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R2018-022 2018-01-22RESOLUTION NO. R2018-22 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into an Industrial District Agreement Extension with Denbury Resources, Inc. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City and Denbury Resources desire to extend the Industrial District Agreement previously entered into by the parties on August 8, 2011. Section 2. That certain Industrial District Agreement Extension by and between the City of Pearland and Denbury Resources, Inc., a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby approved. Section 3. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an approved Industrial District Agreement Extension. PASSED, APPROVED and ADOPTED this the 22nd day of January, A.D., 2018. ATTEST: 1 UNG RFIN QTY S RETAI Y APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR ``�,►► � � � n,,,, 0• 7.0 . INDUSTRIAL DISTRICT AGREEMENT EXTENSION STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BRAZORIA THAT THIS INDUSTRIAL DISTRICT AGREEMENT EXTENSION (this "Extension") is made on this day of January, 2018, by and between the City of Pearland, Texas, a municipal corporation in Brazoria County, Texas (the "City") and Denbury Onshore, LLC, a Delaware limited liability company ("Denbury"). WITNESSETH WHEREAS, the City and Denbury are parties to that certain Industrial District Agreement, dated as of August 8, 2011, attached hereto as Exhibit "A" (the "Agreement"; capitalized terms used but not defined herein will have the meaning given to those terms in the Agreement); and WHEREAS, the City desires to continue reasonable measures to attract industry and thereby enhance the economic stability of the City; and WHEREAS, under authority granted pursuant to Section 42.044 of the Texas Local Government Code, the City established and seeks to continue an industrial district within the exclusive extraterritorial jurisdiction of the City; and WHEREAS, the City and Denbury recognize the City's annexation authority pursuant to Section 43.0116 of the Texas Local Government Code; and WHEREAS, Denbury has purchased or leased land and assets located in the industrial district; and WHEREAS, Denbury recognizes the benefits to be derived by being located within an industrial district; and WHEREAS, the City and Denbury are entering into this Extension to extend the Agreement upon the terms and conditions stated herein; NOW, THEREFORE, For and in consideration of the covenants and agreements contained herein and pursuant to authority granted to the City under the provisions of Section 42.044 of the Texas Local Government Code, the City and Denbury hereby agree as follows: 1. Extension of the Agreement. The term of the Agreement shall be extended as follows: City of Pearland Resolution R2018-22 - 1 - Pearland IDA — PILOT Extension 1-2018 a. Section 3.2 of the Agreement shall reflect the extension by (i) replacing the date "January 31, 2018„” with the date "January 31, 2019,"; and (ii) replacing the word "seven" with the word "eight"; b. Section 4.1 of the Agreement shall reflect the extension by (i) replacing the word "seventh" with the word "eighth"; (ii) replacing the phrase "but in no event later than January 31, 2018" with the phrase "but in no event later than January 31, 2019"; (iii) replacing the phrase "it is agreed by the parties hereto that the taxes on the Property for calendar year 2018 are not considered a part of this agreement" with the phrase "it is agreed by the parties hereto that the taxes on the Property for calendar year 2019 are not considered a part of this agreement"; and (iv) replacing the phrase "In the event that this Agreement is not extended for an additional period or periods of time on or before January 31, 2018" with the phrase "In the event that this Agreement is not extended for an additional period or periods of time on or before January 31, 2019"; and c. Section 6.4 of the Agreement shall reflect the extension by replacing the name "Jim Howard" with "Donna Lawrence" as the person to whom notices to Denbury should be directed. 2. Entire Agreement; Full Force and Effect. Except as extended or modified in this Extension, each term and provision of the Agreement is ratified and confirmed and will and does remain in full force and effect. [Remainder of page intentionally blank; Signature page follows] City of Pearland Resolution R2018-22 - 2 - Pearland IDA — PILOT Extension 1-2018 IN WITNESS WHEREOF, the parties have made and executed this Extension in multiple copies, each of which shall be an original, as of this day of January, 2018. DENBU ONSHORE, LLC By: Name: AI v 17 S t reAt2 ri Title: 5-V P OP w r,n•�5 STATE OF TEXAS COUNTY OF BRAZORIA CITY OF PE AND, TJXAS By: Name: cJtC- Title: (7, This instrument was acknowledged before me on this Z3 day of . -u-a-r , 20/S by C. / f ea-rszvi STATE OF TEXAS § COUNTY OF COLLIN N ary blic •'I "'' JENIFER K. SMITH O Pc*"i €.•.Nk£ Notary Public. State of Texas z'. �,�F Comm. Expires 07-15-2018 'I�Oi'`4.4' Notary ID 844803 This instrument was acknowledged before me on this day of 0--"44-44-9- , 2018, by - 6,1A•i- djLe t4 the h . I/rP., CS14244.. .a of Denbury Onshore, LLC. L-Ageax_r_rr2- NotarS' Public �' ROMA NAPOLEONE 4 ?;`t,ENotary Public, State of Texas Comm. Expires 08-29-2020 Notary ID 128954933 City of Pearland Resolution R2018-22 - 3 - Pearland IDA - PILOT Extension 1-2018 EXHIBIT "A" The Agreement (see attached) City of Pearland Resolution R2018-22 - 4 - Pearland IDA — PILOT Extension 1-2018 Resolution No. R2018-22 Exhibit "A" RESOLUTION NO. R2011-91 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO AN INDUSTRIAL DISTRICT AGREEMENT DENBURY RESOURCES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Industrial District Agreement by and between the City of Pearland and Denbury Resources, Inc., a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an approved Industrial District Agreement. PASSED, APPROVED and ADOPTED this the 8th day of August, A.D., 2011. ATTEST: YO lfiG, CI SEC TARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR Exhibit "A" Resolution No. R2011-91 INDUSTRIAL DISTRICT AGREEMENT STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BRAZORIA THAT THIS INDUSTRIAL DISTRICT AGREEMENT (the "Agreement") is made on this the $`s day of August, 2011 by and between the City of Pearland, Texas, a municipal corporation in Brazoria County, Texas (the "City") and Denbury Onshore, LLC, a Delaware limited liability company ("Dcnbury"). WITNESSETH WHEREAS, the City desires to adopt reasonable measures to attract industry and thereby enhance the economic stability of the City; and WHEREAS, under authority granted pursuant to Section 42.044 of the Texas Local Government Code, the City seeks to establish an industrial district within the exclusive extraterritorial jurisdiction of the City; and WHEREAS, Denbury has purchased or leased land and assets located in the proposed industrial district; and WHEREAS, Denbury recognizes the benefits to be derived by being located within an industrial district; and WHEREAS, the City and Dcnbuty desire to enter into this Agreement upon the terms and conditions stated hereinafter; NOW, THEREFORE, For and in consideration of the covenants and agreements contained herein and pursuant to authority granted to the City under the provisions of Section 42.044 of the Texas Local Govermnent Code, the City and Dcnbury hereby agree as follows: I. DEFINITIONS "Annual Payments" means payments made to City by Denbury in lieu of taxes on said Property equal to sixty five percent (65%) of the amount of ad valorem tax value, as determined by BCAD, which would otherwise be payable to City by Denbury if said Land were situated within the city limits of Pearland. "BCAD" means Brazoria County Appraisal District and includes its successors and assigns. "City" is defined in the preamble hereof and includes its successors and assigns. 1 Pearland MA Mod 8-1 Page 9 of 20 "Denbury" means Denbury Onshore, LLC, its subsidiaries and affiliates and includes their successors and assigns. For purposes of this Agreement, "affiliates" means all companies and entities which Denbury, directly or indirectly, owns or controls, is owned or controlled by, or with which Denbury is under common ownership or control. "Industrial District" means the industrial district created pursuant to this Agreement as described by metes and bounds on Exhibit "A" and depicted on Exhibit "B" attached hereto. Such industrial district includes all of Denbury's Land described therein together with any and all improvements, personal property and minerals owned, leased or possessed by Denbury. "Property" includes all of the real property owned, leased or possessed by Denbury and located in the Industrial. District ("Denbury's Land"), and all minerals, improvements and personal property located on, under, or in Denbury's Land whether such minerals, improvements or personal property are owned, leased or possessed by Denbury. "Value Year" means a calendar year commencing on January 1 and ending on December 31. II. ANNEXATION/INDUSTRIAL DISTRICT RIGIITS 2.1 City Services and City Codes. During the term hereof, the City shall not provide the Property with any City services except Fire Suppression and Emergency Medical Services nor shall the City, to the extent allowed by law, apply its ordinances, rules or regulations to the Propertyor Denbury's operations on the Property. 2.2 Protection of City Annexation Authority. City hereby guarantees that the Property shall remain in its extratenitorial jurisdiction and shall be immune fioni annexation by the City during the tcnn of this Agreement. DENBURY PAYMENTS 3.1 Method of Appraisal. Under the terms of the Texas Tax Code, the appraised value for tax purposes of property lying within the corporate limits of the City is determined by BCAD. Although the City and Denbury recognize that BCAD has no authority to appraise the Property for purposes of computing the payments to be made by Denbury hereunder, nonetheless the City and Denbury hereby agree that the final value of the Property as determined by BCAD after the resolution of all appeals, if any, shall be the value of the Property for purposes of this Agreement. Denbury recognizes that in making such appraisal for purposes of Denbury's payments, BCAD must appraise the entire Property. Denbury agrees that BCAD employees or agents shall have tlhc right and privilege at reasonable times to go upon Denbury's Property for purposes of appraising the Property, and Denbury shall furnish appropriate information regarding the Property. Nothing in this Agreement shall be construed to be in derogation of BCAD's authority to establish the appraised value of land, improvements and tangible personal property within the corporate limits of the City for ad valorem tax purposes. - 2 - Peariand LDA Mod 8-1 Page 10 of 20 3.2 Annual Payments. On or before January 316' of each year covered by this Agreement, beginning with January 31, 2012 and ending on January 31, 2018„ Denbury shall make seven Annual Payments to City. 3.3 Method of Protest. In the event Denbury elects to protest the valuation set on any of its Property for any year or years during the term hereof, nothing in this Agreement shall preclude such protest and Denbury shall have the right to take all legal steps desired by it to reduce the same as if such property were located in the City limits. Notwithstanding any such protest by Denbury, Denbury agrees to pay City each Annual Payment in full, on or before the January 3151 duc date, based on the uncontested portion of the value proposed by the tax authorities. When the valuation of said property has finally been 'determined, either as the result of an appraisal review board decision, final judgment of a court of competent jurisdiction or as a result of other final resolution or settlement of the controversy, the excess portion of the Annual Payment, if any, collected by the City shall be returned to Denbury or Denbury shall pay the City any shortfall in prior payments, all within forty-five (45) days after said final determination. In the event Denbury defaults and fails to timely pay any amounts due City under this Agreement, Denbury shall be obligated to pay all penalties, interest, fees and costs associated with City's enforcement of its rights hereunder. IV. TERM OF AGREEMENT 4.1 The term of this Agreement shall commence on August 15, 2011 and shall end upon the City's receipt of the seventh Annual Payment, but in no event later than January 31, 2018, unless terminated earlier in accordance with thc terms of this Agreement. For clarification purposes, it is agreed by the parties hereto that the taxes on the Property for calendar year 2018 are not considered part of this agreement. This Agreement may be extended for an additional period or periods of time upon mutual consent of the parties hereto as provided in Section 42.044 of the Texas Local Government Code, as such may he hereafter amended. In the event that this Agreement is not extended for an additional period or periods of time on or before January 31, 2018, thc covenant of the City not to annex the Land shall terminate, and the City shall have the right to commence immediate annexation proceedings as to all of the Property covered by this Agreement without regard to any limitations established in this Agreement. V. TERMINATION 5.1 Default in Payments. This Agreement may be terminated by the City upon. thirty (30) days advance written notice upon Denbury's failure to make any payments required hereunder. 5.2 City's Rights in Event of Denbury's Default. In addition to any other rights or remedies provided at law or in equity, thc City shall be entitled to a tax lien on Property - 3 - Pearland IDA Mod 8-1 Page 11 of 20 in the event of Denbury's default in making payments required in this Agreement. Said delinquent payments shall accrue penalty and interest in like manner as delinquent ad valorem taxes and may be collected by the City in the same manner as provided by law for delinquent ad valorem taxes. VI. MISCELLANEOUS PROVISIONS 6.1 Bindblg Effect. This Agreement shall inure to the benefit of and be binding upon the City and Denbury and shall remain in force whether Dcnbury sells, assigns or in any other manner disposes of, either voluntarily or by operation of law, all or any part of the Property, and the agreements herein contained shall be held to be covenants running with the land for as long as this Agreement or any extension thereof remains in force. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. 6.2 Non -waiver. Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing hcrcundcr upon default or failure of performance shall not be considered a waiver of the right to insist on. and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of perforrnance. 6.3 Applicable Laws. This Agreement is subject to and shall be construed in accordance with the laws of the State of Texas, the City Charter and Ordinances of the City of Pearland, the laws of the federal government of the United States of America and all rules and regulations thereof This Agreement is performable in Brazoria County, Texas and the Parties hereto agree that venue shall be exclusively set in Brazoria County, Texas. 6.4 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed received on the earlier date of actual receipt or the third (3'a) day following deposit in a United States Postal Service post office or receptacle with return receipt requested addressed to the other party at the address set forth below or at such other address as the receiving party may be prescribed by notice of the sending party: TO CITY: City of Pearland Bill Eisen, City Manager 3519 Liberty Drive Pearland, Texas 77581 TO COMPANY: Jinn Howard Dcnbury Onshore, LLC 5320 Legacy Drive Plano, Texas 75024 6.5 Captions. The captions at the beginning of the articles, sections, and subsections of this Agreement are guides and labels to assist in locating and reading such articles, sections and subsections and therefore will be given no effect in construing this Agreement and 4 - Peartand IDA Mod 8-1 Page 12 of 20 shall not be restrictive of or be used to interpret the subject matter of any article, section, subsection or part of this Agreement. 6.6 Remedies. The rights and remedies contained in this Agreement shall not be exclusive but shall be cumulative of all rights and remedies now or hereafter existing, whether by statute, at law, or in equity. 6.7 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 6.8 Severability. In the event any one or more words, phrases, clauses, sentences, paragraphs, sections, or other parts of this Agreement or the application hereof to any person, firm, corporation or circumstances shall be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, then the application, invalidity or unconstitutionality of such word(s), phrase(s), clause(s), sentence(s), paragraph(s), section(s), or other part(s) of this Agreement shall be deemed to be independent of and severable from the remainder of this Agreement, and the validity of the remaining parts of this Agreement shall not be affected thereby. 6.9 Payment to Outside Consultants. Denbury also agrees to compensate for, or pay directly, the Brazoria County Appraisal District's outside tax consultant's actual charges each year, not to exceed $10,000.00 annually during the term of the Agreement 7.0 Entire Agreement. This Agreement contains all agreements of the parties relating to the subject matter hereof and is the full and final expression of the Agreement between the parties. IN WITNESS WHEREOF, the parties have made and executed this Agreement in multiple copies, each of which shall be an original, as of this 8th day of August, 2011. DENBU ONS �� ' , LLC CITY OF PEARLAND, TEXAS 4�,,.� By: y: N : Charles E. Gibson Name: Bill Eisen Title: Vice President -West Title: City Manager 5 Pearland IDA Mod 8-1 Page 13 of 20 STATE OF TEXAS COUNTY OF BRAZORIA This instrument was \N iA« STATE OF TEXAS § acknowledged before me on this nay of Prvi.u,si- , 2011, by ,,`„p\lnen p/rr4h lll r` :'� PRY pGe� I: -0, WQLQ 2c. 'co' l tart' Public COUNTY OF COLLIN This instrument was acknowledged before me on this 1 CI day of Charles E. Gibson, Vice President -West, Denbury Onsh+re, LLC. , 2011, by 6 Pearland IDA Mod 8-1 Page 14 of 20 EXHIBIT "A" City of Peartand 689 Acres Proposed Annexation Area, No. 5 STATE OF TEXAS COUNTY OF BfORIA H.T. & S.R.R. Co. Survey, Aµ292 & George C. Smith Survey A-552 METES AND BOUNDS DESCRIPTION of 559 acres, more or less, to be annexed Into the City of Pearlard in the M.T. & B.R.R. Co. Survey, Section 29, Abstract No. 292 and the George C. Smith Survey, Abstract Nc, 552 in Brenda County, Texas. Said 589 acre annexation tract Is within a portion of the Allison Richey Gulf Coast Home Company Suburban Gardens Subdivision of said Section 29 ae recorded ill Volume 2, Purge '101 of the Brezorda County Deed Records and is More particularly described by motes and bounds as follows; BEGINNING at the point of intersection of the north right -of --way line of Hastlnt}e Field Read (County Rod 413), with the east line of the Burlington Northern and Santa Fe Railroad Company right-of-way (based on a width of 100 -feet), said point Is the southwest corner of City of Peariand Ordinance Nunbe.r 1038; THENCE, Easterly, along the south brie of said Ordinance Number 1038, awe being the north line of sid Hastings Field Road. fora distance of 4,372 feet, more or less, to a point in the westerly line of City of Peariand Ordinance Number 755; THENCE, Southerly, crossing said Hastings Field Road and with the westerly line of said Ordinance Number 755, same being the projected oast Brea of a 4.00 acre tract described in a deed recorded In Clerk's File No. 03 003407 irr the erazorla County Clerk's Office, for a distance of 710 feet, more or less, to a point in the common line between Lot 13 and Lot 14 of the aforementioned Section 29; THENCE, Easterly, continuing along the westerly line of said Ordinance Number 756, same toeing the common line between Bald Lot 13 and Lot 14, for a distaste of 352 feet, more or less, to the northeast corner of said Lot 14; THENCE, Southerly, continuing slang the westerly tine of sad Ordinance Number 756, saran being the comrnon Ilne between Lot 14 and Lot 20 and tho common line betvvoen Lot 15 and Lot 21 of said Section 20, fora distance of 1,320 feet, more or fess, to the esxrthwest corner of said Lot 21; Page 15 of 20 THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, Fame being the comrnoli tine between Lot 21 and Lott 22 of said Section 29, for a distance of 660 fact, more or less, to the northeast c mar of saki Lilt 22; THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same being the common tine betuaen Lot 22 and Lot 26 of said Section 29, for a distance of 660 feet, more or lees, to southwest corner of said Lot 28, said point is in the centerline of South Hastings Field Reed (County Road 414); THENCE, Easterly, continuing along the westerly line of said Ordinanoe Number 755, sank being the common line between Lot 28 and Lot 29 of said Section 29, for a distance of 436 feet, more or less, to the northeast corner of a tract of land eallsd `Tract 2' in a deed recorded in Volume 1402, Page 836 in the 13razorla County Geed Records; THENCE, Southerly, continuing along the westerly Brae of said Ordinance Number 755, same being the east line of said 'Tract 2.', fora distance of 269 fest, more or less, to the southeast corner of said `Tract 2', same being the southwest corner of a tract of land described in a deed to Antonia. Fonseca, et ux, as recorded ;n Clerk's File No, 2004064823 in the Brazorta County Clerk's Office; THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, sarna being the south Eine of said Fonseca Tract, for a distance of 174 feat, more or less, to a point in the common line between Lot 29 and Lot 34 of the aforementioned Section 29; THENCE, Southerly, continuing along the westerly tine of said Ordinance Number 755, same being the common lira between said Lots 29 arc] 34 and the common line between Lot 30 and Lot 35 of said Section 29, for a distance of 1,051 feet, more or less, to the southeast corner of saki .Lot 30; THENCE, Easterly, continuing along the westerly lire of said Ordinance Number 755, same being the common lane between Lot 35 and Lot 36 of said Section 29, for a distance of 860 feet, more or lees, to the northeast comer of sal d Lot 36; THENCE, Southerly, cr,Yntiniiirg along the westerly line of said Ordinance Number 756, same being the con mon line between Lot 38 end Lot 43 and between Lot 37 and Lot 44 of said Section 29, for distance of 1,197 feet, more or leas, to the northerly line of City of Pearlanrl Ordinance Number 31 (100 -foot wide strip), said point Is 100 f' et north of the north right-of-way line of Nastira,gs Cannon Road (County Road 12$), THENCE, Westerly, along the northerly Eine of Bald Ordinance Number 31, same baring 100 feet north of and parallel to the north lime of said County Road 128, for a distance of 6,517 feat, more or less, to the easterly line of the aforementioned Burlington Northern and Santa Fe Railroad Company right-of-way, THENCE, Northwesterly, elong the easterly Jinn of said Burlington Northern and Santa Fe Railroad Company right-of-way fo a distance of 5,313, feet more 4r I@ss, to the POINT OF BEGINNING, containing a computed area of 589 acres of land more or less, SAVE ANC) Page 16 of 20 EXCEPT A 42.5$1 acre Agricultural Exemption Tract evidenced in deeds recorded in.Clerk's He No. 91920 763 in the Orazoria County Official Records and in Clerk's Pile No,s 2010010093, 20100010694 and 20100010695 in the Brazoria County Clerk's Office, yieithng a computed Net Area of 540 acres. NOTES: 1. This do ument was prepared under 22 TAC 1363.2.1, does flat reflect the results of an on the ground survey, end is not tcbe used to convey or establish interests in renal property except those rights and Interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was :prepared. 2. A separate survey plat has been prepared in connection with this metes and bounds description, The Wilson Survey Group, Inc. 2006 East Broadway, Suite 105 Pearland, Texas 77581 (281) 455-3991 Job No, 10-110 MiCH FL if WILSON , tt ;44.L.e.42E) Michael 0. R,P.L.S, Registration No 4821 04,1 0 Page 17 of 20 City of Pearland Industrial District: Area 5 Property within the City of Pearland 0 Feet Prepared by Evan DuVall November 2010 Sec. 43.0116. AUTHORITY OF MUNICIPALITY TO ANNEX INDUSTRIAL DISTRICTS. (a) Notwithstanding any other law and subject to Subsection (b), a municipality may annex all or part of the area located in an industrial district designated by the governing body of the municipality under Section 42.044 under the requirements applicable to a tier 1 municipality. (b) A municipality that proposes to annex an area located in an industrial district subject to a contract described by Section 42.044(c) may initiate the annexation only: (1) on or after the date the contract expires, including any period renewing or extending the contract; or (2) as provided by the contract. Page 19 of 20