R2019-023 2019-01-28 RESOLUTION NO. R2019-23
A Resolution of the City Council of the City of Pearland,Texas,authorizing the
City Manager or his designee to enter into a 2nd Extension of the Industrial
District Agreement 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 Industrial District Agreement Extension.
PASSED, APPROVED and ADOPTED this the 28th day of January, A.D., 2019.
)g2y(
TOM REID
MAYOR
ATTEST:
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7-9
UNGT C 71-,\ITY S RETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
EXECUTION VERSION Resolution R2019-23
Exhibit "A"
INDUSTRIAL DISTRICT AGREEMENT SECOND EXTENSION
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF BRAZORIA §
THAT THIS INDUSTRIAL DISTRICT AGREEMENT SECOND EXTENSION (this
"Second Extension") is made on this 29th day of January, 2019, 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 "Original Agreement"), which was
extended by that certain Industrial District Agreement Extension, attached hereto as Exhibit "B"
(the "First Extension"; the Original Agreement, as extended by the First Extension, 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 Second 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:
- 1 - Pearland IDA—PILOT Extension 1-2019
EXECUTION VERSION
a. Section 3.2 of the Agreement shall reflect the extension by (i) replacing the date
"January 31, 2019," with the date "January 31, 2024,"; and (ii) replacing the word
"eight" with the word "thirteen"; and
b. Section 4.1 of the Agreement shall reflect the extension by (i) replacing the word
"eighth" with the word "thirteenth"; (ii) replacing the phrase "but in no event later
than January 31, 2019" with the phrase "but in no event later than January 31,
2024"; (iii) replacing 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"
with the phrase "it is agreed by the parties hereto that the taxes on the Property for
calendar year 2024 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, 2019"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, 2024".
2. Entire Agreement; Full Force and Effect. Except as extended or modified in this Second
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]
- 2 - Pearland IDA—PILOT Extension 1-2019
EXECUTION VERSION
IN WITNESS WHEREOF, the parties have made and executed this Second Extension in
multiple copies, each of which shall be an original, as of this 29th day of January, 2019.
DENBURY ON ORE,LLC CITY OF PE LAND, TEXAS
By: By: (4,-.----
Name: Fames S. rnq. +G�-rS Name: (
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Title: EV191- GthpfJ G1*)1S4
Title: (iI /04,,t,")t/'
STATE OF TEXAS §
§
COUNTY OF BRAZORIA §
This instrument was acknowledged before me on this�/day of , 2019,0AAAAkli
by h I Okvai ` e-O‘r6 i 0 the CA V .-via_C of City of Pearland, Texas.
• I
.".., MARIA ESCALANTE RODRIGUEZ Notary Public ! 4
Notary ID#1069221-7
.JIN My My Commission Expires
'' ' March 14,2021
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on this22 day of dan ma , 2019,
by Jar tS S, I/ Qi the EVP Aryl achiS4 of Denbury Onshore, LLC.
.gf i� SUSAN HAMILTON Notary Public
:aotitr`Y a�eG=NotaryPublic,State of Texas
% ,. P Comm. Expires 11-18-2022
'b.1.6i ` Notary ID 3092496
,nnn,
- 3 - Pearland IDA—PILOT Extension 1-2019
EXECUTION VERSION
EXHIBIT "A"
The Original Agreement
(see attached)
- 4 - Pearland IDA—PILOT Extension 1-2019
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 8`y' 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("Denbury").
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 Denbury 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
Government Code, the City and Denbury 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 IDA Mod 8-1
"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 RIGHTS
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 extraterritorial jurisdiction and shall be immune from annexation by
the City during the term of this Agreement.
III.
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 the 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 - Pearland IDA Mod 8-1
3.2 Annual Payments. On or before January 31st 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 315` due 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 the 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
be 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, the 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 Rr2hts in Event of Denbury's Default. In addition to any other rights or
remedies provided at law or in equity, the City shall be entitled to a tax lien on Property
- 3 - Pearland IDA Mod 8-1
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 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the
City and Denbury and shall remain in force whether Denbury 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 hereunder 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 performance.
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"d) 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: TO COMPANY:
City of Pearland Jim Howard
Bill Eisen, City Manager Denbury Onshore, LLC
3519 Liberty Drive 5320 Legacy Drive
Pearland, Texas 77581 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 - Pearland IDA Mod 8-1
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.
DENBUIY ONS I + , LLC CITY OF PFARLAND, TEXAS
By: -- By
Nani •: Charles E. Gibson — _ Name: Bill Eisen
Title: Vice President-West Title: City Manager__
- 5 - Pearland IDA Mod 8-1
STATE OF TEXAS §
COUNTY OF BRAZORIA §
This instrument was acknowledged before me on this hday of , 2011, by
n„I,,,,,„'„
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'�Q,ftY pGem,�,1 Q Y
z Ian/Public
cool STATE OF TEXAS § ”"",,,,
COUNTY OF COLLI, §
This instrument was acknowledged before me on this \ ty of '":"\--t . 2011, by
Charles E. Gibson. Vice President-West. Denbury Onsh re, LLC.
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- 6 - Pearland IDA Mod 8-1
EXHIBIT"A"
City of Pearland H.T.&B.R.R.Co.Survey, A-292&
689 Acres George C.Smith Survey, A-652
Proposed Annexation Area No. 6
STATE OF TEXAS §
COUNTY OF BRAZORIA §
METES AND BOUNDS DESCRIPTION of 589 acres, more or less, to be annexed Into the City
of Pearland in the M.T. & B.R.R. Co. Survey, Section 29, Abstract No. 292 and the George C.
Smith Survey, Abstract No. 552 in Brazorla 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 as recorded in Volume 2, Page 101 of the Brazorla County Deed
Records and is more particularly described by metes and bounds as follows:
BEGINNING at the point of intersection of the north right-of-way line of Hastings Field Road
(County Road 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 Pearland Ordinance Number 1038;
THENCE, Easterly, along the south Nne of said Ordinance Number 1038, same being the north
line of said Hastings Field Road, for a distance of 4,372 feet, more or less, to a point in the
westerly line of City of Pearland Ordinance Number 765;
THENCE, Southerly, crossing said Hastings Field Road and with the westerly line of saki
Ordinance Number 755, same being the projected east line of a 4.00 acre tract described in a
deed recorded in Clerk's File No. 03 003407 in the Brazorla County Clerk's Office,for a distance
of 710 feet, more or less, to a point in the common Ilne between Lot 13 and Lot 14 of the
aforementioned Section 29;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between said Lot 13 and Lot 14,for a distance of 352 feet, more or less,
to the northeast corner of said Lot 14;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 14 and Lot 20 and the common line between Lot 15 and Lot
21 of said Section 29, for a distance of 1,320 feet, more or less,to the southwest corner of said
Lot 21;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 21 and Lot 22 of said Section 29, for a distance of 660 feet,
more or less,to the northeast corner of said Lot 22;
THENCE, Southerly, continuing along the westerly fine of said Ordinance Number 755, same
being the common line between Lot 22 and Lot 28 of said Section 29, for a distance of 660 feet,
more or less,to southwest corner of said Lot 28, said point is in the centerline of South Hastings
Field Road (County Road 414);
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 28 and Lot 29 of said Section 29, for a distance of 486 feet,
more or less, to the northeast corner of a tract of land called `Tract 2' in a deed recorded In
Volume 1402,Page 838 in the Brazorla County Deed Records;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the east line of said Tract 2', for a distance of 269 feet, 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 in Clerk's File No. 2004069823 In the Brazorla County
Cleric's Office;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the south line of said Fonseca Tract,for a distance of 174 feet, more or teas,to a point in
the common line between Lot 29 and Lot 34 of the aforementioned Section 29;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between said Lots 29 and 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
said Lot 30;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 35 and Lot 36 of said Section 29, fora distance of 660 feet,
more or lees, to the northeast corner of said Lot 36;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 765, same
being the common line between Lot 36 and Lot 43 and between Lot 37 and Lot 44 of said
Section 29, for distance of 1,197 feet, more or less, to the northerly line of City of Peariand
Ordinance Number 31 (100-foot wide strip), said point Is 100 feet north of We north right-of-way
line of Hastings Cannon Road (County Road 128);
THENCE,Westerly, along the northerly line of said Ordinance Number 31,same being 100 feet
north of and parallel to the north line of said County Road 128,for a distance of 5,517 feet,more
or less, to the easterly line of the aforementioned Burlington Northern and Santa Fe Railroad
Company right-of-way;
THENCE, Northwesterly, along the easterly line of said Burlington Northern and Santa Fe
Railroad Company right-of-way for a distance of 5,313, feet more or less, to the POINT OF
BEGINNING,containing a computed area of 569 acres of land more or less,SAVE AND
EXCEPT a 42.581 acre Agricultural Exemption Tract evidenced in deeds recorded in Clerk's
File No. 91920 763 in the Brazorla County Official Records and in Clerk's File No.s
2010010693, 20100010694 and 20100010695 En the Brazoria County Clerk's Office, yielding a
computed Net Area of 546 acres.
NOTES:
1. This document was prepared under 22 TAC 66321,does not reflect the resutts of an
on the ground survey, and is not to be used to convey or establish Interests in real
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 (Ct ' Michael D.Wilson, R.P.L.S.
(281)485-3991 �` ��'S�,Y Registration No 4821
Job No, 10-119 ;t 0\471
19crl,�,Et. v. ^l(��u�1 V( ad 5 II 0
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EXHIBIT "B"
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Indu;trial District Agreement
Dated 8-8-2011
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Prepared by Evan DuVall November 2010
EXECUTION VERSION
EXHIBIT"B"
The First Extension
(see attached)
- 5 - Pearland IDA—PILOT Extension 1-2019
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 82018-22 -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 CITY OF PE AND,T XAS
Jt17 )›....vel By: i -
Name: DA v r r, 6-, J 1-IC OPARO Name: 'L y 5 �r..r't c.--,Title: SV taw_14 rev.-d5 Title: L 'ID A/A�/
STATE OF TEXAS §
§
COUNTY OF BRAZORIA § J
This instrument was acknowledged before me on this Z3 day of valuta-r . 20/?
by 0 lai Pea-run .
it.)'-ii<. c74-vi-:-141-i
N ary blit
f
. : JENIFER K, SMITH
? Notary Public.State of Texas
:'0, ;� Comm,Expires07-15-2018
-
STATE OF TEXAS § -`,p„'.`''` Notary ID 844803
§ .-................
COUNTY OF COLLIN §
This instrument was acknowledged before me on this (Pi day of CY ,2018,
by 41' 4It.e�014 the A4. (//g_ 24-4.• # o of Denbury Onshore, LLC.
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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
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 8th 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("Denbury").
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 Denbury 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
Government Code, the City and Denbury 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 IDA Mod 8-1
"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 RIGHTS
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 Dcnbury's operations on the Property.
2.2 Protection of City Annexation Authority. City hereby guarantees that the Property
shall remain in its extraterritorial jurisdiction and shall be immune from annexation by
the City during the term of this Agreement.
III.
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 the 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.
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3.2 Annual Payments. On or before January 3l51 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 315` due 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 the 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
be 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, the 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 Denburv's Default. In addition to any other rights or
remedies provided at law or in equity, the City shall be entitled to a tax lien on Property
- 3 - Pearland IDA Mod 8-1
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 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the
City and Denbury and shall remain in force whether Denbury 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 hereunder 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 performance.
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`i) 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: TO COMPANY:
City of Pearland Jim Howard
Bill Eisen, City Manager Denbury Onshore, LLC
3519 Liberty Drive 5320 Legacy Drive
Pearland, Texas 77581 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 - Pearland IDA Mod 8-1
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.
DENBUI' \)ONS I ,, LLC CITY OF P 'ARLAND, TEXAS
By:_ � By: � ��� —
Nan •: Charles E. Gibson Name: Bill Eisen
--
Title: Vice President-West Title: City Manager_
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STATE OF TEXAS §
§
COUNTY OF BRAZORIA §
This instrument was acknowledged before me on this 'day of iuSi' , 2011, by
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This instrument was acknowledged before me on this 1 ', day of tA LL- 1 . 2011, by
Charles E. Gibson. Vice President-West. Dcnbury Onsh re, LLC. .
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EXHIBIT"A"
City of Pearland H.T.&B.R.R.Co. Survey, A-292&
689 Acres Georgie C.Smith Survey,A-652
Proposed Annexation Area No. 6
STATE OF TEXAS §
COUNTY OF BRAZORIA §
METES AND BOUNDS DESCRIPTION of 589 acres, more or less, to be annexed Into the City
of Pearland in the H.T. & B.R.R. Co. Survey, Section 29, Abstract No. 292 and the George C.
Smith Survey, Abstract No. 552 in Brazorla 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 as recorded in Volume 2, Page 101 of the Brazorla County Deed
Records and is more particularly described by melee and bounds as follows:
BEGINNING at the point of intersection of the north right-of-way line of Hastings Field Road
(County Road 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 Pearland Ordinance Number 1038;
THENCE, Easterly, along the south line of Bald Ordinance Number 1038, same being the north
line of said Hastings Field Road, for a distance of 4,372 feet, more or less, to a point in the
westerly line of City of Pearland Ordinance Number 755;
THENCE, Southerly, crossing said Hastings Field Road and with the westerly line of said
Ordinance Number 755, same being the projected east line of a 4.00 acre tract described in a
deed recorded In Clerk's File No. 03 003407 In the Brazorla County Clerk's Office,for a distance
of 710 feet, more or less, to a point in the common Ilne between Lot 13 and Lot 14 of the
aforementioned Section 29;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between said Lot 13 and Lot 14,for a distance of 352 feel, more or less,
to the northeast corner of said Lot 14;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 14 and Lot 20 and the common line between Lot 15 and Lot
21 of said Section 29, for a distance of 1,320 feet, more or less, to the southwest corner of said
Lot 21;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common fine between Lot 21 and Lot 22 of said Section 29, for a distance of 650 feet,
more or less,to the northeast corner of said Lot 22;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 22 and Lot 28 of said Section 29, for a distance of 680 feet,
more or less,to southwest corner of said Lot 28, said point is In the centerline of South Hastings
Field Road (County Road 414);
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 28 and Lot 29 of said Section 29, for a distance of 488 feet,
more or less, to the northeast corner of a tract of land called 'Tract 2' In a deed recorded In
Volume 1402,Page 838 in the Brazorla County Deed Records;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the east line of said 'Tract 2', for a distance of 289 feet, 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 In Clerk's File No. 2004069823 In the Brazorta County
Clerk's Office;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the south line of said Fonseca Tract,for a distance of 174 feet, more or teas,to a point in
the common line between Lot 29 and Lot 34 of the aforementioned Section 29;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between said Lots 29 and 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
said Lot 30;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 35 and Lot 36 of said Section 29, for a distance of 660 feet,
more or less, to the northeast corner of said Lot 36;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the common line between Lot 38 and Lot 43 and between Lot 37 and Lot 44 of said
Section 29, for distance of 1,197 feet, more or less, to the northerly line of City of Peartand
Ordinance Number 31 (100-foot wide strip), said point is 100 feet north of the north right-of-way
line of Hastings Cannon Road(County Road 128);
THENCE,Westerly, along the northerly line of said Ordinance Number 31,same being 100 feet
north of and parallel to the north line of said County Road 128,for a distance of 5,517 feet, more
or Ie9s, to the easterly line of the aforementioned Burlington Northern and Santa Fe Railroad
Company right-of-way;
THENCE, Northwesterly, along the easterly line of said Burlington Northern and Santa Fe
Railroad Company right-of-way for a distance of 5,313, feet more or less, to the POINT OF
BEGINNING, containing a computed area of 589 acres of land more or less, SAVE AND
EXCEPT a 42.581 acre Agricultural Exemption Tract evidenced in deeds recorded in Clerk's
File No. 91920 763 in the Brazoria County Official Records and in Cleric's File No.s
2010010693, 20100010694 end 20100010695 in the Brazoria County Clerk's Office, yielding a
computed Net Area of 546 acres.
NOTES:
1. This document was prepared under 22 TAO 66321,does not reflect the results of an
on the ground survey, and is not to be used to convey or establish Interests in real
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. / —� L.Ji i
2006 Fast Broadway, Suits 105 � 0
Rutland, Texas 77581 �� � +� Michael D.Wilson, R,P.L.S.
(281)485-3991 4"°"+i Y :.�o� p Registration No 4821
Job No. 10-119 '1/} f,�` .,4 f �,6q'&.
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EXHIBIT "B"
9
Indutrial District Agreement
Dated 8-8-2011
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Prepared by Evan DuVall November 2010