HomeMy WebLinkAboutC2026-055 - 4/28/2026 - Approved DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI,
TEXAS,AND RHODES DEVELOPMENT,INC.
This Development Agreement(the "Agreement") is entered into by and between the City
of Corpus Christi,Texas, a Texas home-rule municipality (the "City")and Rhodes Development,
Inc., a Texas corporation (the "Developer"); to be made effective on the Effective Date, as
hereinafter defined.
RECITALS
WHEREAS, the City is a home rule municipality of the State of Texas located within
Nueces County (the "County");and
WHEREAS, the City recognizes the importance of its continued role in economic
development within the region and desires to encourage development to benefit its inhabitants and
the surrounding area by promoting job growth, increasing housing availability and enhancing the
standard of living; and
WHEREAS,certain terms used in these Recitals are defined in Section 2; and
WHEREAS, Developer either owns or is under contract to purchase approximately 298
acres located in Nueces County, Texas, said property being more particularly described by metes
and bounds contained in Exhibit A and depicted in Exhibit B, each attached hereto and made a
part hereof(the "Property"); and
WHEREAS,the Property is located in the City's extraterritorial jurisdiction as defined by
Chapter 42,TEx.Loc.Gov'T CODE(the"ETJ"),and, in conjunction with the authorization of this
Agreement, the Property is intended to be annexed into the City, resulting in all Property being
located wholly within the municipal limits of the City and not within the corporate limits or
extraterritorial jurisdiction of any other municipality; and
WHEREAS, Developer plans to develop the Property as a residential development
consisting of approximately 1,154 lots of varying sizes in accordance with the concept plan set
forth in Exhibit B,which development is expected to occur over a number of years in phases;and
WHEREAS, the Property is coterminous and lies within the Mirabella Public
Improvement District(the"PID")created by Resolution No.033532 approved by the City Council
on December 3, 2024, and recorded in the real property records of Nueces County, Texas, as
Instrument No. 2024042115 on December 10, 2024, in accordance with and pursuant to Chapter
372,Texas Local Government Code, as amended ("PID Act"); and
WHEREAS,the Property additionally lies within the Reinvestment Zone Number Seven,
City of Corpus Christi, Texas (the "Zone" or "TIRZ") established by Ordinance No. 033830
adopted by the City Council on January 13, 2026, in accordance with and pursuant to the Tax
Increment Financing Act, Texas Tax Code Chapter 311, as amended (the "Zone Act" or"TIRZ
Act");and
MIRABELLA DEVELOPMENT AGREEMENT—Page 1
SCANNED
WHEREAS,the TIRZ is divided into separate subzones,with the Property being located
within and coterminous with the boundaries of Subzone A (the"Subzone A")of the TIRZ; and
WHEREAS, Developer intends to begin development of the Property upon the full
execution of this Agreement and the approval of preliminary plat(s) consistent with the Concept
Plan attached hereto as Exhibit B, if not already approved as of the Effective Date hereof; and
WHEREAS, contingent upon the partial or total financing of the PID Improvements,
Developer intends for the design,construction,and installation of the PID Improvements to occur
in a phased manner and to dedicate such PID Improvements to the City,subject to the approval of
the plans and inspection of the PID Improvements in accordance with this Agreement and the City
Regulations; and
WHEREAS, the maximum principal amount of PID Bonds to be issued by the City
pursuant to the PID Act is $110,600,000.00; provided, however, in no event shall PID Bonds be
issued in an amount which exceeds eligible costs under the PID Act;and
WHEREAS, notwithstanding the City funding all or a portion of the PID Improvement
Costs, the Developer will be required to fund shortfalls, if any, associated with the PID
Improvements and all Public Infrastructure, as hereinafter specified; and
WHEREAS, the City—subject to the consent and approval of the City Council, the
satisfaction of all conditions for PID Bond issuance,Developer's compliance with this Agreement,
and in accordance with the terms of this Agreement—shall use good faith efforts to: (i) adopt a
Service and Assessment Plan (as defined below); (ii) adopt one or more Assessment Ordinances
(to finance or reimburse Developer for all or a portion of the PID Improvement Cost and the costs
associated with the administration of the PID and the issuance of the PID Bonds,and for repayment
of PID Bonds); and (iii) issue PID Bonds, in multiple series if requested, up to an amount
considered feasible by Developer and City for the purpose of financing the PID Improvements in
accordance with the Service and Assessment Plan and reimbursing Developer for certain costs
associated therewith and as described herein;and(iv)adopt a project plan and financing plan under
the TIRZ Act for Subzone A which allows for such tax increment revenues generated from
Subzone A to reduce or buy down the PID Assessment actually paid; and
WHEREAS,the Parties agree that the costs for the PID Improvements,together with other
improvements described herein,qualify as"project costs"as that term is used under the TIRZ Act;
and
WHEREAS,to the extent funds must be advanced to pay for any costs associated with the
issuance of PID Bonds or the preparation of documentation related thereto, including any costs
incurred directly by the City and its consultants and advisors (excluding the fees associated with
the PID Bonds and paid from PID Bond proceeds, and excluding any costs incurred as the result
of third party inquiries, requests, or projects), Developer shall be responsible for advancing such
funds and shall have a right to reimbursement for the funds advanced from the PID Bond proceeds
and/or Assessment revenues, and the City will not be responsible for such reimbursement or the
payment of any such costs from any other sources of funds; and
MIRABELLA DEVELOPMENT AGREEMENT—Page 2
WHEREAS, the amount of ad valorem tax increment attributable to and collected from
real property within Subzone A during the life of the TIRZ, with such ad valorem tax increment
being calculated by taking the total ad valorem taxes collected by the City from real property
within Subzone A for any given tax year in which this Agreement is in effect, less the Subzone A
Tax Increment Base(the"City's Subzone A Tax Increment"); and
WHEREAS,for any given tax year during the term of this Agreement and pursuant to the
TIRZ Project and Finance Plan, the City agrees to contribute fifty (50%) percent of the City's
Subzone A Tax Increment, by earmarking and depositing such monies into the Subzone A Fund
established by the City in connection with the TIRZ in the manner and for such use(s) as more
fully set forth herein (the"City's Subzone A Tax Increment Payment"); and
WHEREAS,the Parties acknowledge that for any given tax year the remaining fifty(50%)
percent of the Subzone A Tax Increment shall be unrestricted for use by the City; and
WHEREAS,the County has previously entered into an interlocal agreement with the City
pursuant to Chapter 791,Texas Government Code,and Chapter 311,Texas Tax Code,under which
the County has agreed to, inter alia, contribute forty-five percent(45%)of the County's Subzone
A Tax Increment for any given tax year, by earmarking and depositing such monies into the
Subzone A Fund established by the City in connection with the TIRZ to be used in a manner
consistent with said interlocal agreement and the TIRZ Project Plan and Finance Plan (the
"County's Subzone A Tax Increment Payment"); and
WHEREAS, it is the intent of the Parties that funds deposited by the City and other
Participating Taxing Entities into the Subzone A Fund are to be used to offset or pay off a portion
of any Assessments levied by the City on parcels within the Mirabella Public Improvement
District, being coterminous with Subzone A, to the extent permitted under the TIRZ Act; except
as otherwise expressly provided herein;and
WHEREAS,the City recognizes that entering into this Agreement for the construction and
installation of the PID Improvements:(a)bring a positive impact to the City;(b)promote state and
local economic development; (c) stimulate business and commercial activity in the municipality;
(d) promote the development and diversification of the economy of the state; (e) promote the
development and expansion of commerce in the state; and (f) eliminate some unemployment or
underemployment in the state.
NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations,
and benefits contained in this Agreement that will accrue to the Parties, the receipt and adequacy
of which are hereby acknowledged,the Parties hereby agree as follows:
SECTION 1
RECITALS; NON-WAIVER OF LEGISLATIVE DISCRETION
The above facts,understandings,and agreements of the Parties contained in the Recitals to
this Agreement are hereby fully incorporated herein by reference for all intents and purposes and
made an enforceable part of this Agreement between the Parties.
MIRABELLA DEVELOPMENT AGREEMENT—Page 3
Non-Waiver of Legislative Discretion. The Parties acknowledge that certain provisions of
this Agreement may be subject to future actions of City Council, which are subject to the Texas
Open Meetings Act and may not be prescribed as to outcome. Nothing contained in this
Agreement shall be construed as creating a contractual obligation that controls, waives, or
supplants the discretion of the City Council regarding future actions for the levy of assessments
for the PID, entering into PID reimbursement agreement(s), and/or the issuance of any debt
obligations thereunder. To the extent of a conflict between this Section and another provision of
this Agreement,this Section controls.
SECTION 2
DEFINITIONS
Unless the context requires otherwise,the following terms,as used in this Agreement, shall
have the meanings hereinafter set forth:
Agreement shall mean this Development Agreement.
Assessment(s)shall mean any special assessment levied by the City on property within the
PID pursuant to Chapter 372, Texas Local Government Code, pursuant to an Assessment
Ordinance, to pay for a specific portion of the Budgeted Cost, which shall be PID Improvement
Costs.
Assessment Ordinance shall mean an ordinance adopted by the City Council which
authorizes Assessments to be levied on the Property in accordance with the PID Act, the purpose
of which shall be to pay for a specified portion of the costs of certain PID Improvements and
interest thereon as set forth in the Service and Assessment Plan as well as the costs associated with
the issuance of the PID Bonds that provide a special benefit to the Property.
Assessment Roll(s) shall mean an Assessment Roll(s) attached to the Service and
Assessment Plan or any other Assessment Roll in an amendment or supplement to the Service and
Assessment Plan or in an annual update to the Service and Assessment Plan,which shows the total
amount of the Assessment against each parcel assessed under the Service and Assessment Plan
related to the PID Improvements.
Available Subzone A Tax Increment Funds shall mean any and all available monies
deposited in the Subzone A Fund by Participating Taxing Entities, including the City and the
County,as a result of their respective Subzone A Tax Increment Payments.
Bond Ordinance shall mean an ordinance adopted by the City Council that authorizes and
approves the issuance and sale of the PID Bonds by the City.
Budgeted Cost(s), with respect to any given PID Improvement, shall mean the estimated
cost of such improvement as set forth in Exhibit C.
City shall mean the City of Corpus Christi, Texas a home rule municipality located in
Nueces County,Texas.
City Council shall mean the City Council of the City of Corpus Christi,Texas.
MIRABELLA DEVELOPMENT AGREEMENT—Page 4
City Manager shall mean the City Manager of the City of Corpus Christi, Texas, or a
person designated to act on behalf of that individual if the designation is in writing and signed by
the current or acting City Manager.
City's Subzone A Tax Increment shall mean the ad valorem tax increment attributable to
and collected from real property within Subzone A during the life of the TIRZ, with such ad
valorem tax increment being calculated by taking the total ad valorem taxes collected by the City
from real property within Subzone A for any given tax year in which this Agreement is in effect,
less the Subzone A Tax Increment Base.
City's Subzone A Tax Increment Payment shall mean for any given tax year fifty percent
(50%) of the City's Subzone A Tax Increment collected by the City from real property within
Subzone A that the City has agreed to deposit into Subzone A Fund in accordance with the terms
and conditions of this Agreement and the TIRZ Final Project and Finance Plan.
City Regulations shall collectively mean (i) Code of Ordinances, City of Corpus Christi,
Texas,the City's Unified Development Code("UDC"),the City's subdivision regulations,and the
City's engineering design standards in effect as of the Effective Date, and (ii) all International
Code Council-sanctioned and National codes, as amended and as adopted by the City, including
but not limited to the International Building, Construction, Electrical, Energy Conservation, Fire,
Fuel Gas, Mechanical, Plumbing, Residential and similar standard codes, and other policies and
regulations duly adopted by the City Council and in effect as of submittal of the preliminary plat
for a phase of the Development.
Concept Plan shall mean the site plan and conceptual plan for the Property agreed to by
the Parties and more particularly described in Exhibit B attached hereto and incorporated herein
by reference.
Cost Overruns shall mean actual PID Improvement Costs that are more than the Budgeted
Costs set forth in the Service and Assessment Plan,as described in Subsection 7.2.
Cost Underruns shall mean actual PID Improvement Costs that are less than the Budgeted
Costs set forth in the Service and Assessment Plan,as described in Subsection 7.3.
County shall mean Nueces County,Texas.
County Subzone A Tax Increment shall mean for any given year in which the County is
participating in Subzone A of the TIRZ under the terms of the Interlocal Agreement with the City,
the amount of ad valorem tax increment attributable to and collected by the County from real
property within Subzone A, with such ad valorem tax increment being calculated by taking the
total ad valorem taxes collected by the County from real property within Subzone A for any given
tax year in which the Interlocal Agreement is in effect, less the Subzone A Tax Increment Base.
County Subzone A Tax Increment Payment shall mean for any given tax year in which
the County is participating in Subzone A of the TIRZ under the terms of the Interlocal Agreement
with the City, forty-five percent(45%)of the County's Subzone A Tax Increment collected from
real property within Subzone A,which the County is obligated to deposit into the Subzone A Fund.
MIRABELLA DEVELOPMENT AGREEMENT—Page 5
Developer shall mean Rhodes Development, Inc.,a Texas corporation and its successors,
affiliates, and assigns,responsible for developing all or any portion of the Property in accordance
with this Agreement.
Development shall mean the development on the Property that is the subject of this
Agreement in accordance with the Concept Plan shown in Exhibit B.
Development Standards shall mean those development standards applicable to the
Property as set forth in the City Regulations for property located in the ETJ.
Effective Date shall mean the date on which the last of the Parties has executed this
Agreement making the same fully executed.
End Buyer shall mean any developer, developer homebuilder, homebuilder, homeowner,
tenant, user,or owner of a Fully Developed and Improved Lot.
Estimated Build Out Value shall mean the fair market value of a developed lot,including
all improvements to be constructed thereon, as estimated at the time the applicable Assessments
are levied.
Extraterritorial Jurisdiction or ETJ shall mean the extraterritorial jurisdiction of the
City,as that term is defined in Chapter 42,Texas Local Government Code.
Force Majeure shall mean,and be deemed to include without limitation,any acts of God,
strikes,lockouts,or other industrial disturbances,acts of a public enemy,acts or orders of any kind
of the Government of the United States or the State of Texas, or any civil or military authority,
insurrection, riots, epidemics, pandemics, quarantine, viral outbreaks, landslides, lightning,
earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government
and people,civil disturbances,explosions,breakage or accidents to machinery,pipelines or canals,
partial or entire failure of water supply,or other acts, events, causes, or circumstances not within
the reasonable control of the Party claiming such inability and that could not have been avoided
by such Party with the exercise of good faith,due diligence, and reasonable care.
Fully Developed and Improved Lot shall mean any lot in the Property, regardless of
proposed use, intended to be served by the PID Improvements and is included in a final plat that
has been approved by the City and recorded in the Real Property Records of Nueces County,Texas,
and for which the PID Improvements serving said lot have been fully constructed and approved
by the City.
Future Land Uses shall mean the uses or activities that shall be permitted to continue or
carried out on the Property subsequent to said Property being annexed into the corporate limits of
the City, subject to the provisions of this Agreement. Future Land Uses shall be construed to
include any and all (i) height(s), number of stories, and size(s) of buildings and other structures;
(ii) the percentage(s) of lot(s) that may be occupied; (iii) the size(s) of yards, courts, and other
open spaces; (iv) population density(ies); and (v) the location(s) and use(s) of buildings, other
structures, and land for business, industrial, residential, or other purposes, to the extent the same
are identified or otherwise described in the site plan(s) and/or Concept Plan(s) attached hereto as
MIRABELLA DEVELOPMENT AGREEMENT—Page 6
Exhibit B, and as may be shown on any plat approval(s), whether final or preliminary, given by
the City in relation to the Property in connection to the Development.
Goods and Services shall mean the goods and services that are provided by, performed,
and/or installed by Developer pursuant to this Agreement. The Parties agree that the Goods and
Services provided by Developer hereunder are "Goods and Services" as that term is defined in
Section 271.151 of the Texas Local Government Code, and this Agreement shall be subject to
Chapter 271, Texas Local Government Code, for the purposes of interpretation and enforcement
between the Parties.
HOA shall mean the homeowners association created for the Development of the Property.
Home Buyer Disclosure Program shall mean the written Seller's Disclosure Forms
required by TEx.PROP.CODE§5.008 and the Notice of Obligations Related to Public Improvement
District required by TEX.PROP.CODE § 5.014(A)provided to an End Buyer prior to closing.
Impact Fees shall mean those"impact fees," as defined in Chapter 395 of the Texas Local
Government Code, as adopted by the City and in effect as of the Effective Date hereof.
Improvements Account of the Project Fund shall mean that account as defined or
described in any Indenture.
Indenture shall mean a trust indenture by and between the City and a trustee bank under
which the PID Bonds are secured and funds disbursed.
Landowner shall mean the Developer and any additional owners of the Property.
Landowner Consent Certificate shall mean the certificate, generally in the form of the
document set forth in Exhibit D, of an owner of the Property consenting to the levy of
Assessments.
Notice shall mean any notice required or contemplated by this Agreement (or otherwise
given in connection with this Agreement).
Participating Taxing Entity shall mean a taxing unit participating in Subzone A of the
TIRZ, which under this Agreement specifically includes the City, the County, and such other
taxing entities that have agreed to participate in Subzone A by contributing a percentage of their
ad valorem tax increment revenue attributable to and collected from real property within Subzone
A over the life of the TIRZ,as may be evidence by any interlocal agreements with the City.
Parties shall collectively mean, the Developer and the City; Party, individually, means
either Developer or the City.
PID shall mean the Mirabella Public Improvement District created by the City for the
benefit of the Property,pursuant to Chapter 372,Texas Local Government Code, as amended.
PID Act shall mean Chapter 372, "Improvement Districts in Municipalities and Counties,"
Texas Local Government Code,as amended.
MIRABELLA DEVELOPMENT AGREEMENT—Page 7
PID Administrator shall mean a company,entity,employee,or designee of the City,who
is experienced in public improvement districts and assessment administration and tax increment
zones and who shall have the responsibilities provided in the Service and Assessment Plan and
Final TIRZ Project and Finance Plan, or any other agreement or document approved by the City,
related to the duties and responsibilities for the administration of the PID and TIRZ,as applicable.
PID Bonds shall mean those assessment revenue bond(s) issued by the City and secured
by Assessments on Property within the PID.
PID Documents shall mean the City Council-approved and adopted (a) PID Resolution;
(b) Service and Assessment Plan; (c) Assessment Ordinance, and (d) bond ordinance(s), as
described in the Recitals to this Agreement.
PID Improvements shall collectively mean water, sewer, drainage, roadway, park, trail,
and any other facilities and improvements contemplated by the PID Act and needed to serve and
fully develop the Property within the PID, which shall be constructed or caused to be constructed
by the Developer by or on behalf of the City, including but not limited to the improvements listed
in Exhibit C herein and to be reflected in the Service and Assessment Plan.
PID Improvement Costs shall mean the design, engineering, construction, construction
management, inspection, and other associated costs of the PID Improvements, with such costs
being more particularly estimated in the attached Exhibit C.
PID Resolution shall mean Resolution No. 033532 adopted by the City Council creating
the PID pursuant to Section 372.010 of the PID Act and approving the advisability of the PID
Improvements.
Project shall mean the Development of the Property as generally depicted in the Concept
Plan.
Property shall mean that certain 298 acres,more or less,of real property located in Nueces
County,Texas,said property being as more particularly described by metes and bounds description
contained in Exhibit A and as depicted on Exhibit B.
Public Infrastructure shall mean all water, sewer, drainage, roadway, park, trail, and
other public infrastructure necessary to serve the full development of the Property, which Public
Infrastructure includes, but may not be limited to,the PID Improvements.
Real Property Records of Nueces County shall mean the official land recordings of the
Nueces County Clerk's Office.
Service and Assessment Plan or SAP shall mean the PID Service and Assessment Plan
adopted by the City Council, and amended annually, if needed, by the City Council pursuant to
the PID Act for the purpose of assessing allocated costs against property located within the
boundaries of the PID and having terms,provisions and findings approved by the City,as required
by this Agreement.
MIRABELLA DEVELOPMENT AGREEMENT—Page 8
Subzone A shall mean Subzone A of the TIRZ,which is coterminous with the boundaries
of the Property and is as more fully described in the TIRZ Project Plan and Finance Plan, and in
the TIRZ No. 7 Ordinance No. 033830.
Subzone A Fund shall mean the account or subaccount set up by the City for receipt of
the portions of Subzone A Tax Increment respectively obligated to be deposited Participating
Taxing Entities, which includes the City, in accordance with the TIRZ Documents and the TIRZ
Act.
Subzone A Tax Increment Base shall mean the total appraised value of all Property
located within the boundaries of Subzone A as of 2026, the year in which the TIRZ was created
by the City through passage of the TIRZ Ordinance.
Subzone A Tax Increment Payments shall collectively refer to the City's Subzone A Tax
Increment Payments and the County's Subzone A Tax Increment Payments, together with any
other Participating Taxing Entity's tax increment payments,deposited in the Subzone A Fund over
the life of the TIRZ under this Agreement.
TIRZ means Reinvestment Zone Number Seven, City of Corpus Christi, created by the
City in the passage of the TIRZ Ordinance pursuant to the TIRZ Act to implement tax increment
financing.
TIRZ Act means the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code,
as amended.
TIRZ Documents means(a)the TIRZ Project and Finance Plan;(b)the TIRZ Ordinance;
and(c)this Agreement.
TIRZ Fund(s) means the fund(s) set up by the City to receive the TIRZ monies in
accordance with the TIRZ Documents and applicable state law.
TIRZ Ordinance means Ordinance No. 033830, approved and adopted by the City by
formal action of the City Council establishing the TIRZ pursuant to the TIRZ Act, and any
subsequent ordinance(s)effectuating amendments thereto,over all or any portion of the Property.
TIRZ Project Plan and Finance Plan or Project and Finance Plan or Final Project
Plan and Finance Plan means the project plan and finance plan adopted by the City for the TIRZ,
as may be amended from time to time, consistent with the TIRZ Act and this Agreement, with
such Project Plan and Finance Plan being further broken into Subzones, including Subzone A.
SECTION 3
ANNEXATION; LAND USE RIGHTS
3.1 Annexation. This Agreement,as of the Effective Date, shall constitute an amended
petition for voluntary annexation of the Property into the corporate limits of the City in compliance
with Subchapter C-3, Chapter 43, Texas Local Government Code (the "Annexation Petition").
The City shall, in accordance with applicable statutory requirements,take all steps required of the
City to complete the annexation of the Property after(i) adoption of a TIRZ Project and Finance
MIRABELLA DEVELOPMENT AGREEMENT—Page 9
Plan consistent with this Agreement, and (ii) the City issuing a "will serve letter" for water and
sewer reasonably satisfactory to Developer. The Developer agrees to execute and supply any
additional instruments and/or other documentation necessary for the City to legally annex the
Property into the City's corporate limits.
3.2 Provision of Municipal Services Upon Annexation. Pursuant to TEX.LOC.GOV'T
CODE § 43.0672, this Agreement shall constitute an agreement for the provision of municipal
services to the Property upon the effective date of annexation by the City. In accordance with TEx.
LOC. GOV'T CODE § 43.0672(b), upon the effective date of annexation of the Property the City
shall provide or cause to be provided the following municipal services in the manner currently
offered to similarly situated properties within the City, including those which may be offered in
the future,without discrimination:
a. Police Protection;
b. Fire Protection;
c. Emergency Medical Services;
d. Solid waste collection;
e. Operation and maintenance of water and wastewater facilities in the annexed area
that are not within the service area of another water or wastewater utility;
f. Operation and maintenance of roads and streets, including road and street lighting;
g. Operation and maintenance of parks,playgrounds, and swimming pools; and
h. Operation and maintenance of any other publicly owned facility, building, or
service.
Notwithstanding the foregoing,to the extent any of the above services are owned,operated,
or maintained by a homeowners association within the Property,the City shall not be required to
provide such services. No schedule is required to be provided, as the above services will be
provided by the City on the date of annexation. The City may contract out for the above services,
including with a homeowners association,special district,or other entity permitted to provide such
services.
3.3 Vested Rights. The Parties agree that pursuant to TEx. LOC. GOV'T CODE §
212.172(g),this Agreement,with the exception of those provisions which govern the PID and the
TIRZ, constitutes a permit under Chapter 245 of the Texas Local Government Code, for
establishing vested rights on the Property.Accordingly, under TEx.LOC.GOV'T CODE § 245.002,
the City shall review any permit application based solely on regulations in effect as of the date of
the first preliminary plat approval for the development of the Property under this Agreement.
Developer has obtained preliminary plat approvals, and those approvals, together with this
Agreement and all permits required for the Project including subdivision plats,site plans,and other
development permits shall be treated as a single "series of permits" related to this development
under TEx.LOC.GOV'T CODE § 245.002(b). The Parties acknowledge this Agreement is made in
compliance with and pursuant to TEx. LOC. GOV'T CODE § 395.017. If the City applies a less
restrictive regulation to identically situated property than one for which Developer has vested
rights, Developer may elect to follow the less restrictive regulation when seeking any permit or
approval. Such election does not waive Developer's vested rights for the remainder of the Project.
Pursuant to TEX. LOC. GOV'T CODE § 43.002, the Parties acknowledge that the Future Land
MIRABELLA DEVELOPMENT AGREEMENT—Page 10
Uses shown in Exhibit B, including lot sizes and dimensions, were planned and/or existed on the
Property for the Project before the ninetieth (90th) day before the proposed effective date of any
proposed annexation of the Property under this Agreement.Accordingly,the Parties acknowledge
that the requirements of TEX. LOC.GOV'T CODE 43.002(a)—(b)have been satisfied through the
execution of this Agreement.Notwithstanding any provision contained herein to the contrary,the
Parties expressly acknowledge that(i)pursuant to TEX. LOC. GOV'T CODE 43.002, Developer
has the right to continue or carry out those Future Land Uses for the Project as shown or otherwise
described in Exhibit B after annexation of the Property,or any portion thereof;and(ii)pursuant to
TEX.LOC.GOV'T CODE§212.172, in the event temporary or permanent zoning is implemented
on the Property as a result of annexation and such zoning is inconsistent with the Future Land
Uses, then the Future Land Uses will be considered valid non-conforming use(s) of the Property
without the need to obtain any form of non-conforming use permits or certificates.
SECTION 4
SUBZONE A; CITY'S OBLIGATIONS
4.1 City's Subzone A Tax Increment Payment. In the TIRZ Project and Finance Plan,
the City has agreed to participate in Subzone A by contributing and depositing fifty percent(50%)
of the City's Subzone A Tax Increment for any given tax year into the Subzone A Fund for a period
of not less than twenty-five (25) years under this Agreement, with such twenty-five (25) year
period commencing on the Effective Date hereof. The City's Subzone A Tax Increment Payment
shall be deposited into the Subzone A Fund at the times and in the manner provided for in the
TIRZ Project and Finance Plan.The Parties acknowledge and agree that the remaining fifty(50%)
percent of the Subzone A Tax Increment not pledged by the City for deposit into the Subzone A
Fund for any given tax year hereunder, constitute general revenues of the City and shall not be
restricted by this Agreement.
4.2 Administrative Costs for Subzone A.The City will pay or incur on an annual basis
certain administrative costs for the administration of the entire TIRZ No. 7, with such
administrative costs for the entire TIRZ being up to an annual amount not to exceed One-Hundred
Thousand and 00/100 ($100,000.00) Dollars and being up to an aggregate maximum amount of
Two Million Five Hundred Thousand and 00/100($2,500,000.00)Dollars over the life of the TIRZ
("City's TIRZ Administrative Costs"). The County will likewise pay or incur on an annual basis
certain administrative costs associated with the County's participation in the entire TIRZ,with such
administrative costs for the entire TIRZ being up to an annual amount not to exceed Fifty Thousand
and 00/100 ($50,000.00) Dollars and being up to an aggregate maximum amount of One Million
and 00/100 ($1,000,000.00) Dollars over the life of the TIRZ during which the County is
participating ("County's TIRZ Administrative Costs"). Both the City's TIRZ Administrative
Costs and the County's TIRZ Administrative Costs are collectively referred to hereinafter as the
"TIRZ Administrative Costs." Notwithstanding any provision contained herein to the contrary,
the Parties expressly acknowledge and agree that each subzone within the TIRZ, including
Subzone A,shall be responsible for its proportionate share of the TIRZ Administrative Costs,with
such proportionate share being calculated based on the ratio of the incremental taxable value of
real property within such subzone to the total incremental value of all property within the TIRZ as
determined for the applicable tax year (the "Subzone A Administrative Costs", with respect to
Subzone A)The Parties agree the Subzone A Administrative Costs will be paid from the Subzone
A Fund,as monies become available in the Subzone A Fund and subject to the order of priority of
MIRABELLA DEVELOPMENT AGREEMENT—Page 11
payment set forth in TIRZ Project and Finance Plan. Notwithstanding anything contained herein
to the contrary, such annual Subzone A Administrative Costs shall only be paid from Available
Subzone A Tax Increment Funds and only as such funds may become and are available in the
Subzone A Fund for any given year. In the event there are not sufficient Available Subzone A Tax
Increment Funds in the Subzone A Fund to cover a payment for annual Subzone A Administrative
Costs,then those funds available for such purpose shall first be paid,together with any remaining
outstanding amount rolling over to and becoming due in the next fiscal year until such time that
the Subzone A Administrative Costs to be paid for that given year plus any outstanding and unpaid
Subzone A Administrative Costs not paid in the previous year(s)have been paid in full.
4.3 Use of Available Subzone A Tax Increment Funds. All Available Subzone A Tax
Increment Funds shall only be used for the following purposes and as set forth in the TIRZ Project
and Finance Plan:(i)reimburse the Subzone A Administrative Costs attributable to Subzone A for
a given year under this Agreement; (ii) offset all or any portion of an annual installment of
Assessments levied by the City on the Property within the Mirabella Public Improvement District,
to the extent such PID Improvement Costs qualify as"project costs"as that term is defined under
the TIRZ Act;(iii)to reimburse the Developer for eligible costs incurred in connection with TIRZ
projects identified in the Project Plan and Financing Plan for the Zone No.7 that have not otherwise
been reimbursed, (collectively"Eligible Subzone A Costs").
4.4 Reporting Under TEX.TAX CODE § 311.0016(a). The City or its hired third party
consultant(s) shall be solely responsible for preparing or causing to be prepared an annual report
on the status of the TIRZ, which includes Subzone A, that contains the information described in
TEX. TAX CODE § 311.016(a). Further, the City or its hired third party consultant(s) shall cause
such annual report to be submitted to(i)each chief executive officer of each taxing unit that levies
property taxes on real property within the TIRZ, which includes Subzone A; and (ii) the
appropriate department of the Texas Comptroller of Public Accounts, on or before, but not later
than,the 150th day following the end of the City's fiscal year.
4.5 Source of Funds for Reimbursement of Eligible Subzone A Costs. The Parties
agree that the City's obligation to reimburse or pay the Eligible Subzone A Costs from tax
increment revenues generated by the TIRZ shall strictly be limited to the Available Subzone A
Tax Increment Funds deposited in the Subzone A Fund,and no other type of funds.
4.6 Disbursements from Subzone A Fund. To the extent funds are available,
disbursements from the Subzone A Fund by the City for reimbursement of the Eligible Subzone
A Costs shall be made no less frequently than annually under this Agreement.
4.7 Disbursement Records. The City shall maintain complete books and records
showing all deposits to and disbursements from the Subzone A Fund, which books and records
shall be kept in accordance with generally accepted accounting principles as applied to Texas
municipalities. Such books and records can be made available by City Staff for examination and
copying by Developer during normal business hours of the City,and subject to City Staff approval.
The City shall maintain such books and records throughout the term of this Agreement and for a
minimum of two (2)years afterward.
MTRABELLA DEVELOPMENT AGREEMENT—Page 12
SECTION 5
PUBLIC IMPROVEMENT DISTRICT
5.1 Creation and Levy of Assessments by the City. City staff shall initiate and
recommend for City Council approval all necessary documents, ordinances, and resolutions,
including without limitation the PID Documents required to effectuate this Agreement and to levy
the Assessments.The Assessments,if approved by the City Council,shall be levied:(i)on a phase-
by-phase basis against the applicable phase(s) benefitted by the applicable portion of the PID
Improvements for which the applicable series of the PID Bonds are issued and(ii)prior to the sale
of any lot to an end user. The City will select a PID Administrator, and the City Council will
consider approval of the SAP,which shall include the PID Improvements and provide for the levy
of the Assessments on the Property.Promptly following preparation and approval of a preliminary
SAP acceptable to Developer and the City, the City Council shall consider an Assessment
Ordinance.
5.2 Acceptance by Developer of Assessments and Recordation of Covenants Running
with the Land. Concurrently with the levy of the Assessments on a portion of the Property, the
Developer shall approve and accept in writing the levy of such Assessment(s) on all land owned
by the Developer within the PID, shall approve and accept in writing the Home Buyer Disclosure
Program, and shall cause to be recorded against such Property covenants running with the land
that will bind any and all current and successor developers and owners of such Property to: (a)pay
the Assessments, with applicable interest and penalties thereon, as and when due and payable
hereunder and that the purchasers of such land take their title subject to,and expressly assume,the
terms and provisions of such assessments and the liens created thereby; and (b) comply with the
Home Buyer Disclosure Program.
5.3 PID Bond Issuance. Subject to the satisfaction of the conditions set forth in this
Agreement and applicable law,the City shall issue the PID Bonds for the purpose of financing or
reimbursing the PID Improvement Costs in accordance with the SAP.Upon written request by the
Developer confirming satisfaction of the applicable conditions to issuance,the City shall proceed
with the authorization and issuance of the applicable series of PID Bonds. The City shall not
unreasonably withhold, delay, or condition its approval of the issuance of any PID Bonds if the
conditions set forth in this Agreement have been satisfied and the issuance otherwise complies
with applicable law. Following receipt of a written request from the Developer for the issuance of
PID Bonds and confirmation that the conditions to issuance have been satisfied, the City shall
initiate proceedings for the issuance of such PID Bonds within thirty(30)days and shall thereafter
use good faith efforts to complete the issuance and closing of such PID Bonds within one hundred
eighty (180) days following such request. The issuance of each series of PID Bonds is subject to
the conditions identified in Section 8 herein. Provided, however, City Council retains full
discretion regarding the issuance of PID bonds based on (a) market conditions, (b)
creditworthiness of the Developer or any substantial homebuilder,or(c)advise provided by the(i)
bond underwriter or initial bond purchaser or(ii)the City's municipal advisor.
MIRABELLA DEVELOPMENT AGREEMENT—Page 13
SECTION 6
PID IMPROVEMENTS
6.1 PID Improvements. The PID Improvement Costs and the timetable for installation
of the PID Improvements will be reviewed by the Parties in an annual update of the Service and
Assessment Plan adopted and approved by the City.
6.2 Construction, Ownership, and Transfer of PID Improvements.
(a) Construction Plans. The Developer shall prepare, or cause to be prepared,
plans and specifications for each of the PID Improvements and have them submitted to the City
for approval in accordance with this section. Any written City approval or denial must be based
on compliance with applicable City Regulations in effect as of the submittal. The City
acknowledges that the Developer has previously obtained certain permits, approvals, and
authorizations from the City in connection with the development of the Project and the
construction of certain PID Improvements. All such permits, approvals, and authorizations
previously issued by the City relating to the PID Improvements are hereby ratified and confirmed
by the City and shall be deemed to satisfy the requirements of this Section 6.2(a).
(b) Contract Award. The contracts for construction of PID Improvements shall
be let in the name of the Developer. The Developer's engineers shall prepare, or cause to be
prepared,contract specifications and necessary related documents for the PID Improvements. The
Developers shall administer all contracts. The Budgeted Costs, which are estimated on Exhibit
C, as realized, shall be paid, or caused to be paid by the Developer, or the Developer's assignee,
and shall be reimbursed or paid from the proceeds of the PID Bonds in accordance with an
Indenture, or reimbursed by the collected Assessments levied pursuant to the terms of a
reimbursement agreement entered into between City and Developer, if any.
(c) Construction Standards and Inspection. The PID Improvements and all
other Public Infrastructure required for the full development of the Property shall be constructed
and inspected in accordance with applicable state law, the City Regulations, the Development
Standards,and other development requirements,including those imposed by the City and any other
governing body or entity with jurisdiction over the PID Improvements. All applicable fees,
including permit fees and inspection fees, shall be paid by the Developer if required.
(d) Competitive Bidding. This Agreement and construction of the PID
Improvements are anticipated to be exempt from competitive bidding pursuant to Texas Local
Government Code, Sections 252.022(a)(9)and 252.022(a)(11),based upon current cost estimates.
In the event that the actual costs for the PID Improvements do not meet the parameters for
exemption from the competitive bid requirement, then either competitive bidding or alternative
delivery methods may be utilized by the City as allowed by law.
SECTION 7
OWNERSHIP,OPERATION,AND MAINTENANCE.
7.1 Except as otherwise agreed to in writing by the Developer and the City, all PID
Improvements, upon completion, shall be dedicated to and thereafter owned by the City. The
Developer agrees to take any action reasonably required by the City to transfer or otherwise
MIRABELLA DEVELOPMENT AGREEMENT—Page 14
dedicate or ensure the dedication of easements and facilities for the PID Improvements to the City
and the public pursuant to § 372.023(a), TEX. LOC. GOV'T CODE. The HOA shall maintain and
operate, open spaces, common areas, parklands, detention ponds as part of a common area,
retention ponds as part of a common area, bike/walking trails, right-of-way landscaping, and any
other"common area".
Mirabella PID Improvements
Item Description Maintenance
Traffic/Street Improvements
Public Sewage,Storm,&Water
Sanitary Sewer City
Water
Storm Sewer
Public Landscaping and Irrigation Improvements
Landscaping
Irrigation
Detention Ponds
Public Structures&Common Areas
Playgrounds
Sport Courts HOA
Sport Fields
Recreational Platforms
Common Area Improvements
Screening Walls
walks
7.2 Timing of General Obligations. Except as otherwise provided herein, Developer
shall complete all required water, sewer, and roadway facility improvements necessary to serve
each phase of the Property prior to or substantially concurrent with the recordation of the final plat
covering such phase.
7.3 Mandatory Homeowners Associations. Prior to the closing of the first lot for a
single-family residential home by a homebuilder within the residential portion of the Property,the
Developer will create a home owner's association ("HOA") over said Property that shall be
required to levy and collect from homeowners annual fees in an amount calculated to maintain and
operate the PID Improvements maintained by the HOA including but not limited to the following:
open spaces, common areas,parklands,hike and bike trails located in common areas, portions of
which will be open to the public, right-of-way irrigation systems, raised medians and other right-
of-way landscaping,and screening walls within the PID. Common areas including but not limited
to all landscaped entrances to the PID and right-of-way landscaping shall be maintained solely by
the HOA. Maintenance of public rights-of-way by the HOA shall comply with City Regulations.
The Parties shall cooperate with each other to execute documents necessary to give each HOA
permission to maintain and operate facilities on City-owned property.
7.4 HOA Bylaws and Deed Restrictions. A copy of the HOA bylaws and deed
restrictions shall be provided to the City prior to the City accepting the Public Infrastructure to
serve the first phase of the Development. However, the City will not be responsible for the
enforcement of the HOA bylaws or deed restrictions.
MIRABELLA DEVELOPMENT AGREEMENT—Page 15
SECTION 8
PAYMENT OF PID IMPROVEMENTS AND DEVELOPMENT CHARGES
8.1 Improvements Account of the Project Fund. On the date of issuance of any PID
Bonds,the City shall establish the Improvements Account of the Project Fund in accordance with
the applicable Indenture. Any Improvements Account of the Project Fund shall be maintained as
provided in the Indenture and shall not be commingled with any other funds of the City. Any
Improvements Account of the Project Fund shall be administered and controlled (including
signatory authority) by the City, or the trustee bank for the PID Bonds, and funds in the
Improvements Account of the Project Fund shall be deposited and disbursed in accordance with
the terms of the Indenture. In the event of any conflict between the terms of this Agreement and
the terms of the Indenture relative to deposit and/or disbursement,the terms of the Indenture shall
control.
8.2 Cost Overrun.If the total cost of a PID Improvement(or segment or section thereof)
exceeds the total amount of the Budgeted Cost for that PID Improvement (or segment or section
thereof) (a "Cost Overrun"), the Developer shall be solely responsible for payment of the
remainder of the costs of that PID Improvement(or segment or section thereof),except as provided
in Subsection 7.3 below.
8.3 Cost Underrun. If, upon the completion of construction of a PID Improvement(or
segment or section thereof) and payment or reimbursement for such PID Improvement, there are
Cost Underruns, any remaining Budgeted Cost(s) may be available to pay Cost Overruns on any
other PID Improvement funded with the same PID Bonds upon provision by the Developer of
proof of the applicable Cost Overrun to the City Manager or PID Administrator and provided that
all PID Improvements are set forth in the Service and Assessment Plan. The elimination of a
category of PID Improvements in the Service and Assessment Plan will require an amendment to
the SAP and corresponding reduction in Assessments. If, upon completion of the PID
Improvements in any improvement category,any funds remain in such category,those funds may
be used to reimburse the Developer for any qualifying costs of the PID Improvements that have
not been paid provided that all PID Improvements are set forth in the Service and Assessment
Plan.
8.4 Remainder of Funds in the Improvements Account of the Project Fund. If funds
remain in the Improvements Account of the Project Fund after the completion of all PID
Improvements and the payment of all PID Improvement Costs as provided for in the Indenture and
the SAP, then such funds shall thereafter be the exclusive property of the City and shall be used
by the City as provided for in the Indenture,or any other use applicable to the Property as provided
by law. In the event of any conflict between the terms of this Agreement and the terms of the
Indenture relative to deposit and/or disbursement,the terms of the Indenture shall control.
8.5 Development, Review, and Inspection Fees. Development of any portion of the
Property shall be subject to payment to the City of the applicable fees according to the City's
Regulations from time to time and then in effect. All costs related to inspection fees for PID
Improvements and public infrastructure shall be paid for by the Developer in full.
MIRABELLA DEVELOPMENT AGREEMENT—Page 16
8.6 Completion of PID Improvements. Prior to the City's authorization of the PID
Bonds,the Developer and the City shall have entered into an agreement obligating the Developer
to satisfy the PID Improvement Costs for the PID Improvements being financed not anticipated to
be directly funded with proceeds of PID Bonds. Prior to the delivery of any such PID Bonds,the
Developer will be required to provide written evidence, satisfactory to the City and the bond
underwriter or initial bond purchaser, of its ability to pay any such PID Improvement Costs. One
or any combination of the following: (1)escrow;(2)letter of credit; (3)performance and payment
bond(s); (4) or lender set aside letter shall be deemed acceptable evidence of ability to pay PID
Improvement Costs.
SECTION 9
PID FINANCING
9.1 PID Bond Issuance. As contemplated by the Parties to be the subject of a
reimbursement agreement between City and Developer, the City intends to issue the PID Bonds
solely for the purpose of financing the costs of the PID Improvements, including Administrative
Costs,and paying issuance costs and the cost of funding all reserves,accounts,and funds required
by the applicable Bond Ordinance (including a capitalized interest account,a debt service reserve
fund,and the project fund);provided,however,the applicable Bond Ordinance may exclude a debt
service reserve fund should an initial purchaser choose not to require such a fund. As set forth in
the PID Resolution, the Developer have determined that the estimated maximum aggregate
principal amount of PID Bonds to be issued, if any, will not exceed $110,600,000.00. The City
staff will, from time to time with Developer input, submit to the City Council agenda items to
consider approval of the issuance of the PID Bonds by the City in an amount up to, but not to
exceed, the estimated maximum aggregate principal Bond amount provided for herein.
Notwithstanding any provision contained herein to the contrary, any PID Assessment revenue
collected in excess of required debt-service payments for PID Bond(s), if any, shall be utilized to
reimburse Developer for PID Improvement Costs incurred or otherwise advanced by Developer in
accordance with the SAP.
9.2 Payment of Costs. PID Improvement Costs shall be paid from time to time with
Assessments, proceeds of PID Bonds, Subzone A Fund revenues (if eligible), or directly by the
Developer. No City funds other than those listed herein shall be made available for the payment
of any PID Improvement Costs and the City shall have no responsibility for the payment of the
same in the event of insufficiency of any of such previously specified sources.
9.3 Conditions to PID Bond Issuance. The issuance of each series of PID Bonds is
subject to the following conditions:
(a) All costs incurred by the City that are associated with the administration of
the PID shall be paid out of special assessment revenue levied against real property located within
the PID. City administration costs shall include those associated with continuing disclosure,
compliance with federal tax law,agent fees,staff time,regulatory reporting and legal and financial
reporting requirements.
(b) The adoption of a Service and Assessment Plan and an Assessment
Ordinance levying Assessments at a proposed minimum 2.5:1 value to lien ratio ("VTL") on all
MIRABELLA DEVELOPMENT AGREEMENT—Page 17
or any portion of the Property within the PID benefitted by such PID Improvements in amounts
sufficient to pay all costs related to such PID Bonds. The minimum VTL of any issuance of PID
Bonds on all or any portion of the Property within the PID is estimated to be 2.0:1; provided,
however, if such VTL is lower than 2.5:1,the City may,at its discretion, issue PID Bonds, subject
to a portion of the PID Bond proceeds being held in reserve until such time as the appraised value
to lien ratio meets or exceeds 2.5:1. The election to issue PID Bonds at a VTL lower than 2.5:1
shall not require an amendment to this Agreement.
(c) The tax rate equivalent for the maximum projected annual assessment for a
lot within a phase should not exceed (after contribution by the Subzone A Fund)the amount that
would be collected by an ad valorem tax rate of$0.30 per$100 valuation on the Estimated Build
Out Value of each lot,unless agreed to in writing by the Developer;such rate limit for each phase,
as determined at the time of the levy of the Assessment,applies on an individual assessed lot basis,
as will be set forth in more detail in the Service and Assessment Plan.
(d) The City has or may form and utilize its own financing team including, but
not limited to,bond counsel,financial advisor, PID Administrator,and underwriters and/or initial
purchaser related to the issuance of PID Bonds and bond financing proceedings; provided,
however,with respect to the City's selection of members of the financing team, including but not
limited to the underwriters, and/or initial purchaser,the City must obtain the Developer's consent
to effectuate such selection.
(e) The aggregate principal amount of PID Bonds issued and to be issued shall
not exceed an amount determined and agreed to be feasible by the Developer and City's
consultants for such issuance(s) which amount shall not exceed the $110,600,000.00 amount set
forth in the PID Resolution.
(f) The City may choose and utilize its own continuing disclosure consultant
and arbitrage rebate consultant, if applicable or required. Any and all costs incurred by these
activities will be included in City administration costs recouped from the Assessments. The
continuing disclosure will be divided into City disclosure and Developer disclosure, and the City
will not be responsible or liable for Developer disclosure.
(g) Approval by the Texas Attorney General of the PID Bonds and registration
of the PID Bonds by the Comptroller of Public Accounts of the State of Texas.
(h) The Developer is current on all taxes,Assessments, fees and obligations to
the City related to the Property including without limitation payment of Assessments.
(i) The Developer is not in material default under this Agreement or, with
respect to the Property, any other agreement to which Developer and the City are parties.
(j) No outstanding PID Bonds are in default and no reserve funds established
for outstanding PID Bonds have been drawn upon that have not been replenished.
(k) The specified portions of the costs of the PID Improvements to be paid from
the proceeds of the PID Bonds are eligible to be paid with the proceeds of such PID Bonds.
MIRABELLA DEVELOPMENT AGREEMENT—Page 18
(1) The PID Improvements to be financed by the PID Bonds have been or will
be constructed according to the approved standards imposed by this Agreement including any
applicable City Regulations.
(m) The maximum maturity for PID Bonds shall not exceed thirty (30) years
from the date of delivery thereof subject to the marketability of the PID Bonds
(n) The final maturity for any PID Bonds shall not be later than thirty(30)years
from the Effective Date,unless waived in writing by the City.
(o) The City has determined that the PID Bonds meet all regulatory and legal
requirements applicable to the issuance of the PID Bonds.
(p) The issuance of a series of bonds for the purpose of refunding any PID
Bonds,the principal amount of assessment necessary to pay the refunding bonds shall not exceed
the principal amount of the assessments that were levied to pay the PID Bonds that are being
refunded.
(q) The Developer and the City entering into a reimbursement agreement with
mutually acceptable terms and conditions that provides for the Developer's construction of certain
PID Improvements and the City's reimbursement to the Developer of certain actual costs.
(r) Prior to the City's authorization of the initial series of PID Bonds:
(i) the Developer shall provide the City with evidence of
sufficient funding to ensure the completion of the PID Improvements as
contemplated herein;
(ii) the Developer will create the Home Buyer Disclosure
Program and provide a copy of the program to the City Manager; and
(iii) the Developer shall have delivered to the City Manager a
fully-executed Landowner Consent Certificate from each owner of the
Property.
(s) Each series of PID Bonds shall be in an amount estimated to be sufficient
to fund the PID Improvement Costs for which such PID Bonds are being issued.
(t) If applicable,delivery by the Developer to the City of a certification or other
evidence acceptable to the City confirming that the special benefits conferred on the parcels of the
Property subject to Assessments for payment of PID Improvement Costs increase the value of such
parcels of Property by an amount at least equal to the amount assessed against such parcels.
(u) The City has determined that the amount of proposed Assessments and the
structure, terms, conditions and timing of the issuance of the series of PID Bonds are reasonable
for payment of the PID Improvement Costs to be financed and scope and state of Development
within the PID,and that there is sufficient security for the PID Bonds to be creditworthy.
MIRABELLA DEVELOPMENT AGREEMENT—Page 19
(v) The City has confirmed that no information regarding the City, including
(without limitation)financial information, has been included in any offering document relating to
PID Bonds without receipt of the City's prior consent.
(w) The Developer has agreed to provide periodic information and notices of
material events regarding the Developer as it relates to the development of the Property within the
PID in accordance with Securities and Exchange Commission Rule 15c2-12 and any Continuing
Disclosure Agreements executed by the Developer in connection with the issuance of such series
of PID Bonds; provided, however, that an initial purchaser may choose not to require the
Developer to undertake a continuing disclosure undertaking in accordance with Securities and
Exchange Commission Rule 15c2-12 and instead may require the Developer to provide only
certain mutually agreed upon operating and/or financial data.
SECTION 10
CONSTRUCTION; INSPECTION; INSURANCE REQUIREMENTS
10.1 Full Compliance with City Standards.
(a) When not in conflict with the terms and conditions of this Agreement,
including the Development Standards, the development of the Property shall be subject to all
applicable City Regulations, including but not limited to the City's subdivision regulations and
engineering design standards as provided herein. The party requesting a building permit shall be
subject to those fees and charges due and payable to the City in connection with the development
and construction of the Property.
(b) Development and use of the Property, including, without limitation, the
construction, installation, maintenance, repair, and replacement of all buildings, improvements,
and facilities of any kind whatsoever on and within the Property, shall generally comply with the
Concept Plan, Development Standards and applicable City Regulations. The City acknowledges
and agrees that the Concept Plan may be revised and refined by the Developer as the Developer
continues its investigation of and planning for the Property, provided that in no case shall the
Concept Plan be revised or refined to contradict any of the requirements of this Agreement or any
City Code requirements. The City, or its authorized designated representative, shall be solely
responsible for issuing building permits and certificates of occupancy for all structures;provided,
however, the City shall recognize Developer's statutory rights described in Section 3 of this
Agreement as necessary for the timely issuance of such building permits and certificates of
occupancy.
10.2 Easement Dedication and Acquisition. The Developer shall be required to dedicate
such easements as may be necessary within the Property to allow for the proper installation,
maintenance, replacement, and repair of the Public Infrastructure contemplated herein. The
Developer further agrees to use commercially reasonable efforts to obtain all third-party rights-of-
way, consents, or easements, if any, required for the Public Infrastructure lying outside the
boundaries of the Property.
10.3 Phasing.The Parties acknowledge and agree that the Property will be developed in
phases. If deemed necessary, the Developer may submit a replat for all or any portions of the
MIRABELLA DEVELOPMENT AGREEMENT—Page 20
Property. Any replat shall generally conform to the spirit of the Concept Plan and be subject to
City approval in accordance with the City Regulations and this Agreement.
10.4 Soils Testing. Developer shall perform soils testing for all Public Infrastructure to
the extent required by City Regulations and provide results to the City upon request.
10.5 Inspections,Acceptance of Public Infrastructure; Developer's Remedy.
(a) Inspections,Generally.The City shall have the right to inspect,at any time,
the construction of all Public Infrastructure necessary to support the proposed Development,
including but not limited to, water, sanitary sewer, drainage, streets, streetlights, internet, and
signs.
(b) City Approval.The City's inspections and related approvals shall not release
the Developer from its responsibility to adequately construct, or ensure the adequate construction
of, the PID Improvements and Public Infrastructure in accordance with approved engineering
plans, construction plans, and other approved plans related to development of the Property. The
City shall not withhold building permits,certificates of occupancy,or utility service for any phase
of the Development if the Public Infrastructure necessary to serve such phase has been
substantially completed and is capable of providing service to such phase, even if minor punch-
list items remain to be completed. Additionally, Developer may construct (at risk) up to five (5)
model homes per phase prior to the completion of construction of the public infrastructure
necessary to serve them.
(c) Dedication and City Ownership of the Public Infrastructure. From and after
the City's inspection and acceptance of the Public Infrastructure and any other dedications required
under this Agreement, such Public Infrastructure, improvements, and dedications shall be owned
by the City as set forth in this Agreement.
(d) Approval of Plats/Plans. Approval by the City,the City's engineer, or other
City employee or representative of any plans, designs, or specifications submitted by the
Developer to the City pursuant to this Agreement, including the Development Standards, or
pursuant to the City Regulations shall not constitute or be deemed to be a release of the
responsibility and liability of the Developer or its engineers,employees,officers,and/or agents for
the adequacy, accuracy, and competency of their design and specifications. Further, any such
approvals shall not be deemed to be an assumption of such responsibility and liability by the City
for any defect in the design and specifications prepared by the Developer or the Developer's
engineers,or any engineer's officers,agents,servants or employees,it being the intent of the Parties
that approval by the City's engineer signifies the City's approval on only the general design concept
of the improvements to be constructed.
(e) City's Non-performance. Nonperformance of this Agreement by the City
shall allow the Developer to seek specific performance as a remedy pursuant to the terms of this
Agreement as well as seek any other remedies available to Developer by law or in equity.
10.6 Private Improvements/Inspections. Houses and buildings within the Property may
be inspected by City-approved inspectors specializing in testing, inspections and certifications
MIRABELLA DEVELOPMENT AGREEMENT—Page 21
hired by the City, who will perform all inspections on such houses and buildings (including
residential, commercial and government buildings).
10.7 Insurance.The Developer or its contractor(s)shall acquire and maintain,during the
period of time when any of the Public Infrastructure is under construction (and until the Public
Infrastructure has been fully and finally completed and accepted by the City): (a) workers
compensation insurance in the amount required by law; and (b) commercial general liability
insurance, including personal injury liability, premises operations liability, and contractual
liability, covering, but not limited to, the liability assumed under any indemnification provisions
of this Agreement,with limits of liability for bodily injury,death and property damage of not less
than One Million and 00/100($1,000,000.00)Dollars. Such insurance shall also cover any and all
claims that might arise out of the Public Infrastructure construction contracts, whether by the
Developer, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per
occurrence" basis. Upon request by the City, Developer shall provide certificates of insurance
evidencing such insurance coverage together with the declaration of such policies.
10.8 City Cooperation.The City agrees to cooperate in good faith with the Developer to
facilitate the timely development of the Property and the financing and construction of the PID
Improvements.
SECTION 11
EVENTS OF DEFAULT; REMEDIES
11.1 Events of Default.No Party shall be in default under this Agreement until notice of
the alleged failure of such Party to perform, the nature of which is reasonably detailed, has been
given in writing; however, that Party shall be given a reasonable time to cure the alleged failure
(such reasonable time to be determined based on the nature of the alleged failure, but, unless
otherwise stated in this Agreement or agreed to in writing by the Parties, in no event more than
sixty (60) days after written notice of the alleged failure has been received).Notwithstanding the
foregoing, no Party shall be in default under this Agreement if,within the applicable cure period,
the Party in receipt of the notice begins performance and thereafter diligently and continuously
pursues performance until the alleged failure has been cured.
11.2 Remedies. If a Party is in default, any non-defaulting Party may, at its option and
without prejudice to any other right or remedy under this Agreement, seek any relief available at
law or in equity against such breaching Party, including, but not limited to, an action under the
Uniform Declaratory Judgment Act,or actions for specific performance,mandamus,or injunctive
relief.
SECTION 12
ASSIGNMENT; ENCUMBRANCE
12.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Parties. The obligations, requirements, or covenants to develop the
Property in this Agreement shall be able to be assigned,with the prior written consent of the City
for:(a) any affiliate or related entity of the Developer; or (b) any lienholder on the Property. The
obligations, requirements, or covenants to develop the Property shall not be assigned by the
MIRABELLA DEVELOPMENT AGREEMENT—Page 22
Developer to any other party, including any person or entity that is or will become an owner of
any portion of the Property (an "Owner"), without the prior written consent of the City Council,
which consent shall not be unreasonably withheld, conditioned,delayed, or denied if the assignee
demonstrates financial ability and the requisite experience to perform. An assignee shall be
considered an Owner for the purposes of this Section.Each assignment shall be in writing executed
by the Developer and the assignee and shall obligate the assignee to be bound by this Agreement
to the extent this Agreement applies or relates to the obligations, rights, title, or interests being
assigned. No assignment by the Developer shall release the Developer from any liability that
resulted from an act or omission by the Developer that occurred prior to the effective date of the
assignment unless the City approves the release in writing. Developer shall maintain written
records of all assignments made by the Developer to assignees, including a copy of each executed
assignment and, upon written request from any Party (which includes the City) or assignee, shall
provide a copy of such records to the requesting person or entity,and this obligation shall survive
the assigning Party's sale, assignment, transfer, or other conveyance of any interest in this
Agreement or the Property.Notice to the City of any assignment by the Developer shall conform
to Subsection 12.4,below.
12.2 Encumbrance by Developer and Assignees. The Developer and its assignees have
the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or
otherwise encumber any of its rights, title, or interest under this Agreement (a) for the benefit of
its lenders without the consent of, but with prompt written notice to, the City, (b) to any Owner,
(c)to any affiliate or related entity to the Developer or (d) with the City Manager's prior written
consent,to any other person or entity. The collateral assignment, pledge, grant of lien or security
interest,or other encumbrance shall not, however, obligate any lender to perform any obligations
or incur any liability under this Agreement unless the lender agrees in writing to perform such
obligations or incur such liability. Provided the City has been given a copy of the documents
creating the lender's interest, including Notice information for the lender, then that lender shall
have the right, but not the obligation,to cure any default under this Agreement and shall be given
a reasonable time to do so in addition to the cure periods otherwise provided to the defaulting Party
by this Agreement; and the City agrees to accept a cure, not to be unreasonably withheld, offered
by the lender as if offered by the defaulting Party.A lender is not a party to this Agreement unless
this Agreement is amended, with the consent of the lender, to add the lender as a Party.
Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and
shall survive any transfer,conveyance,or assignment occasioned by the exercise of foreclosure or
other rights by a lender, whether judicial or non judicial. Any purchaser or successor owner
acquiring title through a lender of any portion of the Property shall be bound by this Agreement
and shall not be entitled to the rights and benefits of this Agreement with respect to the acquired
portion of the Property until all defaults under this Agreement with respect to the acquired portion
of the Property have been cured.
12.3 Third-Party Beneficiaries. Subject to Subsection 12.1 of this Agreement, this
Agreement inures only to the benefit of,and may only be enforced by,the Parties.No other person
or entity shall have any right,title,or interest under this Agreement or otherwise be deemed to be
a third-party beneficiary of this Agreement.
MIRABELLA DEVELOPMENT AGREEMENT—Page 23
12.4 Notice of Assignment. Subject to Subsection 12.1 of this Agreement,the following
requirements shall apply in the event that the Developer sells, assigns, transfers, or otherwise
conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement:
(a) within thirty(30)days after the Effective Date of any such sale,assignment,
transfer,or other conveyance,the Developer must provide written notice of same to the City;
(b) said notice must describe the extent to which any rights or benefits under
this Agreement were sold,assigned,transferred,or otherwise conveyed;
(c) said notice must state the name, mailing address, telephone contact
information,and, if known, email address,of the person(s)that will acquire any rights or benefits
as a result of any such sale,assignment,transfer, or other conveyance; and
(d) the notice must be signed by a duly authorized person representing the
Developer.
12.5 City Consent. Notwithstanding any of the foregoing, Developer must receive the
written consent of the City prior to Developer assigning,transferring,or selling any of its rights to
physically develop the property and build the PID Improvements as contemplated in the Concept
Plan.
SECTION 13
TERM
13.1 Term. The TIRZ is anticipated to remain in effect for twenty-five (25) years and
the PID is anticipated to remain in effect for thirty (30)years. As such,the Parties agree the Term
of this Agreement shall commence on the Effective Date and expire, if not otherwise extended by
the Parties, upon the later of the following: (i) one calendar year after the date the Zone expires;
or(ii) final maturity of the PID Bonds. The City shall have the right to terminate this Agreement
only if the Developer fails to commence substantial construction activity related to the
Development within twelve(12)months following the Effective Date and fails thereafter to pursue
development of the Property in good faith.
SECTION 14
INDEMNIFICATION
14.1 Indemnification and Hold Harmless. DEVELOPER (INCLUDING ANY
SUCCESSOR OR ASSIGNEE THEREOF, INCLUDING, WITHOUT LIMITATION, A
PURCHASER OF ANY PORTION OF THE PROPERTY EXCEPT FOR AN END
BUYER) AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY
THE CITY FROM AND AGAINST ALL THIRD-PARTY CLAIMS, SUITS,
JUDGMENTS,DAMAGES,AND DEMANDS(TOGETHER,"CLAIMS")AGAINST THE
CITY, INCLUDING REASONABLE ATTORNEY'S FEES AND OTHER COSTS,
ARISING OUT OF THE NEGLIGENCE OF THE DEVELOPER, OR DEVELOPER'S
CONTRACTOR/AGENT, IN CONNECTION WITH THE DESIGN OR
CONSTRUCTION OF ANY INFRASTRUCTURE, STRUCTURE, OR OTHER
FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED BY THE
MIRABELLA DEVELOPMENT AGREEMENT—Page 24
CITY REGULATIONS OR ANY OTHER GOVERNING REGULATIONS AND THAT
ARE DEDICATED OR OTHERWISE CONVEYED TO THE CITY.
SECTION 15
MISCELLANEOUS PROVISIONS
15.1 Recitals.The recitals contained in this Agreement: (a)are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this
Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the
intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the
maximum extent possible,given full effect. The Parties have relied upon the recitals as part of the
consideration for entering into this Agreement and,but for the intent of the Parties reflected by the
recitals,would not have entered into this Agreement.
15.2 Notices. Any notice, submittal, payment, or instrument required or permitted by
this Agreement to be given or delivered to any Party shall be deemed to have been received when
personally delivered or seventy-two(72)hours following deposit of the same in any United States
Post Office,registered or certified mail,postage prepaid, addressed as follows:
To the City: City of Corpus Christi,Texas
Attn: Peter Zanoni,City Manager
Corpus Christi City Hall
1201 Leopard St.
Corpus Christi,Texas 78401
With a copy to: City of Corpus Christi,Texas
Attn: Miles Risley, City Attorney
P.O. Box 9277
Corpus Christi,Texas 78469
To Developer: Rhodes Development, Inc.
Attn: Nicholas"Nick" B. Rhodes
200 S. 10th St., Ste. 1700
McAllen,Texas 78501
With a copy to: Earl &Associates, P.C.
Attn: Jeffrey L. Earl
10007 Huebner Rd., Ste. 303
San Antonio,Texas 78240
Any Party may change its address or addresses for delivery of notice by delivering written
notice of such change of address to the other Party.
15.3 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
MIRABELLA DEVELOPMENT AGREEMENT—Page 25
any dispute over the meaning or application of any provision of this Agreement,the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party,regardless
of which Party originally drafted the provision.
15.4 Conflicts. In the event of any direct conflict between this Agreement and any City
Regulations or other ordinance, rule, regulation, standard, policy, order, guideline, or other City-
adopted or City-enforced requirement, whether existing on the Effective Date or hereinafter
adopted,this Agreement shall control.
15.5 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is necessary and required.
15.6 Authority and Enforceability.The City represents and warrants that this Agreement
has been approved by official action of the City Council in accordance with all applicable public
notice requirements (including, but not limited to, notices required by Chapter 551 of the Texas
Government Code,otherwise known as the"Texas Open Meetings Act") and that the individual
executing this Agreement on behalf of the City has been and is duly authorized to do so. The
Developer represents and warrants that this Agreement has been approved by appropriate action
of the Developer,and that the individual executing this Agreement on behalf of the Developer has
been and is duly authorized to do so. Each Party respectively acknowledges and agrees that this
Agreement is binding upon such Party and is enforceable against such Party, in accordance with
its terms and conditions and to the extent provided by law.
15.7 Binding Obligations.This Agreement and all amendments thereto and assignments
hereof shall be recorded in the property records of Nueces County, Texas. This Agreement binds
and constitutes a covenant running with the Property and,upon the Effective Date, is binding upon
the Developer and the City,and forms a part of any other requirements for development within the
Property. This Agreement, when recorded, shall be binding upon the Parties and their successors
and assigns as permitted by this Agreement and upon the Property.
15.8 Severability. This Agreement shall not be modified or amended except in writing
signed by the Parties. If any provision of this Agreement is determined by a court of competent
jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be
deleted from this Agreement;(b)the unenforceable provision shall,to the extent possible and upon
mutual agreement of the Parties, be rewritten to be enforceable and to give effect to the intent of
the Parties; and (c)the remainder of this Agreement shall remain in full force and effect and shall
be interpreted to give effect to the intent of the Parties.
15.9 Applicable Law; Venue. This Agreement is entered into pursuant to and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
the Parties are performable in Nueces County. Exclusive venue for any action related to, arising
out of,or brought in connection with this Agreement shall be in the Nueces County State District
Court.
15.10 Non-Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
MIRABELLA DEVELOPMENT AGREEMENT—Page 26
provisions of this Agreement. No provision of this Agreement may be waived except in writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given.No waiver by any Party of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
15.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
15.12 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A Metes-and-Bounds Description of the Property
Exhibit B Concept Plan
Exhibit C PID Improvements with Budgeted Costs
Exhibit D Landowner Consent Certificate
15.13 Force Majeure. Each Party shall use good faith,due diligence, and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of the
essence in such performance; however, in the event a Party is unable, due to Force Majeure, to
perform its obligations under this Agreement, then the obligations affected by the Force Majeure
shall be temporarily suspended. Within thirty (30) days after the occurrence of a Force Majeure,
the Party claiming the right to temporarily suspend its performance shall give Notice to all Parties,
including a detailed explanation of the Force Majeure and a description of the action that will be
taken to remedy the Force Majeure and resume full performance at the earliest possible time.
15.14 Complete Agreement.This Agreement embodies the entire Agreement between the
Parties and cannot be varied or terminated except as set forth in this Agreement, or by written
agreement of the City and the Developer expressly amending the terms of this Agreement.
15.15 Consideration. This Agreement is executed by the Parties without coercion or
duress and for substantial consideration,the sufficiency of which is hereby acknowledged.
15.16 Anti-Boycott Verifications. Developer hereby verifies that it and its parent
company,wholly-or majority-owned subsidiaries,and other affiliates,if any,do not boycott Israel
and,to the extent this Agreement is a contract for goods or services,will not boycott Israel during
the term of this Agreement. The foregoing verification is made solely to comply with Section
2270.002,Texas Government Code,and to the extent such Section does not contravene applicable
Federal law. As used in the foregoing verification, 'boycott Israel' means refusing to deal with,
terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person
or entity doing business in Israel or in an Israeli-controlled territory,but does not include an action
made for ordinary business purposes.The Developer understands 'affiliate'to mean an entity that
controls, is controlled by, or is under common control with the Developer within the meaning of
SEC Rule 405, 17 C.F.R. § 230.405,and exists to make a profit.
MIRABELLA DEVELOPMENT AGREEMENT—Page 27
15.17 Iran, Sudan,and Foreign Terrorist Organizations. Developer hereby represents that
neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
posted on any of the following Divestment Statute Lists: "Scrutinized Companies with ties to
Foreign Terrorist Organizations," "Scrutinized Companies with ties to Iran," or "Scrutinized
Companies with ties to Sudan" on such officer's internet website:
https://comptroller.texas.gov/purchasing/publications/divestment.php. The foregoing
representation is made solely to comply with Section 2252.152, Texas Government Code, and to
the extent such Section does not contravene applicable Federal law and excludes the Developer
and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if
any,that the United States government has affirmatively declared to be excluded from its federal
sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign
terrorist organization. The Developer understands "affiliate" to mean any entity that controls, is
controlled by, or is under common control with the Developer within the meaning of SEC Rule
405, 17 C.F.R. §270.405,and exists to make a profit.
15.18 Fossil Fuels Boycott Verification. As required by 2274.002, Texas Government
Code, as amended, Developer hereby verifies that Developer, including any wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate of the same, does not boycott
energy companies, and will not boycott energy companies during the term of this Agreement. As
used in the foregoing verification, "boycott energy companies" shall have the meaning assigned to
the term "boycott energy company" in Section 809.001, Texas Government Code, as amended.
The Developer understands"affiliate"to mean any entity that controls,is controlled by,or is under
common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 270.405.
15.19 Firearms Discrimination Verification. As required by Section 2274.002, Texas
Government Code, as amended, Developer hereby verifies that Developer, including any wholly
owned subsidiary, majority-owned subsidiary, parent company or affiliate of the same, (i) does
not have a practice, policy, guidance or directive that discriminates against a firearm entity or
firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.As used in the foregoing verification,"discriminate
against a firearm entity or trade association" shall have the meaning assigned to such term in
Section 2274.001(3),Texas Government Code (as added by SB 19), as amended. The Developer
understands "affiliate" to mean any entity that controls, is controlled by, or is under common
control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. §270.405.
[SIGNATURE PAGES FOLLOW, REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]
MIRABELLA DEVELOPMENT AGREEMENT—Page 28
I
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF CORPUS CHRISTI,TEXAS
Peter Zanoni, City Manager
STATE OF TEXAS §
COUNTY OF N J CLS §
This instrument was acknowledged before me on this S 2026, by Peter
Zanoni, City Manager of the City of Corpus Christi, Texas, on behalf o id ity.
V
Notary12—
Public, St e of exas
[SEAL] MARTHA VAZQUEZ
.4„,__Notary Public,Stato of Tow
Comm.Expires 03-16.2030
, ,,;, � Notary ID 128028579
' U�3 IO I AuTHORIzED
ATTEST: BY COUNCIL A-.L_) 0._
REB CCA HUERTA
CITY SECRETARY
SECRETARY
MIRABELLA DEVELOPMENT AGREEMENT—Signature Page
a
DEVELOPER:
RHODES DEVELOPMENT,INC.,
a Texas core ation
By:
e
Name: Y YAS
Title: CUP /L4n.44,t •✓ a '"4-4+-
STATE OF TEXAS §
COUNTY OF-1-1; c� §
This instrument was acknowledged before me,on the 27 day of PyQ f t ,2026,
by Brad Frisby, Executive Vice President of Rhodes Development, Inc., a Texas corporation, on
behalf of said corporation.
V.r „4 GUADALUPE ZAMORA Notary P tic, State of Texas
:°4 ma's Notary ID#125073365
•5����, My Commission Expires
October 2,2026
MIRABELLA DEVELOPMENT AGREEMENT—Signature Page
I
EXHIBIT A
Metes& Bounds Description of the Property
MIRABELLA DEVELOPMENT AGREEMENT
July 10,2024
METES AND BOUNDS DESCRIPTION
297.239 ACRES OUT OF
THE NORTH HALF OF SECTION 8,
LAURELES FARM TRACTS
CITY OF CORPUS CHRISTI
NUECES COUNTY, TEXAS
A tract of land containing 297.239 acres situated in the City of Corpus Christi, Nueces
County, Texas, being a part or portion out of the North Half of Section 8, Laureles Farm
Tracts, according to the plat thereof recorded in Volume 3, Page 15, Nueces County Map
Records, which said 297.239 acres were conveyed to The London Proper, LLC, by virtue
of a Special Warranty Deed recorded under Document Number 2021067587, Nueces
County Official Records, and to Rhodes Development, Inc.,A Texas Corporation, by virtue
of a Special Warranty Deed recorded under Document Number 2024014743, Nueces
County Official Records, and to Gulfway Shopping Center, by virtue of a Warranty Deed
recorded under Document Number 2018002227, Nueces County Official Records, said
297.239 acres also being more particularly described as follows:
BEGINNING at a No. 4 rebar found [Northing: 17135200.160, Easting: 1327930.793] on
the Northeast corner of said North Half of Section 8,for the Northeast corner of this herein
described tract;
1. THENCE, S 00° 49' 28" E along the East line of said North Half of Section 8 and
within the existing right-of-way of County Road 43, at a distance of 2.45 feet pass
a No. 5 rebar found in line, continuing a total distance of 2,642.39 feet to a Nail set
on the Southeast corner of said North Half of Section 8, from which a No. 5 rebar
bears N 73° 07' 05" W a distance of 0.55 feet,for the Southeast corner of this tract;
2. THENCE, S 89° 11' 29" W along the South line of said North Half of Section 8 and
within the existing right-of-way of County Road 20A, a distance of 4,892.01 feet to
a PK Nail found, for the Southwest corner of this tract;
3. THENCE, N 00° 49' 04" W at a distance of 20.00 feet pass a No. 4 rebar set on
the existing North right-of-way line of County Road 20A, continuing a total distance
of 1,087.01 feet to a No. 4 rebar set, for an inside corner of this tract;
4. THENCE, in a Southwesterly direction, along a curve to the right, with a central
angle of 13° 56'54", a radius of 680.00 feet, an arc length of 165.54 feet, a tangent
of 83.18 feet, and a chord that bears S 82° 12' 29" W a distance of 165.13 feet to
a No. 4 rebar set, for an angle point of this tract;
5. THENCE, S 89° 10' 56" W a distance of 124.09 feet to a No. 4 rebar set, for an
inside corner of this tract;
Page 1 of 3
Z:1Surveys120241243041Metes & Bounds1297.239 Ac. M&B.docx
6. THENCE, S 44° 10' 56" W a distance of 70.71 feet to a No. 4 rebar set on the East
right-of-way line of Chapman Ranch Road, for the Southwest corner of this tract;
7. THENCE, N 00° 49' 04" W along the East right-of-way line of Chapman Ranch
Road, a distance of 175.00 feet to a No. 4 rebar set, for the Northwest corner of
this tract;
8. THENCE, S 45° 49' 04" E a distance of 70.71 feet to a No. 4 rebar set, for an inside
corner of this tract;
9. THENCE, N 89° 10' 56" E a distance of 164.38 feet to a No. 4 rebar set, for an
angle point of this tract;
10.THENCE, in a Northeasterly direction, along a curve to the left, with a central angle
of 10° 57' 49", a radius of 650.00 feet, an arc length of 124.38 feet, a tangent of
62.38 feet, and a chord that bears N 83° 42' 02" E a distance of 124.19 feet to a
No. 4 rebar set for an inside corner of this tract;
11.THENCE, N 00° 49' 04" W at a distance of 1,466.25 feet pass a No. 4 rebar set on
the existing South right-of-way line of County Road 22, continuing a total distance
of 1,486.25 feet to a No. 4 rebar set on the North line of said North Half of Section
8, for the Northwest corner of this tract;
12.THENCE, N 89° 09' 51" E along the North line of said North Half of Section 8 and
within the existing right-of-way of County Road 22, a distance of 4,891.70 feet to
the POINT OF BEGINNING and containing 297.239 acres, 2.246 acres lie within
the existing right-of-way of County Road 22, 2.246 acres lie within the existing
right-of-way of County Road 20A, 1.195 acres lie within the existing right-of-way of
County Road 43, leaving an existing net of 291.552 acres of land, more or less.
I, ROBERTO N. TAMEZ, A REGISTERED PROFESSIONAL LAND SURVEYOR DO
HEREBY AFFIRM THAT THIS METES AND BOUNDS DESCRIPTION REPRESENTS
THE RESULTS OF A SURVEY MADE ON THE GROUND ON 01/08/2024 UNDER MY
DIRECT N ND S PERVISION.
o /ofiabr EOF ?F
ROBER O N. AM R.P.L.S. #6238 DATE: • 4, o.1:77,
� ROBER'f0 N.TAMEZ�
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Page 2 of 3
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MIRABELLA DEVELOPMENT AGREEMENT
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EXHIBIT C
PID Improvements with Budgeted Costs
Mirabella -Subzone A
Category Project Costs
Contingency, Professional Fees,
General Conditions, &Soft Cost $ 13,138,908.51
Site Work $ 601,886.82
Public Sewage, Storm, & Water $ 23,454,796.20
Public Landscape Improvements $ 1,684,376.24
Traffic and Street Improvements $ 16,652,551.81
Public Structures & Common Areas $ 3,094,901.70
Total $ 58,627,421.27
Design Subtotal $ 13,138,908.51
Development Cost $ 45,488,512.77
EXHIBIT D
Form of Landowner Consent Certificate
LANDOWNER CONSENT CERTIFICATE
This Landowner Consent Certificate is issued by [LANDOWNER],a ,
("Landowner"), as the landowner that holds record title to approximately [ ] acres located in
Nueces County, Texas, said property being more particularly described by metes and bounds
description contained in EXHIBIT 1 attached to this Landowner Consent Certificate and
incorporated herein for all purposes(the"Property"),,within the Mirabella Public Improvement
District (the"PID")created by the City of Corpus Christi,Texas(the"City").Capitalized terms
used herein and not otherwise defined shall have the meaning given to such terms in the City's
ordinance levying assessments on property within the PID, adopted on _, 2026,
including the Service and Assessment Plan and Assessment Roll attached thereto(the ordinance
and Service and Assessment Plan, including Assessment Roll, is referred to collectively as the
"Assessment Ordinance").
Landowner hereby declares and confirms that it holds record title to the Property located
within the PID which is subject to the special assessments(the"Assessments")levied by the City
under the Assessment Ordinance. Further, Landowner hereby ratifies, declares, consents to,
affirms,agrees to and confirms each of the following:
a. The Landowner is the sole owner of the Property as of the date of this Landowner
Consent Certificate and was the sole owner of the Property on the date of the
Assessment Ordinance.
b. The right, power and authority of the City Council of the City to adopt the
Assessment Ordinance, including the attachments thereto, and to levy the
Assessments against the Property.
c. The Authorized Improvements specially benefit the Property in an amount in excess
of the Assessments levied on the Property as shown on the Assessment Roll.
d. The Assessment against the Property is final, conclusive and binding upon the
Landowner and its successors and assigns, including applicable interest thereon,as
and when due and payable thereunder,and subsequent purchasers of such land take
their title subject to and expressly assume the terms and provisions of the
Assessment.
e. The Assessment against the Property is a first and prior lien against the Property,
superior to all other liens and claims except liens or claims for state,county,school
district,or municipal ad valorem taxes.
f. Landowner shall pay the Assessment levied on the Assessed Property owned by
such Landowner when due and in the amount required by and stated in the
Assessment Ordinance and the attachments thereto.
g. Delinquent installments of the Assessments shall incur and accrue interest,
penalties, and attorney's fees as provided in Service and Assessment Plan and in
accordance with Chapter 372 of the Texas Local Government Code, as amended
(the"PID Act").
h. The"Annual Installments"(as defined in the Service and Assessment Plan)of the
Assessment levied against the Property may be adjusted, decreased and extended
in accordance with the Service and Assessment Plan and the PID Act.
i. All notices required to be provided to it under the PID Act have been received and
to the extent of any defect in such notice, Landowner hereby waives any notice
requirements.
Landowner consents to all actions taken by the City with respect to the creation of the PID
and the levy of Assessments against the Property. Additionally, Landowner agrees as follows:
a. The Covenants, Conditions and Restrictions attached hereto as EXHIBIT 1 shall
be terms, conditions and provisions running with the Landowner's Parcel and shall
be recorded (the contents of which shall be consistent with the Assessment
Ordinance and the Service and Assessment Plan as reasonably determined by the
City) in the records of the County Clerk of Nueces County, as a lien and
encumbrance against such Landowner's Parcel, and Landowner hereby authorizes
the City to so record such documents against the Landowner's Parcel owned by
Landowner;
b. Reference to the Covenants, Conditions and Restrictions attached hereto as
EXHIBIT 1 shall be included on all recordable subdivision plats and such plats
shall be recorded in the real property records of Nueces County,Texas; and
c. In the event of any subdivision, sale, transfer or other conveyance by Landowner
of the right, title or interest of Landowner in the Landowner's Parcel or any part
thereof, the Landowner's Parcel, or any such part thereof, shall continue to be
bound by all of the terms,conditions and provisions of such Covenants,Conditions
and Restrictions and any purchaser,transferee or other subsequent owner shall take
such Landowner's Parcel subject to all of the terms, conditions and provisions of
such Covenants,Conditions and Restrictions.
[SIGNATURE PAGE& EXHIBIT FOLLOWING]
LANDOWNER:
r �
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on this day of
2026,by , of
Notary Public in and for the State of Texas
[SEAL]
[EXHIBIT FOLLOWING]
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