HomeMy WebLinkAboutC2026-067 - 5/5/2026 - Approved DEVELOPMENT AGREEMENT
This Development Agreement(the"Agreement") is entered into by and between the City
of Corpus Christi, Texas, a Texas home-rule municipality (hereinafter, "City"); and The London
Proper, LLC, a Texas limited liability company, and MPM Development, LP, a Texas limited
partnership (collectively, the "Developers"). Together the City, and Developers may be
collectively referred to as the"Parties," and individually as a"Party."
WITNESSETH:
WHEREAS, certain terms used in these Recitals are defined in Section 2 of this
Agreement; 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,the Developers own approximately 521.959 acres of real property located in
Nueces County,Texas,with said property being more particularly described by metes and bounds
contained in Exhibit A and depicted in the Concept Plan 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 as a contingency to this development
agreement, the Property is 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 ETJ of any
other municipality; and
WHEREAS,the Developers intend to develop the Property as a mixed-use development,
with residential, entertainment, commercial, retail, and multifamily elements 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, to accomplish the high-quality development of the Property envisioned by
the Parties and to provide financing for costs that are eligible for reimbursement under Chapter
311 of the Texas Tax Code,as amended(the"TIRZ Act"),the City Council passed and approved
Ordinance No. 033830, which created Reinvestment Zone Number Seven, City of Corpus Christi
(the "TIRZ" or"Zone"),in accordance with the TIRZ Act; over the Property; and
WHEREAS, the TIRZ is divided into separate subzones, with the Property being located
in and coterminous with the boundaries of Subzone B ("Subzone B")of the TIRZ; and
WHEREAS,Developers intend to begin development of the Property upon the execution
of this Agreement and the approval of preliminary plat(s)consistent with the Concept Plan, if not
already approved; and
SCANNED
WHEREAS,the Developers intend and request for voluntary annexation of the Property
to occur in conjunction with and subject to the City entering into this Agreement; and
WHEREAS, the Developers intend for this Agreement to serve as a conditional petition
for annexation of the Property into the corporate limits of the City; and
WHEREAS, the City has adopted a Project and Financing Plan under the TIRZ Act
including Subzone B which allows for such tax increment revenues generated from Subzone B to
reimburse Developers for eligible Project Costs; and
WHEREAS,in accordance with the TIRZ Act,the City's Administrative Costs associated
with the TIRZ, being up to an annual amount not to exceed one-hundred thousand and no/100
($100,000.00)dollars,will be paid partially from the Subzone B Fund; and
WHEREAS, for any given tax year during the term of the TIRZ, the City has pledged to
contribute fifty (50%) percent of its Tax Increment collected from real property located within
Subzone B by earmarking and depositing such monies into a separate Subzone B 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 B Payment"); and
WHEREAS,to the extent permitted under the TIRZ Act,it is the intent of the Parties that
funds derived from the City's Subzone B Payments and deposited into the Subzone B Fund by the
City and County shall be used to reimburse Developers for eligible Project Costs expended in
developing the Property in accordance with the Concept Plan, except as otherwise expressly
provided herein; and
WHEREAS, pursuant to and in accordance with TEx.TAX CODE § 311.010(b), the City
may enter into agreements that they each may consider necessary or convenient for implementation
of the project plan and to achieve the purposes of the TIRZ, including an agreement to dedicate,
pledge,or otherwise provide for the use of the revenue in the Subzone B Fund to pay project costs
to the extent permitted under Chapter 311 and agreed to by the City in this development agreement;
and
WHEREAS,the County has entered into an interlocal agreement with the City to dedicate
and contribute forty-five (45%)percent of its Tax Increment collected from real property located
within Subzone B by earmarking and depositing such monies into the Subzone B Fund for such
use(s)as more fully set forth herein to be used in a manner consistent with the interlocal agreement
and the Final TIRZ Project Plan and Finance Plan; and
WHEREAS, the Parties intend that this Agreement constitutes a development agreement
under TEX.Loc.Gov'T CODE § 212.172; and
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants
contained herein, and for such other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged,the Parties agree as follows:
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I. RECITALS
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.
II. DEFINITIONS
Unless the context requires otherwise,the following terms,as used in this Agreement,shall
have the meanings hereinafter set forth:
2.1 Administrative Costs shall mean those annual administrative costs of the TIRZ as
set forth in the Final TIRZ Project Plan and Financing Plan.
2.2 Agreement means this Development Agreement.
2.3 Annexation Petition means the conditional petition for voluntary annexation of
the Property into the corporate limits of the City in accordance with the terms of the Annexation
Petition contained as part of this Agreement and in compliance with Subchapter C-3,Chapter 43,
Texas Local Government Code.
2.4 Authorized Improvements shall mean those public improvements identified in the
Project Plan and Financing Plan,the costs of which are recognized under Chapter 311 as eligible,
allowable Project Costs, and identified specifically in Exhibit D.
2.5 Available Tax Increment shall mean in any given year the amount of ad valorem
property taxes levied and collected on the Captured Appraised Value of real property located in
Subzone B for deposit in the Subzone B Fund under this Agreement (50% for City and 45% for
the County). Unless otherwise specified in a separate written agreement with a Participating
Taxing Entity,including the City,the Available Tax Increment for a given year is inclusive of any
rollback taxes collected from real property within Subzone B by the Participating Taxing Entity
for the term of the TIRZ.
2.6 Captured Appraised Value means the captured appraised value of real property
within the Zone as of January 1st of any year less the Tax Increment Base of Zone, as defined by
TEX.TAX CODE § 311.012(b).
2.7 City means the City of Corpus Christi, Texas a home rule municipality located in
Nueces County,Texas.
2.8 City Council means the City Council of the City of Corpus Christi,Texas.
2.9 City Manager means the City Manager of the City of Corpus Christi,Texas, or a
person designated to act on behalf of that individual.
2.10 City Regulations means(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
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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.
2.11 Concept Plan means the Concept Plan agreed to by the Parties as depicted in
Exhibit B attached hereto.
2.12 County means Nueces County,Texas.
2.13 Developers means The London Proper, LLC, a Texas limited liability company
and its successors,affiliates,and assigns,and MPM Development,LP,a Texas limited partnership
and its successors,affiliates,and assigns,collectively responsible for developing all or any portion
of the Property in accordance with this Agreement.
2.14 Development means the development on the Property that is the subject of this
Agreement.
2.15 Development Standards means those development standards applicable to the
Property as set forth in the City Regulations for property located in the ETJ.
2.16 Effective Date means the date on which the last of the Parties has executed this
Agreement, subject to the provisions of Section 13.1.
2.17 Extraterritorial Jurisdiction or ETJ means the extraterritorial jurisdiction of the
City,as that term is defined in Chapter 42,Texas Local Government Code.
2.18 Final TIRZ Project and Finance Plan means the final project and finance plan
for the TIRZ, as amended from time to time, consistent with the TIRZ Act and this Agreement,
with such Final TIRZ Project and Finance Plan being further broken into Subzones of which the
boundary of the Property is coterminous with Subzone B.
2.19 Force Majeure means, and shall include without limitation, 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.
2.20 Future Land Uses means those uses identified in the Concept Plan attached hereto
as Exhibit B.
2.21 HOA means any homeowners association created for the Development and/or
maintenance of the Property.
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2.22 Impact Fees means those fees as defined in Chapter 395 of the Texas Local
Government Code,as adopted by the City.
2.23 Landowner means the Developers and any additional owners of the Property.
2.24 Notice means any notice required or contemplated by this Agreement(or otherwise
given in connection with this Agreement).
2.25 Participating Taxing Entity means a taxing unit participating in the TIRZ, which
under this Agreement,specifically includes the City.
2.26 Parties means, collectively, the Developers and the City; Party, individually,
means either the Developers or the City.
2.27 Project means the Development of the Property as generally depicted in the
Concept Plan.
2.28 Project Costs include the eligible,allowed costs to be reimbursed to developer,as
described in Exhibit D and incorporated by reference.
2.29 Project Plan and Finance Plan or Project Plan and Financing Plan or Project
and Financing Plan or Final Project Plan and Finance Plan means the project plan and
financing plan for the TIRZ adopted by the City,as may be amended from time to time, a copy of
which is attached hereto as Exhibit C.
2.30 Property means the real property described by metes and bounds on Exhibit A and
depicted on Exhibit B and containing approximately 521.959 acres located in Nueces County,
Texas.
2.31 Real Property Records of Nueces County means the official land recordings of
the Nueces County Clerk's Office.
2.32 Subzone B means Subzone B of the TIRZ, which is coterminous with the
boundaries of the Property.
2.33 Subzone B Fund means the fund(s)or subaccount set up by the City to receive the
TIRZ monies directly attributable to the Subzone B in accordance with the TIRZ Documents and
applicable state law.
2.34 Tax Increment means, in the case of the City, the amount of 50% of ad valorem
property taxes levied and collected on the Captured Appraised Value of real property located in
Subzone B for deposit in the Subzone B Fund under this Agreement for the life of the TIRZ; and
in the case of the County,the amount of 45%of ad valorem property taxes levied and collected on
the Captured Appraised Value of real property located in Subzone B for deposit in the Subzone B
Fund under this Agreement for a period of twenty(20)years.
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2.35 Tax Increment Base means the total appraised value for a Participating Taxing
Entity of all Property located within Subzone B of the Zone as of January 1, 2026, the year in
which the Zone was designated as a reinvestment zone.
2.36 Tax Increment Payment means the required annual or semi-annual deposit of
Available Tax Increment by a Participating Taxing Entity into the Subzone B Fund.
2.37 TIRZ or Zone means Reinvestment Zone Number Seven, City of Corpus Christi,
created by the City pursuant to the TIRZ Act to implement tax increment financing.
2.38 TIRZ Act means the Tax Increment Financing Act, Chapter 311 of the Texas Tax
Code, as amended.
2.39 TIRZ Board means the Board of Directors for the TIRZ responsible for making
recommendations to the City concerning administration of the TIRZ.
2.40 TIRZ Documents means (a) the TIRZ Project and Finance Plan; (b) the TIRZ
Ordinance; and(c)this Agreement.
2.41 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.
2.42 TIRZ Ordinance means Ordinance No.033830,approved and adopted by 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.
III. THE PROJECT
3.1 The Project. The Project shall consist of those improvements and services
respectively described in the Concept Plan and the Project Plan and Financing Plan, to the extent
applicable,with such improvements and services to be provided for the benefit of the Zone.
3.2 Authorized Improvements. The Project Costs associated with the Authorized
Improvements described in the Project Plan and Financing Plan and attached at Exhibit C,as may
be amended, incurred and/or advanced by Developers shall be reimbursed from Available Tax
Increment funds deposited in the Subzone B Fund by Participating Taxing Entities,pursuant to the
terms of this Agreement.
3.3 Contracting for Construction of Authorized Improvements. With the exception
of Administration Costs described under this Agreement, all other Subzone B Project Costs,
identified in the Project Plan and Financing Plan and attached as Exhibit C, are to be developed
and/or contracted for by Developers,with such Project Costs attached in Exhibit D being eligible
for reimbursement to Developers with Subzone B Funds, subject to City Council approval under
the terms of this Agreement.
3.4 Financing. The Project Costs associated with the Authorized Improvements for
which Developers are responsible shall be financed through the use of Developers' own capital or
through:(1)commercial or private construction loans/lines of credit secured solely by Developers;
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(2) entities, individuals, or political subdivisions (including the City) who may secure an
assignment or partial assignment of reimbursement from Developers; (3)through available funds
received from Subzone B of the TIRZ; and (4) Assessments levied in connection with a public
improvement district(s)created on parts or all of the Property within Subzone B. Notwithstanding
anything contained herein to the contrary,nothing in this Agreement shall be construed to prevent
or preclude the City from issuing bonds on behalf of the TIRZ or a potential public improvement
district(s), provided such issuance(s) is/are in compliance with all applicable State law.
Developers may use any or part of the Property owned or controlled by Developers as collateral
for a construction loan or loans as required for the financing of the Project. Further, Developers,
without the consent of the City, may use the rights of reimbursement provided for in this
Agreement as collateral for any loan or obligation Developers may require to fund the Project
Costs, including the assignment or monetization of such rights of reimbursement hereunder.
3.5 Reimbursement. The City pledges to use any and all Available Subzone B
Funds to reimburse Developers for eligible Project Costs actually expended, incurred, and/or
advanced in accordance with the terms of this Agreement and as described in the Project Plan and
Financing Plan and in Exhibit C attached. In the event that actual Project Costs attributable to any
approved category exceed the estimated amounts set forth herein, the Developers may apply
amounts allocated to other approved Project Cost categories to such excess costs.
IV. ANNEXATION; LAND USE RIGHTS
4.1 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
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.
4.2 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;
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(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.
4.3 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
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.
V. TERM
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5.1 The TIRZ is set to exist for a minimum of twenty-five (25) years and the term of
this Agreement shall commence on the Effective Date and expire, if not extended or otherwise
terminated as provided for herein, upon the earlier of the following: (i) two calendar years after
the date the Zone expires; (ii) termination of this Agreement under Article 13 hereof; (iii) the
maximum amount to be reimbursed to the Developers per Section 7 of this Agreement.
VI. DUTIES AND OBLIGATIONS OF CITY AND TIRZ
6.1 The City shall not be obligated to sell or issue bonds to pay or reimburse Developers
or any third-party for Project Costs associated with any of the improvements to be constructed or
developed by Developers under the Project Plan and Financing Plan. Notwithstanding the
foregoing,nothing in this section shall be construed to prevent the City from selling or issuing any
bonds or other forms of obligations to pay or reimburse Developers or any third-party for Project
Costs of any Authorized Improvements to be constructed or developed by Developers under the
Project Plan and Financing Plan.
6.2 The City hereby agrees and pledges the amount of 50% of ad valorem property
taxes levied and collected on the Captured Appraised Value of real property located in Subzone B
as reimbursement to the Developers for eligible Project Costs as described in Exhibit D and the
Project Plan and Financing Plan, less Administrative Costs applicable to Subzone B, up to the
maximum total amount specified in this Agreement, including those collected up to one (1)
calendar year after the expiration of the Agreement,but that were due during the life of the Zone.
6.3 City shall participate in the Zone by depositing fifty(50%)percent of its Available
Tax Increment for a given year into the Subzone B Fund in the amounts collected from within
Subzone B for the funding and/or reimbursement of Project Costs, in accordance with the
procedure described and the priority of payments described in Articles VII and VIII hereof,
respectively. City shall deposit such Available Tax Increment funds into the Subzone B Fund at
the times and in the manner provided herein.
6.4 City hereby agrees to prepare or cause to be prepared an annual report on the status
of the Zone that contains the information described in TEX.TAx CODE § 311.016(a). The TIRZ
Board and/or City shall prepare the annual report described by TEX. TAx CODE § 311.016 and
submit the same to(i)each chief executive officer of each taxing unit that levies property taxes on
real property within the Zone; 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.
VII. USE OF TIF FUNDS; REIMBURSEMENT PROCESS
7.1 City's obligation to contribute the amount of 50% of ad valorem property taxes
levied and collected and deposit the same into the Subzone B Fund(shall accrue as the City collects
its Tax Increment). City agrees to deposit its Tax Increment Payment to the Subzone B Fund on at
least an annual basis.
7.2 City pledges to and is hereby obligated under this Agreement to use the amount of
50%of ad valorem property taxes levied and collected on Property located within Subzone B and
deposited in the Subzone B Fund to reimburse Developers for the Project Costs incurred or
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advanced by them in implementing the Authorized Improvements in accordance with the Project
Plan and Financing Plan and Exhibit D, subject to the limitations of and procedures set forth in
this Agreement.
7.3 Administrative Costs. 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 B,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 B Administrative Costs", with respect to
Subzone B)The Parties agree the Subzone B Administrative Costs will be paid from the Subzone
B Fund, as monies become available in the Subzone B Fund and subject to the order of priority of
payment set forth in TIRZ Project and Finance Plan. Notwithstanding anything contained herein
to the contrary, such annual Subzone B Administrative Costs shall only be paid from Available
Subzone B Tax Increment Funds and only as such funds may become and are available in the
Subzone B Fund for any given year. In the event there are not sufficient Available Subzone B Tax
Increment Funds in the Subzone B Fund to cover a payment for annual Subzone B 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 B Administrative Costs to be paid for that given year plus any outstanding and unpaid
Subzone B Administrative Costs not paid in the previous year(s)have been paid in full.
7.4 Reimbursement Procedure. Subject to Completion of an Authorized
Improvement and sufficient evidence of a certain Project Cost(s)having been incurred or advanced
by Developers,the Parties acknowledge and agree that the City shall use any and all Available Tax
Increment funds deposited in the Subzone B Fund (which are the amount of 50% of ad valorem
property taxes levied and collected by City for Subzone B and the amount of 45% of ad valorem
property taxes levied and collected by County for Subzone B) to reimburse Developers for the
Project Costs and expenses incurred or advanced by Developers,provided such Project Costs and
expenses were incurred or advanced in accordance with the Project Plan and Financing Plan and
pursuant to this Agreement,Exhibit D. To receive reimbursement from the Tax Increment Fund,
the following procedure is agreed to and shall be adhered to by the Parties in processing a
Reimbursement Request submitted by Developers:
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(a) First, Developer(s) shall submit a reimbursement request to the City for
reimbursement of Project Costs and expenses incurred by Developer(s) pursuant to this Agreement
and identified in a category of Project Costs in the Project Plan and Financing Plan. The
reimbursement request submitted must have all necessary supporting documentation to justify the
reimbursement,including but not limited to public bidding documents and notices,contracts,invoices
and proof of payment.
(b) The City Manager and/or City Finance Director or their respective designee shall
promptly review the reimbursement request and, if they determine in their reasonable discretion that
it complies with this Agreement and the Project Plan and Financing Plan, shall promptly cause
payment to be made to Developer(s) from the Subzone B Fund, in the amount requested, together
with any applicable interest as provided in Section 8.3, as reimbursement for eligible Project Costs
incurred or advanced in accordance with this Agreement and the Project Plan and Financing Plan,
subject to the priority of payment set forth below.
(c) Once fully approved by the City in accordance with 7.4.(b) above, the City shall
cause payment to be issued and made to the requesting Developer(s),within,but no later than,forty-
five (45) days from the date the City approved the reimbursement request, in and up to the amount
of Available Tax Increment funds then in the Subzone B Fund. If Available Tax Increment funds do
not exist in the Subzone B Fund in an amount sufficient to make such payments in full when the
payments are due to Developer(s) under this Agreement, partial payment shall be made with the
remainder to be paid as Available Tax Increment funds become available. Payment by City from the
Subzone B Fund may be remitted in the form of a check or wire transfer or other reasonable method
determined by the Parties.
7.5 Subzone B Fund. The City shall maintain the Subzone B Fund as a segregated
account or subaccount which shall not be comingled with any other funds of the City. The Subzone
B Fund shall be invested in accordance with the City's investment policy and strategy the same
reasonable and prudent manner as other funds of the City, and all interest earned shall be part of
the Subzone B Fund. The City shall only make disbursements from the Subzone B Fund for the
purposes and in the priority set forth herein.
7.6 Source of Funds for Reimbursement. The Parties expressly acknowledge and
agree that the sole source of funds to reimburse Developers their Project Costs incurred or
advanced shall be the Available Tax Increment funds levied and collected on taxable real property
located in Subzone B of the TIRZ and contributed by the Participating Taxing Entities to the
Subzone B Fund plus any interest funds accrued in the Subzone B Fund.
7.7 Use of Available Subzone B Funds. The Available Tax Increment funds deposited
in the Subzone B Fund may be used to reimburse the Project Costs identified in the Project Plan
and Financing Plan for Subzone B and Exhibit D attached to this Agreement.
(a)Reimbursement to Developers. Developers shall receive, in accordance with the
Project Plan and Financing Plan, an amount NOT TO EXCEED One Hundred Eighteen Million
and NO/100 Dollars ($118,000,000.00) in the aggregate as reimbursements for Project Costs
incurred and/or advanced by Developers exclusive of interest and financing costs thereon, for
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Authorized Improvements as specified under the Project and Financing Plan and provided for under
this Agreement, Exhibit D.
VIII.DISBURSEMENT OF FUNDS
8.1 Disbursements from the Subzone B Fund shall be made by City no less frequently
than annually on or before May 31st of each year, beginning immediately after the City verifies
the Project Costs to be reimbursed under a reimbursement request submitted by Developers. Any
and all disbursements of Available Tax Increment funds shall be processed in accordance with the
reimbursement procedure set forth in Article VII above. Disbursements of Available Tax
Increment funds from the Subzone B Fund by City shall be made only in the following order of
priority unless otherwise approved by City and Developers:
(a) FIRST,payment of the pro-rata portion of Administrative Costs to the City for that
year as described in Section 7.3, not to exceed One Hundred Thousand and NO/100 Dollars
($100,000.00) annually, plus any additional Administrative Costs for prior year(s) that (i) has not
previously been paid out from the Subzone B Fund; and (ii) that has rolled over from the previous
year(s)and remains outstanding to the City.
(b) SECOND,to reimburse Developers for Project Costs incurred,in accordance with
the Project Plan and Financing Plan and Exhibit D to this Agreement.Any outstanding amounts from
City-approved reimbursement requests submitted to the City in a previous year shall have priority for
payment out of the Subzone B Fund over any subsequent City-approved reimbursement requests
received,until such outstanding amounts owed,plus interest,have been paid in full as funds become
available.
(c) THIRD, to reimburse or pay the cost of any project or improvement that was not
included in the original Project Plan and Financing Plan,but was later added as a subsequent project
or improvement with the approval of Developers, Zone Board, and City, provided such
reimbursement is made in accordance with the procedure set forth in Section 7.4 hereof.
8.2 Disbursement Records. The City shall maintain complete books and records
showing all deposits to and disbursements from the Subzone B Fund, which books and records
shall be kept in accordance with generally accepted accounting principles as applied to Texas
municipalities. Such books and records shall be available for examination and copying by
Developers during normal business hours. The City shall maintain such books and records
throughout the term of this Agreement and for a minimum of two(2)years afterward.
8.3 Penalty and Interest on Delinquent Payments. If a Participating Taxing Entity
does not remit payment of its Available Tax Increment to the Subzone B Fund within ninety(90)
days (with such 90 day period commencing on the later of (i) the delinquency date for such
Participating Taxing Entity's property taxes; or (ii) the date the City submits an invoice to the
Participating Taxing Entity with the information described in TEX. TAX CODE § 311.013(c)(2)),
then such amount owed shall be considered delinquent and incur a penalty of five(5%)percent of
the amount delinquent for that year and additionally accrue interest at an annual rate of ten(10%)
percent until the Participating Taxing Entity has paid the entire delinquent amount, including the
Page 12 of 28
penalty and accrued interest thereon, to the Subzone B Fund pursuant to TEX. TAX CODE §
311.013(c-1).
8.4 Availability of Funds.
(a.) The City is not obligated to use funds beyond what is actually collected as
Available Tax Increment and deposited into the Subzone B Fund by Participating
Taxing Entities. There shall be no recourse against any Participating Taxing Entity,public
official, TIRZ, or any member of the TIRZ Board, if all or part of the Developers
contributions or costs are not reimbursed due to insufficient tax revenue generated by the
TIRZ, save and except in the case of improper conduct or misapplication of the funds by
such persons or entities, including failure to deposit Available Tax Increment funds in the
Subzone B Fund as required under this Agreement.
(b) Appropriations: The terms of this development agreement are contingent upon
sufficient appropriations being made by the City for the performance of this Agreement. If
the 50 % ad valorem taxes collected from the Subzone B property have been reimbursed
to developer and additional incentive payments are still owed,the City shall not be required
to collect from its general fund or any other source of funding,and will not be in default of
this agreement.
IX. DEVELOPERS' DUTIES AND OBLIGATIONS
9.1 Subject to the continued performance of this Agreement by the City, Developers
agree to use best efforts to complete, or cause to be completed, those Authorized Improvements
for which they are responsible for under the Project Plan and Financing Plan in the manner required
under this Agreement,Exhibit D.
9.2 Developers agree to provide, or cause to be provided, all materials, labor, and
services necessary to complete those Authorized Improvements for which they are responsible for
under the Project Plan and Financing Plan.
9.3 Developers agree, when required in connection with an Authorized Improvement
for which they are responsible for, to comply with, obtain, or cause to be obtained all applicable
and required permits and approvals from governmental agencies having jurisdiction over the
construction of such Authorized Improvement(s) unless otherwise agreed to herein. Developers
shall be responsible for paying, or causing to be paid, the cost of all applicable permit fees and
licenses required for construction of the Authorized Improvements for which they are responsible
for under the Project Plan and Financing Plan, if any.
9.4 Developers agree to use best efforts to start and complete those Authorized
Improvements for which they are responsible in accordance with the Project Plan and Financing
Plan. Developers shall work diligently to successfully complete, or have completed, any and all
Authorized Improvements for which they are responsible for that are not completed before the
expiration of the TIRZ. Developers are only required to construct such Authorized Improvements
for which they are responsible to the extent the Subzone B Fund is reasonably anticipated by
Page 13 of 28
Developers to be sufficient for reimbursement of such Project Costs to be incurred or advanced by
them.
9.5 Developers agree to supervise the construction of those Authorized Improvements
for which they are responsible for under the Project Plan and Financing Plan and Exhibit D to this
Agreement, and further cause the construction of the same to be performed substantially in
accordance with the Project Plan and Financing Plan and this Agreement. Developers also agree
to provide periodic reports of such construction to the City upon reasonable request.
9.6 The Parties expressly acknowledge that this Agreement requires the Developers to
provide"Goods and Services"as such terms are described in,and have the meaning prescribed in,
§ 271.151,TEx.Loc.GOv'T CODE,to the City and this Agreement shall be enforceable subject to
Texas law,more specifically, Chapter 271,Texas Local Government Code.
9.7 The Parties agree that the Developers shall have the right to make an assignment of
their right to receive reimbursements under this Agreement to a third-party or related-third party
for the purpose of obtaining fmancing or for any other lawful purpose under Chapter 311, after
obtaining the consent of the City for such assignment(s). Such consent shall not be unreasonably
withheld.
X. PUBLIC IMPROVEMENT DISTRICT
10.1 Creation by the City. The City shall agree to consider, subject to City Council
approval,all necessary documents,ordinances, and resolutions,including without limitation those
documents required to effectuate the creation of a public improvement district ("PID") over the
Property with boundaries within all or part(s)of Subzone B and issue bonds therefrom if requested.
10.2 PID Bond Issuance. Subject to creation of the PID by the City,the City may issue
a series of PID bonds for the purpose of financing or reimbursing improvement costs associated
with the PID("PID Bonds"). By this Agreement,the Parties further contemplate that in the event
that a PID is created over the Property having boundaries within all or part(s) Subzone B,whether
or not PID Bonds are issued,any Available Tax Increment in the Subzone B Fund may be utilized
to buy-down any assessment(s)and annual installments associated with the PID.
XL RELIANCE; INDEMNIFICATION
11.1 The City shall be entitled to rely on the information provided by Developers in
verifying Project Costs for which Developers seek reimbursement from the Subzone B Fund.
11.2 DEVELOPERS SHALL, AND HEREBY DO, INDEMNIFY CITY, TIRZ,
THE TIRZ BOARD, AND ALL OTHER PARTICIPATING TAXING ENTITIES AND
THEIR RESPECTIVE OFFICIALS AND EMPLOYEES FROM AND AGAINST ANY
AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND
LIABILITIES (COLLECTIVELY "CLAIMS" RAISED BY THIRD-PARTIES ARISING
OUT OF ACTIONS RELATED TO THE PERFORMANCE OF THIS AGREEMENT AND
THE CONSTRUCTION OF AUTHORIZED IMPROVEMENTS BY DEVELOPERS AND
DEVELOPERS' CONTRACTORS, SUBCONTRACTORS, BUT NOT OTHERWISE.
THE DEVELOPERS ALSO AGREE TO AND SHALL RELEASE THE CITY,TIRZ,THE
Page 14 of 28
TIRZ BOARD, AND ALL OTHER PARTICIPATING TAXING ENTITIES AND THEIR
RESPECTIVE OFFICIALS AND EMPLOYEES FROM ALL LIABILITY FOR INJURY,
DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN
CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS
AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE, OR LOSS IS CAUSED BY
THE INDEMNIFIED PERSONS' CONCURRENT NEGLIGENCE.
11.3 Contractors and Subcontractors. Developers shall require each of their
contractors and subcontractors working on this Project to indemnify the City, TIRZ, the TIRZ
Board and all other Participating Taxing Entities and their respective officials and employees,
utilizing the indemnification language contained in Section 11.2, in its entirety, or to carry
insurance to contractually transfer such risk under policies naming the City as an additional insured
party.
11.4 Notice of Claims. If the indemnified persons or the Developers receive notice of
any claim or circumstances that could give rise to an indemnified loss, the receiving Party shall
give written notice to the other Party within ten(10)business days. The notice must include the
following:
(a)A description of the indemnification event in reasonable detail;
(b) The basis on which indemnification may be due; and
(c)The anticipated amount of the indemnified loss.
This notice does not estop or prevent the indemnified persons from later asserting a different basis
for indemnification or a different amount of indemnified loss than that indicated in the initial
notice. If indemnified persons do not provide notice as required under this Section 11.4 within the
required ten (10) day period, they do not waive any right to indemnification except to the extent
that the Developers are prejudiced, suffer loss, or incur expense because of the delay.
11.5 Continued Participation. If the Developers elect to defend the claim, the
indemnified persons may retain separate counsel at their own expense to participate in (but not
control) the defense and to participate in (but not control) any settlement negotiations. The
Developers may settle the claim without the consent or agreement of the indemnified persons,
unless the settlement(i)would result in injunctive relief or other equitable remedies or otherwise
require the indemnified persons to comply with restrictions or limitations that adversely affect the
indemnified persons; (ii) would require the indemnified persons to pay amounts that the
Developers do not fund in full; or (iii) would not result in the indemnified persons' full and
complete release from all liability to the plaintiffs or claimants who are parties to or otherwise
bound by the settlement.
11.6 No Personal Liability. The directors, officers, elected or appointed officials,
employees, and agents of City, TIRZ, and the TIRZ Board shall be protected from personal
responsibility for any liability arising under out of this Agreement, save and except in the case of
improper conduct or misapplication of the funds by such persons or entities, including failure to
deposit Available Tax Increment Funds in the Subzone B Fund as required under this Agreement.
Page 15 of 28
XII. INSURANCE
12.1 Developers' financial integrity is of interest to City; therefore, subject to
Developers' right to maintain reasonable deductibles,Developers shall obtain and maintain in full
force during construction of all Authorized Improvements for which they are responsible for as
identified in the Project Plan and Financing Plan, including any amendment thereto, insurance
coverage.
12.2 At Developers' Expense. Required insurance coverage in the amount set forth
below shall be acquired and maintained at Developers' shared expense.
12.3 Policies and Insurance Companies. The required insurance coverage may be
written on an occurrence basis,except for professional liability coverage which shall be on a claims
made basis,by companies authorized and admitted to do business in the State of Texas and rated
A-or better by A.M.Best Company and/or otherwise acceptable to City,initially in the types and
amounts described in the Standard Insurance Requirements for Construction/Services/Professional
Services of the City of Corpus Christi,Texas, and in the event the City does not maintain or have
widely available its Standard Insurance Requirements, in the following types and amounts:
Type Amount
(1) Worker's Compensation& Statutory
Employer's Liability $500,000/$500,000/$500,000
(2) Commercial General Liability Combined limits of$500,000 per
(Including Broad Form Coverage, occurrence and$5,000,000 in the
Contractual Liability,Bodily and aggregate or its equivalent in
Personal Injury, and Completed umbrella or excess liability
Operations coverage
(3) Business Automobile Liability $500,000 combined single limit
per occurrence
(any auto, including employer's
non-owned and hired auto coverage)
12.4 City shall be entitled, upon request and without expense, to receive copies of the
policies and all endorsements thereto as they apply to the limits required by City.
12.5 Policy Changes. City may make a reasonable request for deletion, revision, or
modification of particular policy terms,conditions,limitations,or exclusions(except where policy
provisions are established by law or regulation binding upon either of the Parties hereto or the
underwriter of any such policies). Upon such request by City, Developers shall exercise
reasonable efforts to accomplish such changes in policy coverage and shall pay the cost thereof.
City shall also have the right to require additional or different coverage from time to time and to
require increased policy limits from time to time as (i) City deems appropriate in its discretion;
and(ii)as such changes are requested due to a requirement under cited applicable Texas law. Upon
such request by City, Developers shall accomplish such changes in policy coverage and shall pay
the cost thereof in a timely manner consistent with the existing policy.
Page 16 of 28
12.6 Cancellation. Each policy must state that it may not be canceled, materially
modified, or nonrenewed unless the insurance company gives the City thirty (30) days' advance
written notice. The Developers shall (and shall contract with each contractor to) given written
notice to the City within five (5) business days of the date on which total claims by any Party
against such person reduce the aggregate amount of coverage below the amounts required by this
Agreement. In the alternative, the policy may contain an endorsement establishing a policy
aggregate for the particular project or location subject to this Agreement.
XIII. DEFAULT; REMEDIES
13.1 The following events, if not cured within one hundred twenty (120)calendar days
after receipt of written notice by a Party hereunder, shall constitute"Default": (1)Developers fail
to pay any taxes or special assessments levied against it or any part of the Property owned by it
prior to the time said taxes or special assessments are delinquent; or (2) any Party fails to
commence performing an obligation or complete performance of an obligation required to be
performed by that Party under this Agreement.
13.2 Developers' Default. In an event of Default by the Developers, the City may
terminate this Agreement only after giving written notice of such Default and providing a sixty
(60) day period for the Developers to cure said Default. Default by Developers shall occur if the
Developers fail to perform or observe any of the terms and conditions of this Agreement required
to be performed or observed by the Developers. Should such a Default occur,the City shall have
the right to terminate all or part of its duties under this Agreement as of the sixtieth (61 st) day
following the receipt by the Developers of a notice describing such Default and intended
termination,provided: (i) such termination shall be ineffective if within said sixty(60)day period
the Developers cure the Default or(ii) such termination may be stayed, at the sole option of the
City, pending cure of the Default by Developers. In the event that a Default is by the Developer
and not cured, City shall have the right to seek any and all legal and equitable remedies through a
court of competent jurisdiction in Nueces County, Texas. In the event there is a bankruptcy by
Developers or bankruptcy proceedings pending against Developers, this agreement is
automatically terminated.
13.3 Reimbursement Owed at Time of Termination. If this Agreement or the Zone
is terminated and the Developers have incurred expenditures at the time of termination for
Authorized Improvements and/or Project Costs identified in Exhibit D of this Agreement that
were specifically allowed for in the Project Plan and Financing Plan, and such Authorized
Improvements have been completed and/or Project Costs expended as of the time of termination,
then Developers shall be reimbursed for such expenditures out of the Subzone B Fund, if such
funds are available in the Subzone B Fund,including any monies collected up to one(1)year after
termination of the Zone.
13.4 City Default. In an event of Default by the City, Developer may terminate this
Agreement only after giving written notice of such Default and providing a sixty (60)day period
for the City to cure said Default. In the event that a Default is by the City uncured, Developers
shall have the right to seek any and all legal and equitable remedies through a court of competent
jurisdiction in Nueces County,Texas.
Page 17 of 28
(a) Remedies Generally. The remedies of the Parties as set forth above shall be in
addition to and cumulative of any other rights and remedies as may be available to them at law
or in equity in the event of a Default by any other Party. Nothing in this Agreement shall be
deemed to waive, modify, or alter any immunities or defenses available to the City under the
laws of the State of Texas, including governmental immunity, sovereign immunity, or official
immunity. The Parties expressly agree that the execution of this Agreement and any actions
taken pursuant to this Agreement do not constitute or shall not be construed as a waiver of any
such immunities or defenses,whether at common law or by statute.
XIV. CHANGES AND AMENDMENTS
14.1 Any alterations, additions, or deletions of the terms hereof shall be by amendment
in writing executed by City and Developers, and evidenced by passage of a subsequent City
resolution or ordinance adopting the same,as to City's approval.
14.2 It is understood and agreed by the Parties hereto that Developers shall enjoy, and
have not by this Agreement waived,their rights to complete their portion of the Project under and
according to the rules and regulations in effect as of the date of this Agreement, as modified by
any waivers and exceptions approved and granted herein, if any.
XV. MISCELLANEOUS
15.1 Access to Project Site(s) and Records. Developers shall allow City reasonable
access to the Project site(s) for inspections during and upon completion of construction of an
Authorized Improvement. Further, City shall have reasonable access to documents and records
needed to assess Developers' compliance with this Agreement. City reserves the right to conduct
examinations, during regular business hours and after providing notice to the Developers, of the
books and records related to the Agreement (including such items as contracts, paper,
correspondence,copy,books,accounts,invoices,and other information related to the performance
of the Developers' services hereunder) no matter where books and records are located. City also
reserves the right to perform any and all additional audit tests relating to the Developers'
operations, provided that such audit tests are related to those services as may be respectively
performed by such entities for City. These examinations shall be conducted at the offices
maintained by Developers.
15.2 Developers' Employees, Contractors, and Agents. It is expressly understood
and agreed that the Developers shall perform all work and services described herein as independent
contractors and not as officers, agents, servants, or employees of the City; that except as herein
provided, the Developers shall have exclusive control of any the exclusive right to control the
details of the services and work performed hereunder, and all persons performing the same; and
shall be solely responsible for the acts and omissions of their officers, agents, employees,
contractors,and subcontractors;that the doctrine of respondeat superior shall not apply as between
the City and the Developers,their officers,agents,employees,contractors,and subcontractors;and
that nothing herein shall be construed as creating a partnership or joint enterprise between the City
and the Developers. No person performing any of the work and services described hereunder shall
be considered an officer, agent,servant, or employee of the City.
Page 18 of 28
15.3 Integration. This Agreement(as defined herein)constitutes the entire agreement
between the Parties and may not be amended, altered,modified, or changed in any way except in
a writing signed by all Parties. Notwithstanding the foregoing, any agreements made with
Developers or owners of the Property regarding annexation and municipal services shall remain in
full force and effect and to the extent there is a conflict between such agreements and this
Agreement, those agreements shall control as they relate to the conditions for annexation and the
provision of municipal services. It is understood and agreed by the Parties hereto that changes in
local,state,and/or federal laws,rules,and/or regulations applicable to the Developers' obligations
hereunder may occur during the term of this Agreement and the Parties agree to amend this
Agreement as necessary to reflect such changes in local, state and/or federal laws, rules, and/or
regulations.
15.4 Force Majeure. The Parties shall not be held responsible or liable for any failure
or delay in the performance of obligations hereunder if such failure or delay is caused directly or
indirectly from forces beyond its control such as strikes, accidents, acts of war or terrorism, civil
or military disturbances, nuclear catastrophes, and/or Acts of God, so long as the event was
unforeseeable and the Parties are utilizing reasonable care and due diligence in the performance of
their duties under this Agreement and the Parties'practices are consistent with acceptable practices
in their respective industries. A Party wishing to invoke this provision must immediately notify
the other Parties of the force majeure event and shall remain in regular communication thereafter.
Upon the cessation of the force majeure event, the Parties shall resume performance of their
respective obligations hereunder as soon as practicable.
15.5 Severability. If any provision of this Agreement is construed by a court of
competent jurisdiction to be illegal or invalid,such construction shall not affect the legality of the
other provisions contained herein. The illegal or invalid provision will be deemed severed and
stricken from the Agreement as if it has never been incorporated herein, but all other provisions
shall remain in full force and effect.
15.6 Laws to be Observed. The Developers at all times shall observe and comply with
all local, state, and/or federal laws, ordinances, orders, and/or regulations. The federal, state and
local laws, ordinances, and regulations that affect those engaged or employed in the work, or the
equipment used in the work,or that in any way affects the conduct of the work,shall be at all times
in effect, and no pleas of misunderstanding shall be considered on account of ignorance thereof.
15.7 Governing Law,Forum,and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to conflicts of law
provisions. The proper forum of any suit arising under this Agreement is the State of Texas. Venue
of any suit arising under the Agreement is fixed in any court of competent jurisdiction of Nueces
County,Texas, unless a specific venue is otherwise identified in a Texas statute then in effect.
15.8 Taxes. Developers shall pay, on or before their respective due dates to the
appropriate collecting authority, all federal, state, and/or local taxes and fees that are now or may
hereafter be levied upon the Property,provided Developers are the record owner thereof.
15.9 Captions. All captions herein are for the convenience only and shall not be
construed to have any effect or meaning as to the agreement between the Parties.
Page 19 of 28
15.10 Bargaining. The Parties have each had the opportunity to seek independent legal
counsel before entering into this Agreement. The language of this Agreement shall be construed
simply, according to its fair meaning, and not strictly for or against either party.
15.11 Non-Discrimination. The Parties covenant that (1) no person shall be excluded
from participation in, denied the benefit of, or otherwise subjected to discrimination under the
terms of this Agreement on the ground of race, color, age, sex, handicap, or national origin; and
(2) in carrying out the terms and conditions of this Agreement, no person shall be subjected to
discrimination on the grounds of race,color, age,sex,handicap,or national origin.
15.12 Notices. Any notice sent under this Agreement (except as otherwise expressly
required)must be written and mailed with sufficient postage, sent by certified mail,return receipt
requested,or delivered personally to an officer of the receiving party at the following addresses:
If to DEVELOPERS: If to T1RZ:
THE LONDON PROPER,LLC REINVESTMENT ZONE NUMBER SEVEN,
Attn: Bobak Mostaghasi CITY OF CORPUS CHRISTI
Attn: Board Chair,
Corpus Christi,Texas 78
Corpus Christi,Texas 78
If to DEVELOPERS: If to CITY:
MPM DEVELOPMENT,LP CITY OF CORPUS CHRISTI,TEXAS
Attn: Moses Mostaghasi Attn: Peter Zanoni, City Manager
P.O.Box 9277
Corpus Christi, Texas 78_ Corpus Christi,Texas 78469
With a copy to: With a copy to:
EARL&ASSOCIATES,P.C. CITY OF CORPUS CHRISTI,TEXAS
Attn: Jeffrey L. Earl Attn: Rebecca L. Huerta, City Secretary
10007 Huebner Road, Suite 303 P.O. Box 9277
San Antonio,Texas 78240 Corpus Christi,Texas 78469
Each Party may change its address by written notice in accordance with this Article. Any
communication delivered by facsimile transmission shall be deemed delivered when such
transmission is made if made during normal business hours or at the beginning of the next
business day if the transmission is made after normal business hours. Any communication
delivered in person shall be deemed received when receipted for by or actually received by
an officer of the Party to whom the communication is properly addressed.
15.13 Successors and Assigns.This Agreement binds and benefits the Parties and
their respective successors and shall not be assignable, in whole or in part, by any party
hereto without first obtaining the written consent of the other party. Notwithstanding the
above,Developers may monetize its reimbursement rights established herein without prior
consent from another Party.
Page 20 of 28
15.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement. Execution and delivery of this Agreement by
electronic transmission,including by PDF or similar electronic means,shall be legal,valid,
and binding for all purposes.
[Signature Page(s)Following]
Page 21 of 28
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the
day and year last written below.
"CITY"
CITY OF CORPUS CHRISTI,TEXAS
By
2dig/WM#0.....*
Peter Zanoni,City Manager
AT EST: 16-2--�- AUTHORIZED
/�Jr•TVIal./h EY COUNCIL S_"5- la •
Reb ca L. Huerta
City Secretary, City of Corpus Christi,Texas
SECRETARY
Page 22 of 28
•
"DEVELOPER"
THE LONDON PROPER, LLC., a Texas
limited liability company.
By: /ela�
Name: Bobak Mostaghasi
Title: Manager
Date: Lis/1-•1`
STATE OF TEXAS §
COUNTY OF I ,.e Le S §
This instrument was acknowledged before me,on the day of ,
2026, by Bobak Mostaghasi, Manager of The London Proper, LLC., a Teas limited
liability company,on behalf of said company.
[SEAL]
\�.\``�.0 AC E ''0,,�
.
.•. q4 Notary Public, State of Texas
o
/\ y -
:o F OF'�90:
///, • 1I1 I 1 111�1-O \\\\\\
Page 23 of 28
I
"DEVELOPER"
MPM DEVELOPMENT,LP,a Texas limited
partnership.
By:
Name: Moses Mostaghasi
Title: Autt}orized Agent
Date: 11•d}• ac
STATE OF TEXAS
COUNTY OF `n
This instrument was acknowledged before me,on the '7 day of locN•1 ,
2026, by Moses Mostaghasi, Authorized Agent of MPM Development, LP., a Texas
limited partnership, on behalf of said company.
[SEAL] \\.. „Ay ACF ILAZ
4) •. Notary Public, State of Texas
''•!p1 O F
Page 24 of 28
EXHIBIT A
METES &BOUNDS OF PROPERTY
(See Attached)
MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404
NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521— FAX 361 882-1265
www.bass-welsh.com e-mail: murrayjr@aol.com
e-mail: nixmwl@gmail.com
BASS & WELSH ENGINEERING
Engineering Firm Reg. No. F-52
Surveying Firm Reg. No. 100027-00
P.O. Box 6397
Corpus Christi, TX 78466-6397
October 17,2025
STATE OF TEXAS §
COUNTY OF NUECES §
Description of a 442.750 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm
Tracts,a map of which is recorded in Volume 3,Page 15,Map Records,Nueces County,Texas and consisting
of a 298.57 acre tract described by deed, Document No. 2020019585, Official Records of said county, an
89.904 acre tract described by deed, Document No. 2021016969, said official records, a 19.000 acre tract of
land described by deed,Document No.2021034794,said official records,a 33.586 acre tract of land described
by deed,Document No.2022022057,said official records and a 1.744 acre tract of land tract of land described
by deed, said Document No. 2022022057, said 442.750 acre tract of land as further described by metes and
bounds as follows:
BEGINNING at a 5/8"iron rod found in an upper south boundary line of a 308.99 acre tract of land described
by deed recorded at Document No. 941343, said official records, said beginning point for the northwest
corner of said 298.57 acre tract and north central corner of the tract herein described;
THENCE along said upper south boundary line of 308.99 acre tract N89°06'41"E 2664.86'to a 1" iron pipe
found for north central corner of the tract herein described and central interior corner of said 308.99 acre
tract;
THENCE S17°52'10"W 1568.11' along a south central boundary line of said 308.99 acre tract to a 5/8" iron
rod found for central interior corner of the tract herein described and south central corner of said 308.99 acre
tract;
THENCE N89°23'24"E 1863.69' along a southeast boundary line of said 308.99 acre tract to a 5/8" iron rod
found in the west right-of-way line of State Highway 286 (Chapman Ranch Road)for the northernmost east
corner of the tract herein described and southeast corner of said 308.99 acre tract;
THENCE S17°50'11"W 1125.47' along said west right-of-way line of State Highway 286 to a TxDOT
monument with brass disk found for common angle point in said west right-of-way line of State Highway 286
and east boundary line of the tract herein described;
THENCE S17°55'02"W 25.06'along said west right-of-way line of State Highway 286 to a TxDOT monument
with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east
boundary line of the tract herein described;
THENCE S21°35'08"W 56.77'along said west right-of-way line of State Highway 286 to a 5/8"iron rod found
at the point of curvature of a circular curve to the left having a central angle of 11°23'16",a radius of 4179.72',
and a chord bearing S15°21'38"W 829.37';
EXHIBIT "A"
Page 1 of 3
Metes and Bounds Description,442.750 Acre Tract, October 17,2025,Continued;
THENCE along said west right-of-way line of said State Highway 286,being along said circular curve to the
left,a distance of 830.74'to a TxDOT monument with brass disk found for upper southeast corner of the tract
herein described;
THENCE along a "cutback" right-of-way line between said State Highway 286 and Weber Road (FM
Highway 43,generally a 100'right-of-way) S48°50'10"W 77.88'to a TxDOT monument with brass disk found
for lower southeast corner of the tract herein described in the north right-of-way line of said Weber Road;
THENCE S89°12'35"W 4531.72' along said north right-of-way line of Weber Road to a 5/8" iron rod set in
the east boundary line of said 89.904 acre tract for a south central interior corner of the tract herein
described;
THENCE along said east boundary line of 89.904 acre tract S18°00'59"W 52.84'to a point in the center line
of said Weber Road for south central corner of the tract herein described;
THENCE along said centerline of Weber Road S89°12'35"W 1865.84'to a point for lower southwest corner of
the tract herein described;
THENCE N20°11'54"E, at 53.56'pass 5/8"iron rod found for a north right-of-way line corner of said Weber
Road and along the east boundary line of Mokry Estates,a map of which is recorded in Volume 68,Page 824,
said map records, in all 683.27' to a 5/8" iron rod with cap labeled Bass and Welsh Engineering found for
interior southwesterly corner of the tract herein described and northeast corner of said Mokry Estates;
THENCE S89°08'55"W along the north boundary line of said Mokry Estates and along the north boundary
line of a 1.06 acre tract of land described by deed recorded at Document No. 2012027694, said official
records, at 666.82 pass a 5/8" iron rod found in the east right-of-way line of County Road 33, now London
Pirate Road,in all,685.80'to a point in the center line of said County Road 33 for the westernmost or upper
southwest corner of the tract herein described;
THENCE N20°12'S0"E 1172.67'along said center line of County Road 33 to a point for west central corner of
the tract herein described and northwest or westernmost north corner of said 89.904 acre tract;
THENCE N89°13'29"E 18.98'along the north boundary line of said 89.904 acre tract to a 5/8"iron rod set in
said east right-of-way line of County Road 33 for the southwest corner of said 1.744 acre tract and interior
central west corner of the tract herein described;
THENCE N20°36'28"E 1118.75'along said east right-of-way line of County Road 33 and west boundary lines
of said 1.744 acre tract,said 19.000 acre tract and said 33.586 acre tract to a disturbed 5/8"iron rod found for
the northwest corner or westernmost north corner of the tract herein described and westernmost corner of a
2.003 acre tract of land described by deed to Kenneth Schroeder recorded at Document No.2018028597,said
official records;
THENCE S69°50'37"E 300.01' along the common southwest boundary line of said 2.003 acre tract and
northwesterly boundary line of said 33.586 acre tract to a 5/8"iron rod set for northwesterly interior corner of the
tract herein described and southernmost corner of said 2.003 acre tract;
THENCE along the common southeast boundary line of said 2.003 acre tract and northwesterly boundary line of
said 33.586 acre tract N20°25'17"E 38.76' to a 5/8" iron rod set for northwesterly corner of the tract herein
described and lower southwest corner of London Towne Subdivision Unit 2,a map of which is recorded in Volume
69,Pages 646 and 647,said map records;
EXHIBIT "A"
Page 2 of 3
Metes and Bounds Description,442.750 Acre Tract, October 17,2025,Continued;
THENCE along the north boundary line of said 33.586 acre tract N89°13'33"E 2085.37'to a 5/8"iron rod set in the
west boundary line of said 298.57 acre tract for north central interior corner of the tract herein described and
northeast corner of said 33.586 acre tract;
THENCE along said west boundary line of 298.57 acre tract N18°00'59"E 871.46'to the POINT OF BEGINNING,
a portion of said 442.750 acre tract described herein being public road right-of-way; this metes and bounds
description and corner monumentation as described above are based on deeds of first paragraph above, surveys
made in 2020, 2021 and 2022, not on a later date; all iron rods set contained caps labeled Bass and Welsh
Engineering.
d/t, &/14( " F - •
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onM.Welsh,R.P.L.S. .. i. * 0
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NIX0 M.W ELSH
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EXHIBIT "A"
Page 3 of 3
2022-zuzzi 31175 06/28/2022 10:42 AM Page 11 of 12
MURRAY BASS,JR., P.F,.,R.P.LS. 3054 S. ALAMEDA,ZIP 78404
NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521-- FAX 361 882-1265
www.bass-welsh.com e-mail: murrayjr@aol.com
e-mail: nixmwl@gmail.com
BASS & WELSH ENGINEERING
Engineering Firm Reg. No. F-52
Surveying Firm Reg. No. 100027-00
P.O. Box 6397
Corpus Christi,TX 78466-6397
June 22,2022
21068-M&B.doc
STATE OF TEXAS §
COUNTY OF NUECES §
Description of a 79.209 acre tract of land,more or less,a portion of the south 80.000 acres of Section 5,Laureles
Farm Tracts, a map of which is recorded in Volume 3,Page 15,Map Records,Nueces County,Texas,said 79.209
acre tract of land as further described by metes and bounds as follows:
BEGINNING at a 5/8" iron rod found for the southeast corner of said Section 5 and point of intersection of the
center line of County Road 43 and the center line of County Road 22,said beginning point for the southeast corner
of the tract herein described;
THENCE along the south boundary line of said Section 5 and along said center line of County Road 22
S89°09'S1"W 5,000.00'to a point for the southernmost southwest corner of the tract herein described which bears
N89°09'S1"E 280.00' from the southwest corner of said Section 5 at the original center line intersection of
Chapman Ranch Road(SH 286)and said County Road 22;
THENCE N00°48'26"W 20.00'to a TxDot monument with brass disk found for right-of-way corner of said SH 286
and said County Road 22 for southwesterly corner of the tract herein described;
THENCE N53°34'00"W 288.96'along a highway right-of-way line to a TxDot monument with brass disk found for
right-of-way corner of said SH 286 and southwesterly corner of the tract herein described;
THENCE S89°10'42"W 50.00'to a point in the center line of said SH 286 for the westernmost southwest corner of
the tract herein described which bears N00°49'18"W 195.00'from said southwest corner of Section 5 at the original
center line intersection of Chapman Ranch Road(SH 286)and County Road 22;
TI-IENCE along said original center line of Chapman Ranch Road, the west boundary line of said Section 5,
N00°49'18"W 465.00'to a point for the northwest corner of the tract herein described;
THENCE N89°09'51"E, at 50.00' pass a 5/8" iron rod set in the east right-of-way line of said Chapman Ranch
Road,in all 5280.00' to a 5/8"iron rod set in said center line of County Road 43, the east boundary line of said
Section 5,for the northeast corner of the tract herein described;
THENCE S00°49'18"E 660.00'along said center line of County Road 43,the east boundary line of said Section 5,
to the POINT OF BEGINNING,a portion of the tract herein described being public road right-of-way,public utility
easement and public drainage easement.
OF, #
ixon M.Welsh,R.P.L.S. .10!! * s ' -,
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KIxW1 M;WE,LSH
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EXHIBIT "A"
Page 1 of 1
EXHIBIT B
CONCEPT PLAN
(See Attached)
Page 26 of 28
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