HomeMy WebLinkAboutC2018-479 - 5/15/2018 - NA DOWNTOWN DEVELOPMENT REIMBURSEMENT AGREEMENT- LE MERIDIEN
This Downtown Development Reimbursement Agreement (the "Agreement") is entered into by and
between the City of Corpus Christi, Texas (the "City"), as the agent of the Corpus Christi Tax Increment
Reinvestment Zone #3 ("TIRZ #3"), and Nueces County Courthouse Development Partners, LLC (the
"Developer").
Recitals
WHEREAS on December 16, 2008, the City Council of the City (the "City Council") approved Ordinance
027996, which established the TIRZ #3 in accordance with Texas Tax Code Chapter 311. TIRZ #3
promotes economic development and stimulates business and commercial activity in its downtown
Corpus Christi area (the "Zone");
WHEREAS on August 25, 2015, the City Council approved a Project and Financing Plan (the "Plan") for
TIRZ#3;
WHEREAS the Board of Directors of TIRZ#3 (the "Board") includes members of the City Council in a non-
public-official capacity, as well as a representative from each Nueces County and Del Mar College, who
have committed to contribute to TIRZ #3 through Interlocal Agreements created in 2009 and amended
in 2012 and 2016;
WHEREAS the Corpus Christi Downtown Management District ("DMD") assists the City with
administration of TIRZ #3, recommends projects and recommends a DMD representative to be
appointed to the Board through an Interlocal Agreement;
WHEREAS on November 10, 2015, the City Council approved Ordinance 030680, which amended
Ordinance 027996 and authorized the Board to approve agreements in this form, to be entered into by
the City, as the Board considers necessary or convenient to implement the Plan and achieve its purpose;
WHEREAS the Plan contained certain programs designed to improve conditions and increase commerce
within the Zone;
WHEREAS the Developer has proposed a development plan (the "Development") for the certain
improvements listed on attached Exhibit A (each, an "Improvement" and, collectively, the
"Improvements"). The Improvements are planned to be constructed on the Old Nueces County
Courthouse property located at the 1100 Block of North Mesquite Street, with such property being more
fully described on attached Exhibit B (the "Property"). The Property is located within the Zone, and the
Improvements fall within one of the programs approved in the Plan;
WHEREAS the Development concept has been refined through cooperation between the Developer, the
City and the DMD to meet the desired goals of revitalization within the Zone and serve a public benefit;
WHEREAS any reference to "City" or "City Staff," is entirely in agency capacity for TIRZ #3, and further
the City as a home-rule municipal corporation is not a party to this agreement; and
C2018-479 1
5/15/18
Nueces County Courthouse Dev
SCANNED
WHEREAS the Developer desires to be reimbursed for certain future costs incurred pursuant to the
Development, and TIRZ #3 desires to reimburse the Developer for these costs in accordance with this
Agreement;
Agreement
Now therefore, in consideration of the mutual covenants and obligations,the parties agree as follows:
Section 1. Reimbursement Obligations.
The City shall reimburse the Developer from available TIRZ #3 funds in an amount up to the estimated
project cost listed next to each Improvement in attached Exhibit C (the "Estimated Project Costs"),
except that (a)the total amount of all such reimbursements for the Development may not exceed
$1,000,000 and (b) if the Developer actually incurs a cost for an Improvement less than that
Improvement's Estimated Project Cost, the City shall reimburse the Developer for only the amount of
the cost that the Developer actually incurred for that Improvement. Based on qualifications of the
Development, the Program reimbursement structure is as follows
(a) Project Specific Development Agreement:
(1) Beginning the year after the Developer receives a permanent Certificate of Occupancy("C of
0") for the Improvements from the City's Development Services Department, the City shall
reimburse annually up to 50% of the property taxes paid on the Improvements to the
participating taxing entities in TIRZ #3, for ten years. In no event shall any annual
reimbursement exceed $100,000.
(2) Each such payment shall be made no later than 30 days following the Developer's submittal
of a valid Request for Reimbursement
(3) After City has paid to Developer an amount equal to all of the Project Costs or the not to
exceed amount in this Section 1, City shall have no further obligation to pay any amount to
Developer.
(4) No interest shall accrue on any amount of unreimbursed Project Costs, and City shall not be
obligated to pay Developer any interest whatsoever under this Agreement.
Section 2. Closing Statement Required.
Within 30 days of closing, and prior to beginning any work, the Developer shall provide to the
appropriate City Staff a certified closing or settlement statement (such as a HUD-1) for the mortgage or
loan used to finance the Development.
(a) The City shall maintain the confidentiality of this information to the fullest extent possible under the
law. The City and TIRZ#3 are governmental entities subject to the Texas Public Information Act (the
"Act"). In the event that the City or TIRZ#3 determines that this information is responsive to a valid
request under the Act, the City shall timely request an opinion from the Office of the Attorney
General of Texas (the "Attorney General") and argue that the information is confidential and not
subject to release under the Act. The City shall timely notify the Developer of any such request and
provide the Developer with the opportunity to make arguments to the Attorney General regarding
the confidentiality of the information.
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•
(b) In the event the loan is less than what had been stated in the application, and as a result the equity
requirement shown in the closing statement is lower than the Cap listed in Section 1 of this
Agreement, the Cap shall be automatically reduced so that the total amount of TIRZ #3
Reimbursement does not exceed the equity provided by the Developer.
Section 3. Conditions for Reimbursement.
The City shall reimburse Developer in accordance with Section 1 only if the following conditions are
fulfilled:
(a) The Developer shall close on the purchase of the Property on or before June 30, 2018.
(b) The Developer constructs all of the Improvements on the Property on or before March 1, 2020 (the
"Completion Date") in accordance with Exhibit A and the City's building codes and policies.
(c) Developer obtains all required building permits from the City and commences construction of the
Improvements within six (6) months of the date this Agreement is signed by the City. Any
extensions of this deadline must be requested by Developer in writing and approved by the Board.
(d) The completed Improvements must include all elements (including but not limited to: all design,
structural, architectural, lighting, landscaping, etc.) which are shown or referenced in the
Development Plan attached hereto as Exhibit A. Any amendments to the Development Plan must
be submitted in writing and be approved by all parties to this Agreement.
(e) The City's Development Services Department issues a permanent C of 0 for the Improvements.
(f) Within 60 days of the issuance of C of 0, the Developer submits a Request for Reimbursement for
actual Project Costs, in the form contained in Exhibit D, including:
(i.) permanent C of 0;
(ii.) specific improvements completed under the Project and the amount of money that
Developer paid for completion of such work and that Developer claims as actual Project
Costs;
(iii.) supporting documents demonstrating that such amounts were actually paid by Developer,
including but not limited to invoices, receipts and final lien waivers signed by the general
contractor;
(g) Appropriate City Staff has inspected the Improvements and certifies that the Improvements are
complete, acceptable, and comport to the terms of this Agreement.
(h) Upon acceptance by City Staff, Request for Reimbursement form is reviewed and approved by the
Board.
(i) If the Developer fails to pay the required taxes on the property or files an appeal to the Nueces
County Appraisal District or any state or federal court of the assessed value of Property for ad
valorem tax purposes, the City and TIRZ #3 shall be under no obligation to make any payments
under this agreement until such time as the appeal is resolved and all taxes are paid in full. Any late
fees, fines, or interest assessed as a result of the failure to pay taxes or the appeal process shall not
be reimbursed to the Developer under this agreement. Reimbursement is limited to the actual
amount of property tax paid on the Improvements.
Section 4. Audit
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Developer will also make available for inspection by designated City Staff all financial and business
records of Developer that relate to the Project, in order to assist City Staff in verifying the Developer's
compliance with the terms and conditions of this Agreement. TIRZ#3 shall have the right to have these
records audited.
Section 5. Maintenance of Property and Improvements.
Developer must maintain the property for the entirety of the Agreement in accordance with the City's
Property Maintenance requirements. Citations from the Code Enforcement for property maintenance
issues will initiate termination provision (Section 6).
If the Developer constructs the Improvements, the Developer shall maintain the Improvements,
premises, and adjacent public right of way in good condition and so as to not contribute to blight in the
Zone. The Developer's obligation to maintain the Improvements and public right of way adjacent to the
Property, includes without limitation, maintaining the landscaping, sidewalks, aesthetics, and general
cleanliness of the premises.
Section 6. Termination.
Unless sooner terminated in accordance with this Section, this Agreement shall survive the expiration of
TIRZ #3. If the Developer has not fully complied with Section 2 Conditions for Reimbursement by the
Completion Date, this Agreement shall terminate immediately, unless mutually agreed to in writing in
accordance with Section 17.
Three citations from the City's Code Enforcement Division for property maintenance violations and/or
one Code Enforcement citation that results in the City abating the property will initiate a review process
by the TIRZ#3 Board, at which time the Board may elect to terminate the Agreement.
Section 7. Warranties.
Developer warrants and represents to City the following:
(a) Developer, if a corporation or partnership, is duly organized, validly existing, and in good standing
under the laws of the State of Texas, and further has all corporate power and authority to carry on
its business as presently conducted in Corpus Christi,Texas.
(b) Developer has the authority to enter into and perform, and will perform, the terms of this
Agreement.
(c) Developer has timely filed and will timely file all local, State, and Federal tax reports and returns
required by law to be filed, and has timely paid and will timely pay all assessments, fees, and other
governmental charges, including applicable ad valorem taxes, during the term of this Agreement.
(d) If an audit determines that the request for funds was defective under the law or the terms of this
agreement, Developer agrees to reimburse the City for the sums of money not authorized by law or
this Agreement within 30 days of written notice from the City requesting reimbursement.
(e) The parties executing this Agreement on behalf of Developer are duly authorized to execute this
Agreement on behalf of Developer.
(f) Developer does not and agrees that it will not knowingly employ an undocumented worker. If, after
receiving payments under this Agreement, Developer is convicted of a violation under 8 U.S.C.
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Section 1324a(f), Developer shall repay the payments at the rate and according to the terms as
specified by City Ordinance, as amended, not later than the 120th day after the date Developer has
been notified of the violation.
Section 8. Force Majeure.
If the City or Developer are prevented, wholly or in part, from fulfilling its obligations under this
Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods,
governmental restraint or regulation, other causes of force majeure, or by reason of circumstances
beyond its control, then the obligations of the City or Developer are temporarily suspended during
continuation of the force majeure. If either party's obligation is affected by any of the causes of force
majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the
force majeure as soon as possible after the occurrence of the cause or causes relied upon.
Section 9. Assignment.
Developer may not assign all or any part of its rights, privileges, or duties under this Agreement without
the prior written approval of the Board. Any attempted assignment without such approval is void, and
constitutes a breach of this Agreement. Assignment can only be requested for multi-year
reimbursements, after completion of obligations by Developer.
Section 10. Indemnity.
Developer covenants to fully indemnify, save, and hold harmless the TIRZ#3, the City, their respective
officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims, demands,
and actions of any kind on account of personal injuries (including, without limiting the foregoing,
workers'compensation and death claims), or property loss or damage of any kind, which arise out of
or are in any manner connected with, or are claimed to arise out of or be in any manner connected
with Developer activities conducted under or incidental to this Agreement, including any injury, loss or
damage caused by the sole or contributory negligence of any or all of the Indemnitees. Developer
must, at its own expense, investigate all those claims and demands, attend to their settlement or
other disposition, defend all actions based on those claims and demands with counsel satisfactory to
Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from
the liability, damage, loss, claims, demands, or actions.
Section 11. Events of Default.
The following events constitute a default of this Agreement:
(a) Failure of Developer to timely, fully, and completely comply with any one or more of the
requirements, obligations, duties, terms, conditions,or warranties of this Agreement.
(b) TIRZ #3, the Board or City Staff determines that any representation or warranty on behalf of
Developer contained in this Agreement or in any financial statement, certificate, report, or opinion
submitted to the TIRZ #3 in connection with this Agreement was incorrect or misleading in any
material respect when made.
(c) Developer makes an assignment for the benefit of creditors.
(d) Developer files a petition in bankruptcy, or is adjudicated insolvent or bankrupt.
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Section 12. Notice of Default.
Should the City determine that Developer is in default according to the terms of this Agreement, the City
shall notify Developer in writing of the event of default and provide 60 days from the date of the notice
("Cure Period") for Developer to cure the event of default.
Section 13. Results of Uncured Default.
After exhausting good faith attempts to address any default during the cure Period, and taking into
account any extenuating circumstances that might have occurred through no fault of Developer, as
determined by the City, the following actions must be taken for any default that remains uncured after
the Cure Period.
(a) Developer shall immediately repay all funds paid from TIRZ#3 funds under this Agreement.
(b) Developer shall pay reasonable attorney fees and costs of court.
(c) The City and TIRZ#3 shall have no further obligations to Developer under this Agreement.
(d) Neither the City nor the TIRZ#3 may be held liable for any consequential damages.
(e) The City may pursue all remedies available under law.
Section 14. No Waiver.
(a) No waiver of any covenant or condition, or the breach of any covenant or condition of this
Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the
Agreement.
(b) No waiver of any covenant or condition, or the breach of any covenant or condition of this
Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or
condition or any other covenant or condition of this Agreement.
(c) Any waiver or indulgence of Developer's default may not be considered an estoppel against the City
or TIRZ#3.
(d) It is expressly understood that if at any time Developer is in default in any of its conditions or
covenants of this Agreement, the failure on the part of the City to promptly avail itself of the rights
and remedies that the City may have, will not be considered a waiver on the part of the City, but City
may at any time avail itself of the rights or remedies or elect to terminate this Agreement on
account of the default.
Section 15. Available Funds.
Developer specifically agrees that City and the TIRZ #3 shall only be liable to Developer for the actual
amount of the money due Developer under this Agreement from TIRZ #3 funds, and shall not be liable
to Developer for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost
of court for any act of default by City or the TIRZ#3 under the terms of this Agreement. Payment by City
is strictly limited to the total amount of increment funds for TIRZ #3. City shall use its best efforts to
anticipate economic conditions and to budget accordingly. However, it is further understood and
agreed that, should the actual tax increment funds be less than the total amount paid to all contracting
parties at the time, then in that event, all contracting parties shall receive only their pro rata share of
the available increment funds for that year, as compared to each contracting parties' grant amount for
that year, and City and the TIRZ#3 shall not be liable to for any deficiency at that time or at any time in
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the future. In this event, City will provide all supporting documentation, as requested. Reimbursements
paid to Developer shall require a written request from Developer accompanied by all necessary
supporting documentation, as outlined in Section 2.
Section 16. Notices.
Any required written notices shall be sent by certified mail, postage prepaid, addressed as follows:
Developer:
Attn: Stephen L. Goodman
Nueces County Courthouse Development Partners, L.L.C.
650 California Street, Floor 7
San Francisco, California 94704
City of Corpus Christi
Attn.: City Manager's Office
Tax Increment Reinvestment Zone#3
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Notice is effective upon deposit in the United States mail in the manner provided above.
Section 17. Amendments or Modifications.
No amendments or modifications to this Agreement may be made, nor any provision waived, unless in
writing signed by a person duly authorized to sign agreements on behalf of each party.
Section 18. Captions.
The captions in this Agreement are for convenience only and are not a part of this Agreement. The
captions do not in any way limit or amplify the terms and provisions of this Agreement.
Section 19. Severability.
If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this
Agreement or the application of this Agreement to any person or circumstance is, to any extent, held
illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of
competent jurisdiction, then the remainder of this Agreement, or the application of the term or
provision to persons or circumstances other than those as to which it is held illegal, invalid, or
unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to
this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this
Agreement be given full force and effect for its purpose.
To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or
future law effective during the term of this Agreement, then the remainder of this Agreement is not
affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or
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provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be
possible and be legal,valid, and enforceable,will be added to this Agreement automatically.
Section 20. Venue.
Venue for any legal action related to this Agreement is in Nueces County,Texas.
Section 21. Sole Agreement.
This Agreement constitutes the sole agreement between City and Developer. Any prior agreements,
promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement,
are of no force and effect.
[Signature Page to Follow]
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APPROVED AS TO FORM: t(Q day of illaq
, 2018.
/1-44, I9eiervi—�
Assistant City Attorney
For City Attorney
1,AZIA -
By: r//�
City Manager/Designee
Date:
City of Corpus Christi on behalf of Tax Increment Reinvestment Zone#3
Attest:
I PZ-* 3 .AU I NUKItL.
By: k ' '= - -' sY C UMCIL 5,1 3 (8
Rebecca Huerta
City Secretary SECRET R
Developer
By:
President/Chief Executive Officer
Date: S
10
Exhibit A—Project Description
Exhibit B—Property Description
Exhibit C—Estimated Project Costs
Exhibit D—TIRZ#3 Reimbursement Request Form
11
Exhibit A— Project Description
Nueces County Courthouse Development Partners will performexhistoric adaptive reuse conversion into
a full-service hotel.The project includes the restoration of the exterior of the building.The Hotel is
proposed to be a full service 4 star Le Meridien Hotel with 159 keys.The project will include a pool,
fitness room, meeting spaces and has a proposed 162 parking spaces.
Renderings
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13
Exhibit B—Property Description
Property ID: 192122
Legal Description: BEACH LTS 1 THRU 12 COURTHOUSE BK
Geographic ID: 0540-0400-0010 Agent Code:
Type: Real
Property Use Code:
Property Use Description:
Address: 1100 MESQUITE ST N
Corpus Christi,TX 78401
Neighborhood: BEACH Map ID: U-8
Neighborhood CD: S0540
14
Metes& Bounds
Lots One through Twelve (1-12), both inclusive, in the COURT HOUSE BLOCK, BEACH PORTION OF THE
CITY OF CORPUS CHRISTI,Texas, according to the map or plat thereof, recorded in Volume A, Page 3,
Map Records, Nueces County,Texas; SAVE AND EXCEPT, however,those certain parcels of land
conveyed by the County of Nueces to the State of Texas as a Road Right-of-Way Easement, by
Instrument dated February 8, 1957, recorded in Volume 766, Page 138, Deed Records Nueces County,
Texas, and being described as follows:
All that certain tracts or parcels of land required for the relocation and construction of State
Highway 9 out of the Beach Portion, an addition to the City of Corpus Christi, said parcels of land
being shown on the official right-of-way map on file in the office of the County Engineer, Nueces
County, and the State Highway Department, Austin,Texas, and being more particularly described as
follows:
Being a part of the Nueces County Court House Block and being described by metes and bounds as
follows: PARCEL NO. 1:
BEGINNING at a point,the SW corner of the Nueces Court House Block, said point being the
Intersection of the North line of Aubrey Street and the East line of North Broadway;
THENCE N 79 deg 17' E 155 feet with the South line of the Nueces County Court House Block,to a
point being the Southeast corner of this parcel;
THENCE N 10 deg 43' W. 25 feet to an inner point;THENCE S 79 deg 17' W. 97.05 feet to a point;
THENCE N 45 deg 00' 55"W. 102.88 feet to a point said point being on the West line of Nueces
County Court House Block;
THENCE 5 10 deg 43' E. 110 feet along the West line of the Nueces County Court House Block and the
East line of North Broadway to the place of beginning.
PARCEL NO. 2:
BEGINNING at a point,the SE corner of the Nueces County Court House Block said point being the
intersection of the North line of Aubrey Street and the West line of Mesquite Street;
THENCE N 10 deg 43'W. 65 feet with the East line of the Nueces County Court House Block to the
North corner of this tract;
THENCE S 55 deg 43' 20" W. 91.94 feet to a point being on the South line of the Nueces County
Court House Block;
THENCE N 79 deg 17' E. 65 feet along the South line of the Nueces County Court House Block and the
North line of Aubrey Street to the place of beginning.
15
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16
Exhibit C—Project Costs
Improvement Estimated Cost Category
1) Historic Rehabilitation $20,681,053 Historic Preservation
2) Porte Cochere $ 1,080,572 Urban Design
3) New Construction $10,675,446 Urban Design
4) Public Utilities $288,473 Public Improvements
Total Possible Reimbursement Basis $32,725,544
(Needs Based):
*Total Possible Reimbursement Basis identifies the Project Costs that make the Development eligible
under the Incentive Guidelines.The Actual Reimbursement is identified in Section 1 of the Agreement.
17
Exhibit D—Request for Reimbursement Form
City of Osircius'Christi—City Manager's Office
Corpus Christi Cinvencown Management District
Tax Increment Reinvestment Zone #3
Request for Reimbursement
Project Name:
Grant Program:
Type of Reimbursement: riOne.Time FiRe-accurring(First Payment)
Requestor: Date Requested:
' Improvement Estimated Cost Actual Cost Invoice
{Pr Agrrxtrist Wilda ej (Per Atteed Deowneststioull Reference
1)
'2)
3)
4)
L_TOTAL
Attached is the Following:
I) Executed TiRZ 03 Reimbursement Agreement El
2) Certificate of Occupancy Date:
3) Documentation of Expenses El
Signatures for Submittal:
Authorized Developer: Date:
Authorized General Contractor: Date:
An ircompiete Request for Reimbursement w not be processed Sullen a bard camp and combined PDF
version to Aivssa.6=1Datexas.ccret Upon receipt of Request,finial inspection writ be scheduled
Signatures for Approval Process
Request Reitd By Citv: Date:
Documentation Complete: 'inspection of Project:
Notes:
Reimbursement Approved by TIRZ#3 Board: Date:
1-:1--S7 en:Pei r,estr- Zisine ZeQuest ;:eirrtursernert
Up ted Ocecter 2015
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