HomeMy WebLinkAboutC2013-134 - 4/23/2013 - ApprovedCHAPTER 380
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
BETWEEN
CITY OF CORPUS CHRISTI, TEXAS
AND
voestalpine Texas LLC
(A LIMITED LIABILITY COMPANY)
AND
PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS
2013 -134
4123113
Res. 029802
voestalpine Texas LLC
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CHAPTER 38
ECONOMIC DEVELOPMENT INC AGREEMENT
This Chapter 380 Economic Development Incentive Agreement ( "Agreement ") is
entered into as of , 2013 between and among THE CITY
OF CORPUS CHRISTI, TEXAS ( "City "), a home rule city, voestalpine Texas LLC, a
Delaware limited liability company ( "Company "), and Port of Corpus Christi Authority of
Nueces County, Texas, a political subdivision of the State of Texas ( "Port").
RECITALS
WHEREAS, the Company desires to construct iron and steel (including the
processing of iron and steel) facilities potentially in multiple phases, the first phase of which
shall be a direct reduced iron ( "DRI ") plant for the production of hot briquetted iron ( "HBI")
with an estimated annual production of 2,000,000 tonnes (i.e. metric tons) within City's
extraterritorial jurisdiction and with regard to the construction of docks potentially within the
Corpus Christi City Limits on land owned by the Port ( "Project," described in Exhibit "A"
and Exhibit "B" attached hereto); and
WHEREAS, for the purposes of this Agreement, the Project includes all Project
property located within the Corpus Christi City Limits and /or within the City's extraterritorial
jurisdiction; 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 Corpus Christi City Council has adopted Resolution No.
authorizing the City to make certain economic development grants to the
Company in recognition of, conditioned upon and derived from the positive economic
benefits that will accrue to the City through their Project, with a capital investment by the
Company of up to $700,000,000 and the creation of up to 150 pull Time Jobs, all as more
particularly described in Exhibit "A" attached hereto; and
WHEREAS, the City has concluded and hereby finds that this Agreement promotes
economic development in the City's extraterritorial jurisdiction and within the City 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 the Company; 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
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Vaestalpine Chapter 380 3 -26.13
unemployment and underemployment through the production of new jobs, the attraction of
new businesses, and the additional revenue generated by the Project for the City; and
WHEREAS, the Port is a Party to this Agreement only for the purposes stated in
Section 4.2 of this Agreement; and
WHEREAS, in consideration of the capital investment in the development and
construction of the Project, which contributes to the City's economic development and will
create the Full Time Jobs associated with the Project, the City agrees to use such funds in
order to provide the Reimbursement Amount (as defined herein) to the Company directly in
the amount described in Article V of this Agreement; and
WHEREAS, the City may in the future annex the (entire) Project into the city limits
or establish an industrial district that includes the Project and both the City and the Company
wish to establish a procedure for these actions; and
WHEREAS, no City Tax, as defined herein, attributable to the Project for the Term of
the Agreement will be assessed by the City or due for the Project or collected by the City
until and unless an annexation of the (entire) Project has been completed pursuant to Section
45.051 et seq of the Texas Local Government Code, for any portion of the Term of this
Agreement that the Company is not bound by an industrial district agreement, as applicable
under this Agreement; 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 Company has agreed to comply with certain conditions to the
payment of those benefits;
NOW, THEREFORE, in consideration of the mutual benefits described in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the City and the Company agree as follows:
ARTICLE I
REPRESENTATIONS
1.1 Representations of the City, The City hereby represents to the Company 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.
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Voestalpine Chapter 380 3 -26 -13
(B) The City has the power, authority and legal right under the laws of the State of
Texas 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) does 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 that has not been obtained.
1.2 Representations of the Company. The Company hereby represents to the City that as
of the date hereof;
(A) The Company is duly authorized and existing and in good standing as a limited
liability company under the laws of Texas, and shall remain in good standing in Texas during
the Term of this Agreement.
(B) The Company 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, Iaw or regulation applicable to the Company, and (ii) does not constitute a
default under or result in the creation of, any lien, charge, encumbrance or security interest
upon any assets of the Company under any agreement or instrument to which the Company is
a party or by which the Company or its assets may be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered and constitutes
a legal, valid and binding obligation of the Company, 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.
1.3 Representations of the Port. The Port hereby represents to the Company that as of the
date hereof;
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Voestalpine Chapter 380 3 -26 -13
(A) The Port is a duly created and existing political subdivision of the State of
Texas under the laws of the State of Texas.
(B) The Port has the power, authority and legal right under the laws of the State of
Texas 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) does not constitute a default under, or result in the creation of any lien,
charge, encumbrance or security interest upon any assets of the Port under any agreement or
instrument to which the Port is a party or by which the Port or its assets may be bound or
affected.
(C) This Agreement has been duly authorized, executed and delivered by the Port and
constitutes a legal, valid and binding obligation of the Port, 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 Port do not
require the consent or approval of any person that has not been obtained.
ARTICLE II
DEFINITION
The recitals to this Agreement are hereby incorporated for all purposes. The terms,
"Agreement," "Chapter 3$0," "City," "the Company" and "Project" shall have the above
meanings, and the following words or phrases shall have the following meanings:
2.1 "Act of Default" or "Default" means failure to timely, fully, and completely comply with
one or more requirements, obligations, performance criteria, duties, terms, conditions or
warranties of this Agreement.
2.2 "Agreed Upon Payments" means (i) for land owned by the Company within the Project
Property, if any, one hundred percent (100 %) of the amount of ad valorem taxes based upon
the market value of said land which would otherwise be payable to the City by the Company
if said land were situated within the city limits of the City and (ii) for improvements within
the Project Property (excluding personal property and inventory), sixty percent (60 %) of the
amount of ad valorem taxes which would otherwise be payable to the City by the Company if
said improvements were situated on land within the city limits of the City. "Improvements"
shall be as defined in Section 1.04(3) of the Texas Tax Code, and shall also include storage
facilities, structures, or equipment erected on or affixed to the land, regardless of the land
ownership, and pipelines on, under, or across the land which are owned by the Company.
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Voestaipine Chapter 380 3 -26 -13
2.3 "City Tax Revenues" means i) revenues from fees, sales tax, and City ad valorem taxes
attributable to the Project for the Term of the Agreement, collected by the City in each Fiscal
Year after an annexation of the Project has been completed pursuant to Section 45.051 et seq
of the Texas Local Government Code, and /or ii) with respect to the dock, cranes and related
equipment constituting a part of the Project described in Exhibit "B" hereto (the "Dock ") as
well as any additional docks erected during the Term, any revenues from fees, sales tax, and
the City ad valorem taxes attributable to the Dock and any additional docks for the Term of
this Agreement collected by the City in each Fiscal Year (collectively, "City Tax "),
regardless of annexation, should the Dock and/or any additional docks be owned by the
Company, for any portion of the Term of this Agreement that the Company is not bound by
an industrial district agreement, as applicable under this Agreement.
2.4 "Commence Construction" means (i) to commence the work of constructing the
improvements or features with all approvals thereof and permits required by applicable
governmental authorities obtained as necessary to begin construction; and (ii) onsite
construction of the site development components (such as drainage, extensive grading or
utilities) is underway and being pursued for the Project.
2.5 "Completion" or "Complete" means the date no later than December 31, 2016, subject to
extension upon approval by the City or for Force Majeure and delay due to obtaining required
permits, that the Company has made and evidenced the fulfillment of at least 85% of the
Investment Requirement and at least 85% of the Job Requirement for the Project.
2.6 "Compliance" means timely, fully and completely performing or meeting each and every
term, requirement, obligation, performance criteria, duty, condition or warranty as stated in
this Agreement.
2.7 "Effective Date" means the first date by which this Agreement has been signed by all of
the parties hereto.
2.8 "Federal Bankruptcy Code" means Title 11, United States Code, as amended, and any
successor statute.
2.9 "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 st and ends on the next succeeding July 31 st.
2.10 "Force Majeure" means any act that (a) materially and adversely affects the affected
Party's ability to perform the relevant obligations under this Agreement or delays such
affected Party's ability to do so, (b) is beyond the reasonable control of the affected Party, (c)
is not due to the affected Party's negligence or willful misconduct and (d) could not be
avoided by the Parry who suffers it by the exercise of commercially reasonable efforts
(provided that such commercially reasonable efforts shall not require such Party to expend a
material amount of money to avoid the act giving rise to a Force Majeure). Subject to the
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Voestalpine Chapter 380 3 -26 -13
satisfaction of the conditions set forth in (a) through (d) above, Force Majeure shall include
but not be limited to: (i) natural phenomena, such as storms, hurricanes, floods, lightning and
earthquakes; (ii) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and
threats of sabotage or terrorism; (iii) transportation disruption, whether by ocean, rail, land or
air; (iv) strikes or other labor disputes that are not due to the breach of any labor agreement
by the affected Party; (v) fires; (vi) the unavailability of necessary and essential equipment
and supplies; (vii) a breach by the City of this Agreement or any other actions, omissions of
or delays by a Governmental Authority (including the actions of City in its capacity as a
Governmental Authority) that were not voluntarily induced or promoted by the affected
Party, or brought about by the breach or noncompliance by the affected Party of its
obligations under this Agreement or any applicable law; and (viii) failure of the other Party to
perform any of its obligations under this Agreement within the time or by the date required
pursuant to the terms of this Agreement for the performance thereof; provided, however, that
under no circumstances shall Force Majeure include any of the following events: (A)
economic hardship; (B) changes in market condition; or (C) weather conditions which could
be anticipated by experienced contractors operating at the relevant location and exercising
commercially reasonable business judgment.
2.11 "Full Time Jobs" means jobs providing a regular work schedule of at least 35 hours per
week, which term shall include full -time positions of any third party operator or contractor or
of any subsidiary or affiliate located at the Project.
2.12 "Insolvent" means failure to timely pay debts in the ordinary course of business. or
failure to pay all debts when and as they become due, or insolvent within the meaning of the
Federal Bankruptcy Code.
2.13 "Investment Requirement" means an investment of capital in the Project by the
Company or any subsidiary or affiliate of up to Seven Hundred Million dollars
($700,000,000), as described in Exhibit A and B hereto. For the Project, any investment
denominated in euros will use an exchange rate of 1.35 US dollars to one euro. The Company
must provide documents evidencing the investment by the Company or any subsidiary or
affiliate provided in the course of the Project pursuant to Article 8 herein.
2.14 "Job Requirement" means the creation of up to 150 Full time Jobs for the Project. Any
third party operator or contractor or any subsidiary or ,affiliate fulfilling this Job Requirement
shall be subject to the requirements of Sections 4.5 and 6.10 herein. The Company must
provide documents from any third party operator or contractor or any subsidiary or affiliate
fulfilling any part of this Job Requirement evidencing all jobs and employment created as a
result of the Project, pursuant to Article 8 herein.
2.15 "Property" means the real property on which the Project will be built, including all
improvements and equipment thereon, as may change from time to time, as described in
Exhibit "B" attached hereto.
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Voestaipine Chapter 380 3 -26 -I3
2.16 "Reimbursement Amount' ' or "Reimbursement" shall mean the portion of the City Tax
Revenues and/or Agreed Upon Payments, which, with respect to the Dock as well as any
additional docks erected during the Term, includes only the M &O portion of the City ad
valorem taxes and does not include fees or Sales Tax Revenues, that the City agrees to
reimburse to the Company according to the table set forth in section 5.3 during the Term of
the Agreement if the Company satisfies the conditions of this Agreement.
2.17 "Resident of the City" or "City Resident" means a person that resided in the Corpus
Christi Metropolitan Statistical Area (San Patricio County, Nueces County, and Aransas
County) ( "MSA "), as stated on that person's application to the Company for employment,
prior to January I" of the year that production for the Project begins, which is when
commercial production of a product or provision of a service is achieved at the facility.
2.18 "Sales Tax Revenues" means all revenues attributable to the Dock and/or any additional
docks erected during the Term of the Agreement and collected by City from the imposition
by City of a municipal sales and use tax at a rate of one percent (1 %) pursuant to Section
321.101(a) and Section 321.103, Texas Tax Code, as amended, or any successor statute;
provided, however, that if City ever elects to impose a sales and use tax at a rate other than
one percent, then, instead of being based on a sales and use tax at a rate of 1 %, Sales Tax
Revenues shall be computed on the actual sales and use tax rate imposed by the City. If the
sales and use tax of the City are wholly or partially replaced by the City, then revenues from
the replacement tax will be deemed to be sales and use tax revenues received by the City for
purposes of calculating Sales Tax Revenues under this Agreement.
2.19 "Term" means the period defined in Article III of this Agreement.
ARTICLE III
TERM
The term of this Agreement (the "Term ") will begin on the Effective Date, as defined
in Section 2.7 herein, and shall continue until the end of the year 2033.
ARTICLE IV
THE COMPANY REQUI REMENTS
4.1 Requirement to Complete Project The Company shall provide reasonable evidence
that they have satisfied the Investment Requirement and the Job Requirement required for
Completion of the Project. Should the Company Commence the Project but fail Completion
by December 31, 2018 or the Project is considered abandoned, the City shall have the option
to terminate this Agreement.
4.2 Annexation by Cit y or Industrial District Agreement: If, during the Term of this
Agreement, the City proposes to amend its annexation plan to include the land on which the
Project is located, the City shall notify the Company in writing no later than one week before
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Voestalpine Chapter 380 3 -26 -13
such proposal is first placed on the Corpus Christi City Council's Agenda, whether as a
closed session or open session. item. Additionally, if applicable, the City shall give the
Company all notice required under Sections 43.052, 43.0561 and 43.0562 of the Texas Local
Government Code.
No later than twenty (20) days after the earliest date such notification is received by the
Company, the Company may give the City written notification of the Company's request to
have the Project placed in an industrial district and be bound by the terms of an industrial
district agreement with the City pursuant to Section 42.044 of the Texas Local Government
Code, approval of which request will not be withheld by the City. The City agrees to exclude
the land on which the Project is located from any proposed amended annexation plan upon
receiving the Company's said written notice. Such industrial district agreement, if any, shall
be entered into with the City no later than three (3) years and thirty one (3 1) days - (the
period of time within which the City must complete an annexation pursuant to Section 43.052
of the Texas Local Government Code as may be amended from time to time) - before the date
of termination of this Agreement (the "Execution Deadline ") and will be effective as of the
day following the date of termination of this Agreement. If the Company and the Port do not
sign such industrial district agreement before the Execution Deadline, pursuant to this Section
4.2, the City may proceed with all procedures necessary to annex the Project.
If the Company requests that the Project be placed in an industrial district pursuant to the
preceding paragraph, the Port agrees that it will execute the resulting industrial district
agreement as the landowner of the land on which the Project is located pursuant to Section
42.044 of the Texas Local Government Code, if it owns the land on which the Project is
located at that time.
If, under any circumstance, the Company and the Port are parties to an industrial district
agreement with the City effective during the Term of this Agreement, the Company shall not
be required to make any payments pursuant to any such industrial district agreement during
the Term of this Agreement. Notwithstanding, however, that the Company shall be required
to make the Agreed Upon Payments as stated in Section 5.3 herein.
4.3 Project General Re uirements: The Company shall pay, or cause third parties to pay,
all engineering, planning, accounting, architectural, Iegal 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 subject to a substantiated dispute of
any such costs by the Company. The City shall not be responsible for any of such costs. The
Company 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 Company
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
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Voestalpine Chapter 380 3 -26 -13
the City under this Agreement. Upon Completion of the Project and during the term of this
Agreement, the Company shall maintain the property, improvements and premises in a
commercially reasonable manner, comparable to the maintenance of similar facilities; and
shall timely pay all taxes assessed against the Property.
4.4 Commencement of the Project. Subject to Section 4.1 herein, subject to acquiring the
Property through sale or lease, obtaining financing for the construction of the Project, and the
compliance of the City with the terms of this Agreement, if the Company Commences
Construction of the Project no later than nine (9) months after obtaining all required permits,
the City agrees to pay the Reimbursement Amount as stated in this Agreement. The Company
is required to inform the City in writing of the Construction Commencement date, as that
term is defined in Section 2.3 herein. If the Company has not Commenced Construction
pursuant to this Section, the City has the option to terminate this Agreement.
4.5 Use of Local Resources
(A) The Company shall make Reasonable Efforts to fill construction jobs and Full
Time Jobs with Residents of the Corpus Christi MSA. "Reasonable Efforts" shall be defined
as: (i) the Company shall publish job fair schedules and, to the extent practicable, job
postings in the San Patricio Publishing County and Corpus Christi area newspapers; and (ii)
the Company shall establish an official web site which will be the official means of informing
Corpus Christi MSA Residents of employment opportunities. The website will provide a link
to the Texas Workforce Commission's website; and (iii) at least fourteen (14) days prior to
the filling of such positions, the Company shall post on its official web site the availability of
such positions to inform residents of the City of the employment opportunities. The Company
is not required to post the availability of any position once that position has been filled by a
Resident of the Corpus Christi MSA.
(B) To the extent practicable, the Company shall also give priority to the use of
suppliers from the Corpus Christi MSA for construction materials and supplies. The
Company shall, to the extent practicable, publish its requirements for goods and services of
significant value on its official web site. The Company shall not, however, be required to use
goods and services provided by resident suppliers from the Corpus Christi MSA that are not
(i) of equivalent quality, functionality, and compatibility to those provided by nonresident
suppliers or (ii) made available on terms, conditions and price comparable to those offered by
nonresident suppliers.
(C) The Company and/or its construction contractor, if any, shall designate a
coordinator of local services who will act as a liaison between any individuals, businesses
and contractors residing or doing business in the Corpus Christi MSA who are interested in
obtaining information about providing goods or services related to the construction of the
project.
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(D) Health Insurance. To qualify for this incentive, the Company shall certify that it
has offered a health insurance program for its employees having Full Time Jobs.
4.6 The Company agrees that, without express written approval of the City, the Company
may not deed any part of the Project equipment or manufacturing facilities to a tax exempt
entity or public entity.
.ARTICLE V
PROJECT FUNDING
5.1 Project Financing: Reimbursement Amount On or before the later of March 1 of
each year or upon final determination of property values by the San Patricio County
Appraisal District for Project property located outside of the Corpus Christi city limits and/or
by the Nueces County Appraisal District for Project property located within the Corpus
Christi city limits, as applicable, pursuant to Section 25. 17 of the Texas Tax Code, during the
term of this Agreement, Company shall provide to the City a written statement of its opinion
of the market value, sworn to by an official of the Company authorized to do the same.
During the Term of this Agreement, the City shall determine annually the amount of the City
Tax Revenues and/or Agreed Upon Payments the City is entitled to collect from Company
attributable to the Project (less the value of the real property owned by the Port of Corpus
Christi and not taxable) in cooperation with the Company pursuant to Section 4.2 hereof.
The City shall determine the Reimbursement Amount, as defined herein, that should be
reimbursed from City Tax paid and/or Agreed Upon Payments, subject to the Company's
Commencement of the Project for the Term of this Agreement, in the percentages stated in
the table below in Section 5.3 herein. The City shall maintain complete books and records
showing deposits to and disbursements regarding the City Tax and/or Agreed Upon Payments
pertaining to the Project, which books and records shall be deemed complete if kept in
accordance with generally accepted accounting principles. Such books and records shall be
available for examination by the duly authorized officers or agents of the Company during
normal business hours upon request made not less than five (5) 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.
5.2 City Commitment. Pursuant to its authority under Chapter 380, the City hereby agrees
to pay the Reimbursement Amount to the Company pursuant to Section 5.3 herein. The City
Commitment will begin on January 1 of the calendar year in which Construction Commences
for the Project but not to begin before the year 2014, and will continue through and until the
end of the Term of this Agreement. The City agrees that it will pay the Reimbursement
Amount during the Term of this Agreement, as an unconditional obligation of the City, if the
Project is Commenced as required herein.
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5.3 Reimbursement Amounts to be Paid by City to the Company The Company shall
provide the City evidence of any City Taxes paid and/or Agreed Upon Payments no later than
March 1st of each year, stating the Company's figures attributable to the Property (which
shall not include Port owned property) and the corresponding amount of City Tax Revenues
and Agreed Upon Payments. Within Sixty (60) days of receiving written request from the
Company, accompanied by all reasonable supporting documentation from the Company that
it has fully complied with its performance requirements, subject to the satisfaction of the
Company's Commitments under Article IV herein and the Company's timely and full
compliance with all applicable terms and conditions contained in this Agreement, City shall
pay to the Company the applicable Reimbursement Amount attributable to the Project based
on the percentages stated in the table below for the applicable City Tax Revenues and Agreed
Upon Payments collected by City on the Property, subject to the limitations set forth herein.
Provided, however, that for each year in which the Reimbursement Amount. is 100% of the
Agreed Upon Payments paid, the Parties agree that to the extent that the Company provides,
at least thirty (30) days before such payments become due, all reasonable supporting
documentation from the Company that it has fully complied with its performance
requirements, subject to the satisfaction of the Company's Commitments under Article IV
herein and the Company's timely and full compliance with all applicable terms and
conditions contained in this Agreement, the Agreed Upon Payments payable and the
Reimbursement Amount payable hereunder shall be offset so that no funds are transferred
between the Parties.
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Payment of Reimbursement Amounts during the Term
The first year of the table below begins on January 1 of the calendar year in which
Construction Commences for the Project but not to begin before the year 2014.
Year
City Tax Revenues Reimbursement
Amount
Agreed Upon Payments
Reimbursement Amount
2014
100%
100%
2015
100%
100%
2016
100%
100%
2017
100%
100%
2018
100%
100%
2019
100%
100%
2020
100%
100%
2021
100%
100%
2022
100%
100%
2023
100%
100%
2024
100%
100%
2025
100%
100%
2026
100%
100%
2027
100%
100%
2028
100%
100%
2029
100%
100%
2030
100%
100%
2031
100%
66%
2032
100%
33%
2033
100%
0%
5.4 Tax Treatment of Reimbursement The City agrees that the City Tax Revenue and
Agreed Upon Payment reimbursements are being made as a material inducement to the
Company to locate the Project in the City limits and/or the City's extraterritorial jurisdiction.
The City has been informed that the Company may characterize the reimbursements as a
contribution to capital under Section 118(a) of the Internal Revenue Code of 1986, as
amended, inasmuch as the Company intends that the reimbursements (i) will become a part of
the Company's capital structure, (ii) is not compensation to the Company for any goods or
services provided to the City by the Company, (iii) have been bargained for between the
Company and the City, (iv) result in a benefit to the Company, and (v) will contribute to the
production of additional income. The City acquiesces in such characterization, but shall incur
no liability whatsoever if the City's reimbursements are not so characterized by the Internal
Revenue Service or other relevant entity.
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ARTICLE VI
COVENANTS, WARRANTIES. OBLIGATIONS AND DUTIES
OF THE COMPANY
If the Company shall have made intentionally any false or substantially misleading statement
herein or failed to timely and fully perform as required in this Agreement, such shall be an
Act of Default by the Company, subject to Section 9.1 herein. Failure to comply with any one
covenant or warranty shall constitute an Act of Default by the Company, subject to Section
9.1 herein. The Company, as of the Effective Date, makes the following covenants and
warranties to City, and agrees to timely and fully perform the following obligations and
duties.
6.1 Litigation No litigation or governmental proceeding is pending or, to the knowledge
of the Company or their officers, threatened against or affecting the Company or the Property
that may result, in the sole judgment of the Company, in any material adverse change in the
Company's business, properties or operation.
6.2 Untrue Statements To the best of their knowledge, no certificate or statement
delivered by the Company to City in connection herewith, or in connection with any
transaction contemplated hereby, contains any untrue statement or fails to state any fact
necessary to keep the statements contained therein from being misleading except those which
have been replaced by subsequent certificates or statements heretofore given to the City in
substitution.
6.3 Bankruptcy There are no bankruptcy proceedings or other proceedings currently
pending or contemplated, and the Company has not been informed of any potential
involuntary bankruptcy proceedings.
6.4 Licenses and Authority. To the best of their knowledge, the Company has acquired or
is in the process of acquiring and maintained all necessary rights, licenses, permits and
authority to carry on their respective businesses in the City, the City's extraterritorial
jurisdiction and/or San Patricio City, Texas, and will continue to use commercially
reasonable efforts to maintain all necessary rights, licenses, permits and authority.
6.5 Pa ent of Taxes. The Company shall timely pay all taxes due and owing by them to
all taxing authorities having jurisdiction. In addition, the Company shall timely pay all
employment, income, franchise, and all other taxes hereafter to become due and owing by
them, respectively, to all local, state, and federal entities subject, however to their right to
contest the same in a lawful manner.
6.6 Timely Completion. The Company acknowledges and agrees that if it fails to
Complete the Project within the time periods herein provided, the City has the right to
terminate this Agreement as herein provided.
Page 14 of 32
Voestalpine Chapter 380 3 -26-13
6.7 Ownership Changes The Company shall notify City in writing of any changes in
ownership of any part of the Project or of the Company within seven (7) days after the
Company's knowledge thereof.
6.8 Succession of Ownership No change of ownership or management of any part of the
Project and/or a change of ownership or management of the Company shall abate, waive,
terminate or in any way relieve the Company of their respective obligations herein.
6.9 Non - discrimination The Company agrees that, as to all of the programs and activities
arising out of this Agreement, it will not discriminate against any person on the basis of race,
color, national origin, sex, or by reason of being disabled.
6.10 Emplo3ment of Undocumented Workers. The Company does not and agrees that it
will not knowingly employ an undocumented worker. If, after receiving Reimbursement
Amount payments, the Company is convicted of a violation under 8 U.S.C. Section
1324a(f),the Company shall repay the Reimbursement Amount payments, with interest at the
Wall Street Journal Prime Rate, not later than the 120 day after the date the Company has
been notified of the violation.
ARTICLE VIIC
SUSPENSIONS/TERMINATION
Subject to the terms of Article V herein and to the extent the City Tax and/or Agreed Upon
Payments are not paid upon the following events, City, under the following circumstances,
and at its sole discretion, may temporarily suspend making Reimbursement Amount
payments under this Agreement and/or terminate this Agreement, without liability to the
Company, and all future payment obligations shall automatically cease:
7.1 Receive The appointment of a receiver for the Company, or of all or any substantial
part of its property, and the failure of such receiver to be discharged within sixty (60) days
thereafter.
7.2 Bankruptcy The adjudication of the Company as a bankrupt under chapter 7 of the
Federal Bankruptcy Code.
7.3 BgpkWtcy Petition. The filing by the Company of a petition or an answer seeking
chapter 7 bankruptcy under the Federal Bankruptcy Code.
7.4 Failure to Comply with Audit Requirements The failure of the Company to
reasonably cooperate with the City in the monitoring process described in Article VIII below.
Page 15 of 32
Voestalpine Chapter 380 3 -26 -13
ARTICLE VIII
REPORTING AND AUDITING
8.1 Audit by the CLty. The City may audit the Company's records relative to compliance
with the Investment Requirement and the Jobs Requirement to determine their compliance
with the terms of this Agreement. This audit will be done by the City or its designee on an
annual basis. The Company shall provide the City an annual report, no later than March 1 st
of each year, stating the corresponding amount of annual capital investment (until the
Investment Requirement has been fulfilled), annual payroll, and number of Full Time Jobs
created and retained.
8.2 Access to Records / Right to Audit The Company, during normal business hours and
after having after providing three working days prior written notice, shall allow City or its
designee reasonable access to its records and books and all other relevant records relative to
compliance with the Investment Requirement and the Jobs Requirement but the
confidentiality of such records and information shall be maintained by City unless disclosure
of such records and information shall be required by a court order, a lawfully issued
subpoena, or at the direction of the Office of the Texas Attorney General.
ARTICLE IX
DEFAULT
9.1 Default Subject to Force Majeure and any consent given under Section 9.2 or
variance granted under Section 11.14, should the Company fail to timely, fully and
completely keep or perform any one or more of the covenants or warranties made by the
Company in this Agreement (but excluding achieving satisfaction of any condition to the
Company's right to receive Reimbursement Amount payments under this Agreement), such
failure to perform shall be an Act of Default by the Company and, if not cured and corrected
within ninety (90) days after written notice to do so or by express waiver by the City, the City
has the option to reduce the Reimbursement Amount, suspend payment of the
Reimbursement Amount for one year, or terminate this Agreement and cease malting any
further Reimbursement Amount payments which have not been earned by performance by the
Company thereto fore. The Company shall be liable to City for any actual proven damages
sustained by the City as a result of said Act of Default by the Company under this
Agreement, subject to the provisions of Section 11.16.
9.2 Consent and Excuse In the event of unforeseeable third party delays which are not
Force Majeure and upon a reasonable showing by the Company that it has immediately and
in good faith commenced and is diligently and continuously pursuing the correction, removal
or abatement of such delays by using commercially reasonable efforts, the City may consent
to and excuse any such delays, which consent and excuse shall not be unreasonably withheld.
Page 16 of 32
Voestalpine Chapter 380 3 -26 -13
9.3 City Delay Any delay for any amount of time by City in providing notice of Default
to the Company hereunder, shall in no event be deemed or constitute a waiver of such Default
by City of any of its rights and remedies available in law or in equity.
9.4 City Waiver Any waiver granted by City to the Company of an Act of Default shall
not be deemed or constitute a waiver of any other existing or future Act of Default by the
Company or of a subsequent Act of Default of the same act or event by the Company.
ARTICLE X
CITY'S LIABILITY MUTATIONS
Should City fail to timely, fully and completely comply with any one or more of the
requirements, obligations, duties, terms, conditions or warranties of this Agreement, such
failure shall be an Act of Default by City and City shall have sixty (60) days to cure and
remove the Default after receipt of written notice to do so from the Company.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Permitting Subject to the Company's complying with all applicable laws, City agrees
to cooperate with the Company to expeditiously process permits required for the Project to be
in a state of Completion.
11.2 Attorneys' Fees. If any legal action or proceeding is commenced between City and the
Company based on this Agreement, the prevailing party in the legal action will be entitled to
recover its reasonable attorneys' fees and expenses incurred by reason of such action, to the
extent allowed by law.
11.3 Binding Effect This Agreement will be binding on and inure to the benefit of the
parties and their respective successors and assigns.
11.4 Assignment Except as provided below, the Company may not assign all or part of its
rights and obligations under this Agreement to a third party without prior written approval of
City, which approval will not be unreasonably withheld or delayed. The City agrees,
however, that the Company may assign in whole or in part its rights and obligations under
this Agreement or with respect to all or any part of the Project to any affiliate, subsidiary,
related company, partnership or joint venture, as long as the assignee controls, is controlled
by, or is under common control with the Company; or to a third party lender advancing funds
for the acquisition of all or any part of the Property or for the construction or operation of the
Project. The City expressly consents to any assignment described in the preceding sentence,
and agrees that no further consent of City to such an assignment will be required. The
Company agrees to provide City with written notice of any such assignment.
Page 17 of 32
Voestalpine Chapter 380 3 -26 -13
11.5 Termination if the Company elects not to proceed with the Project as contemplated
by this Agreement, the Company will notify City hi writing, and this Agreement and the
obligations of both parties will be deemed terminated and of no further force or effect as of
the date of such notice. Additionally, at any time during the Term following the Completion
of the Project, the Company may elect to terminate this Agreement as to any or all parts of
the Project which have not been completed and placed in service, by giving the City written
notice thereof specifying the part or parts of the Project to which the notice of termination
relates. Following the giving of said notice, this Agreement shall terminate and be of no
further force or effect as to the part or parts of the Project designated in said notice of
termination and all parties shall be fully released of any further obligations under this
Agreement relating to said designated part or parts of the Project.
11.6 Notice Any notice or other communication ( "Notice ") given under this Agreement
must be in writing, and may be given: (i) by depositing the Notice in the United States Mail,
postage paid, certified, and addressed to the party to be notified with return receipt requested;
(ii) by personal delivery of the Notice to the party, or an agent of the party; or (iii) by
confirmed facsimile, provided that a copy of the Notice is also given in one of the manners
specified in (i) or (ii). Notice deposited in the mail in the manner specified will be effective
two (2) days after deposit. Notice given in any other manner will be effective only if and
when received by the party to be notified. For the purposes of Notice, the addresses of the
parties will, until changed as provided below, be as follows:
Company: voestalpine Texas LLC
Attention: Mr. Bernhard Schlattl (CEO)
Suite No. 1600, South Tower
800 North Shoreline Boulevard
Corpus Christi, Texas 78401
with a copy to: Company Secretary of voestalpine Texas LLC
Suite No. 1600, South Tower
800 North Shoreline Boulevard
Corpus Christi, Texas 78401
City: City of Corpus Christi
Attn.: City Manager
P.O. Box. 9277
Corpus Christi, Texas 78469 -9277
Ph. (361) 826 -3220
Facsimile: (361) 826 -3839
with a copy to: City Attorney
P.O. Box 9277
Corpus Christi, Texas 78469 -9277
Ph. (361) 826 -3360
Page 18 of 32
Voestalpine Chapter 380 3 -26 -I3
Facsimile: (361) 826 -3239
Port: Port of Corpus Christi Authority
Attn.: Executive Director
222 Power Street
Corpus Christi, Texas 78401
Ph: (361) 882 -5633
Facsimile: (361) 881 -5171
with a copy to: Leo James Welder, Jr.
Welder Leshin, LP
800 N. Shoreline, Ste. 30ON
Corpus Christi, Texas 78401
Ph. (361) 561 -8000
Facsimile: (361) 561 -8001
Any party may designate a different address at any time by giving Notice to the other party.
11.7 Intemretation Each of the parties has been represented by counsel of their choosing in
the negotiation and preparation of this Agreement. In the event of any dispute regarding the
interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and
neither more strongly for nor against any party based on draftsmanship.
11.8 Relationship of the Parties. This Agreement will not be construed as establishing a
partnership or joint venture, joint enterprise, express or implied agency, or employer -
employee relationship between the parties. Neither City nor its past, present or future officers,
elected officials, employees or agents assume any responsibility or liability to any third party
in connection with the development of the Project or the design, construction or operation of
any portion of the Project.
11.9 Severabilit . If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, it is the intention of the parties that the remainder
of this Agreement not be affected and it is also the intention of the parties that, in lieu of each
provision that is found to be illegal, invalid or unenforceable, a provision be added to this
Agreement which is Iegal, valid or enforceable and is as similar in terms as possible to the
provision found to be illegal, invalid or unenforceable.
11.10 Paragraph Headings, Etc The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the paragraphs.
11.11 No Third Party Beneficiaries This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
Page 19 of 32
Voestalpine Chapter 380 3 -26 -I3
11.12 Counterparts This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which will constitute one
and the same instrument. A facsimile signature will be deemed to be an original signature for
all purposes.
11.13 Exhibits The following exhibits are attached to and incorporated into this Agreement
for all purposes, as if they were set forth herein in their entirety:
Exhibit "A:" Project Description
Exhibit "B:" Property Description
11.14 Variances. The City, in its sole discretion, may grant and approve variances to the
Company from the performance criteria and development standards described herein upon
application in writing therefore by the Company.
11.15 Balance Owed under the Agreement The total amount of money awarded in an
adjudication brought against City for breach of this Agreement is limited to the following: (i)
the balance then due and owed by City under the Agreement plus any balance which may
become due by City during the remaining term of the Agreement, including any amendments
thereto; (ii) interest as allowed by law; and (iii) attorney's fees as allowed by law.
The Company's liability hereunder shall be limited and capped with any amounts that the
Company has been reimbursed for which they were not entitled to be reimbursed.
11.16 Damages not included Damages awarded in an adjudication brought against City or
the Company arising under the Agreement, including any amendments thereto, may not
include: (i) consequential damages, except as expressly allowed under Section 11.15 above;
(ii) exemplary damages; or (iii) damages for unabsorbed home office overhead.
.ARTICLE XII
GENERAL TERMS
12.1 Entire Agreement This Agreement embodies the complete Agreement of the parties
hereto, superseding all oral or written, previous and contemporary, agreements between the
parties relating to matters in this agreement; and, except as otherwise provided herein, this
Agreement cannot be modified or amended without a written agreement of the parties.
12.2 Law This Agreement is subject to all legal requirements of Texas and all other
applicable County, State and Federal laws, and the Company agrees that it will promptly
comply with all such applicable laws, regulations, orders and rules of the State, County and
other applicable governmental agencies. This Agreement shall be governed by and construed
in accordance with the laws and court decisions of the State of Texas without regard,
however, to the conflicts of laws provisions of Texas law.
Page 20 of 32
Voestalpine Chapter 380 3 -26 -I3
12.3 Venue Venue for any legal action related to this Agreement is in Nueces County,
Texas.
12.4 Confidential City, its officers and employees, and its agents or contractors retained to
perform economic development services for City, shall treat as confidential the financial
statements and information together with any proprietary information delivered by the
Company or its respective representatives to City and its representatives and shall not release
such information to the public, unless required by law or court order. City shall immediately
notify the Company of requests or court orders to release such information.
[Remainder of page intentionally left blank]
Page 21 of 32
Voestaipine Chapter 380 3 -26 -13
EXECUTED to be effective as of this day of
voestalpine Texas LLC
2013
I3-
Signed on this day of Ys L 2013
TWnhard Se lattl (CEO) Mr. Erich Pizzera (CTO)
CITY OF CORPUS CHRISTI, TEXASC�
Signed on this a
gn day of 2013
ATTEST:
C
�,m
Armando Chapa, { Ronald L. O o
City Secretary Cnty Manager
PORT OF CORPUS CHRISTI AUTHORITY
Signed on this day of
ATTEST:
01 44, �V - a , (NAME), 60� n� �,e
(TITLE)
2013
PORT OF CORPUS CHRISTI AUTHORITY
John LalKe
Executive Director
Page 22 of 32
Voestalpine Chapter 380 3 -26 -13
EXIMI<T A
Project Description
voestalpine plans to construct iron and steel (including the processing of iron and steel)
facilities potentially in multiple phases, the first phase of which shall be a direct reduced iron
( "DRI ") plant for the production of hot briquetted iron ( "HBI') with an estimated annual
production of 2,000,000 tonnes, with a capital investment of up to $700,000,000 and the
creation of up to 150 jobs.
The total investment of up to $700,000,000 will be comprised of approximately $40,000,000
for the construction of buildings and $660,000,000 for the costs of machinery, equipment, the
erection of the dock and its equipment and construction services. Of the $660,000,000 for the
costs of machinery, equipment and construction services, $55,000,000 is expected to be spent
on pollution reduction equipment.
The DRI/HBI plant covers an area of 82 acres for Phase I as set forth in the below layout.
Approximately 14,000 tonnes of structural steel, 10,000 tonnes of mechanical equipment, 1.6
million W of reinforced concrete and 540,000 ft' of road surface will be constructed and
installed. The reduction of the iron ore takes place in a 400 foot high DRI- tower, which holds
an 800 tonnes reactor vessel. Depending on the chosen technology, a 300 foot long and 30
foot wide natural gas reformer is required. Further, up to 31 buildings with a total floor space
of approximately 400,000 ft' will be constructed. Handling the in -bound and out -bound
materials requires the construction of a 1,030 foot long and 100 foot wide high - performance
dock with two unloading cranes and one ship loader (see Exhibit B for the East Dock). The
equipment is designed to handle 3.0 million tonnes of iron ore pellets and 2.0 million tonnes
of HBI annually.
DRI is produced from direct reduction of iron pellets (approximately 3,000,000 tonnes p.a,
brought in per ship) by a reducing gas produced from natural gas. The high iron content and
other favorable metallurgical properties make DRI an excellent high quality feedstock for
electric are furnaces and other steelmaking processes. For easing transportation and handling,
the pellet -sized DRI is briquetted/compacted into palm -sized HBI.
A part of the plant's production output will be transported to Europe per ship as a feedstock
for voestalpine's blast and blast oxygen furnaces. This allows voestalpine to 1) boost crude
steel production, 2) substitute coke, scrap and other raw materials, and 3) lower voestalpine's
carbon footprint due to the use of natural gas instead of coke.
The remaining capacity will be made available to the market, preferably to long -term
customers.
Included in this Project is the Dock that may be owned by the Company or an entity other
than the Company.
Page 23 of 32
Voestalpine Chapter 380 3 -26 -13
During the Term of this Agreement additional iron and steel (including the processing of iron
and steel) facilities as well as docks (see Exhibit B for the West Dock) may be built by the
Company on the Property.
Page 24 of 32
Voestalpinie Chapter 380 3 -2b -13
Exhibit B
Property Description
Metes and Bounds of the 475.52 -Acre Plant Site
FIELD NOTES to describe the boundary of a 475.52 -acre tract of land out of a called
930.28 -acre tract known as Tract II in "Exhibit A ", said 930.28 -acre tract being a portion of a
called 1089.34 -acre tract described in a deed to the Port of Corpus Christi Authority of
Nueces County, Texas as recorded in Document No. 1998005467, Official Records, Nueces
County, Texas and being out of a called 2496.66 -acre tract as recorded in Volume 458, Page
469, Deed Records, San Patricio County, Texas also being out of portions of the T.T.
Williamson Surveys, Abstract 286, Abstract 287, Abstract 288, and Abstract 289, and the J.
Gerraghty Survey, Abstract 139, all being in San Patricio County, Texas, said 475.52 -acre
tract being more particularly described by metes and bounds as follows;
COMMENCING at a I" iron pipe found on the north line of said 930.28 -acre tract for the
southwest corner of Tract III in "Exhibit A" of said 1089.34 -acre tract and for an interior
corner of said 1089.34 -acre tract, said I" iron pipe having Texas State Plane Coordinates of
X= 1377726.63 and Y= 17220150.79, thence South 49'45'13" West a distance of 161.84 feet
to a 5/8" iron rod with red plastic cap stamped "ITYDRO EX SURVEYING" set for the
POINT OF BEGINNING;
THENCE South 17 °44'36" East, being 250 feet west and parallel to the east line of said
1089.34 -acre tract, a distance of 5,516.07 feet to a 518" iron rod with said red plastic cap set
for an exterior corner of the herein described tract;
THENCE South 52 West, a distance of 186.27 feet to a 5/8" iron rod with said red
plastic cap set for an interior comer of the herein described tract;
THENCE South 17 °44'44" East, being 425 feet west and parallel to the east line of said
1089.34 -acre tract, a distance of 1,454.17 feet to a 5/8" iron rod with said red plastic cap set
for an exterior corner of the herein described tract;
THENCE South 05 °00'40" East, a distance of 2,033.63 feet to a 518" iron rod with said red
plastic cap set for the southeast corner of the herein described tract;
THENCE South 78 West, a distance of 198.27 feet to a 5/8" iron rod with said red
plastic cap set for an exterior corner of the herein described tract;
THENCE North 07 0 29'58" West, a distance of 1,748.16 feet to a 5/8" iron rod with said red
plastic cap set for an interior comer of the herein described tract;
THENCE South 78° 19'34" West, a distance of 2,910.34 feet to a 518" iron rod with said red
plastic cap set for the southwest corner of the herein described tract;
THENCE North 01 ° 15'10" West, being approximately 470 feet east and parallel to the east
toe of levee recognized as D.M.P.A. No. 14, a distance of 967.53 feet to a 5/8" iron rod with
said red plastic cap set for an interior corner of the herein described tract;
Page 25 of 32
Voestalpine Chapter 380 3 -26 -13
THENCE South 73 °03'57" West, a distance of 181.77 feet to a 518" iron rod with said red
plastic cap set for an exterior corner of the herein described tract;
THENCE North 01 °15'07" West, being approximately 295 feet east and parallel to the east
toe of levee recognized as D.M.P.A. No. 14, a distance of 3,882.65 feet to a 518" iron rod
with said red plastic cap set for a corner, the P.C. of curve for an interior corner of the herein
described tract;
THENCE in a Northwesterly direction, with the arc of said circular curve to the left, whose
Central Angle is 60 °42'34 ", whose Radius is 1,627.00 feet, and Are Distance of 1,723.94 feet
to a 518" iron rod with said red plastic cap set for a corner, the P.T. of said curve, for an
exterior corner of the tract herein described;
THENCE North 09 °28'59" East, being 100 feet east and parallel to the west line of said
930.28 -acre tract, a distance of 2,181.12 feet to a 518" iron rod with said red plastic cap set
for the northwest corner of the herein described tract;
THENCE South 70 °28'50" East, being 140' south and parallel to the north line of said
930.28 -acre tract, a distance of 2,016.12 feet to a 518" iron rod with said red plastic cap set
for the northeast corner of the herein described tract and the POINT OF BEGINNING,
CONTAINING within these metes and bounds 475.52 acres (20,713,669 square feet) of
land, more or less.
Page 26 of 32
Voestaipine Chapter 380 3 -26 -13
La Quinta Site Map
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Page 27 of 32
Voestalpine Chapter 380 3-26-13
East Dock Metes and Bounds
6.0620 -Acre Tract "EAST DOCK SITE"
FIELD NOTES to describe an exhibit of a 6.0620 -acre tract of submerged lands herein referred to as
the "East Dock Site" being a portion of a called 930.28-acre tract known as Tract II and a portion of a
called 21.98 -acre tract Down as Tract IV - Submerged Tract, both in "Exhibit A" of a called 1089.34 -
acre tract described in a deed to the Port of Corpus Christi Authority of Nueces County, Texas as
recorded in Document No. 1998005467, Official Records, Nueces County, Texas and being out of a
called 2496.66 acre tract as. recorded in Volume 458, Page 469, Deed Records, San Patricio County,
Texas also being out of a portion of the T.T_ Williamson Survey, Abstract 288, in San Patricio
County, Texas and the State of Texas Submerged Land Tracts, Tract I, in Nueces County, Texas, said
6.0620 -acre tract being more particularly described by metes and bounds as follows;
COMMENCING at a brass disk set in concrete known as a United States National Geodetic Survey
monument marked "Quintana 1933 ", said monument having Texas State Plane Coordinates of X=
1377525.05 and Y= 17211356.21, thence South 86 °23'30" East a distance of 2,042.49 feet to a 5 18"
iron rod found for an exterior corner of a 475 .52 acre tract of land recently surveyed and
monumented in November 2012 within the limits of said 1089.34 acre tract for an exterior corner of
the 6.0620 -acre tract herein described for the POINT OF BEGINNING;
THENCE North 78 0 20'12" East, along the south line of said 475.52 -acre tract, a distance of 198.27
feet to a 518" iron rod found for an exterior corner of said 475.52 -acre tract and for an exterior corner
of the herein described tract;
THENCE South 11'39'48" East, a distance of 165.33 feet to a point for an interior corner of the
herein described tract;
THENCE North 78'20'12" East, a distance of 68.77 feet to a point for the northwest corner of a
called 58.07 -acre tract of submerged lands known as Tract ][, Parcel 6 described in a deed to BPU
Reynolds, Inc. as recorded in Document No. 2001000017, Deed Records, Nueces County, Texas for
the northeast corner of the herein described tract;
THENCE South 07 °00'40" East, along the west line of said 58.07-acre tract, a distance of 260.60
feet to a point for the southwest corner of said 58.07 -acre tract, for a bend point in the P.O.C.C.A.
North Bulkhead Line, and for the southeast corner of the herein described tract;
THENCE South 78 West, along said north bulkhead line, a distance of 1060.00 feet to a point
for the southwest corner of the herein described tract; THENCE North II 0 39'48" West, a distance of
200.00 feet to a point for the northwest corner of the herein described tract;
THENCE North 78 0 20'12" East, a distance of 797.71 feet to a point for an interior corner of the
herein described tract;
THENCE North 07 0 29'58" West, a distance of 225.67 feet to a 518" iron rod found for an exterior
corner of said 475.52 -acre tract and for an exterior corner of the herein described tract and the POINT
OF BEGINNING, CONTAINING within these metes and bounds 6.0620 acres (264,060 square
feet) of land, more or less.
Page 28 of 32
Voestalpine Chapter 380 3 -26 =13
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EXHIBITMA7CH
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SURVEY KNOWN AS 7HE'LA QUINTA PROPERTY"
AS SURVEYEDBY PYLE SASSOCfATES,
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4. THIS
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EXHIBIT HAS BEEN PKEPAREDWJHOU7
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WAS PRE
b. THIS EXHIB }T WAS PREPARED FOR THE BENEFIT
of I' pCf.A f'rpperiy � Lo y
OF THE PORT OF CORPUS CHRISTI AUTHORITY
AND IS FOR THEIR INTERNAL USE ONLY
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GRAPHIC SCALE ;FEET) THIS EXHK "SPnEpxRET3 FC °TH. °O °T OF CORPUS CH - ;-€I AUTHORTT,' AND IS �XE'IIBIT OF
IN TENDE D SUB LAN TRACT SHOWTHE
DESCRIBED PROPOSED EABTDOCKSIT ,OF NTHE )PLAND FAST �0�� S
N4dro �/
X
N ACTS O CT 1 RECORD
PROMO Y TEXA E S FgaT EF HIBIT 5A HR PARED S FROM AND SHOWING AN EXHIBIT OF A 6.0620 -ACRE TRACT OF SUBMERGED UW05 HEREIN REFERRED TO AS
7SPGS RED. NO, 1093W4 DOES NOT REPRESENT SURVEY MADE ON THE GROUND. THIS EXHIBIT SHOULD NO THE °EAST DOCK SITE' DEING A PORTON OF A CALLED 93a.z &ACRE TRACT KNOWN AS TRACT II AND
802 N. Navigalion BNcL, Sde 102 - USED IN THE CONVEYANCE OF PROPERTY. RTION OF A CALLED 21.9MCRE TRACT KNOWN AS TRACT N - SUBMERGED TRACT, BOTH IN
OF
CarPua ChOsIl. TX 78608
N` SIT A' OF A CALLED 1089.84 -ACNE TRACT DESCRIBED IN A DEED TO THE PORT OF CORPUS
F' I361p52 -1378
6i 1. ?EO ENFOA T ANG OUT A P2 E M 458, PAGE 69. DEED
SulryeylOaN1375
OF 9SE8&ACRE RECOR
Exh6b Prepared: Fobtuary 10, 2013
HX Job No' HI3.OT03 2 T
Rc S. RAN PATRICK) COUNTY, TEXAS ALSO BEING OUT OF A PORTION OF THE T.T. YNLLIAMSON
D. STRlMlk ASSTRACT 288, IN SAN PATRICK) COUNTY, TEXAS AND THE STATE OF TEXAS SUBMERGED
o COMM 3 ALL RIGHIS RLBRWp DATE:
SHEETI OF2
MICHAEL .STRIDDE " "3r�89 �SC�b� TRACT I, IN NUECESCOUNTY, TEXAS.
REGISTERED PROFESSIONAL LAND SURVEYOR, .' 4 _Ar[ _Q•y+ EXHIBIT B
dBUR�
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West Dock Metes and Hounds
4.7291 -Acre Tract "WEST DOCK SITE"
FIELD NOTES to describe an exhibit of a 4.7291 -acre tract of submerged lands herein
referred to as the "West Dock Site" being a portion of a called 21.98 -acre tract known as
Tract IV - Submerged Tract, in "Exhibit A" of a called 1089.34 -acre tract described in a deed
to the Port of Corpus Christi Authority of Nueces County, Texas as recorded in Document
No. 1998005467, Official Records, Nueces County, Texas and being out of the State of Texas
Submerged Land Tracts, Tract 1, in Nueces County, Texas, said 4.7291 acre tract being more
particularly described by metes and bounds as follows;
COMMENCING at a brass disk set in concrete known as a United States National Geodetic
Survey monument marked "Quintana 1933 ", said monument having Texas State Plane
Coordinates of X= 1377525.05 and Y= 17211356.21, thence South 68 °14'28" East a distance
of 1,385.35 feet to a point for the northwest corner of a called 6.0620 acre tract referred to as
the "East Dock Site ", described by separate instrument, and for the northeast corner of the
herein described tract for the POINT OF BEGINNING;
THENCE South 11 0 39'48" East, along the common line of said 4.7291 -acre tract and the
6.0620 acre tract, a distance of 200.00 feet to a point on the P.O.C.C.A. North Bulkhead Line
for the southwest corner of said 6.0620 -acre tract and for the southeast corner of the herein
described tract;
THENCE South 78 "20'12" West, along said north bulkhead line, a distance of 1030.00 feet to
a point for the southwest corner of the herein described tract; .
THENCE North 11 °39'48" West, a distance of 200.00 feet to a point for the northwest corner
of the herein described tract;
THENCE North 78 °20' 12" East, being 200 feet north and parallel to the north bulkhead line,
a distance of 1030.00 feet to a point for the Northwest corner of said 6.0620 acre tract and for
the northeast corner of the herein described tract and the POINT OF BEGINNING,
CONTAINING within
Page 30 of 32
Voestalpine Chapter 380 3 -26 -I3
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NOTES:
.
.. nr1 ni Cc
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1. ACCOMPANYING
_ FIELD NOTES HAVE
M
, ,cI Ir�} i,hr: �i , 7<•Ihpr , l�
PREPARED.
ur_. )li.199UQ54G7
2. BASIS OF BEARING OF THIS EXHISITMATCH
Z
THOSE AS SHOWN ON THE 1,089.34-ACRE TRACT
MONUMENT MO
N GS MONUMENT
"C GS
,0
'SURVEY KNOWN AS THE - LA QUINTAPROFERTY'
0 2fi0'
'"
AS SURVEYED BY PYLE 6 ASSOCIATES. INC. ON
N .1721
T
APRIL 12, 2004.
E. 1377525.05 ^ .'�
F.alsLul FI,nrnenr. n
sLO =vuycri :ry Cnvmu i'y:r. 2.5.1.5_
3. NO H
ELEV.
Leal u, P.:nrT, 2
PERFORMED BY BY HYDRO EX, LLC.
HyDR0U U-C.
�
_A pr, rty
,wv�•Y of PbCf Prn rty
4- THIS EXHIBIT HAS BEEN PREPARLO WITHOUT
THE BENEF-ITOFA TITLE COMMITMENT, r
5 I F THE PORT O T
CORPUS CHRISTI AUTHORITY PREPARED FOR THE BENEFIT
OF 7 �� 58,
AND ISFOR THEIR INTERNAL USE ONLY. - BS E
y
i4 ";'
' - r.'Y -1r �nlled ti9 °AODSabr
id c c - �.
NIs no2'S
A /�, 52
6" - Aires
I ` S ri
' �,utit cur,earr tine
V7 nu ndnry
iro!L nI .
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r t 1 N E
K ,� E pD
Bit
P O C C A
G O !C F' u a G 1r K' 1�5 T! 0/1 Y
EXHIBIT OF
WEST DOCK SITE
SHOWING AN EXHIBIT OF A 4.7291 -ACRE TRACT OF SUBMERGED LANDS HEREIN REFERRED TO AS
THE "WEST DOCK SITE' BEING A PORTION OF A CALLED 21.98 -ACRE TRACT KNOWN AS TRACT IV -
SUBMERGED TRACT; IN'EXHIBIT W OFA CALLED 1089,3CACRE TRACT DESCRIBED IN A DEED TO THE
PORT OF CORPUS CHRISTI AS RECORDED IN DOCUMENT 111998005467. OFF4LAI. RECORDS, NUECES
COUNTY, TEXAS AND BEING OUT OF THE STATE OF TEXAS SUBMERGED LAND TRACTS. TRACT 1, IN
NUECES COUNTY, TEXAS. -
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0
N
�1$
W �ST�9� O .AGR r gS 8030.00'
M
A • 7 p5 000 54
.
O
Z
J2IN
0 2fi0'
400
GRAPHIC SCALE (FEET}_
THIS EXHIBIT WAS PREPARED FOR THE PORT OFCORPUS CHRISTIAUTHORITY AND IS
INTENDED TO GRAPHICALLY SHOW THE PROPOSEDWEST DOCK SITE WITHIN THE
TRACT O i OFFICIAL RECORDS.
�
N UBMERGEDLA ,
NDTH STATE TEXAS
VECES COUNTY, TEXAS AND THE STATE OF TEXAS SUBMERGED LAND TRACTS, TRACT I,
����
IN NUECES COUNTY. TEXAS. THIS EXHIBIT WAS PREPARED FROM INFORMATION OF
-
-
RECORD PROVIDED BY TH RT OF CORPUS CHRISTI AUTHORITY AND DOES NOT
T8PLSRECt N0. f0T93304
REPRESENTASURVE GROUND, THfSEXRIBIT SHOULD NOT BE USED IN
802 N. Navigation 13W., S.de 102
THE CONVEYANC
Corpus ChrlsP,TX 78408
P: 13811452.1375 F:(361)452.1376
,s,P.•�L71TEk 4
y, Fp•L4
Survey Dale:
ExhihR Prepared: March 16.2013
r "• - " -`_ n�_ //
HX Job No: H13
E COPYA10HT M13 ALL RIGHTS RESERVED
DATE: H 1D DE r
SHEET .1 OF
�:;G;, -�. FQHY PROFESSIONAL LAND SURVEYOR. NO.:3559
EXHIBIT OF
WEST DOCK SITE
SHOWING AN EXHIBIT OF A 4.7291 -ACRE TRACT OF SUBMERGED LANDS HEREIN REFERRED TO AS
THE "WEST DOCK SITE' BEING A PORTION OF A CALLED 21.98 -ACRE TRACT KNOWN AS TRACT IV -
SUBMERGED TRACT; IN'EXHIBIT W OFA CALLED 1089,3CACRE TRACT DESCRIBED IN A DEED TO THE
PORT OF CORPUS CHRISTI AS RECORDED IN DOCUMENT 111998005467. OFF4LAI. RECORDS, NUECES
COUNTY, TEXAS AND BEING OUT OF THE STATE OF TEXAS SUBMERGED LAND TRACTS. TRACT 1, IN
NUECES COUNTY, TEXAS. -
eD
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0
voestalpine Layout of Phase I
E ,
I A
Page 32 of 32
Voestalpine Chapter 380 3 -26-13