HomeMy WebLinkAboutC2026-143 - 9/15/2026 - Approved CITY OF CORPUS CHRISTI/LA PALMERA MALL
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT
This Chapter 380 Economic Development Agreement("Agreement")is made and entered
into by and between CORPUS CHRISTI RETAIL VENTURE LP, a Texas limited liability
company("Company"or"Owner") and the City OF CORPUS CHRISTI, TEXAS, a home-rule
municipal corporation, ("City") and amends and restates that prior Preliminary Financing
Agreement between the City and the Company in its entirety.
RECITALS
WHEREAS, on July 25, 2008, the City Council of the City approved a Preliminary
Financing Agreement between the City and the Company (the "Original Agreement") providing
for the redevelopment and renovation of the 1,000,000 square foot La Palmera Mall facility (the
"Project")in order to stabilize and expand the Sales Tax Revenues and Property Tax Revenues,as
such terms are defined in the Original Agreement;
WHEREAS, the Original Agreement established a Base Property Tax revenue amount
collected by the City of$361,939.27 (which has been adjusted to 357,694.06 as provided in the
Original Agreement) and a Base Sales Tax revenue amount of$2,250,000.00 (which has been
adjusted to $2,689,832.54 as provided in the Original Agreement), and it provided that upon the
completion of making a minimum capital investment of$165,000,000.00 within 24 months, the
City committed to pay to the Company rebates equal to 70%of the City ad valorem taxes generated
from the Project above the Base Property Tax and 70% of the City one cent sales and use taxes
generated by the Project above the Base Sales Tax up to a maximum amount of$15,000,000.00
present value at a 6%discount rate(the"City Commitment");
WHEREAS, the Company satisfied the investment and development requirements as
provided by the Original Agreement and has received rebates from the City through June 30,2026,
in the aggregate amount of$6,496,430.00;
WHEREAS,the Term of the Original Agreement is scheduled to expire upon the earlier to
occur of(a)the payment in full of the City Commitment or(b)the date of the twenty-fifth annual
payment currently scheduled for the Calculation Year ending May 31,2035;
WHEREAS,the closure of the retail anchor tenant Macy's will trigger a substantial loss of
revenues to both the City and the Company, and experience in Corpus Christi and other markets
confirms that a dark anchor store can have a devastating impact on the economic success of a
shopping mall as well as for all of its tenants and the community;
WHEREAS, a substantial new investment of at least $9,000,000.00, with an enclosed
building at least 100,000 square feet is required of the Company(the"New Investment") in order
maintain and improve the economic impact of the Project by the demolition of the former Macy's
facility and reformation of part of the Project in order to accommodate the new construction of a
Dick's House of Sport facility in its place (the "DSG Facility") which will provide an additional
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SCANNED
investment of approximately$21,000,000.00 at the Project and help assure its long-term economic
viability;
WHEREAS, the City and the Company have agreed upon renewing and extending the
Original Agreement in order to provide ten additional years of the Term without increasing the
amount of the City Commitment in order to provide incentive to the Company to make the New
Investment required for the DSG Facility and provide for continued and expanded economic
impact of the Project on the local community;
WHEREAS, under the City's program established in accordance with Chapter 380 of the
Texas Local Government Code ("Chapter 380"), under which the City has developed an updated
form of Agreement for loans or grants of public funds for the purposes of promoting local
economic development and stimulating business and commercial activity within the City; and
WHEREAS, the City has concluded and hereby finds that amending, restating, and
replacing the Original Agreement with this Agreement will promote economic development in the
City of Corpus Christi and, as such, meet the requirements under Chapter 380, and the City's
established economic development program, and, further, is in the best interests of the City and
Company; and
WHEREAS, the City recognizes the positive economic impact that the Company's
investment will bring to the City through economic stimulation,growth,and diversification of the
economy,reduction of unemployment and underemployment through the retention of existing jobs
and the production of new jobs, and the attraction of new businesses, and as described in this
Agreement; and
WHEREAS, consistent with Chapter 380, the City and the Company, as contemplated in
this Agreement,agree to work together to cause the public purposes of developing and diversifying
the economy of the state, reducing unemployment or underemployment in the state, and
developing or expanding transportation or commerce in the state; and
WHEREAS,to ensure that the benefits the City provides under this Agreement are utilized
in a manner consistent with Chapter 380 and other law, the Company has agreed to comply with
certain conditions for receiving those benefits, and
WHEREAS,the City and the Company desire to enter into this Agreement for their mutual
benefit; and
NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual
promises, obligations, covenants and benefits herein contained, City and the Company contract
and agree as follows:
Article 1. General Terms
Section 1.01 Definitions. I he following terms have the following meanings:
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a. Ad Valorem Tax Effective Date. The first day of the first full Calculation Year after
the completion of the demolition of the former Macy's facility by the Company in
order to prepare the site for the DSG Facility.
b. Ad Valorem Tax Revenues. Means the amount of property tax revenues (formerly
"Property Tax Revenues" in the Original Agreement) collected by the City on real
property owned or leased by Owner and/or its Affiliates from the Project,a portion of
which will be repaid to Owner in the form of Chapter 380 Payments.
c. Affiliates. As used herein shall mean: (1) all companies with respect to which the
Company directly or indirectly, through one or more intermediaries at the time in
question, owns or has the power to exercise control over 50% or more of the stock
having the right to vote for the election of directors; or(2) all corporations (or other
entities) controlled by or under common control with the Company as contemplated
by Section 1239(c) of the Internal Revenue Code of 1986, as amended; or (3) all
companies owning or leasing parcels of property or space on the Property.
d. Base Ad Valorem Tax Revenues.Means the amount of$357,694.06,being the amount
of ad valorem taxes levied and collected by the City on the Land and Improvements
based on its use and valuation as of January 1,2007.
e. Base Sales Tax Revenues. Means $2,689,832.54, being the amount of sales taxes
levied and collected by the City from the Company and the Affiliates operating on the
Land as of January 1,2007.
f. CAD. The county appraisal district (the Nueces County Appraisal District [NCAD])
responsible for appraising the Land and Improvements located within the boundaries
of such appraisal district.
g. Calculation Year. A period of time beginning June 1 and ending May 31 in a
numbered year.
h. Chapter 380 Payment(s). Means the amount paid by the City to Owner under this
Agreement.
i. Effective Date. The date this Agreement is signed by the City and the Company.
j. Improvements.Facilities,buildings,structures erected on or affixed to the Land or real
property.
k. Land. "Land" shall mean the land owned by the Company and its Affiliates depicted
on Exhibit A attached to this Agreement.
1. Market Value. As determined and defined by the applicable CAD.
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m. Maximum Payment Amount. Shall mean ad valorem tax reimbursement and sales tax
reimbursement of up to $15,000,000.00 present value as of July 25, 2008, at a 6%
discount rate. All Reimbursement Amounts paid by the City under the Original
Agreement shall be credited against the Maximum Payment Amount.
n. Minimum Appraised Value. Shall be the amount necessary to generate the Base Ad
Valorem Tax Revenues under the City's then existing ad valorem tax rate and shall be
agreed to by City and Owner as per this Agreement.
o. Net Sales Tax. Shall be the total revenue generated from sales after deducting any
administrative fees to the State Comptroller's Office.
p. New Improvements. Shall be new real property additions or upgrades that increase
value,functionality,or overall quality of the project and increase the Ad Valorem Tax
Revenues above the Base Ad Valorem Tax Revenues.
q. Sales Tax Effective Date. The first day of the first full Calculation Year after
completion of the demolition of the former Macy's facility by the Company in order
to prepare the site for the DSG Facility.
r. Sales Tax Revenues. Means the amount of net sales tax collected by City arising from
the Project, a portion of which will be paid to Company in the form of Chapter 380
Payments.
Article 1. Term
Section 1.01 Term. This Agreement shall become enforceable upon execution by the City and
Company, and shall be effective on the Effective Date." Subject to the Company's completion of
the demolition of the former Macy's facility as required in Section 4.02 below, this Agreement
shall terminate upon the earlier to occur of the payment following the Calculation Year ending
May 31, 2045, or (ii) Owner's receipt of the total Chapter 380 Payments equal to the Maximum
Payment Amount, or(iii) earlier termination in accordance with the terms hereof. In recognition
of the fact that Chapter 380 Payments by necessity are calculated and paid after taxes have been
assessed and paid to the City,and therefore always run in arrears,the term of this Agreement shall
be deemed to include any payments otherwise due and payable to Owner which extend beyond the
original term of this Agreement.
Article 2.Chapter 380 Rebates of City Ad Valorem Taxes Paid by Company
Section 2.01 Rebate of Ad Valorem Taxes. Each year during the term hereof and as previously
provided under the Original Agreement,the City shall rebate 70%of the ad valorem taxes paid by
Company and/or its Affiliates to the City that are attributable to the Land,Improvements,and New
Improvements to the Land in excess of the Base Ad Valorem Tax Revenues.
a. The Company shall provide evidence, satisfactory to the City, of payment of the ad
valorem taxes on the Land and on Improvements and New Improvements located on the
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Land by July 1st annually starting with the Effective Date.
b. Any New Improvements of added real estate for the project will be included in the ad
valorem rebate.
c. Exclusion: Business personal property is excluded from rebates.
Section 2.02 Company Ad Valorem Tax Schedule. On or before September 1st of each year of
this Agreement,the Company shall provide to the City an itemized Schedule of Ad Valorem Tax
Revenues, showing all CAD Geographic ID numbers and the values related thereto, and showing
all Land and Improvements owned or controlled by the Company or its Affiliates, including and
identifying the property to be valued as part of this Agreement(the "Ad Valorem Tax Schedule")
reflecting payments made for the prior year ending January 31. Company must include in its Ad
Valorem Tax Schedule the Geographic ID numbers for all Business property accounts on the Land,
whether owned by Company or an Affiliate. The Company has no objection to the City's review
of all forms, informational documents provided by the Company to the applicable CAD and, in
the event of appeal,the Appraisal Review Board.Failure to provide the Ad Valorem Tax Schedule
of to the City shall constitute a waiver of the right to receive reimbursement pursuant to this
Agreement for the Calculation Year.
Section 2.03 Company Protest of Value or Billing.If the Company elects to protest the valuation
set on any of its properties by the applicable CAD for any year or years during the term hereof, it
is agreed that nothing in this Agreement shall preclude the protest, and the Company shall have
the right to take all legal steps desired to reduce the same. A reduction of the taxable value will
reduce the reimbursable amounts pursuant this Agreement. The Company must notify the City of
any and all tax protests and cooperate with the City in determining what taxes and accounts are
subject to protests.
Section 2.04 Calculation and Payment of Amount Due. Within 60 days after submission of the
Ad Valorem Tax Schedule showing the submission of taxes paid and lists of accounts determined
reimbursable by this Agreement, the City shall provide a report to the Company specifying the
accounts and amounts subject which sets forth the amount of the Reimbursable Ad Valorem Tax
Amount and tender payment of such amount.
Section 2.05 Payment.The Company agrees to pay its ad valorem taxes so as not to be delinquent
under the Texas Property Tax Code.The Company further agrees to provide an accurate report of
all amounts paid for ad valorem taxes on the Land, Improvements, New Improvements thereon;
and properly pay City ad valorem taxes due on or before January 31st of each year.Penalties and/or
interest that are paid by the Company will not be subject to rebate to the Company.
Article 3. Chapter 380 Rebates of City Sales Tax Paid by Company
Section 3.01 Rebate of City Net Sales Tax. Each year during the term hereof and as previously
provided under the Original Agreement,the City shall rebate 70%the City net sales tax(being the
Net Sales Tax Revenues above the Base Sales Tax Revenues) paid by the Company and/or its
Affiliates to the State that are attributable to taxable transactions on the Land or in connection with
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the Project and remitted to the City pursuant to Texas Tax Code 321.101 for any lawful purpose.
The payment obligation may be reduced as provided in this Agreement,notably Section 4.01.
Section 3.02 Terms of Rebate of City Net Sales Tax.
a. There shall be no reimbursement to Company from the sales tax allocated (now or in
the future) to a Type A or Type B corporation, a crime control district, a municipal
development district, a municipal development corporation, a district for fire control,
prevention or emergency medical services or to any district,corporation or entity other
than the City. There will also be no reimbursement to Company from a sales tax for
property tax relief,for a sports or community venue project,for a metropolitan or rapid
transit authority,for street maintenance,or for any other use that is limited by state law.
b. On or before September 1st of each year, the Company will notify the City of the
amount of sales taxes it and its Affiliates have remitted to the State and provide
documentation received from the Texas Comptroller of Public Accounts establishing
the amount and the payment as described in Section 3.03 of this Agreement. In the
event that the information is not provided by the Comptroller by such date,the deadline
for payment below shall be extended for the period of such delay.
c. Net Sales Tax funds owed to the Company pursuant to this Agreement shall be paid by
the City to the Company on or before60 days following the submission of the required
sales tax information under this Agreement,provided the Company has complied with
its obligations under this Agreement.
d. The City's Director of Financial Services shall maintain and oversee the Net Sales Tax
rebate and may disburse payments to the Company due under this Agreement without
further authorization of City Council.
e. The sole source of payments by the City to Company pursuant to this Agreement shall
be net sales taxes remitted to the City pursuant to Texas Tax Code 321.101 that are
subject to rebate under this Agreement.
Section 3.03 Sales Tax Schedule. On or before September 1st following each Calculation Year
of this Agreement, the Company shall obtain from the Texas Comptroller of Public Accounts a
Schedule of Sales Tax Revenues remitted by Company and/or its Affiliates for the preceding
Calculation Year(the "Sales Tax Schedule"). This Sales Tax Schedule shall document the sales
tax remitted by Company and/or its Affiliates on all taxable transactions on the Land or in
connection with the Project during the preceding Calculation Year. A copy of such information
received shall be provided to the City. Failure on the part of Company to provide the Sales Tax
Schedule to the City shall constitute a waiver of Company's right to receive reimbursement
pursuant to this Agreement for the Calculation year.
Section 3.04 Audits.Sales tax is audited periodically by the Comptroller.The audit period is often
multiple years and may result, when final, in additional sales tax liability or in a refund of
previously paid sales tax.
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a. If Company and/or any of its Affiliates incurs additional sales tax liability as a result
of an audit, upon the final determination of liability the reimbursement from City to
Company under this Agreement will be handled in the same manner as a normal net
sales tax payment. City will not be responsible for reimbursing any penalties and/or
interest paid by the Company or any Affiliate.
b. If Company or an Affiliate receives a refund from the State as a result of an audit, the
City shall deduct from the next payment any portion of such refunded city sales tax that
had been previously rebated to Company from City.
Section 3.05 Compliance with Texas Tax Code. Any Penalties and/or interest paid by the
Company or any Affiliate to the State with respect to city sales Tax will not be subject to rebate to
the Company.
Article 4. Development and Payment Terms
Section 4.01 Payment Terms. The total Chapter 380 Payments arising during the term of this
Agreement to be paid to Company shall not exceed the Maximum Payment Amount or continue
beyond the payment following the final Calculation Year ending May 31, 2045,whichever occurs
first.
Section 4.02 Development Terms. The following are the development requirements that
Company shall comply with as part of this Agreement:
Company shall begin demolition of the former Macy's building improvements on or before
January 1,2030,subject to extension for delays due to Force Majeure,and shall complete
such demolition and make the New Investment by June 1, 2032, subject to extension for
delays due to Force Majeure. This Economic Development Incentive Agreement shall
automatically terminate if such demolition has not commenced by January 1,2030,subject
to extension for delays due to Force Majeure. This Economic Development Incentive
Agreement shall automatically terminate if such New Investment is not completed by June
1, 2032, with a certificate of occupancy, subject to extension for delays due to Force
Majeure.
a. In the event that such New Investment is not completed by June 1, 2032, this Amended
and Restated Agreement is automatically terminated and the original agreement is
reinstated. The original Agreement is attached hereto as Exhibit B.
b. Company shall update landscaping no later than June 1, 2033, on the side of the New
Investment that faces McArdle Rd. Company shall make every reasonable effort to include
ten trees that are native to the area to the landscaping.
c. In the event that the Ad Valorem Tax Effective Date and the Sales Tax Effective Date have
not occurred by June 1, 2032, such events shall not be deemed a default but the extension
provided by this Agreement shall not be granted and it shall terminate as of the payment
following the Calculation Year ending May 31, 2033.
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Article 5. Default and Cessation of Operations
Section 5.02 Default by Company. If the Company does not perform its obligations hereunder
in substantial compliance with this Agreement, and, if such default remains uncured for a period
of 60 days after notice thereof shall have been given, the City may terminate this Agreement and
City's obligation to pay funds to Company with respect to future taxes under this Agreement will
terminate,but the City shall pay all amounts due and owning from prior to such date of termination.
Nothing in this section shall preclude the City from extending the cure period beyond 60 days if
there is good cause to extend the cure period.
Section 5.03 Notice of Default.Notwithstanding anything to the contrary contained herein, in the
event of any breach by either party of any of the terms or conditions of this Agreement, the non-
defaulting party shall give the other party written notice specifying the nature of the alleged default,
and manner in which the alleged default may be satisfactorily cured. Thereafter, the allegedly
defaulting party will be afforded 60 days within which to cure the alleged default.
Section 5.04 Company Shall Not Protest,Appeal Minimum Appraisal Value. If the Company
appeals its valuation with the Nueces County Appraisal District, Company still must submit the
Request for Reimbursement form and provide notice to the City of the appeal. Company shall not
protest or appeal the Minimum Appraisal Value during the Term of this Agreement. Under no
circumstances shall the Minimum Appraisal Value be interpreted to be equivalent or determinative
for appraisal purposes or be utilized in any way to determine market value. In addition, under no
circumstances shall Company protest or contest this Minimum Appraisal Value during the Term
of the Agreement below that value.
Section 5.05 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu
of any other,and any one or more or combination of the same is available. Each party, in addition
to remedies expressly provided herein, is entitled to any and all other remedies available at law or
in equity.
Section 5.06 Limitation of Liability. In no event will either party be liable to the other party
hereunder for punitive, exemplary, or indirect damages, lost profits, or business interruptions
damages.
Section 5.07 Certificate of Compliance. At the time that Owner delivers to City the annual Ad
Valorem Schedule of Value, Owner shall also deliver to City a Certificate of Compliance, under
which Owner warrants to the City that, to the best of its knowledge, it is in full compliance with
each of its obligations under this Agreement, including stating that, to the best of its knowledge,
the property is free and clear of any city code violations. City has the right to inspect the facilities
on the property and pertinent records of property to verify compliance with City Codes. In the
event there are code violations pending, Owner has 60 days to cure such code violations or such
longer period reasonably necessary so long as Owner commences to correct such violations within
the aforesaid 60 days. In the event Owner fails to cure or commence to cure such code violations
with the sixty 60 day cure period, the City shall not rebate taxes for that given year in which the
code violations were not cured.
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Section 5.08 Failure to Meet Obligations. In the event that Owner fails to fulfill any of its
obligations under this Agreement, and City has made demand on Owner to fulfill those specific
obligations, but more than 60 days has elapsed since such demand and Owner has still failed to
materially fulfill the specific obligations that were the subject of City's demand, then the Owner
shall not be entitled to the annual Chapter 380 payments and Owner waives such payments for that
specific Calculation Year.
Article 6. Description of Applicable Property and Transfer of Land or Property to another
Entity,Adding or Removing Affiliates, and Remitting Taxes
Section 6.01 Description of Property. The Company agrees to provide the City with an updated
listing of Geographic ID numbers, as available from the applicable CAD, for property located on
the Land, to be attached hereto as Exhibit A. The Company must include all accounts containing
property for which Company proposed to receive rebates of ad valorem taxes paid to the City.
Section 6.02 Assignment. This Agreement may be assigned by the Company to a new owner of
Land only with the prior written approval of the City.The City may choose to permit assignment
and/or require the Company to execute a new 380 agreement with the City. If the Company and
proposed assignee are in compliance with all obligations to the City, then the City will not
unreasonably withhold permission for assignment or execution of a new 380 agreement.The mere
right to payment pursuant to this Agreement may not be assigned. Notwithstanding the foregoing,
the Company may assign its rights and responsibilities under this Agreement to any entity which
is related to or affiliated with or a subsidiary of the Company in connection a transfer of ownership
of the Project or to any lending institution in connection with a mortgage loan for the Project. The
Company shall give written notice of its assignment of its rights in such event to the City within
five(5)business days of the occurrence of such assignment.
Section 6.03 No Third-Party Beneficiaries, Setoff. Except as specifically assigned with
permission of the City,no entity other than City or Company shall have any right in this Agreement
or funds due pursuant to this Agreement. In the event that Company ceases to do business on the
Land, becomes insolvent, files for bankruptcy, or otherwise ceases to pay creditors as its debts
becomes due,then this Agreement and its rebate terms shall automatically terminate.
Article 7. Procurement
Section 7.01 Buy Local.In connection with the New Investment and redevelopment contemplated
by this Agreement,Company shall use commercially reasonable efforts to provide business located
with Nueces County opportunities to participate in the procurement of supplies, materials,
equipment, service contracts, construction contracts, and professional services contracts, in each
case where reasonably and competitively available consistent with Company's applicable
procurement requirements. Company shall not be required to maintain records regarding this
requirement other than those normally kept in its usual course of business.
Article 8. Miscellaneous Provisions
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Section 8.01 Severability. In the event any word, phrase, clause, sentence, paragraph, section,
article, or other part of this Agreement or the application thereof to any person, firm, corporation
or circumstances shall ever be held by any court of competent jurisdiction to be illegal, invalid or
unconstitutional for any reason,then the application, invalidity or unconstitutionality of the word,
phrase, clause, sentence, paragraph, section, article, or other part of this Agreement shall be
deemed to be independent of and separable from the remainder of this Agreement and the validity
of the remaining parts of this Agreement shall not be affected thereby.
Section 8.02 Warranties.
Company warrants and represents to City the following:
a. Company, is duly organized, validly existing under the laws of Delaware and in good
standing under the laws of the State of Texas and further has all corporate power and
authority to carry on its business as presently conducted in Corpus Christi,Texas.
b. Company has the authority to enter into and perform, and will perform, the terms of
this Agreement.
c. Company has timely filed and will timely file all local, State, and Federal tax reports
and returns required by law to be filed and has timely paid and will timely pay all
assessments, fees, and other governmental charges, including applicable ad valorem
taxes, during the term of this Agreement.
d. If an audit determines that the request for funds was defective under the law or the
terms of this Agreement,Company agrees to either correct and resubmit the request for
funds within 60 days of notice of defect or reimburse the City for the sums of money
not authorized by law or this Agreement.
e. The parties executing this Agreement on behalf of Company are duly authorized to
execute this Agreement on behalf of Company.
f. Company does not and agrees that it will not knowingly employ an undocumented
worker. If,after receiving payments under this Agreement, Company is convicted of a
violation under 8 U.S.C. Section 1324a(f) in any Calculation Year during the Term of
this Agreement, Company shall repay the payments received for that year not later than
the 120th day after the date Company has been notified of the violation.This obligation
will survive the termination of this Agreement.
Section 8.03 Force Majeure. If the City or Company are prevented, wholly or in part, from
fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident,
acts of enemies,fires,floods,earthquakes,high winds,storms,epidemics,pandemics,quarantines,
governmental actions or regulations, wars, civil disturbances, strikes, labor disputes, or material
or labor shortages ("Force Majeure Event"), then the obligations of the City or Company are
suspended during continuation of the Force Majeure Event.The party affected by a Force Majeure
Event shall promptly notify the other party in writing,giving full particulars of the Force Majeure
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Event and the anticipated duration of the delay. The affected party shall use all reasonable efforts
to mitigate the impact of the Force Maj eure Event.
Section 8.04 Sale or Lease. If the Company sells or leases all or a portion of the Land or
Improvements to any entity other than in the course of operating the Project as a shopping mall,
the Company shall within 60 days give notice to the City of said sale or lease of property.
Section 8.05 Assignment. [Deleted as being covered under Section 6.02 above.]
Section 8.06 Entire Agreement. This Agreement constitutes the entire agreement of the parties
and supersedes any and all prior understandings, or verbal or written agreements, between the
parties respecting such subject matter, except as otherwise provided in the instruments referenced
herein. This Agreement may be amended only by written instrument signed by all of the parties
hereto.
Section 8.07 Notices.Any notice to the Company or the City concerning the matters to which this
Agreement relates may be given in writing by registered or certified mail addressed to the
Company or the City at the appropriate respective addresses set forth below. The Company must
notify the City of any change of address in writing. Notices by a party to the other party hereto,
shall be mailed or delivered as follows:
If to City: City Manager,City of Corpus Christi
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3220
Fax: 361-826-3845
With copies to: City of Corpus Christi-City Attorney
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
If to Company: Corpus Christi Retail Venture, LP
5488 S. Padre Island Drive#2000
Corpus Christi,Texas 78411-4147
With copies to: John D. Bell
Wood,Boykin& Wolter
555 S. Carancahua St. Ste. 1510
Corpus Christi,Texas 78401-0855
Section 8.08 Governing Law and Venue.This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, and the sole legal venue for construction of this
agreement will be in a court in Nueces County,Texas.
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Section 8.09 Counterparts. This Agreement may be executed in multiple counterparts, each of
which is deemed an original,and all of which taken together,shall constitute but one and the same
instrument,which may be sufficiently evidenced by one counterpart.
Section 8.10 Authority. By acceptance of this Agreement and/or benefits conferred hereunder,
each party represents and warrants to the other that its undersigned agents have complete and
unrestricted authority to enter into this Agreement and to obligate and bind such party to all of the
terms, covenants, and conditions contained herein.
Section 8.11 Amended and Restated Agreement. This Agreement extends,amends,and restates
that Preliminary Financing Agreement approved on July 25, 2008, by the City Council between
the City and the Company (the "Original Agreement"). For all periods commencing on the
Effective Date of this Agreement, this Agreement shall replace in its entirety such Original
Agreement. For all periods prior to the Effective Date of this Agreement,the Original Agreement
shall apply.
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IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be duly executed,
as evidenced by signature below.
CIT 1 CORPUS CHRISTI ATTEST:
A iv ,RLiptem7tFrita -
ame: I I :. I/ ' City Secretary
Title: !.� /:,. . .. /i:�a... . l /fk
LEGAL FORM APPROVED: C4►Q3L+Q AUTHORIZED
e4eAlstIL_ BY COUNCIL cI
Assistant City Attorney SECRET
City of Corpus Christi
COMPANY:
CORPUS CHRISTI RETAIL VENTURE, LP
A Delaware Limited Partnership
By: CC Retail South Texas GP LLC
A Texas limited liability company
Its General Manager
By: Institutional Mall Investors, LLC
A Delaware limited liability company
Its Sole Member
By: Miller Capital Advisory, Inc.
An Illinois corporation
Its Manager
By:
Name: ndrew Wilson
Title: Vice President
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COMPANY ACKNOWLEDGEMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on Oday of C d�.' , 2026,
by Andrew Wilson , the Vice President of Miller Capital A isory, Inc., as manager of
Institutional Mall Investors, LLC, as sole member of CC Retail South Texas GP, LLC, as the
general manager of Corpus Christi Retail Venture, LP, a Delaware limited partnership, on behalf
of said partnership.
Given under my hand and seal of office thisirlk day of See , A.D., 2026.
).- 441//a-e^
(seal) — .e.�a...—a "
v r JOHN D BELL
Nota Pu ic, State of Texas 1� acTE OF TEXAS
•:&0!v My Comm.Exp.06-17-2029
,..1 v v v v v v v v v
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EXHIBIT A
DESCRIPTION OF LAND
Legal Description of the Land
BEING A 59.384 ACRE TRACT OF LAND SITUATED IN THE ENRIQUEZ VILLAREAL SURVEY,
ABSTRACT NO. 1,CITY OF CORPUS CHRISTI,NUECES COUNTY,TEXAS AND BELNG ALL OF LOT 1-A
AND LOT 2-A,BLOCK 1 OF PADRE STAPLES MALL,AN ADDITION TO THE CITY OF CORPUS CHRISTI
DESCRIBED BY PLAT RECORDED IN VOLUME 52,PAGES 123-125,MAP RECORDS NUECES COUNTY,
TEXAS (MRNCT), ALL OF LOT B-3, MT. VERNON SUBDIVISION, UNIT NO. 1,AN ADDITION TO THE
CITY OF CORPUS CHRISTI DESCRIBED BY PLAT RECORDED TN VOLUME 51,PAGE 104,MRNCT AND
ALL OF LOT D, MT. VERNON SUBDIVISION, UNIT NO. 3, AN ADDITION TO THE CITY OF CORPUS
CHRISTI DESCRIBED BY PLAT RECORDED IN VOLUME 51,PAGES 92-93,MRNCT AND BEING ALL OF
THAT CALLED 59.402 ACRE TRACT OF LAND DESCRIBED IN DEED TO PSMALL, LP RECORDED IN
COUNTY CLERK'S FILE NUMBER 2003069160, DEED RECORDS OF NUECES COUNTY, TEXAS, SAID
59.384 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A 1-INCH IRON PIPE FOUND FOR THE MOST EASTERLY SOUTHEAST CORNER OF
SAID LOT 1-A SAME BEING THE EAST CORNER OF BLOCK J,OF MT. VERNON SHOPPING CENTER,
AN ADDITION TO THE CITY OF CORPUS CHRISTI DESCRIBED IN PLAT RECORDED IN VOLUME 24,
PAGE 6,MRNCT AND BEING IN THE WESTERLY RIGHT-OF-WAY LINE OF SOUTH STAPLES STREET,
(A CALLED 100-FOOT PUBLIC RIGHT-OF-WAY);
THENCE ALONG THE COMMON LINE OF SAID LOT 1-A AND SAID BLOCK J,THE FOLLOWING:
NORTH 60°57'30"WEST,A DISTANCE OF 241.99 FEET,(RECORD—NORTH 60°56'45"WEST,241.76 FEET)
TO A 5/8-INCH IRON ROD FOUND FOR CORNER;
SOUTH 29°03'15" WEST, A DISTANCE OF 183.10 FEET, (RECORD — 183.40 FEET), TO A POINT FOR
CORNER IN THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH PADRE ISLAND DRIVE, (A
VARIABLE WIDTH PUBLIC RIGHT-OF-WAY) AND FROM WHICH A TEXAS DEPARTMENT OF
TRANSPORTATION BRASS MONUMENT, (HEREINAFTER REFERRED TO AS A BRASS MONUMENT),
BEARS NORTH 29°03'15" EAST, 1.18 FEET AND A 5/8-INCH IRON ROD BEARS SOUTH 29°03'15" WEST,
0.56 FEET;
THENCE ALONG SAID NORTHEASTERLY RIGHT-OF-WAY LINE THE FOLLOWING:
NORTH 60°57'30" WEST, A DISTANCE OF 118.99 FEET, (RECORD - NORTH 60°56'45" WEST, 118.88
FEET),TO A BRASS MONUMENT FOUND FOR CORNER;
NORTH 65°14'33" WEST, A DISTANCE OF 200.56 FEET, (RECORD — NORTH 65°14'15" WEST, 200.50
FEET),TO A BRASS MONUMENT FOUND FOR CORNER;
NORTH 60°57'30"WEST,AT A DISTANCE OF 637.34 FEET PASSING A BRASS MONUMENT FOUND,AT A
DISTANCE OF 1137.55 FEET PASSING A BRASS MONUMENT FOUND FOR CORNER, AT A CALLED
DISTANCE OF 1278.14 FEET PASSING THE WEST CORNER OF SAID LOT 1-A AND THE SOUTH CORNER
OF THE AFOREMENTIONED LOT B-3,CONTINUING IN ALL FOR A TOTAL DISTANCE OF 1695.68 FEET
TO A CUT"X" SET FOR THE WEST CORNER OF SAID LOT B3 SAME BEING THE SOUTH CORNER OF
LOT B-4 OF MT.VERNON SUBDIVISION,UNIT NO.1,AN ADDITION TO THE CITY OF CORPUS CHRISTI
DESCRIBED BY PLAT RECORDED IN VOLUME 61,PAGE 60,MRNCT;
THENCE NORTH 29°02'30" EAST ALONG THE COMMON LINE OF SAID LOT 1-A AND LOT B-4, A
DISTANCE OF 420.81 FEET, (RECORD - 420.70 FEET), TO A 5/8-INCH IRON ROD FOUND FOR THE
NORTH CORNER OF SAID LOT B-3 AND THE EAST CORNER OF SAID LOT B-4 AND BEING IN THE
SOUTHWESTERLY LINE OF THE AFOREMENTIONED LOT 2-A;
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THENCE NORTH 61°01'24"WEST ALONG THE COMMON LINE OF SAID LOT B-4 AND SAID LOT 2-A,AT
A DISTANCE OF 145.16 FEET PASSING A 5/8-INCH IRON ROD FOUND FOR THE MOST WESTERLY
CORNER OF SAID LOT 2-A SAME BEING TILE SOUTH CORNER OF THE AFOREMENTIONED LOT D,AT
A DISTANCE OF 199.94 FEET PASSING A 5/8-INCH IRON ROD FOUND FOR THE NORTH CORNER OF
SAID LOT B-4,SAME BEING THE EAST CORNER OF LOT B-5 OF SAID MT.VERNON SUBDIVISION UNIT
NO.1 RECORDED IN VOLUME 61,PAGE 60,MRNCT,CONTINUING IN ALL FOR A TOTAL DISTANCE OF
286.54 FEET, (RECORD — NORTH 60°57'30" WEST, 286.76 FEET), TO 5/8-INCH IRON ROD WITH CAP
STAMPED "BURY + PARTNERS" SET FOR THE WEST CORNER OF SAID LOT D AND THE SOUTH
CORNER AT THE TERMINUS OF MT.VERNON DRIVE,(A CALLED 50-FOOT PUBLIC RIGHT-OF-WAY);
THENCE NORTH 29°00'38"EAST ALONG THE NORTHWEST LINE OF SAID LOT D AND THE TERMINUS
OF SAID MT. VERNON DRIVE, AT A DISTANCE OF 50.00 FEET PASSING THE EAST CORNER OF SAID
MT. VERNON DRIVE SAME BEING THE SOUTH CORNER OF LOT 14 OF MT. VERNON SUBDIVISION
UNIT NO. 3,AN ADDITION TO THE CITY OF CORPUS CHRISTI DESCRIBED BY PLAT RECORDED IN
VOLUME 19,PAGE 84,MRNCT, CONTINUING ALONG THE COMMON LINE OF SAID LOT D AND SAID
LOT 14 IN ALL FOR A TOTAL DISTANCE OF 166.18 FEET, (RECORD—NORTH 29°02'30"EAST,166.26
FEET),TO A 5/8-INCH IRON ROD FOUND FOR THE NORTH CORNER OF SAID LOT D,SAME BEING THE
EAST CORNER OF SAID LOT 14 AND BEING IN THE SOUTHWEST LINE OF A CALLED 7.245 ACRE
TRACT OF LAND DESIGNATED AS A PUBLIC PARK IN SAID MT.VERNON SUBDIVISION,UNIT NO.3;
THENCE SOUTH 61°01'07" EAST ALONG THE COMMON LINE OF SAID LOT D AND SAID 7.245 ACRE
TRACT OF LAND,A DISTANCE OF 141.64 FEET,(RECORD-SOUTH 60°59'30"EAST,141.62 FEET),TO A
5/8-INCH IRON ROD FOUND FOR THE EAST CORNER OF SAID LOT D AND BEING IN THE
NORTHWESTERLY LINE OF THE AFOREMENTIONED LOT 2-A,BLOCK 1 AND BEING THE POINT OF
CURVATURE OF A NON-TANGENT CURVE TO THE RIGHT HAVING A RADIUS POINT WHICH BEARS
SOUTH 59°48'23"EAST,A DISTANCE OF 3911.83 FEET;
THENCE ALONG THE COMMON LINE OF SAID LOT 2-A AND SAID 7.245 ACRE TRACT OF LAND,THE
FOLLOWING:
NORTHEASTERLY WITH SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 04°36'09",
(RECORD — 04°35'44"), FOR AN ARC DISTANCE OF 314.23 FEET, (RECORD- 313.76 FEET),A CHORD
BEARING AND DISTANCE OF NORTH 32°29'42"EAST,314.14 FEET,(RECORD-NORTH 32°33'38"EAST,
313.67 FEET),TO A 5/8-INCH IRON ROD FOUND FOR 1 HE POINT OF CURVATURE OF A CURVE TO THE
LEFT HAVING A RADIUS OF 2783.83 FEET;
NORTHEASTERLY WITH SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 05°50'38",
(RECORD - 05°51'00"), FOR AN ARC DISTANCE OF 283.93 FEET, (RECORD -284.23 FEET),A CHORD
BEARING AND DISTANCE OF NORTH 32°00'43"EAST,283.81 FEET,(RECORD-NORTH 31°56'00"EAST,
284.11 FEET),TO A 5/8-INCH IRON ROD FOUND FOR CORNER AND FROM WHICII A 3/4-INCH IRON
ROD FOUND BEARS NORTH 23°43'EAST,A DISTANCE OF 3.96 FEET;
NORTH 29°01'03" EAST, A DISTANCE OF 19.00 FEET TO A 5/8-INCH IRON ROD FOUND FOR THE
NORTH CORNER OF SAID LOT 2-A AND THE EAST CORNER OF SAID 7.245 ACRE TRACT OF LAND
AND BEING IN THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF McARDLE ROAD, (A VARIABLE
WIDTH PUBLIC RIGHT-OF-WAY) AND FROM WHICH A Sig-INCH IRON ROD WITH CAP STAMPED
"RPLS 3589"BEARS SOUTH 35°53'WEST,A DISTANCE OF 1.13 FEET;
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THENCE ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE THE FOLLOWING:
SOUTH 60°53'57" EAST,A DISTANCE OF 563.98 FEET,(RECORD-SOUTH 60°59'30"EAST,564.00 FEET),
TO A DRILL HOLE IN CONCRETE FOUND FOR CORNER AND PROM WHICH A SECOND DRILL HOLE
IN CONCRETE FOUND BEARS SOUTH 37°28'WEST,A DISTANCE OF 1.02 FEET;
NORTH 29°0I'03" EAST,A DISTANCE OF 6.00 FEET,(RECORD-NORTH 29°00'30"EAST,6.00 FEET),TO
A DRILL HOLE IN CONCRETE FOUND FOR CORNER;
SOUTH 60°58'57"EAST,A.DISTANCE OF 930.78 FEET,(RECORD-SOUTH 60°59'30"EAST,930.92 FEET),
TO A DRILL HOLE IN CONCRETE FOUND FOR CORNER;
SOUTH 60°13'25"EAST,A DISTANCE OF 366.72 FEET,(RECORD-SOUTH 60°13'58"EAST,365.77 FEET),
TO A DRILL HOLE IN CONCRETE FOUND FOR THE INTERSECTION OF SAID SOUTHWESTERLY
RIGHT-OF-WAY LINE WITH THE AFOREMENTIONED WESTERLY RIGHT-OF-WAY LINE OF SOUTH
STAPLES STREET AND BEING THE POINT OF CURVATURE OF A NON-TANGENT CURVE TO THE
RIGHT HAVING A RADIUS POINT WHICH BEARS SOUTH 76°03'52" WEST, A DISTANCE OF 1218.11
FEET;
THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINE THE FOLLOWING:
SOUTHEASTERLY WITH SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 15°48'59",
(RECORD - 15°50'S1"), FOR AN ARC DISTANCE OF 336.26 FEET,(RECORD -336.92 FEET),A CHORD
BEARING AND DISTANCE OF SOUTH 06°01'39" EAST,335.19 FEET,(RECORD-SOUTH 06°04'35"EAST,
335.85 FEET), TO A POINT FOR CORNER FROM WHICH A "V" CUT IN CONCRETE BEARS NORTH
06°54'EAST,A DISTANCE OF 1.56 FEET;
SOUTH 01°52'Sl"WEST,A DISTANCE OF 370.86 FEET,(RECORD-SOUTH 01°50'50"WEST,370.86 FEET),
TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 1665.41 FEET AND
FROM WHICH A"V"CUT IN CONCRETE BEARS NORTH 85°41'EAST,A DISTANCE OF 1.46 FEET;
SOUTHWESTERLY WITH SAID CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 14°45'03",
(RECORD- 14°45'21"), FOR AN ARC DISTANCE OF 428.76 FEET, (RECORD = 428.91 FEET),A CHORD
BEARING AND DISTANCE OF SOUTH 09°15'22"WEST,427.58 FEET(RECORD-SOUTH 09°13'30"WEST,
427.72 FEET),TO THE POINT OF BEGINNING;
CONTAINING A COMPUTED AREA OF 2,566,765 SQUARE FEET OR 59.384 ACRES OF LAND.
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EXHIBIT B
ORIGINAL CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT
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EXHIBIT B
PRELIMINARY FINANCING AGREEMENT
By and Between
CITY OF CORPUS CHRISTI,TEXAS
and
CORPUS CHRISTI RETAIL VENTURE LP
formed by
TRADEMARK PROPERTY COMPANY
and
INSTITUTIONAL MALL INVESTORS LLC
2008-188
M2008-081
03/25/08
C.C. Retail Venture, LP
PRELIMINARY FINANCING AGREEMENT
This Agreement ("Agreement") is made and entered into as of , 2008(the "Effective
Date"), by and among the City of Corpus Christi, Texas, a home-rule municipal corporation (the
"City") and Corpus Christi Retail Venture LP ("Developer"), formed by Trademark Property
Company("Trademark"), a Texas corporation, and Institutional Mall Investors LLC("IMI").
RECITALS
WHEREAS, the Developer desires to redevelop Padre Staples Mall as more particularly
described in the conceptual plan for the project attached hereto as Exhibit A (the "Project" as
more particularly defined below), in Corpus Christi, Texas; and
WHEREAS, the City has established a program in accordance with Article III,
Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code
("Chapter 380") under which the City has the authority to make loans or grants of public funds
for the purposes of promoting local economic development and stimulating business and
commercial activity within the City; and
WHEREAS, the City has concluded and hereby finds that this Agreement promotes
economic development in the City of Corpus Christi and, as such, meets the requirements under
Chapter 380 and the City's established economic development program, and, further, is in the
best interests of the City and Developer; and
WHEREAS, the City recognizes the positive economic impact that the Project will bring
to the City through development and diversification of the economy, reduction of unemployment
and underemployment through the production of new jobs, the attraction of new businesses, and
the additional ad valorem and sales and use tax revenue generated by the Project for the City;
and
WHEREAS, the Project redevelops existing infrastructure and will make a unique
contribution to the redevelopment efforts in the City, due to its magnitude, significance to the
community and aesthetic quality; and
WHEREAS, the Developer will directly fmance, design and construct the Project as
contemplated in this Agreement; and
WHEREAS, in consideration of the renovation and redevelopment of the existing
1,000,000 square foot Padre Staples Mall, which will assist in stabilizing the existing Sales Tax
Revenues and Property Tax Revenues (as defined herein) to the City and retain approximately
2,500 existing jobs located at the Project and in consideration of the potential addition of
120,000 square feet of new retail space and an estimated 135 room hotel, which create new Sales
Tax Revenues and Property Tax Revenues to the City and significant job creation opportunities
located at the Project, the City agrees to use such funds in order to provide the Reimbursement
Amount (as defined herein) to the Developer directly in the amount described in Article IV of
this Agreement; and
Final Agreement 042508
WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter
380 and other law, City and the Developer agree to work together to cause the public purposes of
developing and diversifying the economy of the state, reducing unemployment or
underemployment in the state, and developing or expanding transportation or commerce in the
state; and
WHEREAS, to ensure that the benefits the City provides under this Agreement are
utilized in a manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter
380 and other law, the Developer has agreed to comply with certain conditions for receiving
those benefits, including performance measures relating to job creation, Project operations, and
the hiring of local and disadvantaged businesses for the construction of the Project; and
WHEREAS, the City and the Developer desire to enter into this Agreement for their
mutual benefit;
NOW,THEREFORE:
AGREEMENT
For and in consideration of the foregoing recitals and of the mutual promises, obligations,
covenants and benefits herein contained, City and the Developer contract and agree as follows:
ARTICLE I
GENERAL TERMS
Section 1.01 Incorporation of Recitals. The recitals to this Agreement are hereby
incorporated for all purposes.
Section 1.02 Definitions and Terms. The terms "Agreement," "Chapter 380," "City,"
"Developer," "Effective Date," and "Project" shall have the above meanings, and the following
terms have the following meanings:
"Base Property Tax" shall mean Three Hundred Sixty-One Thousand Nine Hundred
Thirty-Nine and 27/100 Dollars ($361,939.27), the amount of ad valorem taxes levied and
collected by the City on the Property based on its use and valuation as of January 1, 2007,
subject to the City's confirmation.
"Base Sales Tax" shall mean Two Million Two Hundred Fifty Thousand and No/100
Dollars ($2,250,000.00), subject to the City's confirmation.
"City Commitment" is defined in Article IV.
"Commencement Date" shall mean the same day of the 24th month after Developer closes
the purchase of Padre Staples Mall.
Final Agreement 042508 2
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"Completion", as it relates to Phase I, shall mean the date the Developer has completed
renovations and improvements to Padre Staples Mall with a minimum investment of private
capital of not less than $165,000,000 within twenty-four (24) months of the date that Developer
closes on the purchase of Padre Staples Mall, generally as described in Exhibit B. The above
described minimum investment of private capital shall be deemed Phase I. Completion, as it
relates to Phase II, shall mean the date the Developer has completed renovations and
improvements generally as described in Exhibits B and C with a minimum investment of private
capital of not less than $235,000,000, inclusive of the private capital invested in Phase I, within
seventy-two (72) months of the date that Developer closes on the purchase of Padre Staples Mall.
"Completion Thresholds" shall mean the following two thresholds at which the
Developer has achieved Completion of all or a portion of the Project. The corresponding eligible
Reimbursement Amount for each Phase is as follows:
Phase I—A maximum City Commitment of Fifteen Million Dollars ($15,000,000)
present value at a six percent (6%) discount rate for the redevelopment and renovation as
described in Exhibit B;
Phase II—A maximum City Commitment of Twenty-Three Million Dollars
($23,000,000), inclusive of the Phase I City Commitment, present value at a six percent
(6%) discount rate for the redevelopment and renovation generally as described in
Exhibit B and C.
"Fiscal Year" shall mean the twelve consecutive month period designated by the City as
its fiscal year. As of the date of this Agreement, the City's fiscal year commences on August 1
and ends on the next succeeding July 31.
"Gross Floor Area" shall mean the sum, in square feet, of the gross horizontal areas of a
building measured from the exterior faces of the exterior walls or from the centerline of walls
separating two buildings, but not including:
(1)Attic space providing headroom of less than seven feet;
(2) Basement space not used for retailing;
(3)Uncovered steps or fire escapes;
(4)Accessory water towers or cooling towers;
(5) Accessory off-street parking spaces; and
(6) Accessory off-street loading berths.
"Improvements" shall mean and include the renovation and redevelopment of the Padre
Staples Mall and the retail lifestyle center addition, all as described in the Exhibits to this
Agreement.
Final Agreement 042508 3
"Letter of Acceptance" shall mean a certificate of the City certifying the completion of all
or a portion of the Improvements constructed by or under the supervision of the Developer in
accordance with the applicable plans and regulations.
"Maximum City Commitment" shall mean the largest commitment due by the City to the
Developer as determined in Article IV.
"Padre Staples Mall" shall mean the existing 1,000,000 square foot indoor shopping mall
located between McArdle, South Staples, and South Padre Island Drive in Corpus Christi, Texas.
"Parties" or "Party" shall mean the City and the Developer, the parties to this
Agreement.
"Project" shall mean the improvements as described herein and as constructed by the
Developer upon Completion.
"Property" shall mean the real property on which the Project will be built, as described in
Exhibit E attached hereto.
"Property Tax Revenues" shall mean 70% of the City ad valorem taxes generated from
the Project and collected by the City in each Fiscal Year, above the Base Property Tax, during
the term of this Agreement.
"Reimbursement Amount" shall mean an amount based on the Property Tax Revenues
and Sales Tax Revenues, but limited to the corresponding dollar amount listed for each
Completion Threshold. The Reimbursement Amount shall not include any: i) municipal ad
valorem taxes generated by personal property included in the Project; ii) sales and use taxes
received by the City for crime control and prevention or pursuant to Sections 4A or 4B of the
Development Corporation Act; iii) hotel or motel taxes generated from the Project; and iv)
utilities revenues and other fees collected by the City from the Project.
"Reimbursement Fund" shall mean the special fund created by the City as described in
section 4.01 (A)of this Agreement.
"Relocations"shall mean:
(A) Each and every retailer that has relocated from an existing location within the
City to the Project, if i) it operated a Retail store in the corporate limits of the City within three
years immediately preceding opening of its new Retail store in the Project; and ii) it closes that
store within three years immediately following opening of its new Retail store in the Project. In
the event that the new store in the Project is larger than its closed store, the percentage of Gross
Floor Area(as such term is defined herein)which represents the increase shall not be considered
part of the Relocation but shall be treated as new store sales. In the event that the retailer's new
store in the Project is smaller than its closed store, no adjustment shall be made.
(B) In the event a retailer opens an additional store, but the original store closes
within the three-year period, the retailer will not be considered a Relocation if the City Council
of the City determines in its reasonable discretion that either: (i) the store closure was due to
Final Agreement 042508 4
economic circumstances not related to the opening of the Project; (ii) the retailer opens a
comparable store at another location elsewhere in the City; or (iii) the space vacated by the
retailer is re-leased to a comparable retailer. The Developer will cooperate with the City so that
no relocation retailer establishes a Retail outlet in the Project unless the retailer cooperates upon
the request of its former landlord to release its former space. Notwithstanding the foregoing, a
"small business retailer" may relocate to the Project and not be considered as a Relocation. A
"small business retailer" is defined as a single retailer having 10 or fewer employees and not
occupying a multi-tenant facility within the corporate limits of the City.
(C) The calculation of Relocations shall commence upon the Project Completion at
the applicable Completion Threshold. The City and the Developer agree to seek an agreement
with the Texas Comptroller of Public Accounts concerning the categorization of Sales Tax
Revenues for compliance with these provisions. Alternatively, the Developer will seek to obtain
actual sales information from all stores which are Relocations, and the sales and use taxes from
the actual sales shall be subtracted from the total Sales Tax Revenues. The Developer agrees to
exercise reasonable efforts to obtain actual sales and use tax information from each store which
is a Relocation, and to provide such information to the City promptly upon the Developer's
receipt thereof. In the event that the parties are unable to obtain actual sales information for the
Relocation stores, the amount of sales shall be determined on a proportionate basis utilizing the
Gross Floor Area of the store (excluding any increase in size from the closed location) compared
to the Gross Floor Area of Retail space in the entire Project as completed on the date of such
calculation.
"Retail" shall mean the use of a facility for the sale of goods to consumers, a facility for
the provision of services to consumers, a facility for the sale and service of food or beverages to
consumers, or a facility providing entertainment to consumers.
"Sales Tax Revenues" shall mean 70% of the City one cent sales and use taxes generated
from the Project and remitted to the City by the Comptroller of the State of Texas, above the
Base Sales Tax, in each Fiscal Year during the term of this Agreement, and exclusive of any
sales and use taxes generated from Relocations. The Sales Tax Revenues generated by
Relocations in the Project shall first be subtracted from the total City sales and use taxes so that
the amount of Sales Tax Revenues to be applied toward the Reimbursement Amount will be
applied only to the net new amount of Sales Tax Revenues generated by the Project.
"State Comptroller" shall mean the Comptroller of Public Accounts for the State of
Texas, or such other agency responsible for collecting sales and use taxes within the State of
Texas and remitting them to the City.
Section 1.03 Singular and Plural. Words used herein in the singular, where the context
so permits, also include the plural and vice versa. The definitions of words in the singular herein
also apply to such words when used in the plural where the context so permits and vice versa.
Final Agreement 042508 5
ARTICLE II
REPRESENTATIONS
Section 2.01 Representations of the City. The City hereby represents to the Developer
that as of the date hereof:
(A) The City is a duly created and existing municipal corporation and home rule
municipality of the State of Texas under the laws of the State of Texas and is duly qualified and
authorized to carry on the governmental functions and operations as contemplated by this
Agreement.
(B) The City has the power, authority and legal right under the laws of the State of
Texas and the City Charter to enter into and perform this Agreement and the execution, delivery
and performance hereof (i) will not, to the best of its knowledge, violate any applicable
judgment, order, law or regulation, and (ii) do not constitute a default under, or result in the
creation of, any lien, charge, encumbrance or security interest upon any assets of the City under
any agreement or instrument to which the City is a party or by which the City or its assets may
be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered by the City
and, constitutes a legal, valid and binding obligation of the City, enforceable in accordance with
its terms except to the extent that (i) the enforceability of such instruments may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application
in effect from time to time relating to or affecting the enforcement of creditors' rights and
(ii) certain equitable remedies including specific performance may be unavailable.
(D) The execution, delivery and performance of this Agreement by the City do not
require the consent or approval of any person which has not been obtained.
Section 2.02 Representations of the Developer. The Developer hereby represents to the
City that as of the date hereof:
(A) The Developer is duly authorized and existing and in good standing under the
laws of the State of Texas, and is qualified to do business in the State of Texas.
(B) The Developer has the power, authority and legal right to enter into and perform
its obligations set forth in this Agreement, and the execution, delivery and performance hereof,
(i) have been duly authorized, and will not, to the best of its knowledge, violate any judgment,
order, law or regulation applicable to the Developer, and (ii) do not constitute a default under or
result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the
Developer under any agreement or instrument to which the Developer is a party or by which the
Developer or its assets may be bound or affected.
(C) The Developer will have sufficient available funds to perform its obligations
under this Agreement at the time it needs to have the funds.
Final Agreement 042508 6
(D) This Agreement has been duly authorized, executed and delivered and constitutes
a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms
except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws of general application in effect
from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain
equitable remedies including specific performance may be unavailable.
ARTICLE III
DEVELOPER COMMITMENTS
Section 3.01 Project.
(A) Subject to acquiring the Property, obtaining financing for the construction of the
Project, and the compliance of the City with the terms of this Agreement, the Developer agrees
to develop and construct the Project as described herein to accomplish Completion of the Project
within twenty-four (24) months from the date of Developer closing on the purchase of Padre
Staples Mall, for Phase I; or within seventy-two (72) months from the date of Developer closing
on the purchase of Padre Staples Mall, for Phase II. The Developer shall pay, or cause third
parties to pay, all engineering, planning, accounting, architectural, legal fees and expenses,
survey, testing, laboratory costs, license fees, land clearing and grading costs, advertising and
other bidding costs, amounts due under construction contracts, costs of labor and material,
insurance premiums, interest, carry cost, financing fees and other costs and expenses incurred in
connection with the construction of such improvements, which costs as set forth in Exhibit D
attached hereto arc estimated to approximate $36,904,126. The Developer shall provide
reasonable evidence of expenditures of private capital by the Developer or by third parties for the
improvements to the Project in the amounts required for each Completion Threshold. The City
shall not be responsible for any of such costs out of its current revenues or other sources, except
in accordance with payment to the Developer for the costs of the Improvements in the
Reimbursement Amount as provided in this Agreement. The improvements proposed and
completed for Phase I shall provide the facility as Leadership in Energy and Environmental
Design (LEED) Green Building Rating SystemTM certified as authorized by the U. S. Green
Building Council. The improvements for Phase II, excluding the hotel, shall be Leadership in
Energy and Environmental Design (LEED) Green Building Rating SystemTM certified as
authorized by the U. S. Green Building Council. Furthermore, Developer shall request the
developer/operator of the hotel to cause the hotel to be Leadership in Energy and Environmental
Design (LEED) Green Building Rating SystemTM certified as authorized by the U. S. Green
Building Council.
(B) The Developer may deem the Project complete at either of the Completion
Thresholds and accept the Reimbursement Amount specified for such level of Completion
Threshold, subject to the terms and conditions of this Agreement. The Developer agrees to assist
the City, if so requested by the City, in the preparation of any documentation necessary for the
preparation and approval of any of the documents or actions required by the City to perform any
of the obligations under this Agreement. The Developer further shall prepare or cause to be
prepared any preliminary architectural or engineering plans and financial data and projections
reasonably necessary to perform the obligations of the City under this Agreement. The
Final Agreement 042508 7
Developer agrees to proceed in good faith towards the purchase of the Property and development
of the Project. Upon Completion of the Project and during the term of this Agreement, the
Developer shall maintain the property, improvements and premises in a commercially reasonable
manner, comparable to the maintenance of similar retail establishments; and shall timely pay all
taxes assessed against the property.
Section 3.02 Job Creation. The Developer's receipt of the Reimbursement Amount is
subject to the following commitment (the "Jobs Requirement"): the Developer agrees to
construct the Project and demonstrate, as to Phase I by no later than twelve(12) months after the
Completion of Phase I, and, as to Phase II by no later than twelve (12) months after the
Completion of Phase II, that at least the following retained and new jobs will be created by Retail
establishments located or to be located within the Project during Phase I, which jobs will be
made available principally to local residents residing within the City: Phase I — 2,500 retained
jobs (number to be verified by the Developer) and 300 newly created jobs; Phase II — 2,800
retained jobs and 300 newly created jobs. The demonstration of satisfaction of the Jobs
Requirement shall be examined at the end of the thirty-sixth(36th) month as to Phase I and at the
end of the eighty-fourth (80) month as to Phase II. The Developer shall obtain certification
from its tenants or occupants as to the number of new jobs created in compliance with this
provision. As used herein, the term"jobs" shall mean full-time equivalent positions providing a
regular work schedule of at least 35 hours per week. Upon the request of the City, the Developer
shall submit on or before the pertinent dates documentation as reasonably necessary to evidence
satisfaction that the Developer has met the Jobs Requirement.
Section 3.03 Operational Requirements.
(A) The Developer's receipt of the Reimbursement Amount is subject to the following
commitment (the "Operational Requirement"): the Developer agrees to maintain the Project as a
Retail and/or mixed use development for the duration of the period during which the
Reimbursement Amount is paid; any default in such obligation shall result in the forfeiture of the
right to receive reimbursement for any of the Reimbursement Amount.
(B) In the event Relocations exceed 10%of the total Gross Floor Area of Retail space
in the Project, such event shall be a default hereunder and the Developer shall forfeit the right to
receive the Reimbursement Amount.
(C) Additionally, Developer's failure to complete Phase I within twenty-four (24)
months from the date Developer closes on the purchase of Padre Staples Mall (a minimum
private investment of$165,000,000 for the acquisition and renovation of the existing 1,000,000
square foot mall) shall be a default hereunder and the Developer shall forfeit the right to receive
reimbursement. Additionally, Developer's failure to complete Phase II within seventy-two (72)
months from the date Developer closes on the purchase of Padre Staples Mall (a minimum
private investment of $70,000,000 for the construction of additional retail square footage
generally as described in Exhibit C and the construction of a hotel with approximately 135
rooms) shall result in Developer's forfeiture of the right to receive reimbursement for Phase II
and Developer's failure to complete a hotel of approximately 135 rooms within seventy-two (72)
months from the date Developer closes on the purchase of Padre Staples Mall shall result in
Developer's forfeiture of the right to receive reimbursement for the hotel.
Final Agreement 042508 8
•
Section 3.04 Utilization of Local Contractors and Suppliers. The Developer's receipt of
the Reimbursement Amount is subject to the following commitment (the "Local Requirement"):
in consideration of the Reimbursement Amount for the Improvements, the Developer agrees to
exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the
Project with a goal of at least 30% of the total dollar amount of all construction contracts and
supply agreements being paid to local contractors and suppliers. A contractor or supplier shall
be considered as local if it has maintained an office or the owner has maintained his or her
primary residence within the Corpus Christi MSA for at least two years. This goal shall apply to
the total amount of all construction contracts and supply agreements made by the Developer in
connection with the construction of the Project. The Parties acknowledge that some construction
and supply agreements will be controlled by particular tenants of the Developer and not under
the control of the Developer. The Developer agrees to encourage such third parties to adopt a
comparable goal of 30% of their construction costs, but the City acknowledges that Developer
has no legal authority in connection with such third-party contracting. The Developer agrees,
during the construction of the Project and for four years after Completion, to maintain written
records documenting the efforts of the Developer to comply with the Local Requirement.
Section 3.05 Utilization of Disadvantaged Business Enterprises; Small Business
Initiatives.
(A) The Developer's receipt of the Reimbursement Amount is subject to the following
commitment (the "DBE Requirement"): in consideration of the Reimbursement Amount for the
Improvements, the Developer agrees to exercise reasonable efforts in utilizing contractors and
suppliers in the construction of the Project that are determined to be disadvantaged business
enterprises, including minority business enterprises, women-owned business enterprises and
historically-underutilized business enterprises. In order to qualify as a business enterprise under
this provision, the firm must be certified by the City, the Regional Transportation Authority or
another governmental entity in the jurisdiction of the home office of the business as complying
with state or federal standards for qualification as such an enterprise. The Developer agrees to a
goal of 25% of the total dollar amount of all construction contracts and supply agreements being
paid to disadvantaged business enterprises, with a priority made for disadvantaged business
enterprises which are local. The following table shall establish the portion of a contract with a
disadvantaged business enterprise which shall count towards the goal:
Disadvantaged Business Enterprises in Corpus Christi MSA 100%
Disadvantaged Business Enterprises elsewhere in Texas 80%
Disadvantaged Business Enterprises outside Texas 60%
A contractor or supplier shall be considered located in the Corpus Christi MSA if it has
maintained an office or the owner has maintained his or her primary residence within the Corpus
Christi MSA for at least two years. This goal shall apply to the total amount of all construction
contracts and supply agreements made by the Developer in connection with the construction of
the Project. The parties acknowledge that some construction and supply agreements will be
controlled by particular tenants of the Developer and not under the control of the Developer.
The Developer agrees to encourage such third parties to adopt a comparable goal of 25%of their
construction costs, but the City acknowledges that Developer has no legal authority in
connection with such third-party contracting.
Final Agreement 042508 9
II
•
(B) The Developer agrees to enter into a Fair Share Agreement with the City
pertaining to the achievement of the DBE Requirement. The City and the Developer shall jointly
recruit and select a person or firm to provide independent verification and monitoring of
Developer's activities in connection with the above goals. Such person or firm shall be
responsible for reviewing the contract information for the contracts made by Developer,
verifying the eligibility of the firms identified as meeting the requirements stated above, and
providing quarterly reports to the City concerning the Developer's achievement of the goals in
connection with construction of the Project. The person or firm may rely upon the determination
made by the City or another governmental entity as to the qualification of a contractor or supplier
as a disadvantaged business enterprise. The costs of such verification and monitoring during the
construction period shall be subject to the approval of and paid by Developer. Such costs shall
not be subject to reimbursement as administrative expense from the Reimbursement Amount.
(C) The Developer agrees to use reasonable efforts to provide support for small
business initiatives of the City as provided by City policies.
(D) The Developer agrees, during the construction of the Project and for four years
after Completion, to maintain written records documenting the efforts of the Developer to
comply with the DBE Requirement.
Section 3.06 Reimbursement Reduction.
(A) If the Developer does not satisfy the Jobs Requirement,the Local Requirement,or
the DBE Requirement, the City may reduce the Reimbursement Amount. The percentage of any
Reimbursement Amount reduction shall not exceed the percentage by which the Developer does
not satisfy the Jobs Requirement, the Local Requirement, or the DBE Requirement, with equal
weight given to each requirement and to the degree of non-compliance with each requirement.
The City agrees not to reduce the Reimbursement Amount, as long as the Developer has
exercised reasonable efforts to comply with the Jobs Requirement, the Local Requirement and
the DBE Requirement. The Developer shall be deemed to have exercised reasonable efforts to
comply with the Local Requirement and the DBE Requirement as long as the Developer keeps
and provides to the City records required to be maintained under Sections 3.02, 3.04 and 3.05
documenting its reasonable compliance attempts, even if the Developer does not actually meet
the compliance goals.
Section 3.07 Employment of undocumented workers. The Developer does not and
agrees that it will not knowingly employ an undocumented worker.
Section 3.08 Monitoring by the City. Monitoring to determine the Developer's
compliance with the terms of this Agreement for compliance purposes will be done by the City
no less than twice per year during the period of construction, and on an annual basis after
Completion. During the monitoring process, the City will make maximum use of any State and
Federal submissions for the determination of contract compliance. Monitoring may be
accomplished by City personnel or other persons designated by the City and shall include review
of compliance with the Fair Share Agreement specified in Section 3.05 above, compliance with
the Jobs Requirement, the Operational Requirement, the Local Requirement, the DBE
Final Agreement 042508 10
Requirement, and requirements concerning Relocations. The Developer agrees to reasonably
cooperate with the City in such monitoring process.
ARTICLE IV
PROJECT FINANCING AND FUNDING
Section 4.01 Project Financing.
(A) The City hereby covenants and agrees upon the Effective Date of this Agreement
to create a special fund (the "Reimbursement Fund") for the benefit of the Developer for the
purpose of paying the Reimbursement Amount. The City shall fund the Reimbursement Fund
through the term of this Agreement from the following sources and in the following manner: i)
with respect to the portion of the Reimbursement Amount calculated based on the Property Tax
Revenues, the City shall annually fund the Reimbursement Fund from the Property Tax
Revenues; and ii) with respect to the portion of the Reimbursement Amount calculated based on
the Sales Tax Revenues, the City shall annually fund the Reimbursement Fund in an amount
equal to the Sales Tax Revenues from the Sales Tax Revenues. The Reimbursement Fund shall
always remain unencumbered by the City and segregated from all other funds of the City. Such
funds are held in trust by the City for the Developer to be used in accordance with the terms
hereof as long as Developer is in compliance with this Agreement. The City agrees that it
will, upon Completion of the Project, with respect to the portion of the Reimbursement Amount
derived from Sales Tax Revenues, make annual cash payments, and, with respect to the portion
of the Reimbursement Amount calculated on the basis of the Property Tax Revenues, make
annual cash payments by June 1 of each applicable year, from the Reimbursement Fund to the
Developer if cash is available for such purpose under this Agreement until the Reimbursement
Amount is paid in full as provided herein.
(B) The City agrees that it will make cash payments to the Developer for the
Reimbursement Amount, but such cash payments shall be limited in amount to the City
Commitment.
Section 4.02 City Commitment.
(A) Pursuant to its authority under Chapter 380, the City hereby agrees to pay the
Reimbursement Amount to the Developer. It is intended by the parties that the Reimbursement
Amount will be paid by the City solely out of the Reimbursement Fund and used to make
payments to the Developer as provided in this Agreement (the "City Commitment"). The
maximum amount of the City Commitment is set forth in Section 4.02(B). The City
Commitment will commence upon Completion and will continue through and until the
Reimbursement Amount has been paid. The City agrees that it will pay the Reimbursement
Amount during the term of this Agreement, as an unconditional obligation of the City(but solely
from the Reimbursement Fund), if the Project is Completed and generates the Reimbursement
Amount. Such payments are not subject to any reduction, whether offset or otherwise, except
pursuant to Sections 3.03 and 3.06 hereof.
(B) The Parties agree that the maximum City Commitment per Phase shall be as
stated in the definition of Completion Thresholds which would be a discounted present value at
Final Agreement 042508 1 1
six percent (6%) for each Phase of the Project, and such obligation on behalf of the City will be
limited solely to the funds deposited into the Reimbursement Fund pursuant to this Agreement.
Upon such time as the City has contributed the maximum City Commitment in full, the City
shall have no further obligation under this Agreement. The Parties agree that so long as the
Developer has achieved the minimum Phase I private investment described in the definition of
Completion above, the Developer shall be entitled to payment of the City Commitment. The
Parties agree that so long as the Developer has achieved the minimum Phase II private
investment described in the definition of Completion above, the Developer shall be entitled to a
maximum Phase II City Commitment.
(C) The City shall determine the amount of the Sales Tax Revenues received each
month by the City from the State Comptroller in cooperation with the Developer and the State
Comptroller. The City and Developer agree to cooperate in any way necessary to receive
information from the Comptroller necessary to determine the Sales Tax Revenue, including the
filing or submittal of any forms or letters necessary to determine the incidence of local sales and
use taxes. The City hereby agrees to deposit the Sales Tax Revenues portion of the City
Commitment into the Reimbursement Fund, and hereby pledges such fund to the payment of the
City Commitment as provided herein. The City Commitment shall be remitted to the Developer
annually on or before the first day of June. The City designates this Agreement as a Revenue
Sharing Agreement, thereby entitling the City to request sales tax information from the
Comptroller, pursuant to section 321.3022, Texas Tax Code, as amended. Unless determined
otherwise by the Texas Attorney General in writing, any information received relating to the City
Sales Tax Revenue shall be considered confidential proprietary financial information not subject
to immediate release to the public. The City shall seek a written opinion from the Texas
Attorney General, raising any applicable exception to release, prior to any release to a third-party
under the Texas Public Information Act.
(D) The City shall determine the amount of the Property Tax Revenues received
annually by the City in cooperation with the Developer. The City hereby agrees to deposit from
available funds in the City's General Fund an amount equal to the Property Tax Revenues into
the Reimbursement Fund in accordance with Section 4.01 (A) of this Agreement, and hereby
pledges such fund to the payment of the City Commitment as provided herein. The City
Commitment shall be remitted to the Developer on or before June 1 of each year.
The City shall maintain complete books and records showing deposits to and
disbursements from the Reimbursement Fund, which books and records shall be deemed
complete if kept in accordance with generally accepted accounting principles as applied to Texas
municipalities. Such books and records shall be available for examination by the duly authorized
officers or agents of the Developer during normal business hours upon request made not less
than five business days prior to the date of such examination. The City shall maintain such
books and records throughout the term of this Agreement and store the same for four years
thereafter.
Section 4.03 Reimbursement From Other Sources. In the event that the City arranges
for, and the Developer receives, reimbursement of any of the Developer's off-site infrastructure
costs listed on Exhibit D from other sources, such as TxDOT or applicable trust funds
established for such purposes, any such reimbursements shall be credited against the City
Final Agreement 042508 12
•
Reimbursement, and the sharing ratio for Property Tax Revenues and Sales Tax Revenues shall
be proportionately reduced so that for the duration of this Agreement the same coverage ratios
apply to the reduced amount as applied to the original amount of the City Reimbursement.
ARTICLE V
ADDITIONAL DUTIES AND RESPONSIBILITIES
Section 5.01 Amendment of Agreement. Upon the request of the Developer, the City
will not unreasonably decline to amend this Agreement to provide for any reasonable changes
necessary to carry forth the intent of this Agreement.
ARTICLE VI
TERM OF THE AGREEMENT AND OTHER OBLIGATIONS
Section 6.01 Term and Termination. This Agreement shall have a term (the "Term")
beginning on the Commencement Date and continuing for a period until the earlier to occur of.
(a) the date as of which the twenty-fifth (25th) annual payment has been received by Developer,
(b)the date as of which the discounted (6.0%)present value of the cumulative incentive received
by Developer equals the maximum City Commitment, or (c) the Agreement is otherwise
terminated as provided herein.
ARTICLE VII
DEFAULT
Section 7.01 Default.
(A) If the City does not perform its obligations hereunder in substantial compliance
with this Agreement and, if such default remains uncured for a period of 60 days after notice
thereof shall have been given, in addition to the other rights under the law or given the Developer
under this Agreement, the Developer may enforce specific performance of this Agreement, seek
a writ of mandamus to perform obligations under this Agreement.
(B) If the Developer does not perform its obligations hereunder in substantial
compliance with this Agreement, and, if such default remains uncured for a period of 60 days
after notice thereof shall have been given, in addition to the other rights under the law or given to
the City under this Agreement,the City may terminate this Agreement and any of the obligations
associated herein and the City may seek actual damages incurred by the City for any such
default.
(C) Notwithstanding anything in this Agreement which is or may appear to be to the
contrary, if the performance of any covenant or obligation to be performed hereunder by either
Party is delayed as a result of circumstances which are beyond the reasonable control of such
Party (which circumstances may include, without limitation, pending or threatened litigation,
acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse
weather conditions (such as, by way of illustration and not limitation, severe rain storms or
Final Agreement 042508 13
below freezing temperatures, hurricane or tornados) labor action, strikes or similar acts)the time
for such performance shall be extended by the amount of time of such delay. The Party claiming
delay of performance as a result of any of the foregoing "force majeure" events shall deliver
written notice of the commencement of any such delay resulting from such force majeure event
not later than seven days after the claiming Party becomes aware of the same, and if the claiming
Party fails to so notify the other Party of the occurrence of a force majeure event causing such
delay, the claiming Party shall not be entitled to avail itself of the provisions for the extension of
performance contained in this Section.
(D) Should Developer fail to redevelop and renovate the existing 1,000,000 square
foot mall with a private investment of at least$165,000,000 within twenty-four (24)months from
Developer closing the purchase of Padre Staples Mall, this Agreement shall terminate without
obligation of City to provide reimbursement to Developer.
(E) Should Developer fail to close on the purchase of Padre Staples Mall within
ninety (90) days from the Effective Date, this Agreement shall terminate without obligation of
city to provide reimbursement to Developer.
ARTICLE VIII
GENERAL
Section 8.01 Severability. If any provision of this Agreement is held to be invalid or
unenforceable by any court of competent jurisdiction for any reason, such provision shall be
fully severable, and the remainder of this Agreement shall remain in full force and effect. This
Agreement shall be construed and enforced as if such invalid or unenforceable provision had
never comprised a part of this Agreement.
Section 8.02 Indemnification. The Developer agrees to indemnify, defend and hold the
City and its respective council members, board members, officers, employees and agents,
harmless from any actions, suits, liens, claims, damages, expenses, losses and liabilities
(including reasonable attorneys' fees and expenses) arising from or in connection with its
proceedings pursuant to this Agreement, which indemnity shall survive any termination of this
Agreement; provided, however, Developer shall not indemnify, defend or hold harmless if the
foregoing was the result of the gross negligence or willful misconduct of the City, or its
respective council members,board members, officers, employees or agents.
Section 8.03 Notice. Any notice or other communication required or permitted to be
given pursuant to this Agreement shall be given to the other Party at the following address:
If to the Developer: Corpus Christi Retail Venture, LP
Trademark Property Company
301 Commerce Street
Fort Worth,Texas 76102
ATTN: Terry Montesi
Final Agreement 042508 14
w/a copy to: Todd Hunter
Hunter&Handel, P.C.
555 N. Carancahua, Suite 1600
Corpus Christi, Texas 78478-0801
If to the City: City of Corpus Christi
1201 Leopard Street(78401)
P. O. Box 9277
Corpus Christi,Texas 78469
ATTN: City Manager
w/a copy to: City of Corpus Christi
1201 Leopard Street(78401)
P. O. Box 9277
Corpus Christi,Texas 78469
ATTN: City Attorney
Any such notice or communication shall be deemed given on the date so delivered or so
deposited in the mail, unless otherwise provided herein. Either Party may change the above
address by sending written notice of such change to the other Party in the manner provided
above. With the consent of the receiving Party, notice may be given by facsimile transmission or
electronic mail.
Section 8.04 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if such amendment or waiver is in writing and is signed by the City and the
Developer.
Section 8.05 Successors and Assigns. No party shall have the right to assign its rights
under this Agreement or any interest herein, without the prior written consent of the other Party,
which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the
foregoing, the Developer may assign its rights and responsibilities hereunder to any entity which
is related or affiliated with or a subsidiary of the Developer, Trademark or IMI and to which its
rights to proceed with development of the Project are transferred. Such written consent shall not
be unreasonably withheld and if such consent is not received by the Party seeking consent within
thirty (30) days of their request for consent, the assignment will be deemed approved.
Notwithstanding the foregoing, the City hereby consents to Developer's assignment to a lending
institution of all of the Developer's rights hereunder as security for repayment of one or more
loans to finance the construction or ownership of the Project or construction of the
Improvements. The Developer shall give written notice of its assignment of its rights hereunder
to the other Parties within five business days of the occurrence of such assignment. The
foregoing notwithstanding, any assignment of the Developer's rights under this Agreement shall
not release the Developer from its obligations under Section 4.01(C) hereof.
Section 8.06 Exhibits; Titles of Articles. Sections and Subsections. The exhibits
attached to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any conflict between any of
Final Agreement 042508 15
•
the provisions of such exhibits and the provisions of this Agreement, the provisions of this
Agreement shall prevail. All titles or headings are only for the convenience of the Parties and
shall not be construed to have any effect or meaning as to the agreement between the Parties
hereto. Any reference herein to a Section or Subsection shall be considered a reference to such
Section or Subsection of this Agreement unless otherwise stated. Any reference herein to an
exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise
stated.
Section 8.07 Construction. This Agreement is a contract made under and shall be
construed in accordance with and governed by the laws of the United States of America and the
State of Texas, excluding conflicts of laws, as such laws are now in effect. Venue for any action
arising under this Agreement shall lie in the state district courts of Nueces County, Texas.
Section 8.08 The Developer agrees to comply with all applicable federal, state and local
laws, statutes, ordinances, rules and regulations related to the construction of the Project.
Section 8.09 Entire Agreement. This written Agreement represents the final agreement
between the Parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the Parties. There are no unwritten oral agreements between the
Parties.
Section 8.10 Approval by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by either Party, the Parties agree that such approval or
consent shall not be unreasonably withheld or delayed.
Section 8.11 Additional Actions. The Parties agree to take such actions, including the
execution and delivery of such documents, instruments, petitions and certifications as may be
necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this
Agreement and to aid and assist each other in carrying out said terms, provisions and intent.
[EXECUTION PAGES FOLLOW]
Final Agreement 042508 16
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be duly
executed as of the`day of , 2008.
CORPUS CHRISTI RETAIL VENTURE CITY OF CORPUS CIIRISTI, TEXAS
LP A home-rule municipal corporation
By: TRADEMARK PADRE,L.P.,
a Texas limited partnership
its General Partner
By: TP Genpar,LLC, By:
a Texas limited liability company eorge Noe, City Manager
its General Partner
By.•
Nam let'Uttlern—
Title: O
ATTEST:
MO. At 0 0"O 0 I.AUTHOKIA► av_t9.6 (r-
COUNCIlleadat-- Armando Chapa, ,,ity Secretary
SECRETARY t.
Approved ee to 10 _mime
R. ay n
First t City
For City Attorney
. .
EXHIBIT A
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Exhibit A
Exhibit B
Padre Staples Phase 1
Infrastructure and Amenities Improvements
Current Renovations
In addition to the completion of the approximate$11M current ongoing renovation, which
includes new imported ceramic tile, new acoustical tile and painted hard gypboard ceiling, an
arched gypboard ceiling in the Center Court, a new ground floor state-of-the-art seven unit food
court, a new safe family bathroom and a new curved entry element with floor to ceiling insulated
storefront accented with custom stone borders. Trademark will transform the mall into a relaxed,
casual experience with a resort feel by adding the following:
A. Entry Court
The new Entry Court with its outdoor lifestyle component is an important element to the projects
transformation. A portion of the existing roof will be removed and the entry will be widened.
Plans will incorporate shaded outdoor walkways,public seating and an interactive fountain.
Additionally, this area will be enhanced with a variety of planters with tropical vegetation. Other
Entry Court improvements could include a lighted tenant directory, overhead twinkle lights and
individual tenant blade signs. The Entry Court will lead into Center Court and be separated by a
floor to ceiling glass curtain wall. This large glass wall will not only enhance the outdoor feel of
Center Court, it will showcase the visual appeal from SPID, especially at night.The pedestrian
transition from the entry court to the Center Court will be facilitated with automatic sliding glass
doors on both sides of the curtain wall, which could be left open as the weather permits to further
enhance the indoor-outdoor feel. A new landscaped circular drive and drop-off area will be
constructed to make access safer and more convenient and creating a sense of arrival. A valet
drop-off may be added for use during peak customer times. The budget will include entry design,
consultation and other related soft costs.
B. Public Art
Public art(commissioned and acquired)—primarily sculptures, murals and other unique artistic
features and architectural elements will be positioned throughout the project. The budget will
also include procurement consultation and installation services.
C. Center Court/Transition Court/West Court
Center Court will not only be illuminated with the addition of the glass curtain wall, windows or
clerestory glass will be added above the tenant's storefronts, increasing natural light. Soft seating
areas will be added. A water element will be added to create a sense of place. This water feature
could be converted for seasonal displays such as Santa and the Easter Bunny or a weekend jazz
concert. A coffee bar/cafe may be recruited, incorporating seating to provide a place to gather.
New planting areas and pots may contain palm trees or other tropical vegetation to enhance the
resort feel. New trash receptacles and benches will be added. New retail merchandising units will
be purchased and be consistent throughout the project. At the transition Court, two new 48"
escalators will be installed replacing the existing 24", facilitating easier access to the second
Exhibit B-1
I
level. New lighting will be added enhancing the ambiance. The existing skylights will be
replaced. In the West Court,the oval opening will be completed and enhanced with upgraded
finishes and the skylights will be replaced. New glass handrails encompassing the oval will be
installed similar to those found in other Class A venues. Escalators and elevators will be located
by the food court allowing an open area for commerce or gathering in the West Court. Soft
seating areas will be added. The budget includes design, consultation and related soft costs.
D. Environmental Graphics
Padre Staples will feature an environmental graphics program that will brand the project more
broadly and visually enhance the shopping and pedestrian experience. Investments in
environmental graphics can make a large impact. Environmental graphics will include: a
sophisticated logo that can be repeated on signs and architectural features throughout the project
and include main center signage;projection blade signage,tenant directories; way-finding
signage directing shoppers within the project and seasonal banners. The budget will include
design and other soft costs.
E. Food Court/Palm Court/Second Level/Children's Play Area
New 24" escalators would be installed at the main entrance to the food court allowing easy
access to the second level. An elevator would be installed across from the food court and lead
directly to the pedestrian bridge leading to the garage. A new freestanding food court unit may
be installed inside the new entry element and will be ideal for a sushi restaurant or a smoothie
bar, again keeping with the resort feel. An opening will be made in the food court ceiling
creating openness and connectivity to the second level. The opening will be accented by glass
hand rails. Skylights will be installed to increase natural light above the Food Court and second
level. An indigenous element will be added in the center of the Food Court and may include an
aquarium. All new chairs and tables will be provided. A unique addition will be the Palm Court,
an outdoor area shaded by palm trees with generous outdoor seating. A beach themed children's
play area will be constructed upstairs and will be surrounded by retail space to support children
oriented retailers. New retail space will be built overlooking the food court. A community room
will be added for use for civic events and meetings of community organizations and non-profits.
New family friendly, ADA compliant restrooms will be installed. The management office will be
relocated to this area. An information booth will be added in the common area to resemble a
"concierge" similar to those found at an upscale resort hotel. All design and other related soft
costs will be in the budget.
F. Special Paving
Paving upgrades will be made throughout the project,including brick, cobblestones, concrete
pavers or raised textured crosswalks. All design, fabrication and other related soft costs would
also be included in the budget.
G. Architectural Lighting
Pedestrian level lighting upgrades will include up-lighting, landscape lighting, twinkle lights and
wall sconces in key areas. All lighting design consultation and other related soft cost would also
be included.
Exhibit B-2
I
H. Custom Architectural Fixtures/Furnishings
Design details not easily categorized in other areas arc very important to create the proper
ambiance and pedestrian experience. Examples of architectural features/fixtures include:
architectural building and garden ornaments, landscape/garden amenities,public seating,bike
racks, drinking fountains/bubblers, clocks, flagpoles, trash receptacles, mobile retail and food
carts,movable kiosks, ornamental grilles and screens, security call boxes, ornate grates,valet
stations, decorative manhole covers, building plaques, etc. All design, fabrication and related soft
costs would also be included in the budget.
I. Landscaping
Upgraded landscaping would include special vegetation of all types(e.g.. Specimen trees,
shrubs, varietals, flowers, ground cover), upgraded seasonal planting programs, upgraded
irrigation, stones, paving and other bedding embellishments, soils, mulch, drainage and retaining
walls/features and curbing. All design, consultation and other related soft costs would also be
included in the budget.
J. Traffic Improvements
Traffic improvements will occur in several areas. First, a raised median will be installed on
Staples, from SPID to McArdle. This will protect left hand turns and reduce conflict points.
Additionally, a mid-block traffic signal will be installed aligned with a new main drive in the
approximate area north of JC Penney's. Access points will be consolidated. Access off of SPID
frontage road will be improved by consolidating access points and the inclusion of acceleration
and deceleration lanes. A new main drive will be constructed from SPID to the Entry Court. This
drive will be lined with landscaping and will be the visual center of the project and the main
focal point. The seven access points along McArdle will be consolidated, again reducing access
points. Pedestrian access may be improved from the bus stop across the street, encouraging mass
transit.
K. Parking Lot/Exterior Improvements
Enhanced site lighting will increase the visual appeal of the center and provide increased
security. Landscaped areas will soften the feel of the parking lot and create pervious areas,
reducing water run-off. Exterior facing, tenant-ready restaurants will be constructed on the north
side of the project, creating energy and activity. Exterior painting,trim replacement/modification
and power washing will be done as needed to freshen up dirty and dated areas. The majority of
the existing mechanical systems will be replaced with energy efficient systems and include
geothermal or other"Green" systems. The majority of the existing parking lot will be removed
and replaced with a new surface and re-striped. Sections of the roof will be replaced as needed
over the next two years. ADA (American Disability Act) upgrades will be made and will include
automatic entrances and ADA compliant restrooms. New energy efficient vestibules will be
installed at permanent entry ways. All design, consultation and other related costs would also be
included in the budget.
L. Macy's
Exhibit B-3
Macy's Ground floor will be expanded into the common area and existing lease space to add
approximately 17,000 square feet. Macy's will also commit to a major interior renovations.
❖ Total Projected investment to complete Phase I will exceed $165M and Trademark will commit
to investing at least $15M on items A-K within 24 months of closing.
Exhibit B-4
Exhibit C
Padre Staples Phase 2
Capital Improvements
Additions and Reprogramming of Additional Space
Trademark believes that over 6 years it can continue to build on the momentum that completion
of Phase 1 will afford. Below are items that Trademark will commit to pursue:
M. Vacant Adjacent Restaurant Acquisition
Potentially purchase and redevelop and potentially expand an adjacent restaurant which will
include with new site lighting, landscaping and parking.
N. Two Level Bookstore Addition
Potentially build an additional approximate 25,000 to 35,000 square foot bookstore that will
front the main street and may connect to the food court and 2nd level of the mall. Demolition of
existing mall space, service court and relocating utilities will be required.
O. Additional Space Recapture
Endeavor to recapture and demolish existing space into new tenant ready space with a service
corridor. Approximately half of the new space will front the new main street and approximately
half will face the interior of the mall. Interior and exterior spaces will share the common service
corridor leading to an exterior service court. Converting the additional space to more traditional
retail space could improve sales materially.
P. New Addition
Potentially construct additional space and recapture existing exterior vacant space to connect the
face of the existing mall and front new Main Street. This would require the demolition of
approximately 9,000 square feet of existing under-utilized space and the addition of
approximately 20,000 square feet of new space. We also anticipate an approximate 130 to 145
room hotel. Additional new retail and restaurants of 65,000 square feet are contemplated and
would most likely require new structured parking. Approximately 10,000 to 15,000 square feet
of office above retail is also contemplated.
Exhibit C
Exhibit D
IMPROVEMENTS
Phase 1 Phase I&II
On-site Infrastructure
Parking $2,967,040 $12,789,820
Utilities/Sitework/Site Lighting 1,384,700 2,473,700
Interior/Exterior Public Improvements 11,935,081 12,903,081
Total Onsite Infrastructure $16,286,821 $28,166,601
Off-site Infrastructure
Traffic Signal/Median/Auxiliary Lanes $915,000 $915,000
Total Onsite Infrastructure $915,000 $915,000
Project Amenities
Hardscapes/Streetscapes $368,689 $2,095,319
Fountains/Site Amenities 3,473,297 5,145,173
Public Art 122,000 582,033
Total Project Amenities $3,963,986 $7,822,525
$21,165,807 $36,904,126
Exhibit D
Exhibit E
PROPERTY DESCRIPTION
Exhibit E
r•.xh;111! -:1
Ipt,u+l ,,t the Iuod
Ft FL f)'VU I'l. f'(?kl 5') 403 Arica more us loss t 2.5S-G 33 a(puarrt its a I i,eant,Ali of (I 1% I\r 1 t 1 L i '\t) 1 1►(
A(2A).BLOCK (1ft' (t). P AMR I •51 API RN 1) .1•i, a Sut,dts i.tio, of Olt ( itl n1( (.,I;an I hfllo.hair„t uutart toss,a map of ,sbiclr 15 recorded in%olum, �2,paw:, 123 125, mop accords at'.uc(e. t awns fetus• and Ali o:
t U7 b 3,NIT Vh.R s N st'BU11'IgIOn t'St i NO I,it Subdisnuns III Ill+ l lr arf t wput I breed. Nouns l ouut•
I c1n', a map of „bleb I. rt:rt,rdc•(t►n 1 t,tuntr c I Pagt• 1(I4,Map Records of:Sumo(mints I ryas' And opt nt t(I 1 4 FRS!Vs SI 11111ti•IS1UN 1'5 19 3.a:Sutsdis iston of the('i1► of t ill pm,Christi Sueee ( aunty iesas. o
map of%bleb is recorded in Volume 51.Pug, 92 and 93,Map Record,of Rome%Goon,t '}uses said 59.1112
t,act bring tools fully dent tti ed b} meta and bounds as fulluNx:
i3t 'lf'.Sffti• at a .INala inch Iron rod found on the south...est right of was of Mr Ardis-Ruud.u publo toad%„ 141
the cast corner of a ''245 acre tract.designated as a Public Purl, on the map of Mt. 1 et nun Suhdis i,lun( nit 3 ,.
mop of which is recorded lit V'otuent to Pipe 84,Map Records of Surer.('Durres I rigs sum, being the wit tb
corner of tot 2.4,nod of this tract:
17ti,.N(kc,South 60 del;. 59 min.30 sec East,along tilt southwest right-of,nut of Said Wardle Knott t+di,tanrs m'
564.00 feet to a drill hole found fur the rasa corner of said Lot 2A,and a corner of this truer
TIIF.NCF,North I9 deg.00 min,30 sec Past,a distance of 6.00 fret to a drill huh found In the oarth corner of l tit
IA,and for n currier of this tract:
rill.'Ne F.,South(ill deg. 59 min. 30 re(: Mast.ruateauiug Moog the uruthncsr right of-wan of said %icArdli Roast
distance of 930.92 feet to the north corner of a riftht-uf-wa) conveyed to the(ttf,of( orpus!'hosts fur street
purposes as shown on deed recorded in Volume 1773,Page 548.fleet'Records or!Sweet,('minis, Ietas and a
corner of this tract:
1'Fik N('l:,South 611 deg. 13 men 58 art. Last,slung the southwest bout(dan of said right-of-story conic-red to Olt
eft) of Corpus('hrestt.it distance of 365.77 feet to a drill bolt found on the neat houndat) of%auth SLtptri,tercet It
100 foot wide public readopt.fur tht beginning of a non-tangent cut re to the right %host radius point hears tome:,
''5 deg. 59 min 59 sec West. a distance of 1218.11 feel and haling a central minis of IC Calf 541 vain 51 src.. a tattoo..
of 1218.11 fret a integer!' length of 169.43 fret,and an arc length of 336.92 feet;
I tit 1St'I. with said not. tangent curs v to the right,along the Nest right of was of.aid.s•,orb staple•street is. aa+
length of 33b.92 fees to it drill hole(uuud for a touter of this tract:
I tii i'.e1„South Al dry. so min. So sec. West,continuing along the strst huundat y of said South 5i:inks ltti t .
dlstaner at 370,86 feet Is,u drill hole found for the point of curt azure of a cirt•ulut crust to the right a hone radio,
point hears north 86 'leg.09 min. 10 sty West,a distance of 166S.41 feet,and hosing a coastal abglt ,.f is
min 21 sec..as radius of 1665.41 feet,is longest length of 215.65 feet and an air ten{i}, of 42K 91 fcrt:
TH}.S('F..along sand torsi'to the right,continuing along west right of said *ninth Staples Street.,n kri
length at 428.91 feet to a I inch iron pips:found for the east cornet of}lock .1. Vlt"tenon shuppiug I enter a;lily
of which is rccordcd in Volume 24,Page Is.Map Records of Nueres(omit).')exits.and for u cornet of this strict.
F tie 1 . Not th nil deg. 56 min. 45 sec. Kest.along the northeast buuitdar) of said tilurk J a Mustafa ui 241.'c
feet Ina 548th fork iron rod found for the north corner of said Mod,J same bring an interior cum; of toil it.,t
South 20 dcg./13 min 15 see.%cal.a distance of 183.4h fret to a 5/14th rorit trod reit round on the
northeast tight-of-nay of South Padre Island Drive.also Mnuwn es Stale lllghvtio 1 , 358 fin the Rest ensttrl •.I
said Block J,some being the Insect south rot ner of said Lot IA anti of this tract:
IIi'Nt'l-.siting the northeast right of•etas flue of said'iota') Patti island 1st,s:. ;,.ti trauma
�tn tb b0 dig. 56 min. 45 src M ysi. 118.88 feet'u.a cunertir monumt tit
'forth 6.der 14 men. 15 set West. UM Mi(set to a toartete utonutnvot.
Not oil dig ndtt. VS see West,at I2''h '4 Seer pass tbt rust torne, ,it ,p t ,., , > :,,t.l Sit•; soot*wu,
15 3.in ill;a tool duel u„ 11696.13(yet to a Vieth Inch nun roil hiatus lot I't, .,salt,r,•rnl' .i 1•
ail t ,.rteir Suhj•s hoot% ' .i' Su I. a 'n.tp tit „lan'ti IS I.corded In 1•Nlim' ells I,.:I, I i t \.J. '4 ''urd of \;a(I t-,
rite t•. f r.:•• writ brats?. -hi' an‘, . area (.1 sa=its 1 is It 1 non of(Ate
1
111t.Nt't:.Not its 19 deg t)2 min 30 are Fs:at r< eisssxncr a►430.7tt ivO f,. �. kIb1I Ma,it and wood tl..
s(1u1hneai liar 01 raid i of 2A. to► the raid tysrpr; of said of 11 I the north rornrt ofSAid i ut H 4 nail tat liars tot
c.oroes of this tract;
1 Hl:•NCt..North 60 deg 5/coin 30 sic West.at 145.14 feet pass a Sloth Inch iron sod found foe thr wvtt, :Cps net psi
wad Lot It,and the west cornet of Un? 24.,in all a total distance of 286.7tt feet to s. Stlltb inch iron sod found at sit.
%cr~corner of said t of i)and of this ttaet;
'1'Ht::NI'E,North 29 deg 02 min 30 ace East. n distance of 166.26 foci to a 5/11th 1n:h iron rod mend tut Ito u.,,if.
cornet of said 1.ot D.and for cornet of this tract;
rFIE.NC'E,South 60 deg 59 min 30 Sec East,a distance of 141.62 foot to a 5/8th inch trots rod found of the east
corner of said Lot D,same being the south cornet of the aforementioned 7.245 sere tract.and tbc beginn)np of i<
circular Curve to the rigbt whose radius point bears South 59 dog.44 min. 14 sec. Fast,a distance of 391183 teal
and which b.a a central angle of 04 deg 35 min 44 sec..a radius of 3911.83 fret a tangent length of 156 96 fret
sod an arc length of 313.'76 feet;
THENCE,along said curve to the right,along the common bounder)of said Lot 2A,and said 7.245 acre tract on
arc length of 313.76 feet to a 5/8th Inch iron rod found for the point of curvature of a reverse curve to the left
whoa*radios point bear North 55 deg.OB min.30 sec.West,a distance of 2783.13 feet and having s central ani;ic r,i
05 deg.51 min.00 sec.,a tangent distance of 142.24 het and an are length of 284 23 feet:
THENCE,along said curve to the left.continuing along the common boundary of said Lot 2A.and sold 7 24c aaerr
tract.an err length of 284.23 feet to a 518th inch Iron rod found fir the point of tangenc%,
1 HENCE,North 29 deg 00 see.30 min East,a distance of 19.00 feet to the POINT Of 1314.IN"lNt.sod
containing 59.402 Acres(2,587)543 squirt.(set)of land.more nr less
BEING the same land shown on the ALTA/AC M/1 Land Title Survey list revised December 24.2003,prepared by Urban
Engineering under Job No.17576.A3.