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HomeMy WebLinkAbout027931 RES - 11/11/2008A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH LON C. HILL, L.P. PROVIDING FOR TEMPORARY PROPERTY TAX ABATEMENT WHEREAS, the Texas Property Redevelopment and Tax Abatement Act (the "Act"), Texas Tax Code, Chapter 312, as amended, authorizes the City of City of Corpus Christi, Texas (the "City") to enter into tax abatement agreements for projects meeting the guidelines and criteria for granting tax abatement duly adopted by the City; and WHEREAS, an application for temporary tax abatement has been filed with the City by Lon C. Hill, L.P. for the construction of improvements to facilities in the City; and WHEREAS, the property to be covered by the proposed tax abatement agreement is located in the city limits of the City of Corpus Christi within an area designated as a reinvestment zone eligible for property tax abatement under the provisions of the Act; and WHEREAS, the project is not located on property that is owned or leased by a person who is a member of the city council; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council finds and determines that the terms of the proposed agreement with Lon C. Hill, L.P., providing for temporary property tax abatement and the property subject to the proposed agreement meet the applicable guidelines and criteria, as amended, adopted by the City. The City Council further determines that the proposed project is feasible and the proposed temporary abatement of taxes will inure to the long term benefit of the City. SECTION 2. The Tax Abatement Agreement with Lon C. Hill, L.P., attached in substantial form as Exhibit A, is approved, and the City Manger is authorized to execute the agreement. Adopted ata regular meeting of the City Council on the 11th day of November, 2008. ATTEST: Armando Chapa City Secretary CITY OF CORPUS CHRISTI b. %/i .i my Gar-tt Mayor 027931 Tax Abatement Agreement Resolution -- Lon C Hill 10132008.doc APPROVED AS TO FORM: November 3, 2008 R. J First Assistant Cit ttorney For the City Atto ey Tax Abatement Agreement Resolution -- Lon C Hill 10132008.doc 2 2 Corpus Christi, Texas of November, 2008 The above resolution was passed by the following vote: Henry Garrett Melody Cooper Larry Elizondo, Sr. Mike Hummel) Bill Kelly Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon 027931 Tax Abatement Agreement Resolution -- Lon C Hill 10132008.doc 3 3 TAX ABATEMENT AGREEMENT THE STATE OF TEXAS } } COUNTY OF NUECES } This Tax Abatement Agreement ("Agreement") is made and entered into by and between the City of Corpus Christi, Texas ("City") and Lon C. Hill, L.P., a Texas limited partnership ("Owner"), the owner of taxable property in the City of Corpus Christi, Texas, located at 3501 Callicoate Road, Corpus Christi, Nueces County, Texas ("Property"). I. AUTHORIZATION This Agreement is authorized by the Texas Property Redevelopment and Tax Abatement Act, Texas Tax Code, Chapter 312, as amended ("Act"), and is subject to the laws of the State of Texas and the charter, ordinances, and orders of the City. II. DEFINITIONS A. As used in this Agreement, the following terms have the following meanings: 1. "Abatement" means the temporary or partial exemption from ad valorem taxes of certain added value to real and personal property in a zone designated for economic development purposes under the Act 2. "Added Value" means the increase In the assessed value of the Eligible Property as a result of "expansion" or "modernization" of an existing facility or construction of a "new facility." It does not mean or include "deferred maintenance." 3. "Base Year Value" means the assessed value of the Improvements on the Property as certified by the Nueces County Appraisal District as of the January 1 preceding the execution of this Agreement, plus the agreed upon value of Improvements made after January 1, but before the execution of this Agreement. 4. "Basic Manufacturing or Service Facility" means buildings and structures, including fixed machinery and equipment not elsewhere described, used or to be used for the production of products or services, which derive a majority of revenue from points beyond a 50 -mile radius of Nueces County. 5. "Construction Phase" means the period during which a material and substantial improvement of the Property occurs which represents a separate and distinct construction operation undertaken for the purpose of erecting the Improvements. (a) The Construction Phase ends upon the earliest to occur of the following events: Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc (1) When a certificate of occupancy is issued for the project (if within City limits). (2) When commercial production of a product or provision of a service is achieved at the facility. (3) When the architect or engineer supervising construction issues a certificate of substantial completion, or some similar instrument. (4) Two (2) years after the date of this Agreement. (b) The determination of the end of the Construction Phase is made by the City, in its sole and absolute discretion, based upon the above criteria and the other factors as the City may deem relevant. (c) The determination of the end of the Construction Phase by the City is conclusive, and any judicial review of the determination is governed by the substantial evidence rule. 6. "Deferred Maintenance" means improvements necessary for continued operations which do not improve productivity or alter the process technology. 7. "Economic Life" means the number of years a property improvement is expected to be in service in a Facility. 8. "Eligible Property" means the buildings, structures, site improvements, and that office space and certain personal property necessary to the operation and administration of the Facility to be constructed under this Agreement. A list of the Eligible Property is set forth in the Project Description, which is attached to this Agreement as Exhibit A and made a part of this Agreement. During the Construction Phase of the Eligible Property, the Owner may make the change orders to the Eligible Property as are reasonably necessary to accomplish its intended use, provided that no the change order may be made which will change the qualification of the project as a "Facility" under the Guidelines and Criteria for Granting Tax Abatement approved by the City. 9. "Facility" means a Basic Manufacturing or Service Facility, as set forth in the Guidelines and Criteria for Granting Tax Abatement adopted by the City. 10. "Improvements" means the buildings, portions of buildings, and other improvements, including fixed machinery and equipment, used for commercial or industrial purposes on the Property. 11. "Ineligible Property" means land; inventories; supplies; tools; furnishings and other forms of movable personal property; vehicles; vessels; aircraft; housing; hotel accommodations; deferred maintenance investments; property to be rented or leased, except as provided in Section 2(c) of the Guidelines and Criteria for Granting Tax Abatement; improvements for the transmission of electrical energy Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 2 not wholly consumed by a New Facility or expansion; any improvements, including those to produce, store or distribute natural gas, fluids or gases, which are not integral to the operation of the Facility; improvements to real property which have an economic life of less than 15 years; property owned or used by the State of Texas or its political subdivisions or by any organization owned, operated, or directed by a political subdivision of the State of Texas; unless any of the above types of property are specifically authorized by the City. 12. "Modernization" means the replacement and upgrading of existing facilities which increase the productive input or output, updates the technology or substantially lowers the unit cost of the operation, and extends the economic life of the facilities. Modernization may result from the construction, alteration or installation of buildings, structures, fixed machinery or equipment. It shall not be for the purpose of reconditioning, refurbishing, repairing or completion of deferred maintenance. 13. "New Facility" means a property previously undeveloped which is placed into service by means other than or in conjunction with an expansion or modernization. B. The Guidelines and Criteria for Granting Tax Abatement adopted by the City are incorporated as a part of this Agreement. Except as the guidelines and criteria are specifically modified by this Agreement, all definitions in the guidelines and criteria are applicable to this Agreement. 111. PROPERTY A. The Property is an area within the City of Corpus Christi, Texas, located in whole or in part within the jurisdiction of the City, and is more fully described in Exhibit B attached to this Agreement and made a part of this Agreement. The Property is located within a zone for tax abatement established under Chapter 312 of the Texas Tax Code, as amended, by the City of Corpus Christi, Texas. C. The Nueces County Appraisal District has established the following values for the Property as of the January 1 valuation date prior to the date of execution of this Agreement. Account No. N305856 Land $0.00 Improvements $110.00 Account No. N305857 Land $0.00 Improvements $430.00 Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 3 Account No. N305858 Land $0.00 Improvements $1,370.00 Account No. N305859 Land $0.00 Improvements $152,070.00 Account No. R230260 Land $1,852.00 Improvements $0.00 Account No. R242340 Land $1,272.00 Improvements $0.00 Account No. R242342 Land $3,340.00 Improvements $0.00 Account No. R244159 Land $214,593.00 Improvements $0.00 Account No. R367384 Land $293,587.00 Improvements $0.00 C. The City and the Owner agree that the value of any additions to the Improvements made after January 1 or not otherwise reflected on the above valuation of Improvements is: Additional Improvements: $0.00 Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 4 D. Addition of the above amount to the valuation of the Improvements as of the January 1 valuation date prior to the date of execution of this Agreement results in a Base Year Value as follows: Base Year Value: $153,980.00 IV. TERM OF ABATEMENT AND AGREEMENT A. The City agrees to abate the ad valorem taxes on the Eligible Property under this Article and Articles V and VI of this Agreement. The Abatement is effective with the January 1 valuation date immediately following the date of execution of this Agreement. The Abatement continues for up to two (2) years during the period of the Construction Phase and for the next three (3) full tax years after the Construction Phase, expiring as of December3l of the third tax year. If the period of the Construction Phase exceeds two (2) years, the Facility is considered completed for purposes of Abatement, and in no case may the period of Abatement, inclusive of construction and completion exceed five (5) tax years. The years of Abatement provided in this Agreement in each instance coincide with the tax year commencing on January 1 and expiring on December 31, and in no event may the Abatement extend beyond December 31 of the fifth tax year. This Abatement also covers as Eligible Property those supplemental improvements to the Eligible Property that are added or constructed during the post -construction three (3) year period of Abatement. In no event, however, may the total Abatement period for the Eligible Property exceed the maximum five (5) year Abatement period for the entire project as specified in this Agreement. B. The term of this Agreement continues for a period of five (5) years following expiration of the abatement period. All terms and conditions imposed upon the Owner continue in effect during the period, and the Owner is obligated specifically to continue the minimum employment levels specified in this Agreement. Any default is be subject to the provisions of Article VIII of this Agreement. C. Notwithstanding subsections (a) and (b) of this section, this Abatement Agreement is automatically extended to the extent necessary to recapture any abated taxes and secure payment by the Owner under the provisions of Section VIII. V. TAXABILITY During the period that the Abatement is effective, taxes is payable as follows: 1. The value of the land comprising the Property is fully taxable. 2. The Base Year Value of existing Improvements comprising the Property is fully taxable. 3. The value of Ineligible Property is fully taxable. 4. The Added Value of Eligible Property is abated under Article VI of this Agreement. Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 5 VI. AMOUNT OF ABATEMENT A. The Abatement provided by this Agreement is based upon a Basic Manufacturing or Service Facility, which provides not less than 20 new new permanent full-time jobs and maintains the same level of employment for the term of the abatement agreement, the percentage of tax abated is under the following schedule: Percentage of Abatement Construction Period (not to exceed 2 years) 100% Year I 50% Year 2 50% Year 3 50% Year 4 50% Year 5 50% B. In order to be counted as a permanent job under this Agreement, the job must be a full-time position providing regular work schedules at least 35 hours per week. For compliance purposes, the determination date is January 1 of each year commencing with the January 1 following the date of completion of construction. The percentage of abatement provided each year under this Agreement is based upon the employment information as of January 1 of the year. As a result, the actual amount of abatement may vary from year to year based upon employment levels and property valuations. C. Living Wage Requirement. In order to count as a permanent full-time job under this tax abatement program, the job should provide a "living wage" for the employee. The target living wage under this abatement program must be that annual amount equal or greater than poverty level for a family of three, established by the 2004 U.S. Department of Health and Human Services Poverty Guidelines, divided by 1820 hours per year. D. At the time of execution of this Agreement, the Owner reasonably estimates and represents to the City that the Added Value comprising permanent Improvements upon completion of the Construction Phase is: $110,000,000.00 ("Estimated Added Value"), of which $110,000,000.00 is eligible for tax abatement. E. In determining the Added Value for abatement under this Agreement, all types of exempt property qualifying as pollution control facilities, shall be excluded. The only Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 6 property that may be included for the purposes of determining Added Value is property that will be normally taxable by the City during the term of this Agreement. F. In the event that upon completion of the Construction Phase, the Added Value of permanent Improvements, as determined by the Appraisal District, is at any time during the period of Abatement be Tess than eight -five percent (85%) of the Estimated Added Value, not due to circumstances beyond the control of Owner, the Owner agrees to pay, as additional taxes under this Agreement, an amount equal to the then current tax rate of the City applied to the difference between the Added Value from eighty-five percent (85%) of the Estimated Added Value, multiplied by 100%, minus the net percentage of Abatement provided under this Agreement. For the purposes of this provision, the term "circumstances beyond the control of Owner" includes casualty losses, national economic factors, shutdowns due to governmental regulations, strikes, acts of war; and the like. G. The formula for calculating the additional tax is outlined as follows: (Tax Rate] x [(85% of Est. Added Value - Actual AV) x (100% - Abatement%)] = Additional Tax. VII. CONTEMPLATED IMPROVEMENTS A. The contemplated improvements are set forth in the Project Description attached as Exhibit "A." During the Construction Phase, the Owner may make the change orders to the project that are reasonably necessary, provided that no the change order may be made that will change the qualification of the project as a "Facility" under the Guidelines and Criteria for Granting Tax Abatement approved by the City. All improvements must be completed under all applicable laws, ordinances, rules or regulations. During the term of this Agreement, use of the Property is limited to operation of the Facility described in the Project Description consistent with the general purpose of encouraging development or redevelopment of the zone during the period of this Agreement. B. Owner represents and warrants that this project will add at least twenty (20) additional permanent full-time operating or contract employee following the completion of construction, and will maintain the same level of employment for the term of the abatement agreement. C. Owner represents and warrants the project is not expected to solely or primarily have the effect of transferring employment from one part of Nueces County to another. D. Owner agrees to utilize the best available, commercially feasible technology, as determined and approved by permitting actions of the Texas Commission on Environmental Quality, for any new equipment or systems installed as part of the construction of the facility that would have an impact on air quality in Nueces County, Texas. Owner further agrees to design and construct the facility so that it will comply with all existing provisions of any and all existing water quality permits. Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 7 VIII. EVENTS OF DEFAULT AND RECAPTURE A. Failure to Commence Operation During Term of Agreement. In the event that the Facility is not completed and does not begin operation with the minimum number of 50 permanent jobs by the January 1 following the completion of construction, no abatement is given for that tax year, and the full amount of taxes assessed against the property is due and payable for that tax year. In the event that the Owner fails to begin operation with the minimum number of 50 permanent jobs by the next January 1, then this Abatement Agreement terminates and all abated taxes during the period of construction are recaptured and must be paid within 60 days of the termination. B. Discontinuance of Operations During Term of Abatement. In the event the Facility is completed and begins operation with the required minimum number of permanent jobs, but subsequently discontinues operations or the minimum number of permanent jobs is not maintained on any January 1 during the term of the Agreement after the completion of construction, for any reason except on a temporary basis due to fire, explosion, or other casualty, accident, or natural disaster, the Agreement may be terminated by the City, and all taxes previously abated by virtue of this Agreement are recaptured and must paid within 60 days of the termination. C. Abatement Contingent Upon Total Capital Improvements. The tax abatement under this Agreement is contingent upon the Owner investing a minimum of $110,000,000 on Project, as described in Exhibit B. The Owner's failure to make the minimum investment is a default, the abated taxes must be recaptured, and the Owner shall pay any abated property taxes within 60 days of termination. D. Abatement Contingent Upon Additional New Jobs. The tax abatement under this Agreement is contingent upon the addition of at least 20 additional permanent full time jobs at the Facility, and a companion facility owned by Nueces Bay WLE, LP, that has a separate agreement with the City. The Owner's and Nueces Bay WLE, LP, failure to create the required number of additional permanent jobs at the completion of construction is a default, the abated taxes must be recaptured, and the Owner shall pay any abated property taxes within 60 days of termination. C. Delinquent Taxes. In the event that the Owner allows its ad valorem taxes to become delinquent or fails to timely and properly follow the legal procedures for their protest or contest, this Agreement terminates and the abatement of the taxes for the calendar year of the delinquency also terminates. The total taxes assessed without abatement for that calendar year must be paid within sixty (60) days from the date of termination. Penalty and interest do not begin to accrue on the additional amount of taxes due as the result of recapture under this provision until the first day of the month following the sixty (60) day notice, at which time penalty and interest accrues under the laws of the State of Texas. Penalty and interest on the amount of taxes originally levied based upon the Abatement begin to accrue as of the date the taxes were due under the laws of the State of Texas. Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 8 D. Notice of Default. Should the City determine that the Owner is in default under the terms and conditions of this Agreement, City must notify the Owner that if the default is not cured within sixty (60) days from the date of the notice ("Cure Period"), then this Agreement may be terminated. In the event the Owner fails to cure the default during the Cure Period, this Agreement may be terminated and the taxes abated by virtue of the Agreement will be recaptured and must be paid as provided in this Agreement. E. Actual Added Value. Should the Nueces County Appraisal District determine that the total level of Added Value during any year of the term of this Agreement after completion of the Construction Phase is lower than the Estimated Added Value the that a lower percentage of Abatement is applicable, for each year during which an Abatement has been granted, the difference between the tax abated and the tax that should have been abated based upon the actual Added Value is determined by the City and must paid within 60 days of notification to the Owner of the determination. Penalty and interest does not begin to accrue upon the sum until the first day of the month following the sixty (60) day notice, at which time penalty and interest accrues under the laws of the State of Texas. F. Reduction in Rollback Tax Rate. 1. If during any year of the period of Abatement any portion of the abated value is added to the current total value of the City, but is not treated as "new property value" (as defined in Section 26.012 (17) of the Texas Tax Code) for the purpose of establishing the "effective maintenance rate" in calculating the "rollback tax rate" under Section 26.04 (c) (2) of the Texas Tax Code and if the City's budget calculations indicate that a tax rate in excess of the "rollback tax rate" is required to fund the operations of the City for the succeeding year, then the City recaptures from the Owner a tax in an amount equal to the lesser of the following: (a) The amount of the taxes abated for that year by the City with respect to the Property. (b) The amount obtained by subtracting the rollback tax rate computed without the abated property value being treated as new property value from the rollback tax rate computed with the abated property value being treated as new property value and multiplying the difference by the total assessed value of the City. 2. If the City has granted an abatement of taxes to more than one taxpayer, then the amount of the recapture calculated under subparagraph (b) above is prorated on the basis of the value of the abatement with respect to each taxpayer. 3. This event does not constitute a "default" under this Agreement, and the sixty (60) day Cure Period provided above does not apply. The recaptured taxes must be paid within thirty (30) days after notice of the rollback in tax rate has been, given to the Owner. Penalty and interest do not begin to accrue upon the sum Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Chrisfi.doc 9 until the first day of the month following the thirty (30) day notice, at which time penalty and interest accrue under the laws of the State of Texas. G. Continuation of Tax Lien. The amount of tax abated each year under the terms of this Agreement is secured by a first and prior tax lien, which continue in existence from year to year until the time as this Agreement between the City and Owner is fully performed by Owner, or until all taxes, whether assessed or recaptured, are paid in full. H. City Council Reserves Right to Terminate of Modify Agreement. In the event of any default by Owner, the City Council reserves the right to terminate or modify this Agreement. I. Owner's right to appeal. 1. Owner must be afforded written notice of the default and the opportunity to cure as provided above. 2. If Owner believes the action was improper, Owner may file an appeal in Nueces County district court within sixty (60) days after written notice of the action by the City. 3. Owner shall remit to the City, within the 60 -day period, any additional or recaptured taxes levied under the payment provisions of Texas Tax Code § 42.08. 4. If the final determination of the appeal increases Owner's tax liability above the amount paid, Owner shall remit the additional tax under Tax Code § 42.42. 5. If the final determination of the appeal decreases Owner's tax liability, the City will refund the Owner the difference between the amount of tax paid and the amount of tax for which Owner is liable under Tax Code § 42.43. IX. ADMINISTRATION A. Inspections. The Owner shall allow employees and/or representatives of the City to have access to the Property during the term of this Agreement to inspect the Facility to determine compliance with the terms and conditions of this Agreement. All inspections will be made only after the giving of twenty-four (24) hours prior notice, and conducted in the manner as to not unreasonably interfere with the construction or operation of the Facility. All inspections must be made with one or more representatives of the Owner and under Owner's safety standards. B. Appraisals. 1. The Chief Appraiser of the Nueces County Appraisal District annually determines: Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 10 (a) The taxable value of the real and personal property comprising the Property taking into consideration the Abatement provided by this Agreement. (b) The full taxable value without Abatement of the real and personal property comprising the Property. 2. The Chief Appraiser records both the abated taxable value and the full taxable value in the appraisal records. 3. The full taxable value figure listed in the appraisal records is used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture. 4. Each year the Owner shall furnish the Chief Appraiser with the information outlined in Chapter 22, Texas Tax Code, as amended, as may be necessary for the administration of the Agreement specified in this Agreement. C. Annual Reports. 1. Owner shall certify to the governing body of the City on or before April 1 each year that the Owner is in compliance with each applicable term of this Agreement. 2. Additionally, during the initial four years of the term of property tax abatement, Owner shall provide to the City an annual report covering those items listed on Schedule I attached to this Agreement in order to document the efforts of the Owner to acquire goods and services on a local basis. 3. The annual report is prepared on a calendar year basis and is submitted to the City no later than ninety (90) days following the end of each the calendar year. 4. The annual report is accompanied by an audit letter prepared by an independent accounting firm which has reviewed the report. 5. The copies of the four prior quarterly IRS 941 returns must be provided to verify employment D. "Buy Local" Provision. 1. The Owner shall give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. • 2. In the case of an exception involving a purchase over $10,000.00, the justification for the purchase must be included in the annual report. Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 11 3. The Owner further acknowledges that it is a legal and moral obligation of persons receiving property tax abatements to favor local manufacturers, suppliers, contractors, and labor, all other factors being equal. 4. For the purposes of this provision, the term 'local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office in either Nueces County or San Patricio County. 5. In the event of a breach of the buy local provision, the percentage of abatement is proportionately reduced — to the amount the disqualified contract bears to the total construction cost for the project. X. ASSIGNMENT A. The Owner may assign this Agreement to any one or more corporation(s), 50% or more of the outstanding voting securities of which are owned, directly or indirectly, by one of the Owners, or any partnership(s) or limited partnership(s) in which an Owner, or a subsidiary of an Owner, is a general partner. B. The Owner may assign this Agreement to any other new owner or lessee of the Facility with the prior written consent of the City, which consent may not be unreasonably withheld. C. Any assignment must provide that the assignee shall irrevocably and unconditionally assume all the duties and obligations of the assignor and become the Owner upon the same terms and conditions as set out in this Agreement. D. In the event more than one entity is Owner under this Agreement, the obligations of the entities is joint and several. E. Any assignment of this Agreement is to an entity that must provide substantially the same improvements to the Property, except to the extent the improvements have been completed. F. No assignment is approved if the Owner or any assignee is indebted to the City for ad valorem taxes or other obligations. XI. NOTICES A. Any notice required to be given under the provisions of this Agreement must be in writing and are duly served when deposited, with the proper postage prepaid, and registered or certified, return receipt requested, with the United States Postal Service, addressed to the City or Owner at the addresses listed below. B. If mailed, any notice or communication is deemed to be received three days after the date of deposit in the United States Mail. Unless otherwise provided in this Agreement, all notices is delivered to the following addresses: Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 12 To the City: CITY OF CORPUS CHRISTI 1201 Leopard Street P. 0. Box 9277 Corpus Christi, Texas 78469 Attn: City Manager To the Owner: LON C. HILL, L.P. 3355 West Alabama, Suite 500 Houston, TX 77098 Attn: Vice President for Project Development C. Either party may designate a different address by giving the other party ten days" written notice. This Agreement has been executed by the parties in multiple originals or counterparts, each having full force and effect. Executed this day of , 2008. ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: By: Armando Chapa 'Angel R. Escobar City Secretary Interim City Manager APPROVED AS TO FORM: By: R. Jay Reining First Assistant City Attorney For City Attorney OWNER: LON C. HILL, L.P. By: NuCoastal Power Group GP, LLC Its General Partner By: Roy J. ,'art President NuCoastal Power Group GP, LLC Attorney -in -Fact For Lon C. Hill, L.P. Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 13 STATE OF TEXAS COUNTY OF Ecr-rtr s ACKNOWLEDGMENT KNOW ALL BY THESE PRESENTS This instrument was acknowledged before me on A';: t. a irn. kit.3 , 2008, by Roy J. Hart, President, NuCoastal Power Group GP, LLC, a Texas limited liability company, General Partner, Lon C. Hill, L.P., a Texas limited partnership, as Attorney -in - Fact, on behalf of the partnership. NOTARY PUBLIC, State of Texas Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 14 SCHEDULE 1 "Buy Local" Annual Reports The following information is reported to the City on a calendar -year basis during the first four years of the tax abatement program: 1. Dollar amount spent for materials* (local). 2. Dollar amount spent for materials (total). 3. Dollar amount spent for labor** (local). 4. Dollar amount spent for labor** (total). 5. Number of jobs created in the construction project (local). 6. Number of jobs created in the construction project (total). 7. Number of jobs created on a permanent basis (local). 8. Number of jobs created on a permanent basis (total). * "Materials" are defined to include all materials used in excavation, site improvement, demolition, concrete, structural steel, fire proofing, piping, electrical, instruments, paintings and scaffolding, insulation, temporary construction facilities, supplies, equipment rental in construction, small tools and consumables. This term does not include major items of machinery and equipment not readily -available locally. ** "Labor" is defined to include all labor in connection with the excavation, site improvement, demolition, concrete construction, structural steel, fire proofing, equipment placement, piping, electrical, instruments, painting and scaffolding, insulation, construction services, craft benefits, payroll burdens, and related labor expenses. This term does not include engineering services in connection with the project design. The term "local" as used to describe manufacturers, suppliers, contractors and labor shall include firms, businesses, and persons who reside in or maintain an office in either Nueces County or San Patricio County. Lon C. Hill - Taxes - Property - Abatement Agreementy - City of Corpus Christi.doc 15 EXHIBIT A NUCOASTAL POWER REQUEST FOR ABATEMENT LON C. HILL REPOWERING PROJECT Lon C. Hill , LLC is proposing to design, construct, startup and operate the repowered Lon C. Hill power station. The engineering / construction phase of the project is scheduled to commence in the late third quarter of 2008. The power plant is currently owned by Lon C. Hill, LP, a wholly held subsidiary of NuCoastal Power Corporation. E:\Tax Abatement form 1a.doc The Lon C. Hill repowering project will utilize several existing components (the main components to be re -used will be the steam turbine and one cooling tower) and add a highly efficient and environmentally benign combustion turbine firing natural gas that will feed hot gas to an unfired boiler (Heat Recovery Steam Generator or `HRSG'). The facility will generate about 300 megawatts of power, which is about enough to provide power for the entire city of Corpus Christi. This plant will export its power into the Electric Reliability Council of Texas (ERCOT) grid thereby helping to ease the forecasted increases in demand of electric generation in the region . This project will help alleviate anticipated power shortages in the region and will provide significant investment of capital during the construction and long-term operating periods of the facility. The repowered plant will utilize existing components of the facility when economically feasible. A new energy efficient combustion turbine and Heat Recovery Steam Generator will be added to the existing components of the plant, as noted in the diagram below. 1 1 I t ll' t tie: N c st I:, 1 Lfls;Lc limen.. i.n IIKSG 1 I.1• t17i i, The period to engineer and construction this facility will be about 15 months from start to finish. There will be about 300 construction personnel at the peak of construction and more than fifty engineers will be employed during the design phase of the project. E:\Tax Abatement farm Indite Strong local content will be included in this undertaking. IV Industrial Companies of Corpus Christi will be providing both engineering and construction services. Bay Limited will provide tramportation for large components and pipe prefabrication. Bradley Motors will rebuild all existing motors for the facility. During the steady state operation of the facility, about 22 long-term positions will be created. These positions will require skilled labor to fill them and will be well -paying jobs. NuCoastal Power will spend about $125 Million on this project, including building, materials, equipment (both new and repair of existing), engineering, construction and financing. The new facility, upon the completion of construction, will look like this: EXIlix Abatement farm ladoc CDS/MunFa Spa' z ns Engineering B Surveying AFP TARS CENTRAL C0MPRI= (P/X/A CENTRAL POWER AND =GMT =NARY) IAN C. EILL.PONER PLANT SITE NUECES COUNTY, TEXAS 49.562 ACRE HODEDARY SORVES B22331IT A-1 BEING a 49.562 acre tract of land lying in the Gregorio Ferias Survey, abstract no. 592, Nueces County, Texas, name being a portion of the Lon C. Hill Subdivision Unit 1 as recorded in volume 34, page 103, Map Records of Nueces County, Texas, all of a 0.4629 of an acre tract of land as described in volume 1364, page 317, Deed Records of Nueces County, Texas and a portion of a 37.85 acre tract of land as described in value* 577, page 346, Deed Records of Nueces County; Texas, also being described by a drawing (101144 10-LON HILL UNIT 1A.D2G i 0622 _12.0000, dated October 2, 2003) attached hereto as Exhibit A-2 and made a part hereof and being more particularly described as follows: COMMENCING at a 4"x 4" concrete monument found marking the south corner of the aforementioned Lon C. Hill Subdivision Unit 1, same lying at the intersection of the southwest line of the aforementioned 37.85 acre tract and the northwest right-of-way line of F. M. Highway 1694 (Callicoatte Road) (B0.00 foot wide right-of-way at this point) as described in volume 659, page 193, Deed Records of Nuecea County, Texas; TEBNCE leaving the said southwest line of the aforementioned 37.95 acre• tract, along a southeast line of the aforementioned Lon C. Hili Subdivision Unit 1 and the said northwest .right-of-way line of the aforementioned F. M. Highway 1694, N35°48'38"E a distance of 1263.02 feet (Record - N36°45'00"E) to a 1/2" iron rod set with plastic cap stamped "CDS/MOERY S.A. TX."; THENCE leaving the said southeast line of the aforementioned Lon C. Hill Subdivision Unit 1 and the said northwest right-of-way line of the aforementioned F. M. Highway 1694, 654°00'00"E a distance of 59.00 feet to a paint in a southeast line of the aforementioned 37.85 acre tract for the PLACE OF manor= and being the most easterly south corner of the herein described 49.562 acre tract; TRENCH leaving the said southeast line of the aforementioned 37.85 acre tract, N54.00'00"W a distance of 1002.15 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MOERY S.A. TX." for an interior corner of the herein described 49.562 acre tract; THENCE 536°00.00"W a distance of 145.50 feet to a 1/2" iron rod set with plastic cap stamped "CDSIMOERY S.A. TX." for the most westerly south corner of the herein described 49.562'acre tract; Page 1 OF 4 2.834. fad octets -me 2., 2003 3411 Magic Dave, San Antonio. Texas 7829 Tel. 210.5814111 Far 210-581-5555 AMP MAR CEN2'RAL COMM (F/L/A CMNTYAL TONER AND LIGHT COMPANY) LON C. HILL sons. PLANT SITE NOECES COUNTY, TEAS 49.562 ACRE BOUNDARY SURVEY =MOE N54'00'00"N a distance of 771.90 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MURRY S.A. TX.• in the west. line 'of the aforementioned Lou C. Hill Subdivision Unit 1 and the east right-of-way line of the Union Pacific Railroad (100 foot wide right-of-way) for an angle corner of the herein described 49.562 acre tract; THENCE along the said west line of the aforementioned Lon C. Hill Subdivision Unit 1 and the said east right-of-way line of the aforementioned Union Pacific Railroad, N01'23'00"E a distance of 780.49 feet (Record - NO2'20'30"E) to a 1/2" iron rod set with plastic cap stamped "CDS/MURRY S.A. TY.• in the southwest right-of-way line of Hearn Road (varying width right-of-way at this point) for the northwest corner of the herein described 49.562 acre tract, same being the southwest corner of a 0.0166 of an acre tract of land as described in volume 944, page 458, Deed Records of Nueces County, Texas: nun= along the said southwest right-of-way line of the aforementioned Hearn Road and the southwest line of the aforementioned 0.0166 of an acre tract, an arc distance of 112.44 feet along a curve to the right having a radius of 370.00 feet, a central angle of 17.24'34" and a chord which bears 562'42'34"E'a distance of 112.01 feet, to a 1-1/4" iron pipe found marking the east corner of the said 0.0166 of an acre tract and a point of tangency} TACE along the said scuthwest'and the southeast right-of-way lines of the aforementioned Hearn Road 160.00 foot wide right-of-way), a northeast and the northwest lines of the aforementioned Lon C. Hill Subdivision Unit 1, and the northwest line of the aforementioned 0.4629 of an acre tract the following five (5) courses: 654.00.12"E a distance of 302.91 feet (Record - 853.00'00"E) to a 1-1/4" iron pipe found for a point of curvature) an arc distance of 212.90 feet along a curve to the left having a radius of 189.07 feet., a central angle of 64.31'00" and a chord which bears 886"15'42"E a distance of 201.83 feet, to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TX.' for a point of tangency »61'28'48"E a distance of 561.20 feet (Record - N62.26'00"E1 to a 1/2" iron rod set with plastic cap stamped "CDS/NUERY S.A. TX." for a point of curvature; Page 2 or 4 $834.fnd October 2, 2003 3411 Maga: Drive, Saa Amonio, Tons 78229 Te) 210-581.1111 Fa 310-581.5555 AEP TEXAS CENTRAL COMPANY (F/lt/A CENTRAL POWER. AND LIGST COMPANY') ION C. RILL POWER PLANT SITE NOECES COUNTY, =MS 49.562 ARE BOUNDARY' SURVEY' an arc ,distance of 178.92 feet along a curve to the left having a radius of 411.97 feet, a central angle of 24°53'00" and a chord which bears N49°02'18"E a distance of 177.51 feet, to a 1/2" iron rod set with plastic cap stamped "CD3/MOERY S.A. TX." for a point of tangency; N36°35'46"E a distance of 721.54 feet (Record - N37°33'00"E 656.62' 4 N37°29'20"E 65.0') to a 7/6" bolt found in the southwest line of a 7.063 acre tract of land as described in volume 2182, page 716, Deed Records of Murices County, Texas for the north corner of the. aforementioned 0.4629 of an acre tract and the north corner of the herein described 49.562 acre tract; THENCE leaving the said southeast right-of-way line of the aforementioned Hearn Road, along the northeast line of the aforementioned 0.4629 of an acre tract and the said southwest line of the aforementioned 7.063 acre tract, 553°59'37"E a distance of 310.35 feet (Record - S53°00'50"E 310.23•) to a 7/8" bolt found marking the east corner of the said 0.4629 of an acre.tract and the south corner of the said 7.063 acre tract, same lying in a northwest line of the aforementioned Lon C. Hill Subdivision Unit 1; TEBNCE leaving the latter said northwest line of the aforementioned Lon C. Hill Subdivision Unit 1, 553°59'37°E a distance of 316.98 feet to a 1/2" iron rod set with plastic cap stamped -Lin/MUERY S.A. TX." for the most northerly east corner of the herein described 49.562 acre tract; =Nat 536°00'00"W a distance of 1631.96 feet to a 1/2" iron rod set with plastic cap stamped "CDS/MUERY S.A. TX." for an interior corner of the herein described 49.562 acre tract: TRENCE 554°00'00"E, passing a 1/2" iron rod set with plastic cap stamped "CDS/MOERY S.A. TX." in the said southeast line of the aforementioned Eon c. Hill Subdivision Unit 1 and the Said northwest right-of-way line of the aforementioned E. M. Highway 1694 at a distance of 656.52 feet, a• total distance of 715.52 feet to a point in the said southeast line of the aforementioned 37.85 acre tract for the most southerly east corner of the herein described 49.562 acre tract; Page 3 OF 4 1034.2nd October 2, 2003 .. 3411 Magic Dd°q Sea Antonio, Tens 78229 Tel: 210-S81-1111 Fax 210-581-5555 AEP TEXAS CENTRAL GOdnNT (P/X/A CENTRAL PON= AND LIGET MaANY) LON C. RILL POKIER PLANT SITE NOSCEB COUNTY, TIM 49.562 ACRE BOUNDARY SORVET THENCE along the said southeast line of the aforementioned 31.85 acre tract, S35"4e'38"W a distance of 390.56 feet (Record - 536•23'W TXDOT) to the PLACE 08 BEGIINftNG and containing 49.562 acres of land of which 0.529 of an acre lies within the limits of the aforementioned F. H. Highway 1694. The bearing basis tot this survey is Grid North, Texas State Plane Coordinate System, South Sone, NAD 2983. THE STATE OP TEXAS X X SHOWN TO ALL NEN BY THESE PRESENTS: COUNTY OF BERAR X 1, John T. !Cuba's, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision in January thru November, 2002 and July, 2003. Date 4— day of SCC , 2003, A.D. Page 4 OF 4 1634.2nd motobar 2, 2003 T. Kabila egistered Professional Land Surveyor No. 4505 - State of Texas 3411 Magic Dave, San Antonio. Teas 78229 'Feb 210-581 4111 Far 210.581-5555 CDS/M JBRX SERVICES Engineering & Surveying AFP TFIAs CHNTRAL coraAHx (Pyx/A/ CENTRAL POWER AND LIGET OMCH DJY) LON C FILL POWER PLANT SITR NORCSS COtETS, MAN 36.941 ACRE BOWmARr SURVEY RltIAIT A-3 NWT= a 36.941 acre tract of land lying in the Gregorio Ferias Survey, abstract no. 592, Nueces County, Texas, being all of the Lon C. Kill Nut eces i County, 0 Unit Texans eco of in Lot 'vo2, lume o34, ipa$e 41, of 1Nap Records of Subdivision as recorded in volume 17, page 45, Yds f Recces County, Texas, and all of Lot 1 of the Hearn Addition Records of vision as recorded in volume 28, page 97, Map Records of NuecesCounty.ex Subdivision also being described by a drawing (101149 10 -LOW HILL UNIT 2 w, datedr October 2, 2003) attached hereto as Exhibit A-4 and made a part hereof and being more particularly described as follows: BECr N2NO at a 1-1/4^ iron pipe found in the.east right-of-way line of the Union Pacific Railroad (100 foot wide right-of-way) for the north corner of the aforementioned Lon C. HilX Subdivision Unit 2, the west corner of a 1.6 acre tract of land as described in volume 569, page 585, Deed Records of Nieces County, Texas and the north corner of the herein . described 36.941 acre tract; TRANCE leaving the said east right-of-way line of the aforementioned Union Pacific Railroad, along the northeast line of the aforementioned Lon C. Hill Subdivision Unit 2, the northeast line of the aforementioned Lot 2, the southwest line of the aforementioned 1.6 acre tract, a southwest line of an 18.87 acre tract of land as described in document of 9a01..288acreofficial tract ofRecords land as describeiny volume ,the age 370, line Records of Nieces County, Texas, and a southwest line546, p30 acrere, Deeda of land as described in volume 371, ed ea 30 need County, Texas, 353.54'05"E, page 325, Deed Records of marking tehe west corner of the said 30 passing a and" the s pipe rner othaid 1.28 acre tract at a distancetract and a corner i the said 1280.37 feet (Record - 553.00nof 1 2.25, feet,6a total.0 distance 2of " iron rod set with plastic cap stamped E 1192.25 & Ss2. ERY S.A. 90.00 o toe east corner of the said Lot 2 and the north �coi/nerr of Lot 1, Block 1hofethe aforementioned Hearn Addition Subdivision, same being the most northerly east corner of the herein described 36.941 acre tract; Page 1 OP 4 1832.fnd October 2, 2003 3411 Magic Dti<e, San Antonio, Teas 78129 7.:1.210.581.1111 Fxc 220.581-5555 AEP SEERS CENTRAL caawaNr (8/10a/ =TRU PO= Alin LIGHT COMANr) IAN C. HILL POWER PLANT SITE NOBLES COUNTY, TEXAS 36.941 ACRE toVNfARY SOW= THENCE along the common line of the aforementioned Lots 1 and 2 of Block 1 of the aforementioned Hearn Addition Subdivision, 336.05'55"W a distance of 153.95 feet (Record - 837.3111 153.98') to a 1/2" iron rod set with plastic cap stamped "CDS/HOERY S.A. TX." in the north. line of Bickham Road for the south corner of the said Lot 2, the west corner of the said Lot 1 and the south corner of the herein described 36.941 acre tract; THENCE along the southwest line of the aforementioned Lot 2 and the said north line of the aforementioned Bickham Road, N53°54'05"6 a distance of 90.00 feet (Record - N52°59'4( to a 3/4" iron pipe found in a southeast line of the aforementioned Lon C. Hill Subdivision Unit 2 for the west corner of the 2, the north an interior corner of the herein described 36.of 941 acre tracce said t; Road and THENCE along the said southeast line of the aforementioned Lon C. Hill Subdivision Unit 2 and the northwest line of the aforementioned Bickham Road, 536°05'55"W a distance of 50.00 feet (Record - 537.31'00"W) to a. 1/2" iron rod set with plastic cap stamped "CDS/NDERY S.A. TX." for an interior corner of the said Lon C. Hill Subdivision Unit 2, the west corner of the said Sickliest Road and an interior corner of the herein described 36.94.1 acre tract; THENCE along the north line of.the aforementioned Lon C. Hill Subdivision Unit 2 and the south line of the aforementioned Bickham Road the following three (3) courses: 553°52'19"E a distance of 115.99 feet (Record - S53°00'001E 116.40') to a 1/2" iron rod set with plastic cap stamped "CD8/NUERY S.A. TX." for an interior angle' corner of the herein described 36.941 acre tract; N81021'37"E a distance of 218.80 feet (Record - N82.18100"E.218.701) to a 1/2" iron rod set with plastic cap stamped "CDS/HUERy S.A. TX." for an angle corner of the herein described 36.941 acre tract; 553°54'05"8 a distance of 79.71 feet (Record - 553.00'00"E 80.30') to a 1/2" iron'rod set with plastic cap stamped "CDS/HUERy S.A. T. in the northwest .right-of-way line of Hearn Road (60 foot wide right-of-way) for the most southerly east corner of the aforementioned Lon C. Hill Subdivision Unit 2 and the most southerly east corner of the herein described 36.941 acre tract; THENCE along a southeast line and the southwest line of the aforementioned Lon C. Hill Subdivision Unit 2 and the northwest and northeast right-of-way lines of the aforementioned Hearn Road, the following five (5) courses: Page 2 Or 4 1832.2nd October 2, 2003 3411 Msgie Dave, San Antony), Tease 783 Tek 210-58(-1111 Far 210-5117-5555 AEB tms CENTRAL CQ4PANI (F/R/A/ CENTRAL POWER ARD LIGHT cONPANY) IAN C. MILL BOWER PLANT SITE NUECES COUNTY, TEM 36.941 ACRE BOUNDARY SURVEY 536.35'48"W a distance of 605.90 feet (Record - 337°33'00"w 606.60') to a 1/2° iron rod set with plastic cap stamped "CDS/HUERY S.A. TX." for a point of curvature; an arc distance of 152.86 feet along a curve to the right having a radius of 351.97 feet, a central angle of 24.53'00", and a chord which bears S49°02'1894 a distance of 151.66 feet, to a 1/2" iron rod set with plastic cep stamped "CDS/HUERY S.A. TX." for a point of tangency; S61.28'4894 a distance of 561.20 feet (Record - S62°26'00°W) to a 1/2" iron rod set with plastic cap stamped "CDS/NUERY S.A. TX.' for a point of curvature; an arc distance of 145.34 feet along a curve to the right having a radius of 129.07 feet, a central angle of 64"31'00", and a chord which bears N86°15'4294 a distance of 137.78 feet, to a 1/2" iron cod set with plastic cap stamped "CDS/HUERY S.A. TX." for a point of tangency; to 4a °05/8"0'1299 a distance of 297.82 feet (Record - N53°0000"W 1iron rod found marking te southwest angle ,cornerof the aforementioned Lon C. Hill Subdivision Unit 2 and the south corner of the aforementioned Lot 1 of the Hearn Addition Annex Subdivision; THENCE along the southwest line of the aforementioned Lot 1 of the Hearn Addition Annex Subdivision and the said northeast right-of-way line of the aforementioned Hearn Road the following two (2) cantata: H54°00112"W a distance of 114.94 feet (Record - N53°03'30"W 114.24') to a 1/2" iron rod set with plastic cap stamped "CDS/HUERY S.A. TX." for an angle point; x33°11'28"14 a distance of 78.30 feet (Record - 1432'29130"N 77.93') to a S/8" iron rod found in the said east right-of-way line'of the aforementioned Union Pacific Railroad for an angle corner of the aforementioned Lot 1 of the Hearn Addition Annex Subdivision and an angle corner of the herein described 36.941 acre tracts THSNOE along the west line of the aforementioned Lot 1 of the Hearn Addition Annex Subdivision and the said east tight -of -way line of the afeet forementioned Union Pacific Railroad, N01623100"E a distance of 199.89 corner of (Record the said2Lot,1 of the °20E 200.0'to Addition Annex Subd vi sion and the southwest corner of the aforementioned Lon C. Hill Subdivision Unit 2; Pago 3 or 4 1632.fnd October 2, 2003 3411 Magic Ddve, San Antonio, Texas 78229. Tel: 210.581-1111 Fat 210.581-5555 AEP TEXAS CENTRAL CONPANy (FACIA/ CENTRAL POWER AND LIGHT calnnT) Los C HILL POWER PLANT SITE NOECES COUNTS, TEXAS -. 36.941 ACRE DOWa1ARy SOAyEy MEMOS along the west line of the aforementioned Lon C. Hill Subdivision Unit 2 and the said east right-of-way line of the aforementioned Union Pacific Railroad, the following three (3) courses: N01°23'00"E a distance of 149.14 feet (Record- NO2°20'30"E 152.34') to a 1/2' iron rod set with plastic cap stamped -CDs/t41w. S.A. TX." for a point of curvature; an arc distance of 933.49 feet along a curve to the right having a radius of 2815.00 feet, a central angle of 19'00'00" and a chord which bears N10°53'00"E a distance of 929.22 feet, to a 1/2" iron rod set with plastic cap stamped "CDS/MOERY S.A. TX." for a point of tan N20°23'00"E a distance of 238.86 feet (Record - N21°20'30"E 235.76') to the PLACE oF.BEGgaln,G and containing 36.941 acres of land. The bearing basis for this survey is Grid North, Texas State .Plane Coordinate System, South Zone, NAD 1983. TBE STATE OF TSS Z E 1a+oWN TO ALL 1�.ti BY TRESS PRES>QiTS: COUNTY of eEXAR X uvg�ala, a Professional ncertaruSurveyor, iy thatthe aboefield notes were prepared using information obtained by an on the ground survey made under my direction and supervision in January thru November, 2002 and July, 2003. Date 2420 day of Q:yh_teC , 2003, A.D. Page 4 OE' 4 1832.fnd October 2, 2003 a T. $'a gisterad Professional Land Surveyor No. 4505 - State of Texas 3411 Magic Dhve, San Antonio. Tens 78229 Tel 210-581.1111 Far 210.581-9355 EXHIBIT B TAX ABATEMENT AGREEMENT — Lon C Hill 10132008_1 17 0, § o -w m§!| §j0 EntalaZ 0 Fx NbK e CENIERUNE UNION PACIFIC RNIRM) 1007 R.O.W. -_- - ---