HomeMy WebLinkAboutC2008-148 - 4/15/2008 - ApprovedINCENTIVE AGREEMENT
By and Be~ween
CITY OF CORPUS CHRISTI, TEXAS
and
NUECES BAY WLE, LP
~
2008-148
M2008-101
04/15/08
Nueces Say WI~E, LP
INCENTNE AGREEMENT
This Agreement ("A reement") is made and entered into as of , 2008 (the "Effective
Date"), by and between the City of Corpus Christi, Texas, a home-rule municipal corporation
("Citv"), and Nueces Bay WLE, LP, a Texas limited partnership (co~lectiveiy, "Devel~er"}.
RECITALS
WHEREAS, the Developer desires to redevelop and operate the electrical generating
facilities commonly known as the Nueces Bay Pawer Plant located within the Industria~ D~strict
No. 1 in Nueces County, Texas and the Barney M. Davis Power Plant located in Flour Bluff
within the city iimits of Corpus Christi, Texas (the "Pr_ aject" as more particularly defined below};
and
WHEREAS, the Developer and City will enter into a separate Incentive Agreement for
the Bamey M. Davis Pawer Plan~; and
WHEREAS, the Developar and City have entered into a separateIndustrial District
Agreement for the Nueces Bay Power Plant; and
WHEREA~, t~e City has established a pragram in accordance with Article III,
Section 52-a of the Texas Canstitution and Chapter 380 of the Texas Local Governtnent Code
("Cha tp er 380"} under which the City has the authority to make loans or grants of public funds
for the purposes of promoting Iocal economic development and stimuiating business and
commercial activity within fhe City; and
WHEREAS, the City has concluded and hereby finds that this Agreement promotes
ecanomic development in the City af Corpus Christi and, as such, meets the requirements under
Chapter 380 and the City's established economic development pmgrarri, and, further, is in the
best interests of the City and Developer; and
WHEREAS, the City recognizes the positive economic impact that the investment of in
the Project will bring to the City through development and diversification of #he ~conomy,
reduction ofunemployment and underemployment through the retention of existing jobs and the
production ofnew jobs, and the attraction ofnew businesses; and
WHEREAS, the Develaper will directly finance, design and construct the Project as
described in this Ag~reement; and
WHEREAS, in consideration of the acquisition, redevelopm~nt and operation of the
Project, and aaditianal jobs located at the Project, the City agrees to use such funds in order to
pay to the Developer the amount of the City Cammitment (as defined herein) directly ini the
amount described in Article IV ofthis Agreement; and
WHEREAS, consistent with Article III, Section S2-a of the Texas Constitution, Chapter
380 and other ?aw, City and th~ Developer as canternplated in this Agreement agree to work
tagether to cause the public purposes of developing and diversifying the econamy of the state,
reducing ~nemp~oyment or underemployment in the state, and developing or expanding
transportation or cammerce in the state; and
WHEREAS, to ~nsure 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 othe~r law, the Developer l~as ageed ~o comply with certain conditions for receiving
those benefits, including perfortnance measures relating to job creation, Project aperations, 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 anc~ in consideration of the foregoing recitals and of the mutual pramises, abligations,
covenants and benefits herein cantair~ed, City and the Developer contract and agree as follows:
ARTICLE I
GENERAL TERMS
Section 1.Oi Inco ration of Recitals. The recitals to this Agreement are hereby
incorporatea for all purposes.
Sectio~ 1.02 Definitions and Terms. The tenns "Agreement," "Cha ter 380 ""Citv,"
"Developer," "Effective Date," and "Pr_ oject" shall have the above meanings, and the foliowing
terms have the fol2owing meanings:
"City Cammitment" is $1.00 USD
"Com letian" shall mean the date the Developer has completed renovatians,
improvements and redevelapment of the Nueces Bay Power Plant with a minimum inv~stment of
private equity and/or financing of not less than $470,000,000 and tl~e Barney M. Davis Power
Plant with a minirnum investment of private equity and/or financing of not less tham
$416,a~0,000 within 36 months af the EfFective Date, and the commencement of full operations
at the pow~r plant.
"Fiscal Year" shall mean the twelve consecutive month period designated by the City as
its fiscal yeaz. As of the date of this Agrecment, the City's fiscal year commences on August 1
and ends an the next succeeding July 31.
"Full O eration" shall mean the operation of both power plants supplying electricity
generated far sale.
"Parties" or "P~' shall mean the City and the Developer, the parties to this Agreement.
2
"Prc~~ect" shall mean the redevelopment of the electric generation facilities at the Nueces
Bay power plant.
"Pro ert " shall mean the Improvements and Personal Property as described herein and
as constructed by the Developer upon Completion.
"Land" shall mean the land on which the Project will be built, as described in Exhibit B
attached hereto.
"Usefui Life" shall mean the perioa o~ time during which the Nueces Bay Pawer Plant
~~ ~ D~ ~; ~~:~:~ b~`.'.`~:~ ~~ will operate for its intended purpose, not less than twenty-five
(25} years.
Section 1.Q3 Singulaz and Plural. Words used herein in the singular, where the context
so permits, also includE the plural and vice versa. The definitions af words in the singu~ar hereut
also apply to such words when used in the plural where the cantext so permits and vice versa.
ARTICLE II
REPRESENTATIONS
Section 2.01 Re~resentations of the Citv. The City hereby represents to the DeveZoper
that as of the date hereof:
(A) The City is a duly created and existing municipal corporation and home rule
municipality ofthe State of Texas under the laws ofthe State ofTexas and is duly qualified and
authorized to carty on the governmenta~ fu~ctions and operations as cantemplated by this
Agreement.
(B) '~he City has the power, authority and legal right und~r the laws of ~he State af
'Fexas and the City Charter to enter into and perforrn th~is Agreement and the execution, delivery
and perfornaance hereof (i) will not, ta the best of its knowledge, vialate any applicable
judgment, order, law or regulation, and (ii) do not +constitute a default under any agreerrient or
it~strument 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 ~he City
and, constitutes a legal, valid and bindir~g ob~igation af the City, enforceable in accardance with
its tern~s except to the extent that {i) the enfarceabil~ty of such instruments may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application
in effect from time to time relatin~ to or affecting the enforcement of creditors' rights and
(ii} certain equitable reme~ies 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.~2 Re~resentatians of the Developer. The Developer hereby represents to the
City that as of the date hereof:
3
{A) The Developer is duly authorized and existing and in good standing under the
laws of the State af Texas, and is qualified to do business in the State of Texas.
(B) The Developer has the power, authority and lega~ right to enter into and perform
its obligations set forth in this Agreement, and the execution, delivery and performarice hereo~
(i) hav~ been duly authorized, and will not, fo the best of its krZawledge, vio2ate ariy judgment,
order, law or regulation applicable to the Developer, and (ii) do not constitute a default under any
agreement or instrument to which the Devetoper is a party or by which the Developer or its
assets may be bound or affected.
(C} This Agreement has been duly authorized, executed and delivered and canstitutes
a legal, valid and binding obligatian ofthe Developer, enforceable in accordance with its terms
except to the extent that (i) the enforceability of such instruments may be lir~ited by bankruptcy,
reorganization, insolvency, moratorium or other similar iaws of general app~ication in effect
from time to time relating to ar affecting the enforcement of creditors' rights and (ii) certain
equitable remedies including specific per€armance may be unavailable.
ARTICLE III
DEVELOPER PERFORMANCE REOUIREMEI~TS
Section 3.01 Projeck.
(A} The Developer agrees to redevelop and reconstruct the Project as described herein
to accomplish Completion of the Project within 36 months from the Effective Date, and the
continued full operation of the power plant for the Useful Life of the power plant. 'The
Developer shall pay all engineering, planning, accounting, architectural, legal fees and expenses,
survey, testing, laboratory costs, license fees, advertising and other bidding costs, amounts due
under construction contracts, costs of labor and rriate~ria~, insurance premiums, and other costs
and expenses incurred in connection with the canstruction of suc~ Property which costs as set
forth in Exhibit A attached hereto are estimated to approximate $47Q,UQO,Q00. The Developer
shall provide evidence, satisfactory to the City, af expenditures of private equity and/ar financing
for the Improvements fo the Project in the amounts requirecl for Completion. The City sha11 not
be responsible for any of such costs out of its current revenues or Qther sources, except in
acccsrdance with the reimbursement to the Developer for the costs of the Improvements thraugh
the City Commitment as provided in this Agreement.
{B) The Developer agrees to assist the City, if so requeste~ 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 tv perform any of the obligatians unde~r this
Agreement. The Developer further shall prepare or cause to be prepared any pre~iminary
architectural or engineering plans at~d financial data and projections reasanably requestet~ by the
City in order to assist the City in carrying out the purposes of this Agreement. The Developer
agrees to procee~ in good faith towards the redeve2opment of the Project. Upan Completion of
the Project and during the term of this Agreement, the Deveioper shall maintain the property,
improvements and premises in a commercially reasonable manner, compa.rable to the
maintenance of similar eiectrical generating facili~ies; operate the 1'roject; and shall timely pay
4
atl ad valorem taaces assessed against the Property subjec~ to exercise by Developer of its legal
rights to contest, protest or appeal such taxes.
Section 3.02 Job C~eation. The Developer's receipt of the City Commitment is subject
ta the following perfoarmance requirement {the "Jabs Requirement"): the Developer agrees to
construct the Projecf and assure that at the Nueces Bay Power Plant at least twenty-five (25) new
full time jobs will be created, with an average annua.l salary of $75,000 and a gross payroll of
$1,800,000 by the end af calendar year 2010, which jobs will be made available principally to
~ocal residents residing within the City. As ~sed herein, the term "jobs" shall mean full-time
equivalent positions providing a regular work sched~le of at least 35 ho~rs per week. Upon ~he
request of the City, or its designee, the Developer shalt submit documen#ation as reasonably
necessary to evidence satisfaction that the Develaper has mef the Jobs Requirement.
Section 3.03 Onerationa~ Rec~uirements.
(A) The Developer's receipt of the City Commitment is subject #o the following
commitment (the "Operational Requirement"}: the Developer agrees to maintain the Project as
an electrical generation facility for the duration of the period during which the City Commitment
is paid under this Agreemen~ and the Incentive Agreement by and among City of Corpus Christi,
Texas an~ Barney M. Davis, LP is ~in effect; any default irt such obligation shall resul~ in the
forfeiture of the right to receive reirnbursement for any of the City Commitment and may result
in the City's termination its Incentive Agreement with Barney M Davis, LP.
{B) The Developer's failure to cc~mplete the Project within 36 months from the
Effective Date shall be a default hereunder and the Developer shall farfeit the right to receive
reimbursement.
Section 3.04 Monitoring by the City. Monitoring to determine
the Developer's compliance with the terfns of this Agreement for
conapliance purposes will be done by the City no Iess than twice per year
during the period of canstruction, and on an annual basis after
Completion. During the monitoring process, the City will make maximum
use of any State and Federal submissians for the determination of contract
compliance. Monitoring may be accomplished by City personne~ or other
persons designated by the City. The Developer agrees to reasonably
cooperate with the City in such monitoring process.
ARTICLE N
PROJ`ECT FINA-NCING AND FUNDING
Section 4.OI City and Developer Commitment
The City hereby covenants and agrees upan Comp~etion to pay the City Comrnitment related ta
the Nueces Bay power pIant annually. Payment shall be made pursuant to Developer meeting
the conditions of Article TII herein.
5
ARTICLE V
ADDTTIONAL DUTIES AND RESPONSIB~LITIES
Sectian 5.01 Amendment of Agreement. iJpon the request af the Developer, the City
may agree to amend this Agreement to provide for any reasonable changes necessary to carry
forth the intent of this Agreement. The City's consent to an amendment of this Agreement will
not be unreasonably withheld.
ARTICLE VI
TERM ~F THE AGREEMENT AND OTHER OSLIGATIONS
5ection 6.Q1 Term and Termination. This Agreement shall have a term (the "'Term")
beginning on the Effective Date hereaf and continui~g coextensive with the term and
continuation of any IndustriaI District Agreement for the Nueces Bay Power Plant.
ARTICLE VII
DEFAULT
Sectxon 7.01 Default.
(A) If the City does not perform its obligations hereunder in substan~ial compliance
with this Agreement and, if such default remains uncured for a period of 60 days after notice
thereaf shall have been given, in addition to the other rights under the law or given the Develope~r
under this Agreement, the Developer may enfarce specific performance ofthis Agreement, seek
a writ af mandamus to perform obligations under this Agreement.
{B} If the Developer daes not perform its obligations hereunder in substantial
compliance with this Agreement, and, if such default remains uncured for a period of b0 days
after notice thereof shall have been given or such longer period as is reasonably necessary to cure
default if such default cannot be cured within 60 days not withs#anding DeveZoper's reasonable
efforts to effectuate a cure, the City may ter.minate this Agreement and City rnay recover funds
previous~y paid ta Developer under this Agreement in an amount proportionate to the uncured
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 ~ither
Party is delayed as a result of circumstances which are beyond the reasanable contral 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 lunitation, severe rain starms or
below fre~ziz~g temperatures, hurricane or tornados} labor action, strikes or sirnilar acts) the time
for such performance shall be extended by the amount of time af such delay. The Party clauning
delay vf performance as a result of any of the foregoing "force majeure" events shall deliver
written notice of the c~mmencement of any such dElay xesulting from such force majeure event
not later than seven days after the claiming Party becomes aware of the same, and if the claiming
6
Party fails ta so notify the other Party of the accurrence of a force majeure event causing such
delay, the claiming Party shall not be entitleci to avail itself of the provisions for the cxtension of
performance contained in this Section.
(D) ShQUId Developer fail to achieve substantial completion and begin aperation of
the Nueces Bay Pawer Plant within 36 months from the Effective Date, this Agreement shall
terminate witha~t objigation af City to provide reimbursement to the Developer.
ARTICLE VIII
GENERAL
Section B.OI Severabifitv. If any pravision af this Agreement is held to be invalid or
unenforceable by any court of cc~mpetent jurisdiction for a~y reason, such provision shall b~e
fulIy severable, and tne remainder of this A,greement shall remairi in full force and eff~ct. '~his
Agreement shall be construed and enforced as if such invaiid or unenfarceabte provision had
never comp:rised a part of this Agreement.
Section 8.02 Indemnification. The Developer agrees ta indemnify, defend and hold the
City and its respective council members, board members, of~icers, emplayees and agents,
harmiess frvm ar~y ac#ions, suits, liens, clairns, damages, expenses, losses and liabilities
(incIuding reasonable attorneys' fees and expenses) arising from any grossiy negligent act or
amission on the part of the Deve~oper to the extent the Develaper is held liable for such act or
omissian pursuan~ ta a fmal, unappealable arder of a court with jurisdiction over Developer ar
the Property. -
Section 8.03 Notice. Any notice ar other cammunication 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: Nueces Bay WLE, LP
2705 Bee Caves Raad #340
Austin, TX 78746
ATTN: Barbara Ciemenhagen
If to the City: City of Corpus Christi
12Q1 Leopard Street (78401)
P. O. Bax 9277
Corpus Cku-ist~, 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
7
Any such notice or communication sl~all be deemed given an the date sa delivered or so
depasited in the mail, unless otherwise pravided herein. Either Party may change ~he above
address by sending written notice af such change to the other Party in the manner provided
above. With the consent ofthe receiving Party, notice may be given by facsimile transmission or
electronic mail.
Section $.04 Amendments and Wai~ers. 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.
Sectian 8.05 Successors and Assigns. Except as provided in Article IV, no part~ shall
have ~he right to assign its rights under this Agreement or any interest herein, without the prior
written cansent of the other Party except the Developer may assign its rights and responsibilities
hereunder to any related, affiliated or subsidiary entity to which substantially all of its assets,
liabilities and its rights to proceed with development of the Project aze transferred. Such written
consent shall nc~t be unreasonably withheld and if such consent is not received by the Party
seeking consent within ten (10) days of their request for cansent, the assignment will be deem~d
approv~d. 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 mare laans to finance the construction or ownership of the Praject or constructio~ of the
Improvements. The De~eloper shall give written notice of its assignment of its rights hereunder
to the other Parties witnin five business days af the accurrence of such assignment. The
foregoing notwithstanding, any assignment of the Develaper's rights under this Agreement shall
not release the Developer from its obligations under Section 4.0~{C) hereof.
Section 5.06 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 far the purpc>ses stated h~rein, except that in the event af any conflict between any of
the pro~isions 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 he canstrued ta have any effect or meaning as to the agreement between the Parties
hereto. Any reference herein to a Sec~ion ar Subsection shall be considered a reference to such
Section or Subsection af this Agreement unless otherwise stated. Any reference herein to an
exhibit shall be considered a reference to the applicable eachibit attached hereto t~nless otherwise
stated.
Section 8.Q7 Construction. Th~s Agreement is a contract made under and shall be
construed in accardance with and governed by the laws of the United States of .4merica and the
Sta~te of Texas, excluding conflicts of laws, as such laws are now in effect. Venue for any aetion
arising under this Agreement sha~l lie in the state district courts ofNueccess County, Texas.
Section 8.08 Entire Agreement. This written Agreement represents the final agreement
between the Parties and may not be contradicted by evide~ce of prior, contemporaneous, or
subsequent oral agreements of the Parties. There are no unwritten oral agr~ements between the
Parties.
8
Section 8.09 Anproval 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.
_[EXECUTION PAGES FOLLOW]
9
IN WI'Y'NESS WI3EREOF, he Paxties hereto have caused this instrumen~ to be duly
executed as of the~~ay of , 2008.
Nueces Bay WLE, LP
A Texas ~imited partnership
By: ~`"''
. Darren Stephens, P esident
Topaz Power Group GP II, LLC,
its General Parfner
~
1~,r-~ara C.le~rn~..l~tw,e••, ~jP
CITY OF CORPUS CHRISTi, TEXAS
A Home-ruie municipa~ corporation
By:
George Noe, City Manager
ATTEST:
Armando Chapa, City Secretary
APPROVED as to Form: May 7, 2008
- ~
R. J ining
Fir t A sistan~ y Attorney
for City Attomey
i'~~ a~- ~ n~ ~,~~H~~~~~
.~
~ c~d~r~~ . ... .1~~ p.$..
~ ..~,................r
~ s~cR~~rtr j~+~ .
H:LegDir/gwslEcoDevl380lT'opazs/PrelimFinAy}~ee080307
Attachment A
Nueces Bay WLE, LP
Nueces Bay
Separated ~ixed Price
~ax Exempt Labor - New Cvnstruction $ 86,913,862
Taxable RepairlRemodel ~abor $ 1,679,137
Tax Exempt Services Resold to Owner $ 23,526,392
Taxable Services Resald To Owner $ 1,297,242
7ax Exempt Permanent Equipment and Materials $ 255,615,599
Tax Exempt Repair/Remode! Materials $ 2,046,232
Taxat~le Permanent Equipment and Materials $ 61,087,414
7axable Repair/Remodel Materials $ 966,122
TOTAL $ 433,132,000
* Note: The #axability descriptions above refer to sales tax, not property tax.
~D5%~1,/~~~ S~x~zc~s
Er.gineering c~ Surveying
ASP T$7CA8 CSii'PRAL L~DMP]l~NY
4FilCJ1t CE~iTRAL POi48R A1~II] LIGfiT CQMFANY}
Na8C~5 BAY P04PKR PLAb1T 6ITS
I+T[J8C~3 COUYiTY. TB7tA3
d3.714 ACRS BODNL)ARY SOA'V&Y
EXHI8IT B
a~iNa a 63.710 acre txsct cf land lying ia the Submerge~' I,and Surveya Na.
798 and 74BA, pdrtly Zying within Nueces Say, alsa lying in th~ Nueces
County N~vigation DistriCt No. 1 Survey, abstract 2G77, abskract 2692 axad
abst~nct 2589, Nueces County, Texae, same being a gartian of ~urvey No_
3 of the Riparian Praperty ownere Map a^ recorded in volume 6, page 13,
Map Recorde of Nueces County, Texas, also being a portion o€ a 55.1225
acre "T~Cact ]," and a 5.37a aere ^Tract 2", both as de8cribed iri uo.lume
250, pag~ 39a, Deed ReCOrds af NueCes County, Texas, and a portion flf a
14.026 acre tzact o£ land as described in vo~ume 661, page 6, Deed
Recorda of tsueces County., Texas, a19o be"sag deecribed hy a drawfng
ilOlf49 7-A*ueces_Bay_8NDY1_DFtG, dated May 22, a0C41 attaChed Y.ereta as
Exhibi~~A-2 and made part hereof and more particularly described as
follows; '
SSGIl~+t=NG at d 1{2~~ irea rad sat with plaetic can stamped "COS/?~ifJfiRY S-A.
TX." for the Southeast aornez of the a_°orementioned 14.025 acre tract and
the southwest cornar of a 4a.454 acre tzact of land as dBSCrabed in
volame 401, page 1?7, oeed Records aE Nuecee CounCy, Texas, same lying
withia the right-cf-way of Navigatian Baulevard {varia~le width :ight-of-
:aay} and bexng tht mast souther2y southeast cornez of tae hese3n
described 63.71o acre tract;
T3~~7C8 along the south line o! the a~oremention~d 19.D~fi acre tract,
N66`31'3o•w a distance oE 2f}0.40 feet (Record - N66'20'w 200~}ta a 1/2"
iran rad seC with pZastic cap atamped "CDS/MVERY S.A. T7C." ~ar the
southwest raraer of thg safd 14.026 acze tract and the e4uthe~st coxner
pf the aforementi.r~ned 5S.1a25 acxe rract, same lying in tht narCh right-
o~-way line of the aforemeritioned Navigatitin Bou~evard;
TI38NC8 a~ong the eouth line Of the aforemen~ioned 55,1225 acre tract a~nd
the said north ~ight-of-way lirce of the alorementioned Navigation
9oulevar@, N6G•41'30"W a distance of Sa7.0a feet to a ll~° fr~n rod Bet
xith pla~tie Cap stamped "C~S/MUER'1 S.A_ TX." for the most sOUtherly
southwest COrner of the herein describtd 63.71U aCre trsCt, f]rorn whicb
a 1/2" lron rpd set wiCh plastic cap stamped "CDS/MUERY S.A. TX_" for the
southwest cornex of th~ said 55.Y22*s acre traCt beArs N66°41'3U"W a
discanoe o~ 263.oa feet;
Pace 1 O1- 4
2xas,rnn
Hay a2, zao4
3~l] 1 Magic I?ati•S San rlnronio, Tr!ces 78?.29 Tei: ?(f1. 3R1 • I t] 3 ras: 3! 0-5$1-55~5
AEP T81[AS CSNTRAL COMPANY
(F/y(I~ CBNTRAL POWSR AHD LIG~ COMPAb1Y}
NOSC$S BAY P01V!!R PLA2iT 8IT$
NU8C8S C077DITY r '1'Fi~~
63.7i0 ACRS BOVNDARY SVAVSY
TgENCB leav~ng the said south line of the afox~mentioned 55.1225 acre
tract and ehe said north right-af-way line o# the atarerpe~tioned
NavigaCion Haulevard, Na3•10~Q0"E a diatance of 327,20 feet tv a 1/2'~
iron rod 9et with p2astic cap stamped "CDS/M[IERY g,A, TX."for an angle
ocint of thg herein described 63.710 acre tract;
~cB N13°38~29~~E a distance of 12a.o9 feet to S]1 QX~ in concrtte for
an angle point of Che herein described 63.710 acre tract;
TH~CS N06'O1'10~~W a d~stance of 151.1? ~eet to a 1/Z" iron rofl ~et wiCh
plastic cap etamped "CD3Jl~UERY S.A. TX.' for an angle paint oE the herefn
described 63.730 acre,tracC;
TFIENCS N23°12~51"Fs a diatance cf 461.54 feet ta a 1/2" iran rod aet with
p1a8Cic cap stamped ^CDS/MUERY $.A. TX." for an inte~iqr corner of the
herei.n described 63.71p acre tract;
TEENCB N66°47'a9~~W a distaYice Cf I67_59 feet tp a 1/2" irCn rad aet with
plastic cap stam~ed "CDS/MiTERY S.A. TX." in the we9t lir~e of the
afa~ementioned 55.iZ25 acse tract f.Or a sCUtllwest cornpr af the herein
3escribed G3.710 acre Cract; .
~'HENCS alo~g the said west Iine of the afarem~ntiored 55.1225 acre CraCt,
N23°12'51"S, passi.ng a 1/a° iron rad set +~ith plastic cap statriQed
"CDS/MUERY S.A. TX.~ at a distance ~oE 763.88 feet, a total distanee of
1578 _ 06 fee~ ta s point for Che ~snrthwesG eorner of the said 5a.1225 atre
cxact and the southwest corner of ikie aforeptentio~ed 5.370 ~cre Gract,
sam~ Iying in the cammon 3.ine o£ the aforementloned suhmr.rged Lands
Surveys No. 708 and 708A, for an ang~e corner af the herein described
63.710 acre tract;
~at~ffc$ a2ong the narthweet line oE the aforementicned 5.370 acre tract,
N53•o6~58~~E a di~tance of 1aa3.oa ~eet IRecard - N53°35'E I2U3.03~} to
a point Pax the north corner of the said 5.37Q acte tract and the most
npxtherly corner of Crie hertin descri~ed 63.710 ~tre tract;
xxBDiCS along the east line of the aforemer~tioned 5,370 acre tract,
S23'71~,8"W a disCanCe of 779.76 fe8t (Record - 523°4p'W 779.25~) to a
point for the sonth~ast cozner oP the sald 5.370 aCre Cract and an
interior corner of the herein deacribed 63.710 acre txaet, same lying in
tl:e north line af the aforementioned 55.I2a5 acre traC~ and the co~unan
Zine of the aforementioned Submerged i,aitds Surveys No. 7oB and 7oeA;
Pag^ a 08 4
2268.fnd
May 22, 200i
3~tlbiagicAtirc,SanAntotsiq'1'c«s76?29 'rd:"SO-SBl-lll] Fa~2t0-58I-5~55
Asp sssns csrrrRaL coa~ANX
(aIR/A cn~rrx]-L P41PER AND LIGllT Cd~Pl-NSCI
PU~CB5 HAY P04QSR YLANT 9IT8
NVSCEB Cp4NTY, T~]C]13
fy3.71p ACRE HUCIIIDARY SUllY$Y
TxBHCS along the said north line oi the afarementioned 55.1225 acre Cract
and the narth ].ine of the aforementi.oned 14.OZ6 acre traat. 2d89'31~58"S
a distance qt 491.32 fget {Recprd - Sast1 Co e point for the northeaat
carner of tha afarementfoned 14.U26 acre traCC and the northwest corner
of the a£orementioned 44,494 acre traat, same being the rnost easterZy
noreheast corner of the here~n deacribed 63.71~ acre tr2-Ctj
Tri8NC8 alang the east Iine af Che alorementioned ],4•026 acre track and
the we5t iine o# the aforementioae$ 44.494 aCre traCt, 523•12'43•W a
dSstance ot 1595.46 feet {Reaard - S23`4Q'W) ko a poinC for a sauth,east
corner of the herein described 63.71d acre tract;
'~HSNCB IC8VIRJ thD safd e~st line nf the aforementi.oned 14.026 2~cr8 ktact
and the sa~d wtsC line of the aforementioned 44.444 acre tr~fit,
N66°SU'00"W, pasging a 1/2° iron rod set with plastic cap 8tamped
"CDS/MUSRY 5.A. TX." at a distance of 60.}.9 feet, d total di9tsnce of
a55.84 fset to a z/2" iron rad set with plastic cap stamped "CAS/MUERY
S.A. Tx.^ fo~ an interier cqrAer of the nerei» described 63.710 acre
Cract;
T~BNC$ 523°20'00"S9 a dietance of 545,.SD feet Lq a 1/2" irop red Set with
plastic Gag scamped "CbS/MUERY 3.A. TX." Eor a~ interiar cornes ot tha
heraia described 63.~ko acre Y.ract;
THENGg 566°5Q'00"E a distance Cf 140.00 faet to a]./2" iron rod aet wi.th
plaa-ic cag atam}~ed "CASiMUERY S.A. `rX." for an interior corner of the
hereiq described 63.7i0 acre tract;
THSNCB N23•~O~CO"8 a dXstan~e of 42,50 ~eet to a 1J2" iron rod aet with
pEaatic cap atamped "COS/MUERY S-A- Tx." far a r.orthwegC cor~er of the
herein de~crib+sd 63.7E0 acre tract;
TN8D1C8 S66°54°00~~5 g distAnce af 315.44 feet to a 1/2" iran rad set with
plaskir cap stemped "C~5/MUSRY S.A. TX." in the said ea~t Line oP the
sforamantioaed 14.d26 acre tr~sct ~~d the seid weat line af the
aEarementioned 44.494 acre tract for a northeaat corner of the here~.n
described 63.?ZO acre tract;
page 3 Ot~ 4
22fi8-~ad
May 2x, 9004
341i Magic Dcive, San Antonio,Texas 782~4 Tel: ?]4-~Rl.1111 Fax: 210-58l-55i5
A&P TES715 C~HTRAL COb@AMY
(F/![/A CSHTRi~L PdWER 71t+ID S,Iti}~T CQmIPANY}
NV6CES BAY I~DPTBR PLRN'P 8IT8
i3U$C8R COQNT1Cr T8%AS
63.71G ACAB BOU~ASLY SZTR~YBY
THENCS aloag the said east line af ehe afoxementianed 14.026 acre tract
and che said w~st 7ine af ths sforemex~tioned 94.994 acre Cract,
S23°1~~+13~'W {Rec4rd - SZ3•4~'W1, gaesing a 1i2~' iron rod seC with plaatic
cag stamped '"CI]3/1'dCFERY S.A. Tx.x in the eaid nazth right-af-way li~ of
Che aforementioried Navigation ~oulevard at a di.atance of 960.6o feet, tt
tcCal diHtanca of 989.60 feet ta the QLAC~ OF Sgai7m~tSN(~ and coataining
53.71o acres of lartd, of which 0.129 of an aCre lies within tha limit5
of the afore~nti.aned Navigatzon Houlevard.
The bearing basis Eor this ~urvey is Grid Nrarth, Texas 5Cate Plane
Coordinate-5ystem, South Zone, NA~ 1983.
THS STATB DP TEXAS ]C
]( 14~tOfdN TO AI,L ]~EN BY TAF,88 PRSBFSI'x& s
COt7NTY OF BBXAR Y
i, Jotin T. Kub~la, a Registercd Prafes8ioaal Land 5urveyor, do heze.3~y
Ce.t.ify thdt the above fie~.d noCea were prepared u~ing inf4rmation
abtained by an on the ground aurvey made under my dirCCtinr, and
supervision in DeCe:~fber, 2041 Lhru March, 2U02, May, 20D3 and May, 2QO4.
Date~ day of {q,/.j/ , 2004, A'_A.
T_ K a].a
egietered Professional Land Surveyor
Na. 4505 - 9tate of Texas
............:...
,IbFN'F.1tL~JILA
:.e••45Q3..~ . •
Paga 4 OF }
2268.fnd
May 22. 3004
' 3411 DSagit Dati-e, SanAntonie,Trsos 78329 7'd: 21~_581-lttl Fas:2iD•5$]-55~5
EXHIBIT 8 {Cant'd)
SHEET 1 OF 1
~c,K oEsc. rw. a~ba
~ ~~ ~tp~101~+_7
1G1 144~7„YIIiE{£5..8KrJN0~'1.OWG
BFARi1G 8A515' GR~ NOK1N
~~ ~MIA IB8~.7, S~O~CNL ~~~~
~/wY 22, 200<
p.•ppkpTESS 1!R' NtON RpU SET
rNtH PusAC CwP siA-IPED
CDS/-Al1~A'I-Sk. 'T14'
fiNL~SS OTIiE111W5E NDTEO.
• - otaroiES uHMONt~tEti Panat.
P09 - OFNdfES AIAtE OF BEGp+tMflG.
-,~ - ~ENOTES FEMCE.
riE~tYtn~1G WlRrIQN OF
3QG.S6 KHES
VOL. 300. PG. S06
DA OF h.t.
NUEG~S CWt~lT'(
1iAVlGA7FON
DlSrRICT No. t SUkvEY
A-2eaz
!
i
.-----_ - ~~ = - = ~ ~ Nc~~
~ ~~~ ~~` r
_ ~~ ~ ° ~ ~ ~,Qo
1`
_„~e.~~~ ~ ~ ~
5`~° ( ~ ~
y~ ~\ ~
~ REUN~NC PGR~o~ 0~ ~ ~ T
2E6~.9.1 ~CPf3 ~ W
vU1_ tiA. PO. 579
- O~R. OF N.C, N
NUECES COUN7Y NAYIGA'fiON
OISTRlCT NQ. 1 SURvEY
h-- 2677
N
~
N6~S7'09'IM
187.59'
`~ NUECFS COUMY
~~ ~ISTRfG7 N0. 1¢ SUF
~ A-2689
~ Q' ~0~s.7s ,ucxeES `
Nh VOL.Q,R,~tlF M.C~
y ..c9~..~ 'Ffl
ea~o ~caES .~~~~~
'ifOG T~ S~ PG 3!0
OR. Oi Hfi•
r '~
~ ~
~ s~.~~o acr~s
NUECES BAY I „
~~~~s ~ ~ I ~t~,'s
~ Y
n~~ w
S5.l225 ~ClIfS I ~ ~ ~'.~
"MlCT }~ ~~° ~7~
VOI. 240. PC. 3gD
~.R. Oi N.C. ~
i
s~xo rTM . a ~ ~ ~
RIPARI?N PrZOPER'{Y ~
OW~ERS kIAP e~
vAl. 6. P0. i 3 I„
w-R. aF N.c, ~ 1
~~
~ l
'
~
k
~ , r~s~~o
ov
45 I.B4'1
1~ ~
~ ~l
~ f
~ ~ I
~
~ ~ I
I~ c
?~'
~ N23'tQ'00"E
I 1 i~ i '~
r- 42,5d
~
~~~
:~
s
j~d
60.
fi3_710 ACRE BQtJNOVIFtY SURVt'Y °' ~ ~- - ~ ~
l1EP 1F~S CEI~t~RAI. C~i+fP1WY n~ r
{~l~c/~ cEtlrwu.. ~ iwa tactir tx~~P~~Y} _ i"~ Isss~so•oa~e ~ r s~~so
NLJEL'~5 BAY PflWER PLM(~ SiTE = N~ iao.00' ~ 3 t s.
NIJECE5 WiJMY HIIVfQA710N D i S T R I C T H I ~. t S l 1 R Y~ Y. ~ z s ~
A-~67'1t !1'~2802 MID M-Z889 ~NOGD1'10`W I . M• ~
1~5 COtlN1Y. 7EXl~ ~ t5t.t~ ~ $ °~a, ~
~ ~ ~ N~~~
iSYF'••, "K' 1N CONC. ~
~~ ~ R~.~ N1 28.D94~E ~ q.o.w. i
e. -rercr z- g a.r~ a
p'a '(A~C~ 7• ~ 6 WI~ 47!
,1DMIT.KtBALn o" -nurrcwSD+r,R a ax
.. ............. . .... ~ ++o~ fi3~ C0. ~ cv
M68'41'30"W
~ ,-0 ~~S - : ?s3_oo' ~?n o.a. a i+.a_ r. ~ h~
C~~S/ S~cEs
Engix~esrir~g f~ Surveyizag
_. ,,,~,; ~~ • s~ +~M10r0. RY~S 'SSY . am->s~_+~~,
aoa zoo o ~oo aoo
SC1wE IN FEET
Exhibit C
Project Description
Topaz Power Group proposes to undertake a major capital redevelopment praject on the
site of the existing Nueces Bay Power Station on the Corpus Christi Ship Channel in the
City of Corpus Christi o~er a two-year periad between 2008 and 2010. The power plant
is currentiy owned and operateci by Topaz Power Graup, which is an Austiri, Texas-based
limited liability company owned by a subsidiary of Carlyle/Riverstone Global Energy
and Power Fund III, L.P.
The three existing power generating units at the Nueces Bay Power Station were built
between 1949 and i972. The oldest unit is expected to be demolished as part of the
proposed project. The combined cycle of the redeveloped units is expected to have a
total 692-MW capacity, which represents a net increase af 163 MW over the tota~
capacity of the current units. This project will provide electric power to the ERCOT
power grid serving areas outside the local region, will result in significant direct and
indirect lacal investment and job creatian and wi~l provide long term electric reliability
for the entire Nueces Co~nty region.
The redeveloped Nueces Bay units shall continue to be gas-fired power generation units.