HomeMy WebLinkAboutC2025-143 - 7/22/2025 - Approved CITY OF CORPUS CHRISTI/ CINERGY 112, LLC
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT
This Chapter 380 Economic Development Agreement ("Agreement") is made and
entered into by and between CINERGY 112, LLC, a Texas limited liability company
("Company"or"Owner")and the CITY OF CORPUS CHRISTI,TEXAS,a home-rule municipal
corporation of Nueces County,Texas("City").
RECITALS
WHEREAS, the City has adopted Ordinance establishing and authorizing the City
Manager to make economic development grants to Owner in recognition of the positive economic
benefits to the City through Owner's proposed Cinergy Family Entertainment Center project to be
located on the southeast side of greenfield land near Rodd Field Road and SPID (the "Project"),
as more generally shown on the depiction attached hereto as Exhibit"A." Cinergy 112,LLC will
invest over$40,000,000 and will develop 10 acres into a 90,000 square foot family entertainment
center.The City will reimburse Company up to$4,150,000 over a fifteen(15)year period through
City ad valorem tax and sales tax generated from the Project; and
WHEREAS, the CITY has established a program in accordance with 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 development will bring to the CITY through
economic stimulation, growth 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 Chapter. 380, the 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
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SCANNED
WHEREAS, to ensure that the benefits the CITY provides under this Agreement
are utilized in a manner consistent with 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; and
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. Ad Valorem Tax Effective Date.The first day of the first full calendar year after
the receipt of the Certificate of Occupancy for the Project.
b. Ad Valorem Tax Revenues. Means the amount of property taxes collected by
the City on real property owned or leased by Owner and/or its Affiliates from
the Project, a portion of which will be repaid to Owner in the form of Chapter
380 Payments.
c. 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.
d. CAD. The county appraisal district(the Nueces County Appraisal District [NCAD])
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. Chapter 380 Payment(s). Means the amount paid by the City to Owner under
this Agreement.
g. Effective Date. The date this Agreement is signed by the City and the Company.
h. Improvements.Facilities,buildings,structures erected on or affixed to the Land or real
property.
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i. Land. "Land" shall mean the land owned or to be acquired by the COMPANY or
its Affiliate depicted on Exhibit A attached to this Agreement.
j. Market Value.As determined and defined by the applicable CAD.
k. Maximum Payment Amount. Shall mean ad valorem tax reimbursement and sales tax
reimbursement of up to $4,150,000.
1. Minimum Appraised Value. Shall be$12,000,000,and shall be agreed to by City and
Owner as per this Agreement.
m. Net Sales Tax. Shall be the total revenue generated from sales after deducting any
administrative fees to the State Comptroller's Office.
n. New Improvements. Shall be new real property additions or upgrades that increase
value,functionality,or overall quality of the project.
o. Sales Tax Effective Date. The first day of the first full calendar year after
Owner's receipt of the first certificate of occupancy for the Project.
p. Sales Tax Revenues. Means the amount of net sales tax collected by City arising from
the Project, a portion of which will be paid to Company in the form of Chapter 380
Payments.
1. Term
Section 1.01 Term. This Agreement shall become enforceable upon execution by the City and
Company, and shall be effective on the "Effective Date," being the date this Agreement is
signed by the City and the Company. This Agreement shall terminate upon the earlier to occur
of December 31, 2045, or (ii) Owner's receipt of the total Chapter 380 Payments equal to the
Maximum Payment Amount of up to$4,150,000,or(iii)earlier termination in accordance with
the terms hereof. In recognition of the fact that Chapter 380 Payments by necessity are
calculated and paid after taxes have been assessed and paid to the City,and therefore always
run in arrears, the term of this Agreement shall be deemed to include any payments otherwise
due and payable to Owner which extend beyond the original term of this Agreement.
2. Chapter 380 Rebates of City Ad Valorem Taxes Paid by Company
Section 2.01 Rebate of Ad Valorem Taxes. Each year during the term hereof, the CITY shall
rebate a portion of ad valorem taxes paid by COMPANY and/or its Affiliates to the CITY that are
attributable to the Improvements and New Improvments to the Land. The payment obligation is
more specifically described as follows:
a. Beginning on the Ad Valorem Tax Effective Date, which is the first day of the first
full calendar year after the receipt of the Certificate of Occupancy, the "Reimbursable
Ad Valorem Tax Amount" shall be the ad valorem taxes paid by the COMPANY
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and/or its Affiliates to the CITY in the following amounts:
Years 1-15 shall be 100% (subject, however, to a Maximum Reimbursement of
$375,000.00 per year, totaling and inclusive of both ad valorem tax rebates and sales
tax rebates pursuant to this Agreement.)
As stated above, years 1 through 15 shall have a maximum reimbursement not to
exceed$375,000.00 per year,totaling and inclusive of both ad valorem tax rebates and
sales tax rebates.Year 1 shall constitute the period of time prior to the Ad Valorem Tax
Effective Date and Year 2 shall commence on the Ad Valorem Tax Effective Date.
Beginning year 6, and only year 6, the Maximum Reimbursement can be increased if
the combination of the annual property and sales tax collections exceed ten percent
over the cap; and the new Maximum Reimbursement amount shall be approved by the
City Manager or designee.
b. The COMPANY shall provide evidence, satisfactory to the CITY, of
payment of the ad valorem taxes on Improvements and New Improvements located
on the Land by April 1 s` annually starting with the first April after the Ad
Valorem Tax Effective Date.
c. Any New Improvements of added real estate for the project will be included
in the ad valorem rebate.
d. Exclusion: Business personal property is excluded from rebates.
Section 2.02 Company Schedule of Value. On or before April l st of each year of this Agreement
after the Ad Valorem Tax Effective Date,the COMPANY shall provide to the CITY an itemized
Schedule of Value, showing all CAD Geographic ID numbers and the values related thereto, and
showing all Land Improvements owned or controlled by the COMPANY or its Affiliates,
including and identifying the property to be valued as part of this Agreement (the "Ad Valorem
Schedule of Value"). COMPANY must include in its Ad Valorem Schedule of Value the
Geographic ID numbers for all Business property accounts on the Land, whether owned by
COMPANY or an Affiliate. The Ad Valorem Schedule of Value shall also list the year any
Improvements were placed in use. The COMPANY has no objection to the CITY'S review of all
forms, informational documents provided by the COMPANY to the applicable CAD and, in the
event of appeal, the Appraisal Review Board. Failure to provide the Ad Valorem Schedule of
Value to the CITY shall constitute a waiver of the right to receive reimbursement pursuant to this
Agreement.
Section 2.03 Company Protest of Value or Billing. If the COMPANY elects to protest the
valuation set on any of its properties by the applicable CAD for any year or years during the term
hereof, it is agreed that nothing in this Agreement shall preclude the protest, and the COMPANY
shall have the right to take all legal steps desired to reduce the same. A reduction of the taxable
value will reduce the reimbursable amounts pursuant this Agreement.The COMPANY must notify
the City of any and all tax protests, and cooperate with the CITY in determining what taxes and
accounts are subject to protests.
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Section 2.04 Calculation of Amount Due. Within 60 days after request by the COMPANY,
following COMPANY's submission of taxes paid and lists of accounts determined reimbursable
by this Agreement,the CITY shall provide a report to the COMPANY specifying the accounts and
amounts subject which sets forth the amount of the Reimbursable Ad Valorem Tax Amount.
Section 2.05 Payment. The COMPANY agrees to pay its ad valorem taxes so as not to be
delinquent under the Texas Property Tax Code. The COMPANY further agrees to provide an
accurate report of all amounts paid for ad valorem taxes on the Land,Existing Improvements,New
Improvements thereon; and properly pay CITY ad valorem taxes due on or before January 31st of
each year. Penalties and/or interest that are paid by the COMPANY will not be subject to rebate
to the COMPANY.
Article 3.Chapter 380 Rebates of City Sales Tax Paid by Company
Section 3.01 Rebate of City Net Sales Tax.Each year during the term hereof following the Sales
Tax Effective Date,the CITY shall rebate a portion of city net sales tax (being the Net Sales Tax
Revenues) paid by COMPANY and/or its Affiliates to the State that are attributable to taxable
transactions on the LAND or in connection with the Project and remitted to the CITY pursuant to
Texas Tax Code 321.101 for any lawful purpose. The payment obligation is more specifically
described as follows,but may be reduced as provided in this Agreement,notably Sections 4.01:
a. Beginning on the Sales Tax Effective Date, the CITY will
proportionally rebate (as indicated below) 1 cent sales tax of"City
Operations Sales Tax" paid by the Company and/or its Affiliates that
are net sales tax and attributable to the Project. The net sales tax rebate
to the COMPANY shall be paid as follows:
Years 1-15 shall be 100% net sales tax (subject, however to a Maximum
Reimbursement of$375,000.00 per year,totaling and inclusive of both ad valorem tax
rebates and sales tax rebates pursuant to this Agreement.)
As stated above, years 1 through 15 shall have a maximum reimbursement not to
exceed$375,000.00 per year,totaling and inclusive of both ad valorem tax rebates and
sales tax rebates. Year 1 shall constitute the period of time prior to the Sales Tax
Effective Date and Year 2 shall commence on the Sales Tax Effective Date. Beginning
year 6, and only year 6, the Maximum Reimbursement can be increased if the
combination of the annual property and sales tax collections exceed ten percent over
the cap; and the new Maximum Reimbursement amount shall be approved by the City
Manager or designee.
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Section 3.02 Terms of Rebate of City Net Sales Tax.
a. There shall be no reimbursement to COMPANY from the sales tax allocated (now or in
the future) to a Type A or Type B corporation, a crime control district, a municipal
development district, a municipal development corporation, a district for fire control,
prevention or emergency medical services or to any district, corporation or entity other
than the City. There will also be no reimbursement to COMPANY from a sales tax for
property tax relief, for a sports or community venue project, for a metropolitan or rapid
transit authority,for street maintenance, or for any other use that is limited by state law.
b. Any New Improvements of added real estate for the project will be included in the net
sales tax rebate.
c. On or before April 1st of each year, the COMPANY will notify the CITY of the
amount of sales taxes it has paid to the State or paid to vendors and provide
documentation confirming the amount and the payment as described in Section 3.03
of this Agreement.
d. Net Sales Tax funds owed to the Company pursuant to this Agreement shall be paid
by the CITY to the COMPANY on or before June 1st of each calendar year following
each taxable year under this Agreement,provided the COMPANY has complied with
its obligations under Sections 3 above.
e. The CITY's Director of Financial Services shall maintain and oversee the Net Sales
Tax rebate, and may disburse payments to the COMPANY due under this Agreement
without further authorization of City Council.
f. The COMPANY shall provide evidence,satisfactory to the CITY,of payment of sales
taxes on taxable transactions on the Land, including New Improvements.
g. The sole source of payments by the CITY to COMPANY pursuant to this Agreement shall
be net sales tax paid by the COMPANY remitted to the CITY pursuant to Texas Tax Code
321.101 that are subject to rebate under this Agreement.
h. Net Sales Tax Rebates under this agreement excludes sales taxes paid by Company to
any 3rd party vendor or contractor.
Section 3.03 Company Schedule of Value. On or before April 1st following each calendar year
of this Agreement following the Sales Tax Effective Date, the COMPANY shall provide to the
CITY a Schedule of Sales Tax Paid by COMPANY and/or its Affiliates for the preceding calendar
year. This Schedule of Sales Tax Paid shall document the sales tax paid by COMPANY and/or its
Affiliates on all taxable transactions on the Land or in connection with the Project during the
preceding calendar year. COMPANY must include in its schedule the sales tax for all COMPANY
accounts subject to this Agreement,whether paid by COMPANY or an Affiliate.The COMPANY
here consents to the CITY'S review of the pertinent sales tax forms, information, and documents
provided by the COMPANY to the Comptroller.
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Failure on the part of COMPANY to provide the Schedule of Sales Tax Paid to the CITY shall
constitute a waiver of COMPANY'S right to receive reimbursement pursuant to this Agreement
for the calendar year.
Section 3.04 Audits.Sales tax is audited periodically by the Comptroller.The audit period is often
multiple years and may result, when final, in additional sales tax liability or in a refund of
previously paid sales tax.
a. If COMPANY and/or any of its Affiliates incurs additional sales tax liability as a result
• of an audit, upon the final determination of liability the reimbursement from CITY to
COMPANY under this Agreement will be handled in the same manner as a normal net
sales tax payment. CITY will not be responsible for reimbursing any penalties and/or
interest paid by the COMPANY.
b. If COMPANY receives a refund from the State as a result of an audit,the COMPANY
will reimburse the CITY for any portion of refunded city sales tax that had been
previously rebated to COMPANY from CITY. Within 90 days of receipt of a sales tax
refund,the COMPANY must provide to CITY a schedule similar to the sales tax refund
request detailing the refund transactions and amount COMPANY owes to the CITY
and, upon confirmation of that amount by CITY, shall promptly repay it to CITY.
Section 3.05 Compliance with Texas Tax Code. The COMPANY agrees to pay sales taxes due
to the State so as not to be delinquent under the Texas Tax Code. Any Penalties and/or interest
paid by the COMPANY to the State with respect to city sales Tax will not be subject to rebate to
the COMPANY.
Article 4.Development and Payment Terms
Section 4.01 Payment Terms. The total Chapter 380 Payments arising during the term of this
Agreement to be paid to Company shall not exceed the equivalent of Four Million One Hundred
Fifty Thousand Dollars ($4,150,000) calculated annually ("Maximum Payment Amount") or
until December 31,2045,expiration date,whichever occurs first.
Section 4.02 Development Terms. The following are the development requirements that
Company shall comply with as part of this Agreement:
1.Company shall begin construction on or before October 1,2026,subject to extension for delays
due to Force Majeure, and shall complete construction of the Project by September 30, 2028,
subject to extension for delays due to Force Majeure. This Economic Development Incentive
Agreement shall automatically terminate if construction has not commenced by January 1,2027,
subject to extension for delays due to Force Majeure. Additionally, CITY agrees that the
Company shall have the right to extend the construction commencement date and the construction
completion date by up to sixty(60)days each in the event the Company is experiencing planning
or contracting delays.
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2. Company shall construct an approximate 90,000 square feet family entertainment center. This
will consist of up to 6 movie screens, 10 bowling lanes;and will also have games that may include
arcade games and interactive family attractions such as virtual reality and sports simulators.
Additionally,the facility shall have a commercial kitchen and offer food and beverage service.
Article 5.Default and Cessation of Operations
Section 5.01 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 5.02 Default by COMPANY.If the COMPANY does not perform its obligations
hereunder in substantial compliance with this Agreement, and, if such default remains
uncured for a period of 60 days after notice thereof shall have been given or such longer period
as is reasonably necessary to cure default if such default cannot be cured within 60 days not
withstanding COMPANY's reasonable efforts to effectuate a cure, the CITY may terminate
this Agreement and CITY's obligation to pay funds to COMPANY with respect to future
taxes under this Agreement will terminate, but the CITY shall pay all amounts due and
owning from prior to such date of termination.
Section 5.03 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 5.04 Company Shall Not Protest, Appeal Minimum Appraisal Value. If the
COMPANY appeals its valuation with the Nueces County Appraisal District, COMPANY still
must submit the Request for Reimbursement form and provide notice to the City of the appeal.
COMPANY shall not protest or appeal the Minimum Appraisal Value during the Term of this
Agreement. Under no circumstances shall the Minimum Appraisal Value be interpreted to be
equivalent or determinative for appraisal purposes or to be utilized in any way to determine market
value. In addition, under no circumstances shall COMPANY protest or contest this Minimum
Appraisal Value during the Term of the Agreement below that value. (For the purposes of this
Agreement,the Minimum Appraisal Value is$12,000,000.00,and at no point can the COMPANY,
Cinergy,appeal the appraised value below$12M. For example, if in a few years NCAD appraises
this property at $15M, Cinergy can appeal to $13M and still be in compliance. Additionally, if
NCAD appraises the property at $10M and Cinergy never appealed it to $10M, then Cinergy is
still in compliance. If Cinergy appeals the property NCAD appraised at $13M to $10M, then
Cinergy is not compliant.)
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Section 5.05 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 5.06 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.
Section 5.07 Certificate of Compliance. At the time that Owner delivers to City the annual Ad
Valorem Schedule of Value and Schedule of Sales Tax Paid, Owner shall also deliver to City a
Certificate of Compliance, under which Owner warrants to the City that, to the best of its
knowledge, it is in full compliance with each of its obligations under this Agreement, including
stating that,to the best of its knowledge, the property is free and clear of any city code violations.
City has the right to inspect the facilities on the property and pertinent records of property to verify
compliance with City Codes. In the event there are code violations pending,Owner has sixty(60)
days to cure such code violations or such longer period reasonably necessary so long as Owner
commences to correct such violations within the aforesaid sixty (60) days. In the event Owner
fails to cure or commence to cure such code violations with the sixty(60)day cure period,the City
shall not abate taxes for that given year in which the code violations were not cured.
Section 5.08 Failure to Meet Obligations. In the event that Owner fails to fulfill any of its
obligations under this Agreement, and City has made demand on Owner to fulfill those specific
obligations,but more than sixty(60)days has elapsed since such demand and Owner has still failed
to materially fulfill the specific obligations that were the subject of City's demand,then the Owner
shall not be entitled to the annual Chapter 380 payments, rebates and Owner waives such rebate
payments for that specific year.
Article 6. Description of Applicable Property and Transfer of Land or Property to another
Entity,Adding or Removing Affiliates,and Remitting Taxes
Section 6.01 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 as Exhibit A.The COMPANY must include all accounts
containing property for which COMPANY proposed to receive rebates of ad valorem taxes paid
to the CITY.
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.
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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. In the event that COMPANY ceases to do
business on the Land,becomes insolvent or otherwise ceases to pay creditors as its debts becomes
due,then this agreement and its rebate terms shall automatically terminate.
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
County,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 Warranties.
Company warrants and represents to City the following:
(a) Company,is a corporation,partnership,or limited liability company,is duly organized,validly
existing,and in good standing under the laws of the State of Texas,and further has all corporate
power and authority to carry on its business as presently conducted in Corpus Christi,Texas.
(b) Company has the authority to enter into and perform, and will perform, the terms of this
Agreement.
(c) Company has timely filed and will timely file all local, State, and Federal tax reports and
returns required by law to be filed, and has timely paid and will timely pay all assessments,
fees, and other governmental charges, including applicable ad valorem taxes, during the term
of this Agreement.
(d) If an audit determines that the request for funds was defective under the law or the terms of
this agreement,Company agrees to either correct and resubmit the request for funds within 60
days of notice of defect or reimburse the City for the sums of money not authorized by law or
this Agreement.
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(e) The parties executing this Agreement on behalf of Company are duly authorized to execute
this Agreement on behalf of Company.
(f) Company does not and agrees that it will not knowingly employ an undocumented worker. If,
after receiving payments under this Agreement, Company is convicted of a violation under 8
U.S.C. Section 1324a(f) in any year during the Term of this Agreement,Company shall repay
the payments received for that year not later than the 120th day after the date Company has
been notified of the violation.This obligation will survive the termination of this Agreement.
Section 8.03 Force Majeure. If the City or Company are prevented, wholly or in part, from
fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident,
acts of enemies,fires,floods,earthquakes,high winds,storms,epidemics,pandemics,quarantines,
governmental actions or regulations, wars, civil disturbances, strikes, labor disputes, material or
labor shortages ("Force Majeure Event"), then the obligations of the City or Company are
suspended during continuation of the Force Majeure Event.The party affected by a Force Majeure
Event shall promptly notify the other party in writing,giving full particulars of the Force Majeure
Event and the anticipated duration of the delay. The affected party shall use commercially
reasonable efforts to mitigate the impact of the Force Majeure Event.
Section 8.04 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 sixty (60)days give notice to the CITY
of said sale or lease of property or any portion of property described in Exhibit A.
Section 8.05 Assignment. Company may not assign all or any part of its rights, privileges, or
duties under this Agreement without the prior written approval of the City Council. Any attempted
assignment without such approval is void,and constitutes a breach of this Agreement.
Section 8.06 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 8.07 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
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1201 Leopard
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-8
If to COMPANY: Cinergy 112,LLC
ATTN:Rich Schwarte,President and CFO
5005 Lyndon B.Johnson Freeway,
Suite 525
Dallas,Texas 75244
With copies to:
Section 8.08 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 8.09 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 8.10 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 I1.Thday of r fi , 2025.
F CORPUS C .I' TI ATTEST:
Heather Hurlbert City ecretary
Assistant City Manager
LEG RM APPROVED: Ia51Calrl b l AUTHORIZED
• !?Y COUNCIL �- 9-5J ueli a an, Assistant City Attorney
ity of Corpus Christ ILL.. Ls?L .
SECRETARY
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COMPANY:
RICH SCHWARTE, PRESIDENT ATTEST:
Cinergy 112,LLC
MPANY ACKNOWLEDGMENT
COUNTY OF braief " §
This instrument was acknowledged before me on !$ day of <J,/ _, 2025,
by RICH SCHWARTE,PRESIDENT OF CINERGY 112,LLC. /
Given under my hand an eal of office this)# day of l ,A.D.,2025
��� isiiiii (seal)
Notary Public .e,; ;,;;.; .....
;? i\ *
L
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EXHIBIT A
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