HomeMy WebLinkAboutC2019-268 - 3/26/2019 - Approved DD' 2019020815 3
MEMORANDUM OF RECORD
NOTICE OF INDUSTRIAL DISTRICT AGREEMENT NO. 102
STATE OF TEXAS §
COUNTY OF NUECES §
Whereas, EPIC Y-GRADE LOGISTICS, L.P. ("Company') and the City of Corpus Christi (the "City"),
entered into that certain Industrial District Agreement under Section 42.044, Texas Local Government Code
dated April 3, 2019 (the "Agreement"), effective from January 1, 2015 to December 31, 2024.
Whereas, Company and the City entered the Agreement pursuant to Local Government Code §42.044 which,
pursuant to the terms and conditions of the Agreement, effectively guarantees the continuation of the
extraterritorial status of Company's property in return for conditions outlined in the Agreement, until the
Agreement expires, namely payment by Company to City of an amount being a percentage of potential taxes in
lieu of annexation;
Whereas. Company is the owner of record for the property described in Exhibit "A" attached hereto and
incorporated herein for all purposes (the"Property");
Whereas, recording the entire Agreement in the real property records of Nueces County is impractical and
needlessly burdensome; and
Whereas, the Company and City agree to file this Memorandum of Record ("Memorandum") to provide notice
of the Agreement affecting the Property;
NOW THEREFORE, the undersigned hereby executes this Memorandum and files the same of record in the
Deed Records of Nueces County, Texas, for the purpose of giving notice to all persons that:
(1) The Agreement is on file with the City Secretary at Corpus Christi City Hall, copies of which are available
upon request.
(2) The Company is required to perform as agreed and provided in the Agreement, as well as in accordance
with all other applicable rules, regulations and codes of the City, except as provided otherwise in the
Agreement.
(3) The Agreement provides that if Company sells, conveys or leases any portion of the Property, Company
shall give written notice of the sale or conveyance to the City within 90 days. Company remains responsible for
payments in lieu of annexation after such sale, conveyance or lease, unless Company enters into an assignment
and assumption agreement with the buyer or lessee, after prior consent by City. The Company shall give the
City 30 days' written notice of any assignment of its responsibilities under the Agreement.
02019-268
3/26/2019
031721
Epic Y-Grade Logistics, L.P.
Page 1 SCANNED
itil
Executed and filed this tlday of "Yi 1\ , 2019.
By: iii/.. ,/� , i 4
Name: Samuel Ke h elman
Title: Interim City Manager
THE STATE OF TEXAS §
§
COUNTY OF NUECES §
BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on this day
personally appeared Samuel Keith Selman, Interim City Manager of the City of Corpus Christi, known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledged that he executed the same for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the 1l�day of %` 2019.
-
;.."A-7 Ec. MARTHA VAZQUEZ Notary Public-State of Texas
;c •' My Notary ID#128028579
:;;F oF�E}� Expires March 5,2022 ti\UXCI /1)141e--r----
After Recording Return to:
City of Corpus Christi
Attn: City Attorney's Office
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Page 2
Nueces County Appraisal District Exhibit A Industrial District Agreement#102
Geographic IDs Epic Y-Grade Logistics, L.P.
Confirmed by Ci'ID Type Legal Description
aMMONORIPIMMIMW
3648-0000-3000 102 Outside Land OUT LTS 3 &4
Doe:. 2019021)8 119
Pages 3
05/30/2019 9:35A11
Official Records of
NUECES COUNTY
KARA SANDS
COUNTY CLERK
Fees $19.00
Any provision herein which restricts the Sale,
Rental or use of the described
REAL PROPERTY because of Race, Color,
Religion, Sex, Handicap, Familial Status, or
National Origin is invalid and unenforceable
under FEDERAL LAW, 3/12/89.
STATE OF TEXAS
COUNTY OF NUECES
I hereby certify that this instrument was FILED
in file number sequence on the date and at the
time stamped herein by me, and was duly RECORDED
in the Official Public Records of
Nueces Counts, Texas
KARA SANDS
e ="X req
.4)
_ f
INDUSTRIAL DISTRICT AGREEMENT NO. 102
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI §
This Industrial District Agreement ("Agreement") made and entered into under the authority of Section
42.044 of the Local Government Code, by and between the CITY OF CORPUS CHRISTI, TEXAS, a
Texas home-rule municipal corporation ofNueces County,Texas,hereinafter called the"CITY,"and Epic
Y-Grade Logistics, L.P., Landowner, a Delaware limited partnership, hereinafter called the
"COMPANY."
WITNES SETH:
WHEREAS, it is the established policy of the City Council of the City of Corpus Christi,Texas,to adopt
reasonable measures permitted by law that will tend to enhance the economic stability and growth of the
CITY and its environs by attracting the location of new and the expansion of existing industries therein,
and such policy is hereby reaffirmed and adopted by this City Council as being in the best interest of the
CITY and its citizens; and
WHEREAS,the COMPANY is the owner and/or lessee of Land or owner of Improvements on land within
the Extra Territorial Jurisdiction of the CITY; and
WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the
CITY has enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all
purposes, indicating its willingness to enter into Industrial District Agreements with industries located
within its Extra Territorial Jurisdiction and designating the specified land areas as Corpus Christi
Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and
WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958 reestablished the
boundaries of the land areas known as Corpus Christi Industrial Development Area No. 1 and Corpus
Christi Industrial Development Area No.2 and renamed such areas"Industrial District No. 1 and Industrial
District No. 2",herein collectively called"Industrial Districts"; and
WHEREAS,the CITY desires to encourage the updating, expansion and growth of industries within said
Industrial Districts, and for this purpose, desires to enter into this Agreement with the COMPANY; and
WHEREAS,the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the
COMPANY'S structures and properties within such Industrial Districts.
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NOW, THEREFORE, in consideration of the premises, the mutual agreements of the parties herein
contained and under the authority granted under Section 42.044, Texas Local Government Code, and the
Ordinances of the City referred to above,the CITY and the COMPANY hereby agree as follows:
Article 1
Section 1.01 Immunity from Annexation. The CITY covenants and agrees that during the term of this
Agreement, and subject to the terms and provisions herein, the Land shall retain its extraterritorial status
as an Industrial District,and shall continue to retain this status until and unless the same is changed under
the terms of this Agreement. Except as herein provided, the CITY further covenants and agrees that the
Land shall be immune from annexation during the term of this Agreement.
Section 1.02 Limited to Industrial Use. COMPANY covenants and agrees that during the term hereof,
COMPANY will not use or permit the use of the Land and Improvements covered by this Agreement for
purposes not included within the term "industry". "Industry" as used herein shall mean for the same
industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted
by the COMPANY or other such parties holding such similarly situated land. Holding the Land and
Improvements for future "industry" use, without using same for non-industry purposes, does not violate
this paragraph.If the COMPANY uses, or permits use of,the Land and/or Improvements covered by this
Agreement for purposes not included within the term "industry" as defined above,the payment in lieu of
tax to be paid by the COMPANY under this Agreement shall be increased to an amount equal to one
hundred percent(100%)of the amount of ad valorem taxes on Land,Improvements,and personal property
sited on the Land that would otherwise be payable to the CITY by the COMPANY if said Improvements
were situated on land within the CITY limits of the CITY.The increase shall be immediately effective for
all payments from the inception of this Agreement, and the COMPANY shall transmit to the CITY within
sixty (60) days of being notified by the CITY of the determination of a non-industry use, subject to the
notice provided for in Section 4.04, an amount equal to said one hundred percent (100%) of ad valorem
taxes from the inception of this Agreement, less any amounts previously paid, plus penalties and interest
as if the amounts were delinquent taxes. The CITY shall be entitled to its attorneys' fees and other costs
in collecting any of these amounts. In addition, the CITY shall have the right, in its sole and absolute
discretion: (1) to obtain an injunction from a court of competent jurisdiction, upon the court's
determination that the use is not an"industry"use,requiring that the use be permanently discontinued, or
(2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY shall
continue to make payments equal to said one hundred percent(100%) of ad valorem taxes.
Section 1.025 Required Public Infrastructure.
A. As part of its development of the Land, COMPANY shall provide all infrastructure required
for the provision of CITY water services to the COMPANY. COMPANY will dedicate
easements to such water infrastructure in accordance with City requirements and acceptance.
All water infrastructure must be built by the COMPANY and accepted by CITY prior to the
provision of any water services by CITY.
B. The Parties agree to be bound by the terms of the supplemental agreement between the Parties
under Section 212.172 of the Local Government Code (the "212 Agreement"). The 212
Agreement lays out rights and obligations related to public infrastructure on or near the Land.
2
Section 1.03 Annexation Corridor.If any other company within the Extra Territorial Jurisdiction of the
CITY fails to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax
payments, and said defaulting company is not contiguous with the CITY'S boundary, the COMPANY
shall,after the CITY provides the COMPANY with sixty(60)days prior written notice of intent to initiate
annexation proceeding, permit the CITY to annex a suitable strip of land out of the COMPANY'S Land
from the CITY'S boundary to the defaulting company's land to permit its annexation. In the event the
CITY must annex a part of the COMPANY'S property in order to annex property owned by third parties,
the CITY will annex the absolute minimum amount of the COMPANY'S property legally necessary to
annex such property owned by third parties.The location of such annexed property shall be subject to the
approval of the COMPANY, such approval shall not be unreasonably withheld. COMPANY and such
annexed property shall have no right to any CITY services as a result of such annexation; nor shall the
CITY extend, by ordinance, any rules, or regulations, including, but not limited to, those (a) governing
plats and subdivisions of land, (b) prescribing any building, electrical, plumbing or inspection code or
codes,or(C)attempting to exercise in any manner whatsoever control over the conduct of COMPANY'S
business thereon. Such annexed portion of land shall remain a part of this Agreement and shall not be
subject to CITY taxes,but shall continue to be included within the in lieu of tax payment.In the event that
the need for an annexation corridor no longer exists, including but not limited to the defaulting company
entering into an Industrial District Agreement, or has met its obligations to the CITY,the CITY agrees to
immediately cease any annexation proceedings related to the annexation corridor over the COMPANY'S
Land, or within (60) days, take the steps necessary to complete disannexation proceedings required to
remove from the city limits any unnecessary annexation corridor.
Section 1.04 City Services. During the term hereof, pursuant to this Agreement, the CITY shall have no
obligation to extend to the Land any utility or other CITY services, except for services that are being
provided to and paid for by the COMPANY on the date hereof, or as otherwise stated herein.
Section 1.05 Fire Protection Services.The CITY may provide fire protection services to the COMPANY
at the option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05
hereof.
Section 1.06 Compliance with City Rules and Regulations.The CITY and the COMPANY agree that,
except as provided in this Agreement and/or the 212 Agreement, during the term hereof, with respect to
the Land, the CITY shall not require compliance with its rules or regulations: (1) governing zoning and
platting of the Land, or any additions thereto, outside the CITY limits and in an Industrial District;
provided, however, COMPANY further agrees that it will in no way divide the Land or additions thereto
without complying with State law and CITY ordinances governing subdivision of land; (2) prescribing
any building, electrical, plumbing or inspection code or codes; or(3) prescribing any rules governing the
method of operation of COMPANY'S business, except as to those regulations relating to the delivery of
utility services and industrial waste disposal through CITY-owned facilities.
Section 1.07 Definitions.
A. City.As defined in the preamble hereof and includes its successors and assigns.
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B. Commencement of Construction.Physical construction(including, at a minimum, excavation
for foundations or the beginning of installation or erection of improvements) at the primary
site of the eligible project has begun.
C. Existing Improvements. In use prior to January 1, 2015 and no longer on a payment scale or
have completed the phase in scale set forth in Section 3.01 E of the Agreement.
D. Extra Territorial Jurisdiction (ETJ). The unincorporated area that is contiguous to the
corporate boundaries of the City of Corpus Christi and that is located within five miles of
those boundaries.
E. Grandfathered Improvements.Improvements that are in use prior to January 1,2015 and were
progressing through the eight year phase in scale set forth in the Prior Industrial District
Agreement.
F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include
power generation facilities, petroleum and/or chemical refining, processing, extraction or
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 COMPANY.
Includes Existing Improvements, Grandfathered Improvements, In Progress and New
Improvements.
G. In-Progress Improvements. Improvements for which construction has commenced,but which
are not Placed in Use, prior to January 1, 2015, or for which government permits related to
the construction of an Improvement or the expansion of Existing Improvements have been
issued prior to January 1, 2015, but for which construction has not commenced.
H. Industrial District. The industrial districts created by Ordinance No. 029958, as amended.
I. Industrial District Agreement. An agreement made and entered into under the authority of
Section 42.044 of the Texas Local Government Code.
J. Land. All of the real property owned, leased or possessed by COMPANY and located within
the Industrial Districts and designated on Exhibit A attached hereto.
K. Market Value. As determined and defined by NCAD.
L. NCAD. The Nueces County Appraisal District and includes its successors and assigns.
M. New Improvement. Improvement for which no government permit has been secured and for
which construction has not commenced prior January 1, 2015.
N. Placed in Use. Improvements that are completed and Placed in Use and are not listed by
NCAD as Construction Work in Progress (CWIP).
O. Prior Industrial District Agreement. Industrial District Agreement by and between the CITY
and the COMPANY that expired December 31, 2014.
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Article 2
Section 2.01 Term. The term of this Agreement shall be ten (10) years beginning January 1, 2015, and
continuing until December 31, 2024, unless terminated as herein provided or extended for additional
period or periods of time upon mutual consent of the COMPANY and the CITY as provided by the Local
Government Code; provided however, if this Agreement is not extended, or replaced with a similar
agreement that provides for an additional period or periods of time, on or before March 31 of the final
calendar year of the term hereof, then the immunity from annexation granted herein shall terminate on
that date, but all other terms of this Agreement shall remain in effect for the remainder of the term;
provided,however,the effective date and time of annexation shall be no earlier than midnight of December
31 of the final year of the term.
Section 2.02 Extended Term.This Agreement may be extended for an additional period or periods only
by written agreement between the CITY and the COMPANY.
Article 3
Section 3.01 Payment in lieu of Ad Valorem Taxes.Each year during the term hereof,the COMPANY
shall pay to the CITY:
A. Land. An amount in lieu of tax on the Land (excluding Improvements and personal property
located thereon) equal to one hundred percent (100%) of the amount of ad valorem taxes based
upon the Market Value of the Land which would otherwise be payable to CITY by COMPANY if
the Land were situated within the CITY limits.
B. Existing Improvements. An amount in lieu of tax on Existing Improvements (excluding personal
property) located on the Land equal to sixty-two and one half percent(62.5%)of the amount of ad
valorem taxes based upon the Market Value of the Existing Improvements which would otherwise
be payable to the CITY by the COMPANY if said Existing Improvements were situated on land
within the CITY limits.
C. Grandfathered Improvements. If prior to January 1, 2015, the COMPANY was progressing
through the eight year phase in scale set forth in the Prior Industrial District Agreement, then the
amount of in lieu of tax payments on Grandfathered Improvements (excluding personal property)
shall be phased in as follows:
Yr Placed Yr 1 of Yr 2 of Yr 3 of Yr 4 of Yr 5 of Yr 6 of Yr 7 of Yr 8 of Yr 9 of Yr 10 of
in Use Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract
Prior to 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5%
2007
2007 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5%
2008 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5%
2009 42% 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5%
2010 34% 42% 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5%
5
2011 26% 34% 42% 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5%
2012 19% 26% 34% 42% 50% 58% 62.5% 62.5% 62.5% 62.5%
2013 12% 19% 26% 34% 42% 50% 58% 62.5% 62.5% 62.5%
2014 6% 12% 19% 26% 34% 42% 50% 58% 62.5% 62.5%
D. In-Progress Improvements. If prior to January 1, 2015, the COMPANY has In-Progress
Improvements, the COMPANY may, at its option, choose to have the in lieu of tax payment for
said In-Progress Improvements phased in as shown in Section 3.01 C above, or as in Section 3.01
E below. No later than January 1, 2015, COMPANY shall elect an option and must present the
City with documentation of government permit or proof of Commencement of Construction.
E. New Improvements. With respect to any New Improvements, the in lieu of tax payment shall be
phased in as follows: for the first four years after the New Improvement is Placed in Use, the
COMPANY shall pay no in lieu of tax payment to the City for said New Improvement.
Commencing with the fifth calendar year after the New Improvement is Placed in Use,the in lieu
of tax payment shall be equal to sixty two and one half percent (62.5%). The first year of use for
purposes of this New Improvements payment shall be deemed to begin on the first day of January
following the date when the New Improvements are Placed in Use.
F. With respect to any new land acquired by the COMPANY located within an Industrial District,
the use of which relates directly to the primary use of the parent tract, the new land shall be
included in the COMPANY'S land known as the Land, and shall be considered in calculating the
in lieu of tax payment on the Land as of January 1 of the first year following the date which the
new land is acquired by the COMPANY.Within ninety(90)days after the acquisition of new land
by the COMPANY,the COMPANY shall provide the CITY with a revised Exhibit A that includes
a complete listing by NCAD Geographic ID number of the newly acquired land.
G. With respect to any new land acquired by the COMPANY after January 1, 2015, located within
the Extra Territorial Jurisdiction of the CITY,the use of which does not relate to the primary use
of the parent tract, the COMPANY shall report such purchase to the CITY and the CITY shall
determine whether an Industrial District Agreement is desired for such newly acquired land.
Section 3.02 Company Schedule of Value. On or before August 31 of each year of this Agreement, or
upon final determination of Market Values by NCAD, whichever is later, the COMPANY shall provide
to the CITY an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B,
listing all NCAD Geographic ID numbers and the values related thereto, and showing all Land and
Improvements, owned or controlled by the COMPANY including and identifying the property to be
valued as part of this Agreement(the"Schedule").The Schedule shall also list the year any Improvements
were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms, information,
and documents provided by the COMPANY to NCAD and, in the event of appeal, the Appraisal Review
Board.Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement.
Section 3.03 Determination of Value. In determining the COMPANY'S annual in lieu of tax payment
required under this Agreement, the calculation shall be made utilizing the Market Value of all Land and
6
Improvements as determined by NCAD, or its successor, under provisions of the Texas Property Tax
Code. The COMPANY shall timely provide information and reports required under this Agreement and
under Texas law, rules and regulations to NCAD or its designee, so that the appraisal process can be
completed in accordance with all applicable state laws.
Section 3.04 Company Protest of Value or Billing.If the COMPANY elects to protest the valuation set
on any of its properties by NCAD for any year or years during the term hereof, it is agreed that nothing in
this Agreement shall preclude the protest, and the COMPANY shall have the right to take all legal steps
desired to reduce the same as if the property were located within the CITY, except with regard to the
exemptions in Section 3.06 below. The COMPANY shall notify the CITY of its appeal within 30 days
after its protest of the valuation is submitted to NCAD.
Notwithstanding any protest of valuation by the COMPANY or any non NCAD related billing dispute,
the COMPANY agrees to pay to the CITY an initial in lieu of tax payment, on or before the Due Date in
Section 3.07 below, based on the amount billed by the CITY. When the valuation on said property or any
billing dispute has been finally determined, either as the result of final judgment of a court of competent
jurisdiction or as the result of other final settlement of the controversy, then within thirty (30) days
thereafter, the COMPANY shall make to the CITY any additional payment due based on the final
determination.If,as a result of final judgment of a court of competent jurisdiction,or as the result of other
final settlement of the controversy,the amount of in lieu of tax payment due to the CITY is established to
be an amount less than the amount of the initial in lieu of tax payment for that year paid by the
COMPANY, the excess in lieu of tax payment, if any, collected by the CITY shall be returned to
COMPANY within thirty(30)days after said final determination.Any non NCAD related billing disputes
shall be resolved by the CITY within ninety (90) days from the date notice of the dispute is received by
the CITY.
Section 3.05 Fire Protection. An additional amount for city fire protection equal to fifteen percent(15%)
of the amount which would be payable on 100% of Market Value of Improvements located on the Land
will be paid annually; provided, however,that if and as long as the COMPANY, as of January 1 of each
year, is a member in good standing of the Refinery Terminal Fire Company, or its successor, or the
COMPANY agrees to provide fire protection and emergency services either from a qualified external
provider or by use of a qualified internal emergency response organization, it shall not be obligated to pay
the additional amount provided by this Section 3.05. Minimum qualifications would include meeting
certain standards as defined by applicable OSHA, state regulatory and NFPA Standards that apply to fire
control, emergency management, disaster planning and rescue services as recognized by the Texas
Industrial Fire Training Board,the State Fireman's and Fire Marshal's Association of Texas or equivalent.
The COMPANY will provide equipment, training, and facilities necessary to safely handle all expected
emergencies and properly protect the COMPANY and the community from the adverse effects of an
industrial disaster,which obligation may be satisfied by the COMPANY being a member in good standing
of the Refinery Terminal Fire Company, or its successor. (Calculation: Market Value of Improvements x
15%x City Tax Rate=Fire Protection Fee)
Section 3.06 Calculation of Amount Due. The CITY shall mail an invoice to the COMPANY, which
sets forth the amount of payment in lieu of tax owed to the City calculated in accordance with this
Agreement. Such invoice shall be postmarked at least thirty (30) days prior to the Due Date defined in
Section 3.07 below, and shall be mailed to the address shown in Section 10.03 of this Agreement. The
calculation shall be made without reference to the exemption for pollution control property in Section
11.31,Texas Property Tax Code,and Article VIII, Section 1-1,Texas Constitution,as same presently exist
7
or may be hereafter amended,using the Market Value of pollution control equipment certified by NCAD.
In addition,all the amounts shall be calculated without reference to any new tax exemption or any increase
in an existing tax exemption enacted after January 1, 1995.
Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year
following each year during the term hereof(the "Due Date"), all payments in lieu of tax provided for
hereunder and invoiced by the CITY in accordance with Section 3.06 above, without discount for early
payment.The present ratio of ad valorem tax assessment used by the CITY is one hundred percent(100%)
of the Market Value of property. Any change in the ratio used by the CITY shall be reflected in any
subsequent computations hereunder. This Agreement, and the method of determining and fixing the
amount of in lieu of tax payments hereunder, shall be subject to all provisions of law relating to
determination of Market Value and taxation, including, but not limited to, laws relating to rendition,
assessment, equalization and appeal. Any invoiced amounts that are not paid by the Due Date shall be
considered delinquent. Delinquent amounts shall be immediately subject to interest at twelve (12%) per
annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections,
including reasonable attorneys' fees.
Article 4
Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a payment
due to the CITY hereunder or if the COMPANY fails to perform any other obligation incumbent upon the
COMPANY to be performed hereunder, and if such default is not fully corrected within sixty(60) days
after the CITY gives written notice of said default to the COMPANY (or, if within such 60 day period,
the COMPANY has not demonstrated a satisfactory plan of compliance approved by the CITY (where
compliance requires more than 60 days)), the City shall have the option to either (1) declare this
Agreement terminated and immediately commence annexation proceedings and sue to recover all
damages; (2)bill COMPANY and sue to recover 100%of all monies that the CITY would have received
from the COMPANY if it had been within the CITY limits,which includes 100%of all taxes, attorneys'
fees and court costs; or (3) continue this Agreement for its term and collect the payments required
hereunder.
Section 4.02 Lien.The CITY shall be entitled to and have a tax lien on the Land and Improvements which
may, in the event of default in payment of any sum due hereunder that is not cured in accordance with
Section 4.04 below, be enforced by CITY in the same manner as provided by law and for the collection
of delinquent ad valorem taxes.Additionally,the CITY shall be entitled to and have a contractual lien on
the Land and Improvements which may be foreclosed in the event of such uncured default (1)judicially
or (2) extra judicially in the same manner as a deed of trust under Texas Property Code, and for that
purpose may appoint a trustee or trustees.
Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an
ordinance annexing any of the Land (except with reference to the agreed annexation corridor in Section
1.03), the COMPANY shall be entitled to enjoin the CITY from the date of its breach for the balance of
the term of this Agreement, from enforcing any annexation ordinance adopted in violation of this
Agreement and from taking any further action in violation of this Agreement.If the COMPANY elects to
pursue this remedy, then so long as the CITY specifically performs its obligations hereunder, under
8
injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by
this Agreement.
Section 4.04 Notice of Default.Notwithstanding anything to the contrary contained herein, in the event
of any breach by the COMPANY of any of the terms or conditions of this Agreement,the CITY shall give
the COMPANY written notice specifying the nature of the alleged default, and manner in which the
alleged default may be satisfactorily cured. Thereafter, the COMPANY will be afforded sixty (60) days
within which to cure the alleged default(or,if cure requires more than 60 days,the COMPANY shall have
the right to demonstrate a satisfactory plan of cure approved by the CITY within such 60 days,which shall
be deemed to be a cure so long as the COMPANY is diligently pursuing such plan).
Section 4.05 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any
other, and any one or more or combination of the same is available. Each party, in addition to remedies
expressly provided herein is entitled to any and all other remedies available at law or in equity.
Section 4.06 No Waiver of Rights and Remedies. It is expressly understood that if at any time the
COMPANY is in default in any provision 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; provided that if the CITY within ten (10) years from the date of any default by
the COMPANY, does not avail itself of the rights or remedies or elect to terminate this Agreement on
account of such default,then such default is deemed waived.
Further, is expressly understood that if at any time the CITY is in default in any provision of this
Agreement, the failure on the part of the COMPANY to promptly avail itself of the rights and remedies
that the COMPANY may have, will not be considered a waiver on the part of the COMPANY; provided
that if the COMPANY within ten(10)years from the date of any default by the CITY,does not avail itself
of the rights or remedies or elect to terminate this Agreement on account of such default,then such default
is deemed waived.
Section 4.07 Limitation of Liability. To the fullest extent permitted by law, and not withstanding any
other provision of this Agreement, in no event will either party be liable to the other party hereunder for
punitive, exemplary, or indirect damages, lost profits or business interruptions damages; provided
however,this limitation in not meant to limit the CITY'S rights under this Agreement to collect from the
COMPANY any unpaid in lieu of tax payments, late penalties and interest associated therewith, and any
costs of collection including but not limited to attorney fees.
Article 5
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with a listing of
Geographic ID numbers, as available from NCAD or its successor,to be attached hereto and incorporated
herein as Exhibit A. With respect to COMPANY'S acquisition of new land, as described in Section 3.01
F, which becomes included in the Land, COMPANY agrees to provide to CITY a listing of Geographic
ID numbers as available from NCAD or its successor.
Article 6
Section 6.01 Annexation By Another Entity. If any attempt to annex any of the Land owned, used,
occupied, leased, rented or possessed by COMPANY, is made by another municipality, or if the
9
incorporation of any new municipality should attempt to include within its limits the Land or property,
the CITY shall seek a temporary and permanent injunction against the annexation or incorporation, with
the cooperation of the COMPANY, and shall take any other legal action necessary or advisable under the
circumstances.The cost of the legal action shall be borne equally by the parties hereto;provided,however,
the fees of any special legal counsel shall be paid by the party retaining same.
Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary
injunction enjoining the attempted annexation or incorporation described in Section 6.01 above, the.
COMPANY shall have the option of (1) terminating this Agreement, effective as of the date of the
annexation or incorporation,or(2)continuing to make the in lieu of tax payment required hereunder.This
option shall be exercised within thirty (30) days after the application for the temporary injunction is
denied. If the COMPANY elects to continue the in lieu of tax payment, the CITY shall place future
payments hereunder together with part of the payment for the calendar year in which the annexation or
incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate
interest-bearing escrow account which shall be held by CITY subject to the following:
A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a
permanent injunction and/or upholding the annexation or incorporation, then all these payments
and accrued interest thereon shall be refunded to the COMPANY; or
B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a
permanent injunction and/or invalidating the annexation or incorporation, then all the payments
and accrued interest thereon shall be retained for use by the CITY.
Article 7
Section 7.01 Sale or Lease. Whenever the COMPANY sells all or a portion of the Land or Improvements
to any entity that is not an affiliate of the Company, unless such affiliate will be responsible for payment
hereunder, the COMPANY shall within ninety (90) days give notice to the CITY of said sale, and this
Agreement shall continue in effect as to all Land and Improvements sold. If COMPANY sells only a
portion of the Land or Improvements, the COMPANY shall furnish to the CITY a revised Exhibit A
effective for the calendar year next following the calendar year in which the conveyance occurred. If the
COMPANY leases all or a portion of the Land or Improvements to an entity that will be responsible for
payment hereunder, the COMPANY shall within ninety(90) days give notice to the CITY of said lease,
and this Agreement shall continue in effect as to all Land and Improvements leased.
Section 7.02 Company's Responsibility for Payment. The COMPANY as seller or lessor in a
transaction pursuant to Section 7.01 above, shall remain solely responsible for any payment in lieu of tax
attributable to the Land or Improvements soldor leased unless the COMPANY has entered into an
assignment and assumption agreement with the buyer or lessee of such Land or Improvements, which
shall be consented to by the CITY,in which the buyer or lessee assumes all responsibilities and obligations
under this Agreement as to the purchased or leased Land and/or Improvements.
Section 7.03 Assignment. This Agreement may be assigned by the COMPANY. If this Agreement is
assigned,the COMPANY shall notify the CITY of such assignment within thirty(30) days.
Article 8
10
Section 8.01 Inurement.This Agreement shall inure to the benefit of and be binding upon the CITY and
the COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors and
assigns, affiliates and subsidiaries, and, subject to Section 7.02, shall remain in force whether the
COMPANY sells, assigns, or in any other manner disposes of, either voluntarily or by operations of law,
all or any part of the Land, and the agreements herein contained shall be held to be covenants running
with the Land for so long as this Agreement or any extension thereof remains in force. The word
"affiliates"as used herein shall mean: (1)all companies with respect to which the COMPANY directly or
indirectly, through one or more intermediaries at the time in question, owns or has the power to exercise
control over fifty percent(50%) or more of the stock having the right to vote for the election of directors;
or (2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c) of the Internal Revenue Code of 1954, as amended.
Article 9
Section 9.01 Buy Local. COMPANY shall use reasonable efforts to acquire all of its procurements,
including,but not limited to, supplies,materials,equipment, service contracts,construction contracts, and
professional services contracts from businesses located within Nueces and San Patricio Counties, unless
such procurements are not reasonably and competitively available within said area. COMPANY shall not
be required to maintain records regarding this requirement other than those normally kept in its usual
course of business.
Section 9.02 Water Procurement. COMPANY acknowledges that the CITY provides a regional water
system that is critical to the well-being and economic growth of the entire area and that it is important for
each customer to continue to use the system as its principal source of water.COMPANY intends to obtain
all of its total water needs from CITY. COMPANY agrees to provide six months written notice of any
intent or action to obtain more than ten percent(10%) of its total water needs from any source other than
the CITY.
Article 10
Section 10.01 Severability. In the event any word,phrase, clause, sentence,paragraph, section, article or
other part of this Agreement or the application thereof to any person, firm, corporation or circumstances
shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason,
then the application, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph,
section, article or other part of this Agreement shall be deemed to be independent of and separable from
the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be
affected thereby.
Section 10.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and
supersedes any and all prior understandings, or oral or written agreements, between the parties respecting
such subject matter, except as otherwise provided in the instruments referenced herein. This Agreement
may be amended only by written instrument signed by all of the parties hereto.
Section 10.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this
Agreement relates may be given in writing by registered or certified mail addressed to the COMPANY or
the CITY at the appropriate respective addresses set forth below. The COMPANY must notify the CITY
of any change of address in writing. Notices by a party to the other party hereto, shall be mailed or
delivered as follows:
11
To the City:
City Manager
City of Corpus Christi
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
Fax:361-826-3845
With copies to:
City of Corpus Christi-City Secretary
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3105
Fax:361-826-3113
City of Corpus Christi-City Attorney
1201 Leopard
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
Fax: 361-826-3239
If to Company:
Epic Y-Grade Logistics,LP
Attn.Mr.Robert W. Smith, Sr.VP
18615 Tuscany Stone, Suite 300
San Antonio,Texas 78258
With copies to:
Mr.Nick Fransen
842 Cantwell Ln.
Corpus Christi, Texas 78408
BranscombjPC
Attn. Grady B. Jolley
711 Navarro Street, Suite 500
San Antonio,Texas 78204
Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.This Agreement is to be performed in Nueces County, Texas.
12
Section 10.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which
is deemed an original, and all of which taken together, shall constitute but one and the same instrument,
which may be sufficiently evidenced by one counterpart.
Section 10.06 Authority. By acceptance of this Agreement and/or benefits conferred hereunder, each
party represents and warrants to the other that its undersigned agents have complete and unrestricted
authority to enter into this Agreement and to obligate and bind such party to all of the terms, covenants
and conditions contained herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
13
ENTERED into this 'r day of , 2019.
ATTEST: CITY OF CORPUS CHRISTI
40,0 //
Rebecca Huerta,City Secretary Samuel Keith Selman, Interim City Manager
LEGAL FORM APPROVED \15 of MIA-(C-A- , 2019
atAmIt4 diatim
4 !
Aimee Alcorn-Reed �� '�I
Assistant City Attorney Gl
FOR CITY ATTORNEY 11 COUNCIL.
3ECRlfA
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on l 1. ye kL 5 ,2019, by
Samuel Keith Selman,Interim City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation, on behalf of said corpor
A.! 4 t 1:' MONIQUE TAMEZ LERMA ►
4 f. 1„i
t4 ��° ID# 1146231-1 ►
Nota-y Publi•I State of Texas • Notary Public
STATE OF.TEXAS ►
Print�rd Name: tv\an�ltue. �� �, c•� 1 SOP ' MY Comm Exp. _
01-23-2021 ►
My Commission expires: I ' j ZJ
14
ATTEST: LANDOWNER
By Epic Y-Grate G',LLC,genera,...
i
By: 710
Name: Name: Robert W. Smith
Title: Title: Senior Vice-President
LANDOWNER ACKNOWLEDGMENT
THE STATE OF "c x as §
COUNTY OF Clues ec §
This instrument was acknowledged before me on \i*'day of f \ -ch , 2019,
by Robert W. Smith, as the Senior Vice-President of Epic Y-Grade GP, LLC a Delaware limited
liability company, on behalf of Epic Y-Grade Logistics, LP.
Given under my hand and seal of office this Vie"day of ma,ech ,A.D.,2019
les rC 'CA
Notary Public, State of -re_x
n.S JESSICA BRISTER
Printed Name: 5e ock My Notary ID#125126503 t
My Commission expires: ,j „Q �3 �Z Expires January 13,2021
15
EXHIBIT A
Geographic ID Number Designated By
Nueces County Appraisal District
Nueces County Appraisal District Exhibit A Industrial District Agreement#102
Geographic IDs Epic Y-Grade Logistics, L.P.
Confirmed by Ci,ID Type Legal Description
1111111111.11111411MO21, &T
140110101' inEwiwor
HUNTER.' A UNDIV INT IN 197.50 ACS
3648-0000-3000 102 Outside Land OUT LTS 3 &4
BLACK GOLD SURVEYING&ENGINEERING,INC.
2711 West Front St. P.O.Box 3416
Alice,Texas 78333
Ph(361)668-9200 Fax(361)668-9204
blackgoldsurveying@a,sbcglobal.net
FIELD NOTES DESCRIPTION
EPIC Y-Grade Logistics,LP
494.32 ACRES
Nueces County,Texas
Being all of Lots 3&4 of the J.A.Hunter Subdivision of the J.A.Hunter Tract,as shown in
Volume 3, Page 27 in the Map Records of Nueces County, Texas, being the same tract as
conveying partial interest to Thomas M.Bernsen and Delores Hill Bernsen,described as Tract
4 in Document#2005035072 in the Official Public Records of Nueces County,Texas,Less&
Except a called 2.50 acre tract, as surveyed for Thomas Marvin Bernsen,et al, shown as (5)
0.50 acre lots"A"thru"E"in Volume 1402,Page 474 in the Deed Records of Nueces County,
Texas,Less&Except a called 1.198 acre tract, as conveyed to the State of Texas in Volume
659,Page 178 in the Deed Records of Nueces County,Texas.
Said Tract also Being all of a called 297.80 acre tract,as conveyed to EPIC Y-Grade Logistics,
LP,in Document#2018013202 in the Official Public Records of Nueces County,Texas,being
all of Lots 1,2&5 of said J.A.Hunter Subdivision of the J.A.Hunter Tract,being the same
tract as conveyed to Clara Driscoll Sevier in Volume 199, Page 475 in the Deed Records of
Nueces County,Texas, Less&Except a called 1.802 acre tract, as conveyed to the State of
Texas in Volume 547, Page 595 in the Deed Records of Nueces County,Texas. Said Tract
being out of the "EL DIEZMERO"GREGORIO FARIAS Survey No. 599, Abstract No. 592,
with the Point of Beginning being located approximately 3.90 miles, N 60° 06' E, from
Robstown,Texas.This said 196.52 acre tract being more particularly described as follows:
BEGINNING at a 1"iron bar(X=1,270,865.82&Y=17,187,506.53)found on the North line of a
called 209.122 acre tract, as conveyed to HAC Materials, LTD. In Document#2013016795 in
the Official Public Records of Nueces County, Texas, being the Southwest corner of said
297.80 acre tract, same being the Southeast corner of Lot 3 of said Subdivision and the
Southwest corner of said Lot 2,for a corner of this herein described tract;
THENCE S 89° 45' 31"W, (called N 89 ° 50'W), at 2014.13 feet pass a concrete highway
monument, at 2017.43 feet a 5/8"iron rod in concrete found to the right 0.12 feet for a total
distance of 2,020.89 feet to a concrete highway monument found on the South line of said Lot
3,being on the East Right of Way of F.M.1694(Callicoate Road),for the Southeast corner of
said 1.198 acre tract,for the Southwest corner of this herein described tract;
THENCE N 00°54'03"W, (called N 00°28'30"W),a distance of 1,594.63 feet to a 5/8"iron
rod set on the East Right of Way of F.M. 1694(Callicoate Road),for the Southwest corner of
said 2.50 acre tract, for a corner of this herein described tract, from which, a found 1/2"iron
pipe bears:S 88°21'40"W-1.06 feet;
THENCE N 89°41'33"E, (called S 89°50'E—198'),a distance of 198.00 feet to a 5/8"iron
rod set for the Southeast corner of said 2.50 acre tract, for an interior corner of this herein
described tract;
THENCE N 00°54'03"W, (called N 00°28'30"W—550'), at 547.90 feet pass a found 5/8"
iron bar 0.26 feet left,continuing for a total distance of 550.00 feet to a 1/2"iron rod found for
the Northeast corner of said 2.50 acre tract,for an interior corner of this herein described tract;
THENCE S 89°42'43"W,(called N 89°50'W—198'),a distance of 198.00 feet to a 5/8"iron
rod set on the East Right of Way of F.M. 1694(Callicoate Road)for the Northwest corner of
said 2.50 acre tract,for a corner of this herein described tract;
THENCE N 00°54'03"W,(called N 00°28'30"W),a distance of 1,858.99 feet to a 5/8"iron
rod set on the North line of said Lot 4 and South line of said Lot 6,being on the East Right of
Way of F.M. 1694 (Callicoate Road), being the Northeast corner of said 1.198 acre tract,for
the Northwest corner of this herein described tract, from which, a found 1/2" iron rod bears:
S 89°29'28"W-2.44 feet;
THENCE N 89°29'28"E,(called S 89°50'E)at 29.79 feet a found 5/8"iron rod 0.18 feet left,
being the Southwest corner of a called 213.554 acre tract, as conveyed to 4 J Land, LTD,
described as Tract II in Document#2015004604 in the Official Public Records of Nueces
County, Texas, continuing for a total distance of 2,328.12 feet to a 1"iron bar found on the
South line of said Lot 6, same being the South line of said 213.554 acre tract, being the
Northeast corner of said Lot 4, the Northwest corner of said 297.80 acre tract and the
Northwest corner of said Lot 5,for a corner of this herein described tract;
THENCE N 89° 13'50"E, a distance of 1,095.44 feet(called S 89°50'00"E—1,093.85')to a
5/8"iron rod with plastic cap stamped Bass and Welsh found on the Southwest line of a called
48.589 acre tract,as conveyed to Herbert L. Holcomb and Yvette D.Holcomb in Document#
830913 in the Official Public Records of Nueces County,Texas,being the Southeast corner of
said Lot 6 and said 213.554 acre tract,being the upper Northeast corner of Lot 5 and of this
herein described tract;
THENCE S 53°55'07"E,a distance of 3,467.55 feet(called S 53°15'00"E)to a 5/8"iron rod
with plastic cap stamped#5652 set on the West Right of Way of F.M.24(Violet Road),for the
Southeast corner of said 48.589 acre tract, being on the upper East line of said Lot 1,for the
Northwest corner of a called 1.802 acre tract, as conveyed to the State of Texas in Volume
547,Page 595 in the Deed Records of Nueces County,Texas,for the Northeast corner of this
herein described tract;
THENCE S 09° 38' 59" W, with the West line of said F.M. 24 (Violet Road) a distance of
1,977.50 feet(called S 10°22'W)to a 5/8"iron rod(0.16 feet Southwest of a 1/2"iron rod with
plastic cap stamped CDS Muery)found on the South line of said Lot 1 and the West Right of
Way of F.M. 24 (Violet Road), being the Southwest corner of said 1.802 acre tract and the
Northeast corner of a called 246.302 acre tract, as conveyed to Equistar Chemicals, LP in
Document #1999027620 in the Official Public Records of Nueces County, Texas, for the
Southeast corner of this herein described tract;
THENCE S 89°22'27"W,a distance of 3,076.73 feet(called N 89°50'W)to a 5/8"iron rod
found on the South line of said Lot 1,for the Northwest corner of said 246.302 acre tract and
the Northeast corner of said 209.122 acre tract,for a corner of this herein described tract;
THENCE S 89° 37' 33"W, (called N 89° 50'W) a distance of 733.93 feet to the POINT OF
BEGINNING and containing 494.32 acres of land,more or less,within these metes and bounds.
NOTE:
There is to be a proposed 3.67 acre drill site tract near the Southwest corner of said 297.80
acre tract,and is described as follow:
BEGINNING at a point (X=1,271,133.81 &Y=17,187,508.27) on the North line of a called
209.122 acre tract, as conveyed to HAC Materials, LTD. In Document#2013016795 in the
Official Public Records of Nueces County,Texas,same being the South line of said Lot 2,for
the Southwest corner of this herein described designated 3.67 acre drill site tract,from which,
a 1"iron bar found for the Southeast corner of a called 200 acre tract,as conveyed to Thomas
M. Bernsen and Delores Hill Bernsen,described as Tract 4 in Document#2005035072 in the
Official Public Records of Nueces County,Texas,same being the Southeast corner of Lot 3 of
said Subdivision and the Southwest corner of said Lot 2 bears:S 89°37'33"W,a distance of
268.00 feet;
THENCE N 00°28'34"W,a distance of 400.00 feet to a point for the Northwest corner of this
herein described 3.67 acre tract;
THENCE N 89°37'33"E, a distance of 400.00 feet to a point for the Northeast corner of this
herein described 3.67 acre tract;
THENCE S 00°28'34"E,a distance of 400.00 feet to a point on the North line of said 209.122
acre tract and South line of said Lot 2,for the Southeast corner of this herein described 3.67
acre tract;
THENCE S 89° 37' 33"W, (called N 89° 50'W) a distance of 400.00 feet to the POINT OF
BEGINNING and containing 3.67 acres of land,more or less,within these metes and bounds.
• All bearings,distances,coordinates and acreage recited refer to the State Plane Coordinate
System,NAD83,Texas South Zone,with control established based upon NGS Monument SP 210
X=1,273,908.08 and Y=17,183,592.16
FILE No.180236310
EXHIBIT B
Schedule of Value
CITY OF CORPUS CHRISTI
INDUSTRIAL DISTRICT
SCHEDULE OF VALUE
Company Name: Contract Number
Contact Name: As of 1/1/2015
Telephone: Due 8/31/ 2015
Address:
Address:
Geographic ID
####-####-####or Description Land Pre Total
2007 2008 2009 2010 2011 2011 2013 2014
# #
2007
••• •
•
•
•
•
•
r
Total
I, ,a duly authorized official of the above company,do swear that the information provided is accurate
to the best of my knowledge.
Signature of Authorized Official Date
Email Printed Name Authorized Official's Title
Sworn to and subscribed before me by on this day of , 20
(Personalized Seal)
Notary Public's Signature
1of1