HomeMy WebLinkAboutC2024-319 - 12/10/2024 - Approved CITY OF CORPUS CHRISTI / 2AVH CALALLEN, LP
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT
This Chapter 380 Economic Development Agreement ("Agreement") is made and
entered into by and between 2AVH CALALLEN, LP, a Texas limited partnership company
("Company")and the CITY OF CORPUS CHRISTI,TEXAS,a home-rule municipal corporation
of Nueces County,Texas ("City").
RECITALS
WHEREAS, the Company desires to develop a tract of property approximately
25.2 acres located at US Highway 77 and CR 52, as more particularly described in the
conceptual plan for the project attached hereto as Exhibit "A", in Corpus Christi, Texas;
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 Corpus Christi City Council adopted Resolution No. 24-2029 on
December 10, 2024, authorizing the City to make an economic development grant not to exceed
$5,200,000.00 in ad valorem and sales tax grants for the economic development of the 25.2 acres
of land within the City of Corpus Christi,Texas for economic growth with Statewide Retailers and
Restaurants through the earlier to occur of December 31, 2036, or upon COMPANY'S receipt of
the total Chapter 380 Payments equal to the maximum amount of$5,200,000.00; 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
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SCANNED
in the state; and
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 Effective Date: The date which is January 1, 2027.
b. Ad Valorem Tax Revenues. Means the amount of property taxes collected by
the City on real property as described in Exhibit A, a portion of which will be
repaid to Company in the form of Chapter 380 Payments. With respect to
property owned, sold, or leased by Company, property tax revenues will still
generate incentives as per this agreement.
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. Appeal Rebate Date. Sixty 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.
e. 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..
f. Calendar Year. A period of time beginning January 1 and ending December 31 in a
numbered year.
g. Casual Fine Dining. A restaurant that offers table service where orders are taken by
wait staff.
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h. Company. Company is 2AVH Calallen, LP, and shall include Affiliates and
Assignees.
i. Company's Affiliates/Tenant(s). An entity which has leased land or
improvements from Company.
j. Assignee(s). An entity the company has sold or leased Land or Improvements
to, or an entity Company has assigned to or retained the rights to such rebate
reimbursement payments described in this Agreement.
k. Effective Date. The date this Agreement is signed by the City and Company.
1. Existing Improvements. Improvements other than New Improvements.
m. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also
include pavement, landscaping, structures, or equipment erected on or affixed to the
land,regardless of the land ownership,and utility lines,under,or across the land which
are owned by COMPANY. Improvements include Existing Improvements and New
Improvements.
n. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate
described in Exhibit A attached to this document.
o. Market Value. As determined and defined by the applicable CAD.
p. Maximum Amount. Shall mean ad valorem tax reimbursement and sales tax
reimbursement of up to$5,200,000.00.
q. National Chain Restaurant. An entity that has active business operations with physical
locations in at least three States.
r. National Retailer.An entity that has active business operations with physical locations
in at least three States.
s. Net Sales Tax. Shall be the total Sales Tax Revenues generated from sales after
deducting any administrative fees to the State Comptroller's Office.
t. New Improvements. Improvements which have been affixed to the Land and Placed
in Use.
u. 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).
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v. Retailer. A business that sells a good to the public for use or consumption rather than
for resale.
w. Sales Tax Effective Date. The date which is January 1,2027.
x. Sales Tax Revenues. Means the amount of 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. Sales Tax Revenues consist of: the City's share of all
sales tax collected from or attributable to the Project(excluding sales taxes paid
by company to any 3rd party vendor or contractor).
y. State-Wide Retailer/Restaurant. An entity that has an active business operation
with physical locations in at least two of the top ten Metropolitan Statistical
Area's in Texas.
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," the date this agreement is signed by
City. This Agreement shall terminate upon the earlier to occur of December 31, 2036, or (ii)
COMPANY'S receipt of the total Chapter 380 Payments equal to the Maximum Payment
Amount of up to $5,200,000.00, 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
COMPANY which extend beyond the original term of the Agreement.
Section 1.02 Exclusion. This Agreement excludes the existing Hobby Lobby Tract, Lot I R, and
excludes the existing Hobby Lobby Parking Lot.
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 to the CITY that are attributable to the
Improvements to the Land. The payment obligation is more specifically described as follows:
a. Beginning on the Ad Valorem Effective Date,the CITY will proportionally rebate ad valorem
tax revenues. The "Reimbursable Tax Amount", which is the ad valorem taxes paid by
the COMPANY to the account of the CITY in the following amounts:
(1) 75% of the Reimbursable Tax Amount paid by COMPANY for the CITY Ad
Valorem Taxes received from COMPANY on Existing Improvements owned
by COMPANY on the Land.
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(2) 75% of the Reimbursable Tax Amount paid by COMPANY for the CITY Ad
Valorem taxes finally received from COMPANY on any New Improvements
owned by COMPANY on the Land.
(3) Exclusion: Business personal property is excluded.
(See attached Exhibit B for examples.)
b. With respect to each COMPANY CAD Geographic ID subject to rebate, such
rebate shall be paid by the Non Appeal Rebate Date following COMPANY's
certification of such no-appeal status for each CAD Geographic ID.
In the event of an appeal, the CITY will rebate the reimbursable taxes to the
COMPANY by the Appeal Rebate Date.
If the COMPANY, co-tenants and/or Company's assignee appeals the value of a
CAD Geographic ID, then the reimbursable taxes for such CAD Geographic ID
will be paid until the final determination concerning the amount of ad valorem
taxes that should be properly assessed.
c. The COMPANY shall provide evidence, satisfactory to the CITY, of payment
of the ad valorem taxes on property ID's.
d. The base year for calculating the Ad Valorem Tax Rebate shall be 2024.
Section 2.02 Company Schedule of Value. On or before August 31 of each year, following the
Ad Valorem Effective Date and the Sales Tax Effective Date of this Agreement, the COMPANY
shall provide to the CITY an itemized Schedule of Value, listing all CAD Geographic ID numbers
and the values related thereto, and showing all Land and Improvements owned or controlled by
the COMPANY,Company's Tenants or Companies Buyers,including and identifying the property
to be valued as part of this Agreement (the "Schedule"). 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, informational documents provided by the COMPANY to the applicable CAD and, in the
event of appeal, the Appraisal Review Board. Failure to provide the Schedule to the CITY shall
constitute a waiver of the right to receive reimbursement pursuant to this agreement for the
calendar year. Such reimbursement shall toll and be disbursed to COMPANY in the following
calendar year.
Section 2.03 Determination of Value. The COMPANY shall timely provide information and
reports required under this Agreement and under Texas law,rules and regulations to the applicable
CAD or its designee, so that the appraisal process can be completed in accordance with all
applicable state laws.
Section 2.04 Company Protest of Value or Billing. If the COMPANY elects to protest the
valuation set on any of its properties by the applicable CAD for any year or years during the term
hereof, it is agreed that nothing in this Agreement shall preclude the protest, and the COMPANY
shall have the right to take all legal steps desired to reduce the same. A reduction of the taxable
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value will reduce the reimbursable amounts pursuant this agreement. The COMPANY must
cooperate with the CITY in determining what taxes and accounts are subject to protests to ensure
the CITY is accurately maintaining and disbursing funds in the Reimbursement Account.
Section 2.05 Calculation of Amount Due. Within 30 days after request by the COMPANY,
following COMPANY's submission of taxes paid and lists of accounts determined reimbursable
by this agreement,the CITY shall provide a report to the COMPANY specifying the accounts and
amounts subject which sets forth the amount of the Reimbursable Tax Amount.
Section 2.06 Payment. The COMPANY agrees to pay its ad valorem taxes so as not to be
delinquent under the Texas Property Tax Code. The COMPANY further agrees to provide an
accurate report of all amounts paid for ad valorem taxes on the Land, Existing Improvements
thereon, New Improvements thereon; and properly pay CITY ad valorem taxes due on or before
January 31 st of each year. Penalties and/or interest that are paid by the COMPANY will not be
subject to rebate to the COMPANY.
Article 3. Chapter 380 Rebates of City Sales/Use Taxes Paid by Company
Section 3.01 Rebate of City Sales Tax. Each year during the term hereof, the CITY shall rebate
a portion of net sales tax paid by COMPANY to the State that are attributable to taxable
transactions on the LAND and remitted to the CITY pursuant to Texas Tax Code 321.101 for any
lawful purpose. The payment obligation is more specifically described as follows, but may be
reduced as provided in this agreement, notably Article 5:
A. Beginning on the Sales Tax Effective Date, the CITY will proportionally
rebate (as indicated below) one 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. Years 1-10 shall be 50% net sales tax
reimbursement, subject to all and in accordance with all terms under this
agreement. (See attached Exhibit B for examples.)
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 other district, corporation or entity.
There will also be no reimbursement to COMPANY from a sales tax for property tax relief,
for a sports or community venue project, for a metropolitan or rapid transit authority, for
street maintenance, or for any other use that is limited by state law.
b. For each calendar year subject to Section 3.01, the CITY will rebate the Net Sales Tax
in accordance with all terms of this agreement.
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c. On or before June 1st of each, the COMPANY will notify the CITY of the amount of
Reimbursable Net Sales Tax it has paid to the State and provide documentation
confirming the amount and the payment as described in Section 3.03 of this
Agreement.
d. Net Sales Tax Funds owed shall be paid by the CITY to the COMPANY on or before
August 1 S` 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
Reimbursement of 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.
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. 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 June 1st following each calendar year
following the Ad Valorem Effective Date and the Sales Tax Effective Date of this Agreement,the
COMPANY shall provide to the CITY Sales/Use Tax Paid by COMPANY for the preceding
calendar year. This Schedule shall document the sales/use tax paid by COMPANY on all taxable
transactions on the Land during the preceding calendar year. COMPANY must include in its
schedule the sales/use tax accounts subject to this Agreement. The COMPANY here consents to
the CITY'S review of the pertinent sales/use tax forms, information, and documents provided by
the COMPANY to the Comptroller.
Failure on the part of COMPANY to provide the Sales Tax Schedule to the CITY shall constitute
a waiver of COMPANY'S right to receive reimbursement pursuant to this Agreement for the
calendar year. Such reimbursement shall toll and be disbursed to COMPANY in the following
calendar year, and shall be limited to the prior year only.
Section 3.04 Calculation of Amount Due. Within 30 days after request by the COMPANY,
following COMPANY's submission of its Sworn Schedule of Sales/Use Tax Paid by Company for
the preceding calendar year, the CITY shall provide a report to the COMPANY identifying the
relevant account on or before August 1st.
Section 3.05 Audits. Sales/use tax is audited periodically by the Comptroller. The audit period is
often multiple years and may result, when final, in additional sales/use tax liability or in a refund
of previously paid sales/use tax
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a. If COMPANY incurs additional sales/use liability as a result of an audit,upon the final
determination of liability the reimbursement from CITY to COMPANY under this
Agreement will be handled in the same manner as a normal sale/use tax payment. CITY
will not be responsible for reimbursing any penalties and/or interest paid by the
COMPANY.
b. If COMPANY receives a refund from the State as a result of an audit,the COMPANY
will reimburse the CITY for any portion of refunded city sales/use tax that had been
previously rebated to COMPANY from CITY. Within 90 days of receipt of a sales/use
tax refund, the COMPANY must provide to CITY a schedule similar to the sales/use
tax refund request detailing the refund transactions and amount COMPANY owes to
the CITY and, upon confirmation of that amount by CITY, shall promptly repay it to
CITY.
Section 3.06 Compliance with Texas Tax Code. The COMPANY agrees to pay sales/use taxes
due to the State so as not to be delinquent under the Texas Tax Code.Any Penalties and/or interest
paid by the COMPANY to the State with respect to city sales/use Tax will not be subject to rebate
to the COMPANY.
Article 4. 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 $5,200,000.00, which may be the earlier to
occur of December 31, 2036, or (ii) COMPANY'S receipt of the total Chapter 380 Payments
equal to the Maximum Payment Amount of up to$5,200,000.00.
Section 4.02 Development Terms. The following are the development requirements that
Company shall comply with as part of this agreement:
1. Company shall have commenced substantial construction of this project by December 31,2027
- December 31, 2028, or this Economic Development Incentive Agreement shall automatically
terminate. "Substantial Construction" shall mean that the Company has completed a significant
portion of the total construction work such that the project is visibly underway, including but not
limited to commencement of key infrastructure systems necessary for continued progress toward
final completion. For the purposes of this Agreement, Substantial Construction must be sufficient
to demonstrate the Company' s good faith intent and ability to complete the project within a
reasonable time thereafter
2. Company shall develop a minimum of 80,000 SF of Anchor Retail Center on Lot 8 of Exhibit
A, and anchor store shall be no less than 30,000 SF and must be a National Retailer or a State-
wide Retailer.
3. Company shall develop a minimum of three pad sites for Lots 3a, 3b, 4, 5, 6, and 7 of Exhibit
A. Two pad sites shall be a National or a State-Wide Retailer or Restaurants.
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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
automatically terminate this Agreement and CITY's obligation to pay future funds to
COMPANY under this Agreement will terminate.
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 or such longer
period as is reasonably necessary to cure default if such default cannot be cured within 60 days
and the longer period is agreed to by all parties as an amendment to this agreement.
Section 5.04 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 5.05 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.
Section 5.06 Failure to Meet Obligations. In the event that COMPANY fails to fulfill any of its
obligations under this agreement, and City has made demand on COMPANY to fulfill those
specific obligations within the allotted timeframe within, and COMPANY has still failed to
materially fulfill the specific obligations that were the subject of City's demand, then the
COMPANY shall not be entitled to the annual Chapter 380 payments, rebates and COMPANY
waives such future rebate payments due to breach of this agreement and its terms.
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
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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. The Company may update such Geographic ID numbers and accounts list from time
to time,if such property is subdivided in the future, and notify City at or prior to the time of rebate
request.
Section 6.02 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or
Improvements to any entity,the COMPANY shall give notice to the CITY of said sale or lease at
or prior to the time of rebate request.
Section 6.03 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 6.04 No Third-Party Beneficiaries, Setoff. Except as specifically assigned with
permission of the CITY, no entity other than CITY or COMPANY shall have any right in this
agreement or funds due pursuant to this Agreement. Further, the purpose of this agreement is to
incentivize the continued operation and expansion of COMPANY.If the COMPANY fails to make
payments of taxes or other amounts to the City,then amounts in the Reimbursement Account may
be transferred to the CITY in satisfaction of any debts to the CITY. In the event that COMPANY
ceases to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its
debts becomes due,then amounts in the Reimbursement Account will inure to the CITY. Amounts
in the Reimbursement Account will not be assignable, and creditors of COMPANY shall have no
claim to any amounts in the Reimbursement Account or amounts otherwise owed or payable by
CITY to COMPANY.
Article 7. Procurement
Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire 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.
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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
sixty (60) days of notice of defect or reimburse the City for the sums of money not authorized
by law or this Agreement, not to exceed four(4)years.
(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), 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 Developer 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, epidemics, pandemics, quarantines, governmental
actions,approvals,or regulations,wars,civil disturbances,strikes,labor disputes,material or labor
shortages ("Force Majeure Event"), then the obligations of the City or Developer 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 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.
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Section 8.05 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: 361-8
If to COMPANY: 2AV1I Calallen,LP
Address of Company:
Po. Row 1 0 7,1,
-5-nA.44.y,7rir 7P-10 9
Section 8.06 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 8.07 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 8.08 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 WIMUOF, the .Pasties here have caused this instrument to be duly
executed as of the 1 tv y of S.Q \ , 2025.
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CITY OF CORPUS CHRISTI ATTEST:
Heather I lurlbcrt,Assistant City Manager Cit ecretar
y
LEGAL FORM APPROVED:
) 7 tsi.„5.__,_.e&354k0 AUTHORIZED
Ja " ueli a S. Bazan, Assistant City Attorney COUNCIL l a- 16 `
J i'
v
SECRETARY
COMPANY,2AVII Calallen,LP:
COMP NY
2AVH Calallen LP
By: -.3-all'ett iffele,,
Name:
Title: nA6- �
COMPANY ACKNOWLEDGMENT
THE STATE OF —TEXAS" §
COUNTY OF R fit-R Rz c § -ice i n�
This instrument was acknowledged before me on IS day of STeP iE`�m tjC) , 2025,
by . A-0 12.P TT AMME ,on behalf of said Company.
Given under my hand and seal of office this 1 day of SQP f Parw_IOA-.U.,2025
t 11 ht (seal)
Notary Public
r "" RAFAEL AVILA VELA
� v`=Notary Public.State of Texas
: = CommExpires 04.30.2028
`,:`; Notary IDi 134878008
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Exhibit A
Property Description
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Exhibit B
Examples of Ad Valorem Rebates and Sales Tax Rebates
(May be subject to change annually as the tax rates and sales revenue may differ annually.)
Estimated City Property&Sales Tax Collections Timeline
EsIlmaled Constr.CosllDevelopmenlPhase EstlmaledCl1yProperty Tales Collecled 10138
PhastdOevelopmenl ConstruclbnCosl 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Phastl $ 18,250,000 $ 51,119 $ 65,675 $ 11,148 5 71,148 $ 76,621 S 16,621 $ 62,094 S 82,091 $ 87,567 $ 81,567
Phase S 11,950,000 $ 35,836 $ 43,001 $ 46,587 S 46,581 $ 50,171 $ 50,111 $ 53,155 S 51,155 $ 57,338 S 51,313
Phase $ 23,600,000 $ 14,155 $ 70,773 $ 84,928 $ 92,005 $ 92,005 S 99,083 $ 99,093 $ 106,160 $ 106,160 $ 113,237
T41aICon10,Cost $ 53,80O,000
Told Ta blletdens 8164,121 $179,451 $202,664 $209,741 $211,798 $225,815 $234,931 $242,009 $251,065 $2E8,143 $2,121,398
••I1M01$l tiamosntleont
Estimated Sales RevenueiOeeelopmen1 Phase E Mina led Clly Sales Tax Col lee led i1K Sales iae) Tolst
Phased Development Est,Sales Revenue 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Phase 1 $ 9,000,090 $ 90,000 $ 90,903 $ 91,809 $ 92,121 $ 93,654 $ 94,591 $ 95,537 $ 95,492 $ 97,457 $ 98,432
Phase2 $ 16,500,003 S 165,000 $ 166,65D $ 168,317 $ 110,000 $ 171,100 $ 113,411 $ 175,151 $ 176,902 $ 118,611 $ 180,458
Phase $ 51,000,000 $510,003 $515,100 $520,251 $525,454 $530,108 $536,015 $541,375 $546,169 $552,257
IO1atSstasRevenue $ 16,500,000
T014IC11y Tax Collections $255,000 $767,654 $775,226 $782,978 S 790,821 519$,716 $806,703 $814,710 $812,917 $831,147 $7,445,813
me4nedIn cent eft.PIopesnTaxp6%!.Salts lax 15O%) I206,040 $518,364 $539,610 $64d,795 $559,50/ $568.764 1579,550 $588.892 $599,758 $609,180 $5.318,455
u
15