 13, Page 23, Map Records Nueces County, Texas, and this 1.826 acre tract being more particularly described by metes and bounds as follows; Beginning at the northwest corner of this tract and said Lot 7, the same being the southwest corner of Lot 6 and said corner being on the east right of way line of Tuloso Road; Thence East with the north boundary line of this tract and said Lot 7, 216.50 feet, to the northeast corner of this tract and said Lot 7, the same being the southeast corner of Lot 6 of said subdivision; Thence South with the east boundary line of this tract and said subdivision, 424.00 feet, to the southeast corner of this tract, said corner being on the north right of way line of Interstate Highway 37 and the east line of Lot 13; Thence N 62-56-39 W with the southwest boundary line of this tract, the same being the northeast right of way line of Interstate Highway 37, 206.63 feet, to a corner of this tract, said corner being on the north boundary line of Lot 12, the same being the south boundary of Lot 11; Thence N 42-51-41 W with the southwest boundary line of this tract, the same being the northeast right of way line of Interstate Highway 37, 47.75 feet, to a corner of this tract, said corner being the intersection of the north right of way line of Interstate Highway 37 with the east right of way line of Tuloso Road and the west boundary of Lot 11; Thence North with the west boundary line of this tract and said Lot 11, the same being the east right of way line of Tuloso Road, 295.00 feet, to the POINT OF BEGINNING and containing 1.826 acres of land, more or less. Notes: 1. Bearings based on Plat recorded in Volume 13, Page 23 Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11 /3 0/2021 EXHIBIT 2 DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Clwisli, TX 78409 www.govraddevelopmenl.com 01lice: (361) 241-2777 Fax: (364) 241.2200 METES AND BOUNDS DESCRIPTION OF REVISED AREA 7 10.174 ACRE TRACT Being 10.174 acres of land, more or less, being out of 14.97 acres recorded in Volume 2219, Page 354, Official Public Records Nueces County, Texas, and out of 2.24 acres recorded in Volume 2209, Page 626, Official Public Records Nueces County, Texas, and this 10.174 acre tract being more particularly described by metes and bounds as follows; Beginning at the southwest corner of this tract and said 14.97 acre tract, said corner being on the north right of way line of Interstate Highway 37; Thence N 00-41-00 E with the west boundary of this tract and said 14.97 acre tract, 535.62 feet, to a corner of this tract and said 14.97 acre tract; Thence N 00-34-10 W and continuing with the west boundary of this tract, 10.54 feet, to the lower northwest corner of this tract and said 14.97 acre tract; Thence S 66-16-00 E with a north boundary of this tract and said 14.97 acre tract, 519.39 feet, to an inside corner of this tract and said 14.97 acre tract; Thence N 00-04-00 W with a west boundary of this tract and said 14.97 acre tract, 494.58 feet, to the northwest corner of this tract and said 14.97 acre tract, said corner being on the south right of way line of Up River Road; Thence S 66-16-00 E with the upper north boundary of this tract and said 14.97 acre tract, the same being the south right of way line of Up River Road, at 60.00 feet pass the northeast corner of said 14.97 acre tract, the same being the northwest corner of the aforementioned 2.24 acre tract, in all 177.19 feet, to the upper northeast corner of this tract; Thence S 00-33-40 E with the upper east boundary of this tract, 491.70 feet, to an inside corner of this tract; Thence S 67-28-19 E with the lower north boundary line of this tract, 73.46 feet, to the lower northeast corner of this tract, same being the southeast corner of said 2.24 acre tract; Thence S 00-00-20 E with the lower east boundary of this tract, 473.47 feet, to the southeast corner of this tract, said corner being on the south boundary of said 14.97 acre tract, the same being the north right of way line of IH 37; Thence N 71-53-35 W with the south boundary of this tract and said 14.97 acre tract, the same being the north right of way line of IH 37, 670.12 feet, to a corner of this tract and said 14.97 acre tract; Thence N 72-40-54 W and continuing with the south boundary of this tract and said 14.97 acre tract, the same being the north right of way line of said IH 37, 82.92 feet, to the point of beginning and containing 10.174 acres of land, more or less. Notes: 1. Bearings based on Volume 2219, Page 354 and Volume 2209, Page 626, Official Public Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/30/2021 Rev. 06/27/2022 EXHIBIT 2 IJI/VIND LLC ENGINEERING DIVISION 9510 Leopard St Corpus Ciwisli, TX 78409 www.govinddevelopment.com 0llice: (361) 241-2777 Fax: (364) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 8 5.884 ACRE TRACT Being 5.884 acres of land, more or less, being all of 5.884 acres recorded in Document #2002001602 Official Public Records, Nueces County, Texas, and this 5.884 acre tract being more particularly described by metes and bounds as follows; Beginning at the southeast corner of this tract, said corner being on the north right of way line of Interstate Highway 37 and being northeast corner of parcel obtained for right of way in deed recorded in Volume 1038, Page 128, D.R.N.C.T.; Thence N 68-02-31 W with the south boundary line of this tract, the same being the north right of way line of Interstate Highway 37, 254.29 feet, to the southwest corner of this tract; Thence N 02-15-31 W with the west boundary line of this tract, 1033.88 feet, to the northwest corner of this tract, said corner being on the south right of way line of Up River Road; Thence S 69-06-07 E with the north boundary line of this tract, the same being the south right of line of Up River Road, 285.61 feet, to the northeast corner of this tract; Thence S 00-32-43E with the east boundary line of this tract, 1026.33 feet, to the POINT OF BEGINNING and containing 5.884 acres of land, more or less and being out of the 6.4 acre tract described as Tract 10B in Amending City Ordinance No. 16702, passed and approved by City Council on November 18, 1981. Notes: 1. Bearings based on Plat recorded in Document #2002001602 Deed Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/30/2021 EXHIBIT 2 ININD DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus (Iwisli, TX 78409 www.govfnddevefopment.com Office: (361) 241-2777 Fax: (364) 241-2200 METES AND BOUNDS DESCRIPTION OFAREA9 18.945 ACRE TRACT Being 18.945 acres of land, more or less, being all of 2.045 acres recorded in Volume 804, Page 380, Deed Records Nueces County, Texas, and all of Lot 1, Sizemore Industrial Subdivision Unit 2 recorded in Volume 46, Page 46, Map Records Nueces County, Texas and Lots 5-8, and 10-15 Block 1, Sizemore Industrial Subdivision Unit 2, recorded in Volume 46, Pages 143, Map Records Nueces County, Texas, and this 18.945 acre tract being more particularly described by metes and bounds as follows; Beginning at the northwest corner of this tract and said 2.045 acre tract, said corner being at the intersection of the east right of way line of Clarkwood Road and the south right of way line of Up River Road; Thence S 64-04-58 E with the north boundary line of this tract and said 2.045 acre tract, the same being the south right of way line of Up River Road, 327.36 feet, to a corner of this tract, the same being the northeast corner of said 2.045 acre tract and the upper northwest corner of said Lot 1; Thence S 63-03-20 E with the north boundary line of this tract and said Lot 1, same being the south right of way line of Up River Road, 278.10 feet, to a corner of this tract, the same being the northeast corner of said Lot 1 and the northwest corner of said Lot 5; Thence S 66-44-00 E with the north boundary line of this tract and said subdivision recorded Volume 46, Page 143, M.R.N.C.T, same being the south right of way line of Up River Road, 388.79 feet, to the northeast corner of this tract and said Lot 8; Thence S 00-26-09 E with the east boundary line of this tract and said Lot 8, 496.02 feet, to a corner of this tract, the same being the southeast corner of Lot 8; Thence N 64-59-10 W with the south boundary line of Lot 8, 24.71 feet, to a corner of this tract, the same being the northeast corner of said Lot 15; Thence S 02-17-40 E with the east boundary line of this tract and said Lot 15, 517.19 feet, to the southeast corner of this tract and said Lot 15, said corner being on the north right of way line of Interstate Highway 37; Thence N 64-59-10 W with the south boundary line of this tract, and said Lot 15, the same being the north right of way line of Interstate Highway 37, 329.50 feet, to a corner of this tract; Thence N 59-49-00 W with the south boundary line of this tract the same being the north right of way line of I.H. 37, at 14.63 feet pass the southwest corner of said Lot 15, in all 545.46 feet to the southwest corner of this tract and said Lot 10, said corner being on the east right of way line of Clarkwood Road; Thence N 04-49-50 W with the west boundary line of this tract and said Lot 10, the same being the east right of way line of Clarkwood Road, 606.13 feet, to an inside corner of this tract; Thence N 36-34-40 W with the southwest boundary line of this tract, the same being the northeast right of way line of Clarkwood Road, 107.55 feet, to a corner; Thence N 02-55-30 W with the west boundary line of this tract the same being the east right of way line of Clarkwood Road, at 25.56 feet pass the northwest corner of said Lot 1, the same being the southwest corner of said 2.045 acre tract, in all 321.43 feet, to the POINT OF BEGINNING and containing 18.945 acres of land, more or less. Included with this tract is the entire right of way of Up River Road fronting this tract. Notes: 1. Bearings based on Volume 804, Page 380, Records Nueces County, Texas, and Plats recorded in Volume 46, Pages 47 and 143, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/30/2021 EXHIBIT 2 D DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Christi, TX 78409 www.govinddevelopmenl. com Office: (361) 241-2777 Fax: (364) 241.2200 METES AND BOUNDS DESCRIPTION OF AREA 10 4.973 ACRE TRACT Being 4.973 acres of land, more or less, being all of Lots 1, Block 1, of Tecolote Tract recorded in Volume 55, Page 100, Map Records Nueces County, Texas, and all of a 1 acre tract and a 3.054 acre tract recorded in Document #2010040428, Official Public Records Nueces County, Texas, and this 4.973 acre tract being more particularly described by metes and bounds as follows; Beginning at the lower southeast corner of this tract and Lot 1, said corner being on the north right of way line of Up River Road; Thence N 62-47-30 W with the south boundary line of this tract and said Lot 1, same being the north right of way line of Up River Road, 66.06 feet, to a corner of this tract, said corner being the southwest corner of said Lot 1; Thence S 02-28-00 W with the west boundary line of this tract, 11.01 feet, to a corner of this tract, said corner being the southeast corner of said 3.054 acre tract; Thence N 65-06-50 W with the south boundary line of this tract and said 3.054 acre tract, same being the north boundary line of Up River Road, 237.65 feet, to a corner; Thence N 72-11-50 W with the south boundary line of this tract and said 3.054 acre tract, the same being the north right of way line of Up River Road, 61.26 feet, to the southwest corner of this tract and said 3.054 acre tract; Thence N 00-34-50 E with the west boundary line of this tract and said 3.054 acre tract, 434.48 feet, to the lower northwest corner of this tract, the same being the northwest corner of said 3.054 acre tract; Thence S 80-45-50 E with lower north boundary line of this tract, the same being the north boundary line of said 3.054 acre tract, 295.15 feet, to an inside corner of this tract, said corner being the northeast corner of said 3.054 acre tract; Thence N 02-10-00 E with the west boundary line of this tract, the same being the west boundary line of said Lot 1, 157.76 feet, to the upper northwest corner of this tract, the same being the northwest corner of said Lot 1; Thence S 87-40-00 E with the north boundary line of this tract and said Lot 1, 60.00 feet, to a corner of this tract, said corner being the northeast corner of said Lot 1, the same being the northwest corner of said 1 acre tract; Thence S 84-30-20 E with the north boundary line of this tract and said 1 acre tract, 179.73 feet, to the northeast corner of this tract and said 1 acre tract; Then S 05-29-40 W with the upper east boundary line of this tract, the salve being the east boundary line of said 1 acre tract, 249.71 feet, to the upper southeast corner of this tract, the same being the southeast corner of said 1 acre tract; Thence N 86-27-10 W with the upper south boundary line of this tract, the same being the south boundary line of said 1 acre tract, 165.50 feet, to an inside corner of this tract, the same being the southwest corner of said 1 acre tract; Thence S 02-28-00 W with the lower east boundary line of this tract and said Lot 1, 425.09 feet, to the POINT OF BEGINNING and containing 4.973 acres of land, more or less and being out of Tract 10C recorded in Amending Ordinance No. 16702, passed and approved by City Council on November 18, 1981. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast corner of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest corner of this tract, said corner being perpendicularly south of the southwest corner of Area 13; Thence North and crossing Up River Road to the northwest corner of this tract, the same being the southwest corner of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: 1. Bearings based on Plat recorded in Volume 44, Page 100, Map Records Nueces County, Texas, and Document #2010040428, Official Public Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 05/21/2021 Rev. 11/30/2021 Rev. 1/6/2022 EXHIBIT 2 pifiND DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Ciwisli, TX 78409 www.govinddevelopmenl.com Office: (361) 241-2777 Fax: (360 241.2200 METES AND BOUNDS DESCRIPTION OF AREA 11 11.753 ACRE TRACT Being 11.753 acres of land, more or less, being all of 4.01 acre tract recorded in Volume 1711, Page 1415, Deed Records Nueces County, Texas, all of 5.885 acre tract recorded in Volume 1725, Page 615, D.R.N.C.T, all of 1 acre tract recorded in Volume 2082, Page 999, Deed of Trust Records Nueces County, Texas, and all of 0.95 acre tract recorded in Volume 2007, page 344, D.R.N.C.T, and this 11.753 acre tract being more particularly described by metes and bounds as follows; Beginning at the lower southeast corner of this tract and said 4.01 acre tract, said corner being the intersection of the west right of way line of Renfro Road and the north right of way line of Up River Road; Thence N 65-57-40 W with the south boundary line of this tract and said 4.01 acre tract, the same being the north right of way line of Up River Road, 126.95 feet, to a corner of this tract, said corner being the southwest corner of said 4.01 acre tract, same being the southwest corner of said 5.885 acre tract;. Thence N 65-57-40 W with the south boundary line of this tract and said 5.885 acre tract, the same being the north right of way line of Up River Road, 143.60 feet, to a corner of this tract, said corner being the southwest corner of said 5.885 acre tract, same being the southwest corner of said 1 acre tract; Thence N 65-47-40 W with the south boundary line of this tract and said 1 acre tract, the same being the north right of way line of Up River Road, 100.13 feet, to a corner of this tract, said corner being the southwest corner of said 1 acre tract, same being the southeast corner of said 0.95 acre tract; Thence N 64-32-15 W with the south boundary line of this tract and said 0.95 acre tract, the same being the north right of way line of Up River Road, 212.88 feet, to the south west corner of this tract and said 0.95 acre tract; Thence N 11-21-10 E with the lower west boundary line of this tract, same being the west boundary line of said 0.95 acre tract, 187.30 feet, to the lower northwest corner of this tract, same being the northwest corner of said 0.95 acre tract; Thence S 70-06-10 E with the lower north boundary line of this tract, same being the north boundary line of said .095 acre tract, 210.23 feet, to an inside corner of this tract, said corner being the northeast corner of said 0.95 acre tract, and being on the west boundary line of said 1 acre tract; Thence N 11-59-55 E with the upper west boundary line of this tract, the same being the west boundary line of said 1 acre tract, 234.36 feet, to a corner of this tract, said corner being the northwest corner of this tract, the same being the upper southwest corner of said 5.885 acre tract; Thence N 11-59-55 E with the upper west boundary line of this tract said 5.885 acre tract, 757.36 feet, to the upper northwest corner of this tract, said corner being the northwest corner of said 5.885 acre tract; Thence N 84-51-10 E with the upper north boundary line of this tract, the same being the north boundary line of said 5.885 acre tract, 245.39 feet, to a corner of this tract, said corner being the northeast corner of said 5.885 acre tract, the same being the northwest corner of said 4.01 acre tract; Thence N 90-00-00 E with the upper north boundary line of this tract, the same being the north boundary line of said 4.01 acre tract, 137.19 feet, to the northeast corner of this tract and said 4.01 acre tract, said corner being on the west right of way line of Renfro Road; Thence S 12-23-42 W with east boundary line of this tract and said 4.01 acre tract, the same being the west right of way line of Renfro Road, 1029.66 feet, to a southeast corner of this tract and said 4.01 acre tract; Thence S 11-42-00 W with the lower east boundary line of this tract and said 4.01 acre tract, 348.52 feet, to the POINT OF BEGINNING and containing 11.753 acres of land, more or less and being out of Tract 10C in Amending Ordinance 16702, passed and approved by City Council on November 18, 1981. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast corner of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest corner of this tract, said corner being perpendicularly south of the southwest corner of Area 13; Thence North and crossing Up River Road to the northwest corner of this tract, the same being the southwest corner of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: 1. Bearings based on Volume 1711, Page 1415, Deed Records Nueces County, Texas, Volume 1725, Page 615, D.R.N.C.T, Volume 2082, Page 999, Deed of Trust Records Nueces County, Texas, Volume 2007, page 344, D.R.N.C.T. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 05/21/2021 Rev. 11/30/2021 Rev. 1/6/2022 EXHIBIT 2 D DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Clwisli, TX 78409 www.govinddevefopmenLcom Office: (361) 241-2777 Fax: (364) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 12 3.99 Acre Tract Being 3.99 acres of land, more or less, being all of Lots 8 and 9, out of the Awkerman Gardern Lots Subdivision, recorded in Volume 4, Page 38, Map Records Nueces County, Texas and this 3.99 acre tract being more particularly described by metes and bounds as follows; Beginning at the southeast corner of this tract and said Lot 9, said corner being at the intersection of the southwest right of way line of Hern's Ferry Road with the north right of way line of Up River Road and also being the south east comer of said subdivision; Thence N 72-11-50 W with the south boundary line of this tract and said subdivision, the same being the north right of way line of Up River Road, 507.14 feet, to the southwest corner of this tract and said Lot 8 the same being the southeast corner of Lot 7; Thence North with the west boundary line of this tract and said Lot 8, the same being the east boundary line of Lot 7 of said subdivision, 453.33 feet, to the northwest corner of this tract and Lot 8, said corner also being the northeast corner of said Lot 7 and said corner being on the south right of way line of Hern's Ferry Road; Thence S 63-31-00 E with the north boundary line of this tract and Lot 8 of said subdivision, and 71.50 feet, to a corner of this tract and said Lot 8; Thence S 40-03-00 E with the northeast boundary line of this tract and said subdivision the same being the southwest right of way line of Hern's Ferry Road, 306.63 feet, to a corner of this tract and said Lot 9; Thence S 36-06-00 E with the northeast boundary line of this tract and said Lot 9, and said subdivision, the same being the southwest right of way line of Hern's Ferry Road, 307.45 feet, to a corner of this tract and said Lot 9; Thence S 21-54-00 E with the northeast boundary line of this tract and said Lot 9, the same being the southwest right of way line Hern's Ferry Road, 92.21 feet, to the POINT OF BEGINNING and containing 3.99 acres of land, more or less. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast corner of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest corner of this tract, said corner being perpendicularly south of the southwest corner of Area 13; Thence North and crossing Up River Road to the northwest corner of this tract, the same being the southwest corner of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: 1. Bearings based on Plat recorded in Volume 4, Page 38 Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS ,Survey Group Manager 03/15/2021 Rev. 11/30/2021 Rev. 1/6/2022 EXHIBIT 2 DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Clwrisli, TX 78409 www.govinddevelopmenl.com 0111ce: (361) 241-2777 Fax: (364) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 13 12.175 ACRE TRACT Being 12.175 acres of land, more or less, being all of Lot 1, Block 2, Awkerman Garden Lots recorded in Volume 40, Page 81, Map Records Nueces County, Texas, all of Emmert Tract recorded in Volume 26, Page 37, M.R.N.C.T, Lots 1 thru 5, Awkerman Garden Lots recorded in Volume 4, Page 38, M.R.N.C.T, 0.45 acre tract, 0.887 acre tract, 2.182 acre tract recorded in Document #2010040428, Official Public Records Nueces County, Texas and this 12.175 acre tract being more particularly described by metes and bounds as follows; Beginning at the southwest corner of this tract and said Lot 1, Block 2, Awkerman Lots, said corner being on the north right of way line of Up River Road; Thence North with the west boundary line of this tract and said Lot 1, 43.33 feet, to the northwest corner of this tract and said Lot 1; Thence East with the north boundary of this tract, at 404.40 feet pass the common corner of said Lot 1 and said 0.45 acre tract, at 503.70 feet pass the common corner of said 0.45 acre tract and said 0.887 acre tract, at 663.50 feet pass the common corner of said 0.887 acre tract and said 2.182 acre tract, at 960.15 feet pass the common corner of said 2.182 acre tract and said Emmert Tract, at 1271.15 feet pass the common corner of said Emmert tract and Lot 1 of Awkerman Garden Lots, in all 1525.50 feet to the northeast corner of this tract being on the south right of way line of Hearn's Ferry Road; Thence S 25-10-00 E with the northeast boundary line of this tract and Lot 4 of Awkerman Garden Lots, same being the southwest right of way line of Heam's Ferry Road, 69.81 feet, to an inside corner of this tract and Lot 4; Thence S 63-31-00 E with the northeast boundary line of this tract, same being the southwest right of way line of Hearn's Ferry Road, 122.25 feet, to the lower northeast corner of this tract, same being the northeast corner of Lot 5; Thence South with the east boundary line of this tract and Lot 5, 482.29 feet, to the southeast corner of this tract and Lot 5, said corner being on the north right of way line of Up River Road; Thence N 72-11-50 W with the south boundary line of this tract and said subdivision, 413.25 feet, to a corner of this tract, said corner being the southwest corner of Lotl; Thence North, 8.66 feet, to a corner of this tract, said corner being the southeast corner of said Emmert tract; Thence N 71-20-00 W with the south boundary line of this tract and said Emmert tract, same being the north right of way line of Up River Road, 328.27 feet, to a corner of this tract, said corner being the southwest corner of said Emmert tract; Thence South, 10.52 feet, to a corner of this tract, said corner being the southeast corner of said 2.182 acre tract; Thence N 71-01-15 W with south boundary line of this tract, same being the north right of way line of Up River Road, at 313.70 feet pass the common corner of said 0.887 acre tract and said 0.45 acre tract, in all 587.70 feet to a corner of this tract, said corner being the southwest corner of said 0.45 acre tract and the southeast corner of said Lot 1, Block 2, Awkerman Lots; Thence N 71-09-20 W with the south boundary line of this tract and said Lot 1, Block 2, Awkerman Lots, same being the north right of way line of Up River Road, 426.97 feet, to the POINT OF BEGINNING and containing 12.175 acres of land, more or less and being out of Tract 10C recorded in Amending Ordinance No. 16702, passed and approved by the City Council on November 18, 1981. In addition, the entire right of way width of Up River Road fronting from Area 11 westward to Area 13 and being more particularly described as follows: Beginning at the southeast corner of Area 11 for the northeast corner of this tract and being on the north right of way line of Up River Road; Thence S 11-42-00 W with the east boundary of this tract and crossing Up River Road to the southeast corner of this tract, said corner being on the south right of way line of Up River Road; Thence Northwesterly along the south right of way line of Up River Road to the southwest corner of this tract, said corner being perpendicularly south of the southwest corner of Area 13; Thence North and crossing Up River Road to the northwest corner of this tract, the same being the southwest corner of Area 13 and being on the north right of way of Up River Road; Thence Southeasterly with the north right of way of Up River Road and passing the south boundaries of Areas 13, 12, 10 and 11 to the point of beginning. Notes: 1. Bearings based on Document #2010040428 Official Public Records Nueces County, Texas and Volume 4, Page 38, Volume 40, Page 81, Volume 26, Page 37, M.R.N.C.T. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/3/2021 Rev. 1/6/2022 EXHIBIT 2 U11VIND DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard St. Corpus Christi, TX 78409 www.govinddevelopmenl.com Office: (361) 241-2777 Fax: (361) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 14 4.875 ACRE TRACT Being 4.875 acres of land, more or less, being all of Lots 1, Block 1, of Stateway Subdivision recorded in Volume 38, Page 12 Map Records Nueces County, Texas, and part of Lot 2, Block 1, of Stateway Subdivision recorded in Volume 38, Page 80, Map Records Nueces County, Texas, and this 4.875 acre tract being more particularly described by metes and bounds as follows; Beginning at the northeast corner of this tract and said Lot 1, said corner being on the south right of way line of Up River Road; Thence South with the east boundary line of this tract and said Lot 1, 499.57 feet, to the southeast corner of this tract and Lot 1, said corner being on the north right of way line of Interstate Highway 37; Thence N 56-23-00 W with south boundary line of this tract, and said north right of way line of IH 37, 676.90 feet, to the southwest corner of this tract, said corner being on the south boundary line of said Lot 2; Thence N 20-22-27 E with the west boundary line of this tract and entering said Lot 2, 287.00 feet, to the northwest corner of this tract, said corner being on the north boundary line of said Lot 2, the same being the south right of way line of Up River Road; Thence S 71-32-42 E with the north boundary line of this tract and said Lot 2, the same being the south right of way line of Up River Road, 145.00 feet, to a corner of this tract, the same being the northeast corner of said Lot 2 and said corner being on the west boundary line of said Lot 1; Thence N 18-14-16 E, 10.00 feet, to a corner of this tract and the northwest corner of said Lot 1, said corner being on the south right of way line of Up River Road; Thence S 71-32-42 E with the north boundary line of this tract and said Lot 1, the same being the south right of way line of Up River Road, 340.60 feet, to. the POINT OF BEGINNING and containing 4.875 acres of land, more or less. Included with this tract is the entire right of way of Up River Road fronting this tract. Notes: 1. Bearings based on Plat recorded in Volume 38, Pages 12 and 80, Map Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/15/2021 Rev. 11/30/2021 EXHIBIT 2 9IIIND DEVELOPMENT, LLC ENGINEERING DIVISION 9510 Leopard SI. Corpus Clwisli, TX 78409 www.govinddevelopmenl.com Office: (361) 241-2777 Fax: (364) 241-2200 METES AND BOUNDS DESCRIPTION OF AREA 15 24.4 ACRE TRACT Being 24.4 acres of land, more or less, out of a 220.79 acre tract located in the P. Hinojosa Survey 422, Abstract 850, Nueces County, Texas, and said 24.4 acre tract being more particularly described by metes and bounds as follows; Beginning at the southeast corner of this tract, said corner being on the north right of way line of Interstate Highway 37 and being said northeast corner of the portion conveyed to the State of Texas for right of way for IH 37 and recorded in Volume 1066, Page 497, Deed Records Nueces County, Texas; Thence along the north right of way line of I.H. 37 as follows: N 57-03-34 W, 182.42 feet; N 51-57-04 W, 179.61 feet; N 49-19-02 W, 207.88feet; N 55-38-41 W, 141.56 feet; N 61-19-59 W, 120.84 feet; N 66-30-20 W, 173.66 feet; N 62-22-04 W, 216.13 feet; N 57-03-34 W, 856.97 feet, to the southwest corner of this tract; Thence N 00-32-26 W with the west boundary line of this tract, 342.8 feet, to the centerline of Turkey Creek for a corner of this tract; Thence N 57-42-52 E with the centerline of Turkey Creek, 219.62 feet, to the northwest corner of this tract; Thence S 61-00-25 E with the north boundary of this tract, 1775.12 feet, to the northeast corner of this tract; Thence S 00-49-25 E with the east boundary line of this tract, 718.22 feet, to the POINT OF BEGINNING and containing 24.4 acres of land, more or less and being same 24.4 acre tract described as Tract 11 in City Ordinance No. 16702 passed and approved by city council on November 18, 1981. Notes: 1. Bearings based on deed recorded in Volume 1066, Page 497, Deed Records Nueces County, Texas. 2. Metes and bounds description based on recorded deed and map records and not on an on the ground survey. GOVIND DEVELOPMENT, LLC George Rubalcaba, RPLS, LSLS Survey Group Manager 03/29/2021 Rev. 11/30/2021 EXHIBIT 3 INDUSTRIAL DISTRICT AGREEMENT NO. 9C THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI 1 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, Ordinance No. provided for disannexing from the City of Corpus Christi, Texas, an approximately 129.44 acres of land in between Interstate Highway 37 and Industrial District No. 1, and amended the boundaries of Industrial District No. 1 to include the disannexed area and authorizing the execution of an Industrial District Agreement with Flint Hills Resources Corpus Christi, LLC requiring the payment in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes that would be due if the property remained in the City limits; and WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11 are collectively referred to as the "Industrial Districts"; and WHEREAS, the CITY desires to encourage the updating, expansion and growth of industries within said Industrial Districts, and for this purpose, desires to enter into this Agreement with the COMPANY; and WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the COMPANY's structures and properties within such Industrial Districts. 2 WHEREAS, the COMPANY desires to avoid regulation by the CITY of the COMPANY's structures and properties within such Industrial Districts; NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties herein contained and under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the CITY referred to above, the CITY and the COMPANY hereby agree as follows: Article 1 Section 1.01 Immunity from Annexation. The CITY covenants and agrees that during the term of this Agreement, and subject to the terms and provisions herein, the Land shall retain its extraterritorial status as an Industrial District, except as otherwise provided in this Agreement. Except as provided otherwise in this Agreement, the CITY further covenants and agrees that the Land shall be immune from annexation during the Term of this Agreement. Section 1.02 Limited to Industrial Use. The COMPANY covenants and agrees that during the Term, the COMPANY will not use or permit the use of the Land and/or Improvements and/or personal property covered by this Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the COMPANY or other such parties holding such similarly situated land. Holding the Land and Improvements for future "industry" use, without using same for non -industry purposes, does not violate this Section 1.02. If the COMPANY uses, or permits use of, the Land and/or Improvements and/or personal property covered by this Agreement for purposes not included within the term "industry" as defined above, then the PILOT to be paid by the COMPANY under this Agreement shall be increased to an amount equal to 100% of the amount of ad valorem taxes on Land and Improvements, and personal property sited on the Land, that would otherwise be payable to the CITY by the COMPANY if said Improvements and personal property were situated on land within the CITY limits of the CITY. The increase shall be immediately effective for all payments from the inception of this Agreement, and the COMPANY shall transmit to the CITY within 60 days of being notified by the CITY of the determination of a non - industry use, subject to the notice and opportunity to cure provided for in Section 4.04, an amount equal to said 100% of ad valorem taxes from the inception of this Agreement, less any amounts previously paid by the COMPANY to the CITY under this Agreement, plus penalties and interest as if the amounts were delinquent taxes. The CITY shall be entitled to its reasonable attorneys' fees and other costs in collecting any of these amounts. In addition, the CITY shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent jurisdiction, upon the court's determination that the use is not an "industry" use, requiring that the use be permanently discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY shall continue to make payments equal to said 100% of ad valorem taxes on Land and Improvements and personal property. Section 1.025 Limitation on Hydrocarbon Improvements Along HI-37. COMPANY covenants and agrees that during the term hereof, COMPANY will not locate any facilities dedicated to the processing, refining, or above- ground storage of hydrocarbons on any of the Land that is within 300 feet of Interstate Highway 37. 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 3 any manner whatsoever control over the conduct of the COMPANY's business thereon. Such annexed portion of Land shall remain a part of this Agreement and shall not be subject to CITY taxes, but such annexed Land and any Improvements thereon shall continue to be included within the in lieu of tax payment. In the event that the need for an annexation corridor no longer exists, including but not limited to the defaulting company entering into an Industrial District Agreement, having otherwise met its obligations to the CITY, the CITY agrees to immediately cease any annexation proceedings related to the annexation corridor over the COMPANY's Land, or within 60 days, take the steps necessary to complete deannexation proceedings required to remove from the city limits any unnecessary annexation corridor. If notwithstanding the foregoing provisions of this Section 1.03, any of such annexed portion of Land or any Improvements or other property located thereon is subject to any CITY taxes with respect to any Calendar Year during the Term of this Agreement, the CITY shall (i) exclude such annexed portion of Land and any Improvements and other property located thereon from the calculation of the PILOT due from the COMPANY under Article 3 for such year, and (ii) as an economic development incentive grant under a program authorized by Chapter 380 of the Texas Local Government Code, remit (either as an offset against the amount of payment in lieu of tax owed to the CITY under this Agreement or as a rebate paid to the COMPANY), within 60 days following the CITY's receipt 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: 4 A. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly or indirectly, through one or more intermediaries at the time in question, owns or has the power to exercise control over 50% or more of the stock having the right to vote for the election of directors; or (2) all corporations (or other entities) controlled by or under common control with the Company as contemplated by Section 1239(c) of the Internal Revenue Code of 1986, as amended. B. CAD. The appraisal district (either the Nueces County Appraisal District [NCAD] or the San Patricio County Appraisal District [SPCAD]) responsible for appraising the portion of the Land and the Improvements located within the boundaries of such appraisal district. C. Calendar Year. A period of time beginning January 1 and ending December 31 in a numbered year. D. Existing Improvements. Improvements other than New Improvements. E. Extraterritorial Jurisdiction (ETJ). As defined by Chapter 42 of the Texas Local Government Code, as amended. The CITY's existing ETJ includes the unincorporated area that is contiguous to the corporate boundaries of the CITY and that is located within five miles of those boundaries. F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities, structures, or equipment erected on or affixed to the land, regardless of the land ownership, and pipelines on, under, or across the land which are owned by COMPANY. Improvements include Existing Improvements and New Improvements. G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721, 031775, 031797, 031817, 033161, or future ordinance of the CITY, are incorporated herein by reference. H. Industrial District Agreement. An agreement made and entered into under the authority of Section 42.044 of the Texas Local Government Code. 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). 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 5 COMPANY to execute and submit a voluntary Petition for Annexation prior to July 1, 2039 shall entitle the City to (1) file the Petition for Annexation and Agreement for Provision of Municipal Services attached to this agreement and/or (2) otherwise annex the Land into the territorial limits of the CITY. In the event of annexation due to failure to enter into a new Industrial District Agreement in 2039, the terms of this Agreement other than restrictions on annexation, that can be legally applied after annexation will continue to apply until December 31, 2039. Article 3 Section 3.01 Payment in lieu of Ad Valorem Taxes (PILOT). Each year during the Term hereof, the COMPANY shall pay to the CITY: A. Land. An amount in lieu of tax on the Land (excluding Improvements located thereon) equal to 100% of the amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to CITY by COMPANY if the Land were situated within the CITY limits. B. Existing Improvements. An amount in lieu of tax on Existing Improvements located on the Land equal to 100% of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements, which would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on land within the CITY limits. For purposes of this calculation, the Existing Improvements will not include the pollution control improvements that have qualified for exemption from taxation pursuant to Texas Property Tax Code 11.31. C. New Improvements. For the first four Calendar Years after a New Improvement is affixed to the land and Placed in Use, the COMPANY shall pay 100% PILOT for said New Improvement. Personal Property. An amount in lieu of tax on personal property equal to 100% of the amount of ad valorem taxes based upon the Market Value of the personal property which would otherwise be payable to CITY by COMPANY if the personal property were situated on land within the CITY limits. D. With respect to any new land acquired by the COMPANY located within an Industrial District, the new land shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in lieu of tax payment on the Land as of January 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 and personal property owned or controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the "Schedule") and each exemption applicable to the calculation of taxation on each item of property (specifying exemptions pursuant to Texas Property Tax Code 11.31). The Schedule shall also list the year any Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents provided by the COMPANY to the applicable CAD and, in the event of appeal, the Appraisal Review 6 Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement. COMPANY must include on its Schedule of Value the Geographic ID numbers for all personal property accounts on the Property, whether owned by COMPANY or by a Lessee or tenant. Section 3.03 Determination of Value. Subject to the provisions of Section 3.04, in determining the COMPANY'S annual in lieu of tax payment required under this Agreement, the calculation shall be made utilizing the Market Value of all Land and Improvements and personal property, but not including the Land and/or Improvements and/or personal property that qualify for the exemption for pollution control property as provided in Texas Property Tax Code Section 11.31 as determined by the applicable CAD, or its successor, under provisions of the Texas Property Tax Code. The COMPANY shall timely provide information and reports required under this Agreement and under Texas law, rules and regulations to the applicable CAD or its designee, so that the appraisal process can be completed in accordance with all applicable state laws. Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of its properties by the CAD for any year or years during the Term hereof, it is agreed that nothing in this Agreement shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same as if the property were located within the CITY. The COMPANY shall notify the CITY of its appeal within 30 days after its protest of the valuation is submitted to the CAD. Notwithstanding any protest of valuation by the COMPANY or any non -CAD related billing dispute, the COMPANY agrees to pay to the CITY an initial estimated PILOT, on or before the Due Date in Section 3.07 below, based on the amount billed by the CITY. Alternate Estimated PILOT: If the COMPANY files a lawsuit or lawsuits over the value of any of any of its properties on which the PILOT is calculated and chooses to pay an Alternate Estimated PILOT, then on or before November 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 7 year if said Improvements were situated on land within the CITY limits (Calculation: Market Value of Improvements x 15% x CITY tax rate = Fire Protection Fee) will be paid annually; provided, however, that the COMPANY shall not be obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this Agreement if either (i) as of January 1 of such year, the COMPANY is a member in good standing of the Refinery Terminal Fire Company, or its successor, or (ii) the COMPANY satisfies the requirements set forth in Section 775.032(a)(1), (2), and (3) of the Texas Health and Safety Code and certifies to the CITY in writing such compliance. Section 3.06 Calculation of Amount Due. The CITY shall mail an invoice to the COMPANY, which sets forth the amount of payment in lieu of tax owed to the CITY calculated in accordance with this Agreement. Such invoice shall be postmarked at least 30 days prior to the Due Date defined in Section 3.07 below, and shall be mailed to the address shown in Section 10.03 of this Agreement. The calculation shall be made with reference to the exemption for pollution control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified by the CAD. In addition, all amounts other than the 11.31 amount referenced above shall be calculated without reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995. Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following each year during the Term hereof (the "Due Date"), all PILOTs provided for hereunder and invoiced by the CITY in accordance with Section 3.06 above, without discount for early payment, but subject to Section 3.04. Notwithstanding, if the CITY sends a late invoice (after January 1st), then the COMPANY will pay the CITY within 30 days after receipt of the late invoice. This Agreement, and the method of determining and fixing the amount of the PILOTs hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation, including, but not limited to, laws relating to rendition, assessment, equalization and appeal. Any invoiced amounts that are not paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at 12% per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections, including reasonable attorneys' fees. Section 3.08 Filing of Industrial District Agreement. After execution, the CITY will file this Agreement with the applicable County Clerk, invoice the COMPANY for the filing fee, and provide a file -stamped copy to the COMPANY. COMPANY shall remit payment for such filing fee within 30 days after being invoiced for the cost of such filing. Article 4 Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a report or payment due to the CITY hereunder or if the COMPANY fails to perform any other material obligation incumbent upon the COMPANY to be performed hereunder or revokes any provision of this Agreement or attachment hereto, and if such default is not fully corrected within 60 days (or such longer period to the extent required by Section 4.04) after the CITY gives written notice of said default to the COMPANY, the City shall have the option to either (1) accept the COMPANY's Petition for Annexation and Agreement for Provision of Municipal Services and commence annexation proceedings, in accordance with Section 10.07 below, and sue to recover all damages; or (2) continue this Agreement for its Term and collect the payments required hereunder. A failure to perform pursuant to this Agreement will not be considered "material" if such failure to perform does not affect reporting, payment, annexation, or enforceability of any provision of this Agreement. Nonetheless, a COMPANY violation or failure to perform this Agreement, regardless of materiality shall entitle the City to declare this Agreement in default and commence ordinary annexation proceedings. Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Irnprovernents and personal property which may, in the event of default in payment of any sum due hereunder that is not cured in accordance with Section 4.04 below, be enforced by CITY in the same manner as provided by law and for the collection of delinquent ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land and Improvements and personal property which may be foreclosed in the event of such uncured default (1) judicially or (2) extra judicially in the same manner as a deed of trust under the Texas Property Code, and for that purpose may appoint a trustee or trustees. 8 Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance annexing any of the Land (except with reference to any annexation provided for herein), the COMPANY shall provide written Notice of Default (clearly labeled as such) to the CITY and COMPANY shall be entitled to enjoin the CITY from the date of its breach for the balance of the Term of this Agreement from enforcing any annexation ordinance adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the COMPANY elects to pursue this remedy, then so long as the CITY specifically performs its obligations hereunder, under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this Agreement. Section 4.04 Notice of Default. Notwithstanding anything to the contrary contained herein, in the event of any breach by the COMPANY of any of the terms or conditions of this Agreement, the CITY shall give the COMPANY written Notice of Default (clearly labeled as such) specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured. Thereafter, the COMPANY will be afforded 60 days within which to cure the alleged default. A default not related to payment that cannot be remedied within 60 days may be subject to a Plan of Cure that will be considered by the CITY if said Plan is requested in writing to the CITY within 30 days after CITY sends the Notice of Default. The City will approve a Plan of Cure that cannot be remedied within 60 days not related to payment if such plan of cure reasonably cures the default in the most expeditious manner possible and 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 9 Section 6.01 Annexation By Another Entity. If any attempt to annex any of the Land owned, used, occupied, leased, rented or possessed by COMPANY, is made by another municipality, or if the incorporation of any new municipality should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent injunction against the annexation or incorporation, with the cooperation of the COMPANY, and shall take any other legal action necessary or advisable under the circumstances. The cost of the legal action shall be borne equally by the Parties; provided, however, the fees of any special legal counsel shall be paid by the Party retaining same. Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction enjoining the attempted annexation or incorporation described in Section 6.01 above, the COMPANY shall have the option of (1) terminating this Agreement, effective as of the date of the annexation or incorporation into the CITY, or (2) continuing to make the PILOTs required hereunder. This option shall be exercised within 30 days after the application for the temporary injunction is denied. If the COMPANY elects to continue the PILOT, the CITY shall place future payments hereunder together with part of the payment for the Calendar Year in which the annexation or incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest - bearing escrow account which shall be held by CITY subject to the following: A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent injunction and/or upholding the annexation or incorporation, or a final settlement or other final disposition of the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued interest thereon shall be refunded to the COMPANY; or B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent injunction and/or invalidating the annexation or incorporation, or a final settlement or other final disposition of the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued interest thereon shall be retained for use by the CITY. Article 7 Section 7.01 Sale or Lease. If the COMPANY sells all or a portion of the Land or Improvements to any entity, then the COMPANY shall within 90 days give notice to the CITY of said sale, and this Agreement shall continue in effect as to all Land and/or Improvements sold. If the COMPANY leases all or a portion of the Land or Improvements to an entity that will be responsible for payment hereunder, the COMPANY shall within 90 days give notice to the CITY of said lease, and this Agreement shall continue in effect as to all Land and/or Improvements leased. Section 7.02 Company's Responsibility for Payment; Assignment. The COMPANY as seller or lessor in a transaction pursuant to Section 7.01 above, shall remain responsible for any PILOT attributable to the Land or Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with the buyer or lessee of such Land or Improvements that the CITY has consented to, in which the buyer or lessee assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or Improvements. The CITY will consent to an assignment and assumption agreement if all payments for PILOT are up- 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 10 SUCCESSORS, EXECUTORS, HEIRS, AND ASSIGNS, AS APPLICABLE, FOR THE TERM OF THIS AGREEMENT AND CONSTITUTES A COVENANT RUNNING WITH THE LAND. ALL SUCCESSIVE FUTURE OWNERS OF THE LAND WILL BE TO THE SAME EXTENT BOUND BY AND WILL HAVE THE SAME RIGHT TO INVOKE AND ENFORCE, THE PROVISIONS OF THIS AGREEMENT AS THE ORIGINAL SIGNERS OF THIS AGREEMENT. Article 8 Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors, assigns, Affiliates and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells, assigns, or in any other manner disposes of, either voluntarily or by operation of law, all or any part of the Land, and the agreements herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension thereof remains in force. The COMPANY agrees to require any Affiliates of COMPANY who desire to have the benefits of this agreement execute such documents as required by the CITY to ensure the enforceability of all provisions of this agreement, including, but not limited to, for all owners of the Land, the attached Petition for Annexation and Agreement for Provision of Municipal Services. Failure of any owner of the Land to execute this agreement and attached Petition for Annexation and Agreement for Provision of Municipal Services will constitute a default. Article 9 Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements, including, but not limited to, supplies, materials, equipment, service contracts, construction contracts, and professional services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are not reasonably and competitively available within said area. The COMPANY shall not be required to maintain records regarding this requirement other than those normally kept in its usual course of business. Section 9.02 Water Procurement. The COMPANY acknowledges that the CITY provides a regional water system that is critical to the well-being and economic growth of the entire area and that it is important for each customer to continue to use the system as its principal source of water. The COMPANY agrees to provide six months written notice of any intent or action to obtain more than ten 10% of its total water needs from any source other than the CITY. This Agreement does not guarantee to the COMPANY the availability of any specified amount or quantity of water, subject to any obligations that that might apply to the CITY pursuant to state law. Article 10 Section 10.01 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 11 which it refers , "INDUSTRIAL DISTRICT AGREEMENT NO. 9C". Each Party must notify the other Party of any change of address in writing. To the CITY: City of Corpus Christi -City Manager 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3220 With copies to City of Corpus Christi Director of Finance P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3105 City of Corpus Christi -City Attorney 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3360 If to COMPANY: 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 copies 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 12 the CITY for purposes of annexing the Land in the event that COMPANY fails to timely cure any default in accordance with this Agreement. Further, COMPANY agrees that the annexation petition may be accepted by the CITY for purposes of annexing the Property in the event that, during the Term of this Agreement, a bill is approved by the Texas Legislature that will, in the sole but reasonable and continuing opinion of the CITY, result in a prohibition of annexation of all or part of the Land. In addition to the filing of a voluntary Petition for Annexation and Agreement for Provision of Municipal Services pursuant to this section, the City may pursue such other annexation actions related to the Land as appropriate to ensure all owners of the Land are included in any annexation(s). In the event of annexation pursuant to a bill approved by the Texas Legislature, then the annexation will be subject to the City's agreement to execute a 380 Agreement with COMPANY and its relevant Affiliates for the remainder of the term of this Agreement, in the form attached as Exhibit 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 Disannexation Acknowlegment. In consideration of the disannexation of the subject property on or after the Effective Date the COMPANY agrees that the CITY is not obligated to reimburse any taxes under Section 43.148 of the Texas Local Government Code as any taxes previously received on the property were offset by the costs of services actually provided to the property. Exhibits: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E 13 Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement Form of Sworn Schedule of Values Petition for Annexation & Agreement for Provision of Municipal Services — to be executed at time of signatures to Agreement by all Land owners Form of Property Supplement Standard Industrial District Annexation 380 Agreement 14 EXECUTED this day of , 2024. CITY OF CORPUS CHRISTI ATTEST: Assistant City Manager City Secretary LEGAL FORM APPROVED Assistant City Attorney for City Attorney CITY OF CORPUS CHRISTI ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2024, by , Assistant City Manager of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. (seal) Notaiy Public LAND & IMPROVEMENTS OWNER ATTEST: Flint Hills Resources Corpus Christi, LLC By: Name: Name: Title: Title: LANDOWNER 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 company. Given under my hand and seal of office this day of , A.D., 2024 Notary Public (seal) 15 [To be inserted] Exhibit A Nueces CAD Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement Depictions of Land subject to this Agreement 16 Exhibit B Form of Sworn Schedule of Values for Industrial District AGREEMENT NO. 9C As of 1/1/ Due 8/31/ COMPANY NAME: Contact Name: Telephone: Address: Geographic ID# 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 Date Sworn to and subscribed before me by on this day of Notary Public (seal) 17 Exhibit C Petition for Annexation To: The City Council of The City of Corpus Christi, Texas: The undersigned Landowner(s) of the hereinafter described tract of Land, which is without residents, request the City Council of the City of Corpus Christi, Texas, to extend the present city limits of the City of Corpus Christi, Texas, to include as part of the City of Corpus Christi, Texas, the territory described in Exhibit A of the Industrial District Agreement to which this document is attached, and the document description herein is considered incorporated herein. We certify that this Land is not appraised for ad valorem tax purposes as land for agricultural or wildlife management use under Texas Tax Code, Chapter 23, Subchapters C or D, as they may be amended or as timber land under Subchapter E of that chapter as it may be amended. Attached hereto is the Agreement for Provision of Municipal Services, fully executed by all of the undersigned Landowner(s). This Petition for Annexation of the above -described tract of land is intended to be signed and duly acknowledged by each and every owner of said Land. LANDOWNER ATTEST: Flint Hills Resources Corpus Christi, LLC By: Name: Name: Title: Title: LANDOWNER 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 company. Given under my hand and seal of office this day of , A.D., 2024 Notary Public (seal) 18 Exhibit C Agreement for Provision of Municipal Services This Agreement for Provision of Municipal Services ("Service Agreement") pursuant to Texas Local Government Code §43.0672, as amended is entered into by and between the City of Corpus Christi ("CITY"), and Flint Hills Resources, LLC ("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. 19 • Solid Waste Collection: Solid waste collection and services will be provided at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density. • Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area of Another Water or Wastewater Utility: Water and wastewater service will continue to be provided in accordance with the Corpus Christi Code of Ordinances, Corpus Christi Unified Development Code, Utility Department Policies, and engineering standards at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density, provided the service is not currently served by another utility through existing facilities located within or adjacent to the area. Water or wastewater facilities owned or maintained by the CITY at the time of the proposed annexation shall continue to be maintained by the CITY. Water or wastewater facilities that may be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi unless the facilities are dedicated to and accepted by the City of Corpus Christi. The current water line mains at their existing locations shall be available for point of use extension based upon the current City's standard water extension policies now existing or as may be amended. On -site sewage facilities will be allowed contingent upon the property owner meeting all city, county, state and federal requirements. • Operation and Maintenance of Roads and Streets, including Street Lighting: Except as varied pursuant to the Standard Industrial District Annexation 380 Agreement(if applicable)attached to the Industrial District Agreement to which this document is attached, The City will maintain public streets, including road and street lighting, within the annexed area at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right- of-way, roadway, or utility company easement shall be maintained by the applicable utility company servicing the City of Corpus Christi, Texas, pursuant to the rules, regulations, and fees of the utility. • Operation and Maintenance of Parks, Playgrounds and Swimming Pools: Currently, there are no public recreational facilities in the annexation area, including parks, playgrounds, or swimming pools. • Operation and Maintenance of any other Publicly -Owned Facility, Building, or Service: Currently, no other publicly owned facilities, buildings, or services are identified in the annexation area. If the City acquires any such facilities, buildings, or services within the annexation area, an appropriate City department will provide maintenance services. Section 3. Schedule of Services. In accordance with Texas Local Government Code § 43.0672(c), no other services are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local Government Code § 43.0672(b) is not applicable as all services identified herein will be provided upon the effective date of annexation. Section 4. Level of Service. Nothing in this Service Agreement shall require the City to provide a uniform level of full municipal services to each area of the City, including the annexed areas, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. Section 5. Term. The term of this Service Agreement is 10 years from the date the annexation is effective. Section 6. Vested Rights Claims. This Service Agreement is not a permit for the purposes of Texas Local Government Code Chapter 245. Section 7. Legal Construction. No subsequent change in the law regarding annexation shall affect the enforceability of this Service Agreement. If any provision in this Service Agreement is for any reason found to be unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable provision will not affect any other provision hereof, and this Service Agreement will be construed as if the 20 unenforceable provision had never been a part of the Agreement. Whenever the context requires, the singular will include the plural and neuter include the masculine or feminine gender, and vice versa. Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas. This Service Agreement shall be construed under and in accordance with the laws of the State of Texas. Section 9. Authority. This Service Agreement binds and inures to the benefit of the CITY, LANDOWNER, and their successors and assigns. Each party further warrants that each signatory to this Service Agreement is legally authorized to bind the respective individual or entity for the purpose established herein. EXECUTED, this the day of , 2024. CITY OF CORPUS CHRISTI ATTEST: Assistant City Manager City Secretary LEGAL FORM APPROVED Assistant City Attorney for City Attorney CITY OF CORPUS CHRISTI ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2024, by , Assistant City Manager of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. Notary Public LANDOWNER Flint Hills Resources Corpus Christi, LLC By: (seal) ATTEST: Name: Name: Title: Title: LANDOWNER 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 Company, on behalf of said entity. Given under my hand and seal of office this day of , A.D., 2024 (seal) Notary Public 21 Exhibit D Form of Property Supplement to Industrial District AGREEMENT NO. 9C This Supplement to Industrial District AGREEMENT NO. 9C (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, LLC, a Delaware Limited Liability Company, Landowner and Improvements Owner, hereinafter collectively called the "COMPANY," is executed on the dates of execution of this Supplement as set forth immediately above the respective signatures of the CITY and the 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. 9C (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. 9C 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 corporation. Notary Public (seal) LANDOWNER ATTEST: Flint Hills Resources Corpus Christi, LLC 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., 20®. (seal) Notary Public 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., 2 Notary Public (seal) 22 23 Exhibit E Standard Industrial District Annexation 380 Agreement This Agreement ("Agreement") is made and entered into as of (the "Effective Date"), by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home -rule municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Flint Hills Resources Corpus Christi, LLC, a Delaware Limited Liability Company, Landowner 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. 24 b. Appeal Rebate Date. Ninety days after the termination of the COMPANY's rights to appeal the value of an appealed CAD Geographic ID via lawsuit, protest, appeal or other legal proceeding and the COMPANY's notification thereof to the CITY. c. Business Personal Property. Taxable tangible personal property, including inventories, located on the Land. d. CAD. The county appraisal district (either the Nueces County Appraisal District [NCAD] or the San Patricio County Appraisal District [SPCAD]) responsible for appraising the Land and Improvements located within the boundaries of such appraisal district.. e. Calendar Year. A period of time beginning January 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• New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the Land or Placed in Use, it will be considered an Existing Improvement. k. Non -Appeal Rebate Date. April 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 1. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable CAD as Construction Work in Progress (CWIP). Section 1.02 Continuation of Land Use Under Sec. 43.002 Local Govt Code; Industrial Use of Land may continue; Exclusions from City Code Regulatory and Permit Requirements that may limit Industrial Use: a. CITY and COMPANY agree that Sec. 43.002, Tex. Loc. Govt. Code ("Sec. 43.002) provides that CITY may not prohibit COMPANY from continuing to use land in the manner in which the land was being used on the date the annexation proceedings were instituted. Subject to rights existing under Sec. 43.002, COMPANY and CITY mutually stipulate that the Land annexed into the City was being used at the time of annexation for uses that fall within the Heavy Industrial (IH) zoning district under the Corpus Christi City Code. CITY will, after a COMPANY request that cites this provision, promptly initiate and pursue a zoning case for the Land, without zoning fees being assessed to COMPANY, to be zoned IH (or such other zoning district that permits COMPANY's industrial activities), without the need for any additional CITY permits. b. CITY and COMPANY stipulate that, as a matter of law, Sec.43.002 guarantees to COMPANY the right to use the Land for Heavy Industrial Uses and other uses that might be authorized within the IH zone without the necessity for additional licenses, certificates, permits, approvals, or other forms of authorization, including but not limited to Conditional Use Permits or Special Use Permits To the extent that any court, board, commission, or other entity proposes or requests any permits or other authorizations be required as a result of annexation into the City limits, the CITY agrees to support, and if requested, request the issuance of such 25 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: (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: 26 (a) Section 105.1.4 of Section 14-231 of the City Code, except as modified in this section, and (b) Article V (Flood Hazard Prevention Code) of Chapter 14 of the City Code, as amended and/or renumbered. (2) Any ordinances, rules, policies, or other regulatory provisions of CITY addressing a field or area of regulation occupied by a provision of the following codes adopted by the State of Texas: Agricultural Code, Finance Code, Insurance Code, Labor Code, Natural Resources Code, and Occupations Code. (3) The provision of Section 105.1.4(c)(3), set out above, regarding a minimum distance from the I-37 right-of-way may be modified administratively for good cause upon application to the CITY Director of Development Services (or the successor to that position.) (4) The provision of Section 105.1.4(c)(4), set out above, regarding certification by a licensed professional engineer shall not be applicable to construction, assembly, disassembly, reassembly, modification, alteration, or improvement of the facility or unit provided that COMPANY represents in writing to the CITY Director of Development Services (or the successor to that position) that COMPANY conducts its operations in accordance with currently applicable industry standards and codes. This provision does not require COMPANY to make any written representation to CITY about its maintenance and operations (such as assembly, disassembly, modification, or alteration) that would not otherwise fall within CITY technical construction codes. (5) The provisions of Sec. 105.1.4 (d), (e) and (f) are modified to provide that, upon COMPANY'S request citing this section and obligation, the CITY's director of water or authorized equivalent will review the COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed method provides the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water -connection location as a reduced pressure backflow preventer (assembly). After such review and determination, CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly -proposed alternative backflow prevention method, then the CITY will allow the use of said proposed alternative backflow prevention method unless the CITY determines that said proposed alternative backflow prevention method will not provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water - connection location as a reduced pressure backflow preventer (assembly). After a written request by COMPANY, CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and municipal systems that utilize backflow prevention technologies. If the CITY does not respond within 60 days of such written COMPANY request, then the request for use of said jointly -proposed, TCEQ-approved alternative backflow prevention method will be deemed approved. Section 1.03 Annexation and City Services. During the term hereof, pursuant to this Agreement, the CITY shall have no obligation to extend to the Land any utilities or other CITY services, except for services that are being provided to and paid for by the COMPANY on the Effective Date, or as otherwise stated herein. The COMPANY agrees and stipulates that the annexation is valid, and the COMPANY has no right to challenge the annexation of the Land by the CITY. 2. Term Section 2.01 Term. This Agreement shall be effective upon annexation of the Land and continue until December 31, 2039, unless terminated as herein provided or extended for additional period or periods of time upon mutual consent of the COMPANY and the CITY as provided by the Local Government Code. If this agreement becomes effective after December 31, 2034, then the CITY will consider extending the termination date of this agreement for a period of up to 5 years. 27 Article 3. Left Blank Article 4. Default and Cessation of Operations Section 4.01 Default by CITY. If the CITY does not perform its obligations hereunder in substantial compliance with this Agreement and, if such default remains uncured for a period of 60 days after notice thereof shall have been given, in addition to the other rights under the law or given the COMPANY under this Agreement, the COMPANY may enforce specific performance of this Agreement and seek an injunction or writ of mandamus to perform obligations under this Agreement. Section 4.02 Default by COMPANY. If the COMPANY does not perform its obligations hereunder in substantial compliance with this Agreement, and, if such default remains uncured for a period of 60 days after notice thereof shall have been given or such longer period as is reasonably necessary to cure default if such default cannot be cured within 60 days not withstanding COMPANY's reasonable efforts to effectuate a cure, the CITY may terminate this Agreement and CITY's obligation to pay any funds to COMPANY under this Agreement will terminate. Section 4.03 Notice of Default. Notwithstanding anything to the contrary contained herein, in the event of any breach by either party of any of the terms or conditions of this Agreement, the non -defaulting party shall give the other party written notice specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured. Thereafter, the allegedly defaulting party will be afforded 60 days within which to cure the alleged default. Section 4.04 Cumulative Remedies. The remedies provided herein are cumulative, none is in lieu of any other, and any one or more or combination of the same is available. Each party, in addition to remedies expressly provided herein is entitled to any and all other remedies available at law or in equity. Section 4.05 Limitation of Liability. In no event will either party be liable to the other party hereunder for punitive, exemplary, or indirect damages, lost profits or business interruptions damages. Article 5. Description of Applicable Property Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with an updated listing of Geographic ID numbers, as available from the applicable CAD, for property located on the Land, to be attached hereto and incorporated into the description of the Land on Exhibit A of the Industrial District Agreement to which this document is attached and supplements thereto, to the extent such Land has been annexed into the territorial limits of the City. Article 6. Transfer of Land or Property to another Entity, Adding or Removing Affiliates, and Remitting Taxes Section 6.01 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or Improvements to any entity, the COMPANY shall within 90 days give notice to the CITY of said sale or lease. Section 6.02 Assignment. This Agreement may be assigned by the COMPANY to a new owner of Land only with the prior, written approval of the CITY. The CITY may choose to permit assignment and/or require the COMPANY to execute a new 380 agreement with the CITY. If the COMPANY and proposed Assignee are in compliance with all obligations to the CITY, then the CITY will not unreasonably withhold permission for assignment or execution of a new 380 agreement. The mere right to payment pursuant to this agreement may not be assigned. Section 6.03 No Third -Party Beneficiaries, Setoff. Except as specifically assigned with permission of the CITY, no entity other than CITY or COMPANY shall have any right in this agreement or funds due pursuant to this Agreement. Further, the purpose of this agreement is to incentivize the continued operation and expansion of COMPANY. If the COMPANY fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement Account may be transferred to the CITY in satisfaction of any debts to the CITY. In the event that COMPANY ceases 28 to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its debts becomes due, then amounts in the Reimbursement Account will inure to the CITY. Amounts in the Reimbursement Account will not be assignable, and creditors of COMPANY shall have no claim to any amounts in the Reimbursement Account or amounts otherwise owed or payable by CITY to COMPANY. Section 6.04 Adding Affiliates to Agreement. Affiliates who own property in the area of the Land may be added or removed for purposes of this Agreement. Any Affiliates added will need to agree to be governed by the terms of this agreement. The parties to this Agreement intend to prepare standardized forms to enable Affiliates to be added or removed efficiently. Article 7. Procurement Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements, including, but not limited to, supplies, materials, equipment, service contracts, construction contracts, and professional services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are not reasonably and competitively available within said area. COMPANY shall not be required to maintain records regarding this requirement other than those normally kept in its usual course of business. Article 8. Miscellaneous Provisions Section 8.01 Severability. In the event any word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by any court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be affected thereby. Section 8.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior understandings, or oral or written agreements, between the parties respecting such subject matter, except as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written instrument signed by all of the parties hereto. Section 8.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the appropriate respective addresses set forth below. The COMPANY must notify the CITY of any change of address in writing. Notices by a party to the other party hereto, shall be mailed or delivered as follows: If to CITY: City Manager, City of Corpus Christi 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469- 9277 Phone: 361-826-3220 Fax: 361-826-3845 With copies to: City of Corpus Christi -City Attorney 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3360 Fax: 361-826-3239 If to COMPANY: Flint Hills Resources Corpus Christi, LLC (Owner of the Land & Improvements) Attn: Tax Manager 29 P. O. Box 2900 Wichita, KS 67201-2900 Phone: 316-828-3303 With copies to: Flint Hills Resources Corpus Christi, LLC Attn: 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. 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 corporation. (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, 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 Notary Public (seal) 30 — --- _ Taft N —_ _ W E 420Odem — -- — — s 0 c„ _ -,-- r "' �? — w' I `:, Aransas -^�\+/J•a.+►. • 1,' Pass "\ C--'et I rr I / N "'I Ingleside / \ _ 1 '� ,r"` . _.�. Portland ." `� 9 .�„ N' 1 t �.._ , ) i•,, '� -'-r`"- Disannexation Site 0-„ - `,, /♦ /�• •'`i I —�j �`.,� — —�: PortAransas / Robstown \ c•� ` ,` MI ram'Corpus _ ,, i/ // \ Christi / / / a / / / ..3r / / :. \ ' / \ c / 0 \ J / .t„ / \ / / / r , / -•-,. --- , / I / / `) / / ^ / ~ / ® Disannexation Area r 21 City Limits El] - __ / 1 / / / City of Corpus Christi / oAP s / / 4,` �,�r Disannexation Area: 129.44 acres c, / '' JX Ordinance Number: 033550 \-.� / � r Ordinance Date: 1/14/2025 ,PS: 0 5 10 Miles I I I I Texas Parks&Wildlife,CONANP,Esri,TomTom,Garmin,Foursquare,SafeGraph,FAO,METI/NASA,USGS, EPA,NPS,USFWS Nueces County Kara Sands Nueces County Clerk *VG-57-2025-2025002712` Instrument Number: 2025002712 Official Public Records CERTIFIED COPY Recorded On: January 24, 2025 02:34 PM Number of Pages: 68 " Examined and Charged as Follows: " Total Recording: $284.00 "`,, STATE OF TEXAS . 1Y COU4>,4 Nueces County I hereby certify that this Instrument was filed in the File Number sequence on the date/time i printed hereon,and was duly recorded in the Official Records of Nueces County,Texas S '` Kara Sands'`° N1a--- Nueces County Clerk G5,a",z4-) Nueces County, TX ***********THIS PAGE IS PART OF THE INSTRUMENT*********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2025002712 SARAK BRUNKENHOFFER Receipt Number: 20250124000130 Recorded Date/Time: January 24, 2025 02:34 PM User: Dusty G Station: CLERK02