R2024-038 2024-03-25RESOLUTION NO. R2024-38
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to enter into a 3rd Extension of an 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 25th day of March, A.D., 2024.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
DocuSign Envelope ID: 0CD57C40-DC40-4143-AD02-00EC7FD2A8FE
INDUSTRIAL DISTRICT AGREEMENT THIRD EXTENSION
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF BRAZORIA §
THAT THIS INDUSTRIAL DISTRICT AGREEMENT THIRD EXTENSION (this "Third
Extension") is made effective as of the 29th day of January, 2024, 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") and by that certain Industrial District Agreement Second Extension,
attached hereto as Exhibit"C" (the "Second Extension", the Original Agreement, as extended by
the First Extension and the Second Extension, the "Agreement", capitalized terms used but not
defined herein will have the meamng given to those terns 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 anindustrial 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 Third 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
- 1 - Pearland IDA—PILOT 3rd Extension
1 Extension of the Agreement. The term of the Agreement shall be extended as follows
a. Section 3.2 of the Agreement shall be amended and restated in its entirety to read
as follows
3.2 Annual Payments On or before January 31' of each year covered by
this Agreement,beginning with January 31,2012 and ending on January
31, 2029, Denbury shall make eighteen Annual Payments to the City;
provided, that if Denbury extends this Agreement for the Extension
Term as provided in Section 4 1,then Denbury shall make twenty three
Annual Payment to the City ending on January 31, 2034
b Section 4 1 of the Agreement shall be amended and restated in its entirety to read
as follows
4 1 Unless terminated earlier in accordance with the terms of this
Agreement or extended by Denbury in accordance with the terms of this
Agreement, the term of this Agreement shall commence on August 15,
2011 and shall end upon the City's receipt of the eighteenth Annual
Payment, but in no event later than January 31, 2029 Denbury may
extend the term of this Agreement for an additional 5-year period (the
"Extension Term") by delivering written notice to the City of its intent
to extend this Agreement for the Extension Term no later than January
1, 2029 In the event Denbury elects to extend the term of this
Agreement for the Extension Term, the term of this Agreement shall
commence on August 15, 2011 and shall end upon the City's receipt of
the twenty third Annual Payment, but in no event later than January 31,
2034 For clarification purposes, it is agreed by the parties hereto that
the taxes on the Property for the calendar year in which this Agreement
terminates or expires 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. Following the termination or expiration of this Agreement,
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.
2 January 31,2024 Annual Payment. The parties agree that notwithstanding the terms of the
Agreement (as extended and modified in this Third Extension), Denbury shall make the
Annual Payment due on January 31, 2024 on or before April 30, 2024
3 Entire Agreement; Full Force and Effect. Except as extended or modified in this Third
Extension, each term and provision of the Agreement is ratified and confirmed and will
and does remain in full force and effect.
-2 - Pearland IDA—PILOT 3'Extension
IN WITNESS WHEREOF, the parties have made and executed this Third Extension in multiple
copies, each of which shall be an original, effective as of this 29th day of January, 2024
DENBURY ONSHORE,LLC CITY OF AND, TEXAS
By By.
Name Name /ren/ 4: lJU,‘
Title Title 6:)/ frta,u2,,Cr
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on this day of , 2024,
by the of Denbury Onshore, LLC
Notary Public
STATE OF TEXAS §
COUNTY OF BRAZORIA §
This instrument was acknowledged before me on this 2 day of Ilt6Via l , 2024,
byTeXl\ QVI COOSI US the C ,M of City of Pearland, Texas.
Au4121—
tart'P lie
_` '7.74, JENNIFER SHYLAN CADMUS
4 =,•�.a `4,'= Notary Public,State of Texas
g += My Commission Expires
94.e December 17,2024
NOTARY ID 1166200-6
n
- 3 - Pearland IDA—PILOT 3'Extension
EXHIBIT "A"
The Original Agreement
(see attached)
- 4 - Pearland IDA—PILOT 3rd Extension
EXHIBIT
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 andDenbury 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 8tn day of August, A.D., 2011.
TOM REID
MAYOR
ATTEST:
„ors Ado
FOG, T'
SEC• _TARY
APPROVED AS TO FORM'
DARRIN M. COKER
CITY ATTORNEY
Exhibit "A"
Resolution No. R2011-91
INDUSTRIAL DTSTRTCT AGREEMENT
STATE OF TEXAS
COUNTY OF BRAZORIA
§
KNOW ALL MEN 13Y 'I'II ESE PRESENTS:
THAT THIS INDUSTRIAL DISTRICT AGREEMENT (the "Agreement") is made on this
the 8th day of August. 2011 by and between the City ofPcarland, Texas, a municipal corporation
in Brazoria County, 'Texas (the "City") and Danbury Onshore, LLC, a Delaware limited liability
company ("Denbury").
WI'I'N.E S SDTH
WHEREAS, the City desires to adopt reasonable measures to Mt et industry and thereby
enhance the economic stability of the City; and
WHEREAS, under authority granted pursuant to Section 42.044 of the Texas Local Govcmment
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; Lmd
WHEREAS, Denbury recognizes the benefits to be derived by being located within an indusntia
district; and
WHEREAS the City and Denbury desire to cuter into this Agreement upon the terms and
conditions stated hereinafter; NOW, THEREFORF,
For and in consideration of the covenants atd agreements contained heroin and pursuant to
authority granted to the City under the provisions of Section 42.014 of t'hc Texas Local
Government Code, the City and Denbury hereby agree as follows:
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 Denbmy if said Land were situated within
the city limits of Pentland,
"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.
Pearland IDA Mod 8. 1
"Denbury" means Denbury Onshore, I,1,C, 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 Denhury and located
in the Industrial District ("Dcnbury's hand"), and all minerals, improvements and personal
property located on, under, or in Denbmy'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.
D.
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 taw, apply its ordinances, rules or
regulnti ons to the Propertyor Denbmy'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 shrill be immune from annexation by
the City during the tern of this Agreement.
DENI3TJRY 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 malting
such appraisal for purposes of Dcnbury'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 Donbury's Property for purposes of appraising
the Property, and Denbury shall furnish appropriate information regarding the Properly.
Nothing in this Agreement shall be construed to he in derogation of 13CAD'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.
Peartand 1JA Mod 8-
3.2 Annual Payments. On or before January 31'1 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 Danbury 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 Deiibury, Denbury agrees to pay City each Annual Payment in full,
on or before the Jamwry 31a` 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 jutisdiction 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 Denbrny 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, Danibury shall be
obligated to pay all penalties, interest, fees and costs associated with City's enforcement
of its rights hereunder.
IV.
TERM OE 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, bat 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 he
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, 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 he terminated by the City upon thirty (30)
days advance written notice upon Deubury's failure to make any payments required
hereunder.
5.2 City's Rights in Event of Denbury's Default, hr addition to any other rights or
remedies provided at Jaw or in equity, the City shall be entitled to a tax Tien on Property
7'uariand IDA Mod 8-1
in the event of Denb ury'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 he binding upon the
City and Denhury 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 m- failure of performance shall not be considered a waiver of the rigid 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,'llcxas.
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 (3ie) 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 ol'Poarland
Bill Eisen, City Manager
3519 Liberty Drive
Pearland, Texas 77581
Sim 1-toward
Denbury 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
Porn -land
)A 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.
DENBLTII'K ONSHOIi.E, LLC
CITY OF PARLAND, TEXAS
By: By:
Na : Charles E. Gibson
Title: Vice President -West
ame: ill Eisen
Title: City Manager
Pcarland IDA Mod 8-1
STATE OF TEXAS
COUNTY OF BRAZORIA
This instrument was acknowledged before me on this
STATE OF TEXAS
COUNTY OF COLLIN
0OPIIA (y'"
�
.oPRYAet• t�
day of kv gusi- , 2011, by
Notary Public
Ti is 'nstrument was acknowledged before me on this ICI! day of , 2011, by
Charles E Gibson, Vice President -West, Denbury Onsh+re, LLC
41
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6 - Penland IDA Mod 8-1
EXHIBIT "A"
City of Poattand
689 Acres
Proposed Annexation Area No. 6
STATE OF TEXAS
COUNTY OF BRAZORIA
& ERR. Co. Survey, As292 &
George C. Smith Survey, A-662
METES AND BOUNDS DESCRIPTION of 589 aores, more or lass, to be annexed Into the City
of Peadend it the hCf. & B.R.R. Col Survey, Soottoo 29, Abstract No. 292 and the Gems C.
Smith Survey Abstract No, 652 In ttrerorla County, Texaa. Said 689 acre annexation tract Ls
within a portion of the Alllsor rIchoy haul{ Coast Home Company Suburban Gardens
Subdivision o sold Section 29 as recorded in Volume 2, Page 101 of the Brenda County Deed
Records and is mom particularly described by metes and bounds as follows:
BEGINNING et the point of irtersoctfon of the north right-of-way line of Hastings Field Road
{County Road 414 with the east line of the Burlington Northam and Santa Fe Railroac!
Company right-of-way (hosed on a wldth of 100-foot), said ;pint Is the southwest corner of City
of Peariand Ordinance Number 1035
THENCE, Easterly, along the south line or sold Ordinance Neater 1059,
line of au!d Hastings Field Road, fora dlutanco of 4572 fort, more or
westerly line of City of I'eerinnd Ordinance Numpor 7E5;
THENCE, Southerly, crossing sold Hee0ngo Field Road and with the westerly line of said
Ordinance Number 755, same being the projected east line of e 4.00 acre tract described in e
geed recorded In Clerk's File. No. 03 003407 In the Braaorla County Clerk's Office, far a distance
of 710 feet, more or lass, to a point In the common line between Lot 13 and Lot 14 of the
aforementioned Section2g;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 766, same
being the common line between said Lot 13 and Lot 14, fora distance of 352 feet, more or less,
to the northeast comer of said Lot 14;
THENCE„ Southerly, continuing along the westerly line of sold Ordinance Number 755, same
being the common line between Lot 14 and Lot 20 and tho common line Schisms) Lot 15 and Lot
21 o said Section 29, for a distance of 1,320 feet, more or Ises, to the southwest corner of said
Lot 21;
me being the north
sa, to a point in the
CI-IE,NCE, Easterly, continuing along the wefteriy lithe u
being the common line between Lot 21 and Lot 22 of said
more or less, to the northeast comer of said Lot 22;
d Ordinance Number 755, Berne
Wan 291 for a Waterloo of 630 foot,
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, erame
being the common line between Lot 22 and Lot 28 of said Section 29, for a distance of 660 feat,
morn or lass, to southwest comer of said LW 28, said point la In the centerline of South Hastings
Field Road (County Reed e14);
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 705, same
being the common Ilno between Lot 28 and Lot 29 of said Section 29, for a distance of 435 feet,
more or Iegs, to the 'northeast bonier of a tract of land coiled 'Trot 2 in a deed recorded In
Volume 14E2, Page 836 in the Erazorla 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 260 feat, more or lees, to the southeast
corner (f,@aid 'Tract 2', same bang the southwest corner of a tract of land described in a deed
to Antonia Fonseca, et ex, as recorded In Clerk's File No. 2994689823 in the Braaoria County
Clerk's Office;
THENCE, Easterly, continuirtg along the) westerly line of saki Ordinance Number 755, same
being the south Eno of said Fonseca Tract, for a distance of 174 feet, more or toss, 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 sold Lots 29 and 34 and the common line between Lot 35 and
Lot 35 of said Section 29, fur a distance of 1,651 feet, more or logs, to Ilia southeast corner of
sale Lot 39;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, sane
being the common line between Lot 35 and ILot 36 of said Section 29, fore distance of e60 feet,
more or less, to the northeast corner of eald Lot 36;
THENCE, Southerly, continuing along the westerly line of Bald Ordinance Number 755, earns•
being the common in 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 leas, to the northerly line of City of Pentland
Ordinance Number 31 (1094eot wide strip), said point is 109 foot north of the north righPmf-way
lino of Hastings Gannon Road (County Road 126),
THENCE, iesterly, along the northerly fine of said Ordinance Number 31, sours being 109 foot
north of and parallel to the north tine of said County Road 128, fora distance of 6,617 feet, more
or less, to the sesterly Zino of the aforementioned Burlington Northern and Banta Fe Railroad
Company right-of-way;
'rHENGE, Noithwostoriy, along the easterly tine of sold Burlington Northern and Santa Fe
Railroad Company right-of-way fora diatsnce of 5,313, feet more or leas, to fho POINT OF
fiEGINNING, containing a computed area of 589 acres of land moreor less, SAVE AND
EXCEPT n 42,381 acre Agricultural Exemption Traci eviden::od In deeds r000rded In Cleric's
Pilo No. 91920 763 In the t3rnzorla County Official Records and in Cleric's Pilo No,s
2010010093, 20100010384 and 20100010695 In the Sienna County Clerk's Office, yielding a
computed Net Area of 540 acres.
NOI
1. This document ma prepared under 22 TAC 653,21, does not reflect the results of an
an the ground survey, and is not to be used to convey or establish Interests in real
property except those rights and interests implied or eeiebiishad by the creation or
reconfiguration of the boundary of the political subdIvision for Mich itwas prepared.
2. A separate survey plat has been prepared in connection with this motes and bounds
description.
The Wilson Survey Group, Inc.
2006 East Broadway, suite 105
Pearland, Texas 77581
(281) 4196-3085
Job No, 10-119
sass r
Ichsal D. Wilson, R P.L.S'
Report atlun No 4021
o(pJ 25 1 l o
INDUSTRIAL. DISTRICT AGREEMENT
STATE OF TEXAS
COUNTY OF BRAZORIA
§
§
KNOW ALL MEN BY THESE PRESEN"r5:
THAT THIS INDUSTRIAL DISTRICT AGREEMENT (the "Agreement') is made en this
the day of , 2011 by and between the City of Pearland, Texas, a
municipal corporation in 13razona County, Texas (the "City") and Denbury Onshore, LLC, a
Delaware limited liability company ("Danbury"),
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 extratcnitorial
jurisdiction of the City; and
WHEREAS, Danbury has purchased or leased and 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
Goverment Code, the City and Danbury hereby agree as follows:
T.
DEFINITIONS
"BCAD" means 13razoria County Appraisal District and includes its successors and assigns.
"City" is defined in the preamble hereof and includes its successors and assigns.
"Denbury" means Danbury 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.
Pearland IDA Mod 8-1
"Industrial District" means the industrial district created pursuant to this Agreement. Such
industrial district includes all of Denbury's Land described therein together with any and all
improvements, personal property and minerals awned, leases or possessed by Denbury.
"Laud" means all of the real property owned, Leased or possessed by Denbury and Located
within the industrial district.
"Property" includes 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 ou December 31.
11.
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 tern of this Agreement.
DENBURY PAYMENTS
3.1 Method of Appraisal. Under the terms of the Texas Tax Cade, 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 to 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
Land, minerals and all improvements and tangible personal property of Denbury located
on the Land. Denbury agrees that BCAD employees or agents shall have the right and
privilege at reasonable times to go upon Denbury's Land for purposes of appraising the
Property. Denbury shall furnish appropriate information regarding the Property. Nothing
in this Agreement shall be construed to be in derogation of BCAll's authority to establish
the appraisal value of land, improvements and tangible personal property within the
corporate limits of the City for ad valorem tax purposes.
3.2 Payment i n Lieu of Taxes. On or before January31, 2012, and on or before each
January 31' thereafter, through and including January 31, 2018, Denbury shall make
Pcarland ILIA Mod 8-1
seven Annual Payments to the City as an amount in lieu of taxes on said Property equal
to sixty five percent (65%) of the amount of ad valorem taxes based upon thc value as set
above which would otherwise be payable to Pearland by Denbury if said Land were
situated within the city limits of Pearland or when value determined.
Method of Protest. ha the event Denbury elects to protest the valuation set on any of its
properties for any year or years during the term hereof, nothing in this Agreement shalt
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 an initial in lieu of ad valorem
tax payment, on or before the January 31" due date therefore, 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 hoard decision,
final judgment of a court of competent jurisdiction or as a result of other final resolution
or settlement of the controversy, the excess of in lieu tax payments, 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.
IV.
TERM OF AGREEMEN'I'
4.1 "Ito 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 Janumy 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 thc 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 Citv's Rights in Event of Denhurv'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
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
Pearland IDA Mod 8-1
valorem taxes and may be collected by the City i
for delinquent ad valorem taxes.
VI.
m same manner as provided by law
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
oilier marmer 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 supercedes 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 Taws 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
venue shall be 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`1) 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 he prescribed by notice of the sending party:
TO CITY:
City of Pearland
Bill Risen, City Manager
3519 Liberty Drive
Pearland. Texas 77581
TO COMPANY:
Jim Iloward
Denbury Onshore, LLC
5320 Legacy Drive
Plano,'1'exas 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
shall not be restrictive of or be used to interpret the subject matter of any article, section,
subsection or part of this Agreement.
Pearland IDA Mod 8-1
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, Elm, corporation or oiremnstances 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), pluase(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. Ucnbury also agrees to compensate for, or pay
directly, the Bracoria County Appraisal District's outside tax consultant's actual charges
each year, not to exceed $10,000.00 annually during thc 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.
7.1 Description of Lands Affected. The parcels of land included in this agreement are
described a the City of Pearland's "Area 4', more particularly described in Exhibit A,
attached hereto and made a part hereof.
IN WITNESS WHEREOF, thc parties have made and executed this Agreement in multiple
copies, each of which shall be an original, as of this day of
2011.
DENBURY ONSHORE, I,1,C CITY OE PEARLAND,'FEXAS
By:
Name: Charles .E. Gibson
Title: Vice President -West
By:
Name:
Titicc
Pearland IDA Mod 8-1
STATE OF TEXAS
COUNTY OF BRAZORTA
This instrument was acknowledged before me on this
STATE OF TEXAS
COUNTY OF COLLIN
§
§
§
day of , 2011, by
Notary Public
'Phis instrument was acknowledged before me an this day of , 20L1, by
Charles E. Gibson, Vice President -West Millbury Onshore, LLC.
Notary Public
Pearland 1DA Mod 8-1
Projected incremental Ad Valorem Tax Revenue - City of Pearland
resulting from Industrial District Agreement (IDA) covering Proposed Annexation Area 5
Assumption: $.6651/$100 assessed value
Year
2012
2013
2014
2015
2016
Incremental tax
If Annexed
$168,478
$350,997
$561,594
$772,192
$982,790
IDA
(35% discount)
($58,567)
($122,849)
($195,558)
($270,26/)
($343,977)
Incremental
Tax Revenue
$109,511
$228,148
$365,036
$501,925
$538,813
$1,843,433
Projected Total Ad Valorem Tax Revenue - City of Pearland
including tax revenue resulting from an IDA (65%) covering Proposed Annexation Area 5
Assumption: $.6651/$100 assessed value
Year
2012
2013
2014
2015
2016
IDA Tax Revenue
(35%discount)
$109,511
$228,148
$355,036
$501,925
$638,815
$1,843,433
City Tax
Revenue
$140,577
$292,686
$468,590
$644,311
$820,032
52,366,196
Total City
Tax Revenue
$250,088
$520,834
$833,626
$1,146,236
$1,458,845
$4,209,629
DISCLAIMER: The above tax revenue projections are estimates based on Denbury's net revenue
interest in the West Hastings Unit. Such projections and estimates are dependent en several
uncontrollable factors including, among othors, production results, actual tax rates, expenses and
commodity prices, Therefore, Denbury does not guarantee or warrant the accuracy of any of the
projections and estimates, and Denbury duos not assums any responsibility or liability for any
reliance thereon.
Pea riand 1.xlsx
EXHIBIT
G
RESOLUTION 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 22"d day of January, A.D., 2018.
TOM REID
MAYOR
ATTEST:
L
NG,,L•RFIN ., TRIyi
TY SE RETA•Y
APPROVED AS TO FORM'.
DARRIN M. COKER
CITY ATTORNEY
INDUSTRIAL DISTRICT AGREEMENT EXTENSION
STATE OF TEXAS
KNOW ALL MEN BY '11 IESE PRESENTS:
COUNTY OF BRAZORIA
TIIA'I' 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 Rrazoria County, "Texas (the "City") and Denbury Onshore, 1.1,C, 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 tixhihit "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 Ihereby
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 authori
43.0116 of the Texas Local Government Code; and
WHEREAS, Denbury has purchased o' leased land and ass
and
WHEREAS, Denbury r
district; and
gnizes the henelits to he deris
p
Its located in the
cant to Seetioi
ndusti 11
tricl;
d by being located within an industrial
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:
I. Extension of the Agreement. The term of the Agreement shall he extended as follows:
City of Pentland Resolution R2018-22 - - pearland IDA— PILOT L\tenSlon I-20IS
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
❑oward" with `Donna Lawrence" as the person to whom notices to 1)enbury should
be directed.
2. Entire Agreement' Full Force and Effect. Except as extended or modified in thisExtension,
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 /2haaa]
('itv of 1earl Ind Resolution 1t2018 22 Pentland IDA PILOT Extension I-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: 7
Name: J/nvrn
. 5 tagWag!)
Title: ,SVP tOot: w w r rn.ti'S
STATE OF TEXAS
COUNTY OF BRAZORIA
§
CITY OF PE AND, T XAS
By:
Name: �L1�iJ 3�Ccrao
Title: Aktv,2/
This instrument was acknowledged before me on this 23 day of\..) a.t's./ , 20/fri
by kl-i P a.rs.o,-t
STATE OF TEXAS
COUNTY OF COLLIN
§
§
N: ary
blic
JENIFER K. SMITH
Notary Public. Stole of texos
Comm. Expires 07,15 2018
Notary ID 844803
This instrument was acknowledged before me on this aQ day of ( , 2018,
by 4 S4TrmoL
the Aot . litCyRN Z7Z. c of Denbury Onshore, LLC.
Nr, tarPublic
City of Pearland Resolution R2018-22 - 3 -
ZIEI
ROMA NAPOLEONE
Notary Public, State of Texas
Comm. Expires 08-29.2020 PNotary ID 128954933
u l
Pcarland IDA — PILOT Extension 1-2018
EXHIBIT "A"
The Agreement
(see attached)
City of Pcadend Resolution R2018-22 -A- Pentland 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 Danbury 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.
TOM REID
MAYOR
ATTEST:
iv -
TARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Exhibit "A"
Resolution No. R2011-91
INDUSTRIAL DISTRICT AGREEMENT
STATE OF TEXAS
COUNTY OF BRAZORIA
KNOW ALL MEN RY'I'HbSIS PRESENTS:
THAT THIS INDUSTRIAL DIS1 RUCT AGREEMENT (the "Agreement") is made on this
the 8a' 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 witlrin 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 ns 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 Pcadand.
"BCAD" moans Brazoria County Appraisal District and includes its successors and assigns.
"City" is defined in the preamble hereof and includes its successors and assigns.
Pearland I1A Mod 8-1
Page 9 of 20
"Denbury" means Denbury Ortshore, J.J.C. its subsidiaries and affiliates and includes their
successors and assigns. For purposes of this Agreement, "affiliates" means all companies and
entities which Denhury, 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.
IL
ANNEXATION/INDUSTRIAL DISTRICT RIGHTS
2.1 Clty Services and City Codes. During the tern 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 Prnpertyor Denbnry'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.
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 proposes 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 recog iges 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 and, improvements and tangible personal property within
the corporate limits of the City for ad valorem tax purposes.
Pearland IDA Mod 8-1
Page 10 of 20
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 31" 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 resdlution 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 dote nrinatioa 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 tens of this Agreement. For
clarification purposes, it is agreed by the parties hereto that the taxes on the Pmperty 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, 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 Denhury's failure to make any payments required
hereunder.
.5.2 City's Rights In Event of Denbury's Default. Iu addition to any other rights or
remedies provided at Law or in equity, the City shall be entitled to a tax lien on Property
Ywrlund IDA Mod 8-I
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 to 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.
Vl.
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 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 bion-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 emoting as a result of any future default or
failure of performance.
6.3 Applicable Laws. This Agreement is subject to and shall be construcd in accordance
with the laws of the State of Texas, the City Charter and Ordinances of the City of
Pcarhmd, 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 vent shall be exclusively set in Brazoria County, Texas.
6.4 Notices, All notices requiied or permitted hereunder shall be in writing and shall be
deemed received on the earlier date of actual receipt or the third (3'u) day fallowing
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
Peaiand, Texas 775R1
TO COMPANY:
Jim 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
Penland IDA Mod 8-I
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 1 avment to Outside Consultants. Denbury also agrees to compensate for, or pay
dutctly, 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.
DENBUWX ONSHb1RI;, LLC
By:
Narrk Charles E. Gibson
Title: Vice President -West
CITY OF P ' ARLAND, TEXAS
By:
'r--�
Name: ill Eisen
Title: City Manager
5 - Pcarland IDA Mod 8-1
Page 13 of 20
STATE OF TEXAS
COUNTY OF BRAZORIA
§
§
This instrument was acknowledged before me on this 0 day of vni- , 2011, by
125,\1 i;,Scn 0N1A W'o
°opRYp�B<� .n A n
z sz , j; y` Ittary Public
O• )9f'OF _
§I12'4r 120 �,`, f.
STATE OF TEXAS
§
COUNTY OF COLLIN §
Ti is 'nstniment was acknowledged before me on this 1! ay of
Charles E. Gibson, Vice President -West, Denbury Onsh rc, LLC.
kllottaary Pu
lic
- 6 Pearland IDA Mod 8-1
Page 14 of 20
EXHf)3IT "A"
City of Pearland
689 Acres
Proposed Annexation Area No. 6
STATE OF TEXAS §
COUNTY OF BRAZDRIA §
H,T. & ELR.R, Co. Survey, A•292 &
George C. Smith Survey, A-662
METES AND SOUNDS DESCRIPTION of 589 acres, more or lase, to be annexed Into the City
of Pentland In the H.T. & BAR. Co. Survey, Section 29, Abstract No. 292 and the George 0.
Smith Survey, Abetted No, 552 in Brenda County, Texas. Saki 589 acre annexation tract Is
within a portion of the Allison -Richey Gulf Corset Home Company Suburban Gardens
Subd vision of amid Section 29 as recorded in Volume 2, Page 101 of the Brazoria County Peed
Records and is more partiouiady described by metes end bounds es follower
BEGINNING at the point of intersection of the north right-of-way Una of Hastings Field Road
(County Rood 413), with the east lino of Ma Bur Ington Northern and Santa Fe Railroad
Company right-of-way (based on a width of 100-feet) maid point Is the eouthwest corner of City
of Peached Ordinance Number 103B;
TiIENCE, Eaater4y, along the south line of said Ordinance Number 1038, sane being the north
line of said Hastings Field Road, for a distance of 4,572 feel, more or leas, to a point In the
westerly lino of City of Peadand Ordinance Number 755;
THENCE, Southerly, crossing said Hastings Field Road and with the westerly line of Enid
anthems Number 755, same being the projected east line of a 4.00 acre tract described In a
dead recorded In Clerk's Ills No, 03 003407 In the Brazarla County Gloria Ofnce, 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 25;
THENCE, Easterly continuing along the westerly Ilne of said Ordinance Number 755, same
being the common ine 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 efong the westerly lino of sald Ordinance Number 756, saute
being the common line between Lot 14 and Lot 20 and the common line between Lot 16 and Lot
21 o said Section 25, for a distance of 1,320 feet, more or less, to the southwest corner of said
Lot 21;
Page 15 of 20
THENCE, Easterly, continuing along the westerly lino of said Ordinance Number 765, same
being the common line between Lot 21 and Lot 22 of said Section 29, fora distance of 660 feat,
more or less, to the northeast comer of said Lot 22;
THENCE, Soother , continuing along the westerly line of sold Ordinance Number 755, genie
being the common line between Lot 22 and Lot 2B of sald Section 29, for a distance of 660 feet,
MOM or lees, 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 Tine of sold Ordinance Number 755, same
being the common line between Lot 28 and Lot 20 of said Section 29, for a distance of 486 feet,
more or lass, to the northeaat comer of a tract of and caned 'Tract 2' In a deed recorded In
Volume 1402, Page 838 in the Braaorla County Dead Records;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 755, same
being the east line of said 'Tract 21, for a distance of 269 feet, more or less, to the southeast
corner of said Tract 2', some being (te southwest corner of a tract of 'arid deacdbed In a deed
to Antonia Fonseca, et ux, as recorded to Clerk's File No. 2004059823 in the Brenda County
Clerk's Office;
THENCE, Easterly, continuing along the weetedy line of said Ordinance Number 786, same
being the south line of said Fonseca Tract, for a distance of 174 feet, more or lass, to a point in
the common line between Lot 20 and Lot 34 of the aforementioned Section 29;
THENCE, Southerly, aonuntdng along tho westerly line of sold Ordinance Number 755, same
being the common line behveen said Lots 29 and 34 and the common fine between Lot 3Cr end
Lot 35 of said Section 29, for a distance of 1,051 feet, more or leas, to the southeast corner of
salt Lot 30;
THENCE, Easterly, continuing along the westerly line of said Ordinance Number 755, same
being the common INe between Lot 35 and Lot 38 of said Section 29, fora distance of 660 feet,
more or loss, to tho northeast comer ref eald Lot 36;
THENCE, Southerly, continuing along the westerly line of eald Ordinance Number 706, same
being the common line between Lot 36 end Lot 43 and between Lot 37 and Lot 44 of said
Section 20, for distance of 1,197 feat, more or less, to the northerly line of City of Pearland
Ordinance Number 31 (100-foot wide strip), salt point le 100 foot north of the north right•af-way
line of Hastings Cannon Road (County Road 128);
THENCE Westerly, along the northerly line of sari Ordinance Number 31, same being 100 feet
north of and mullet to the north Tine of said County Road 128, fora distance of 6,517 feet, more
or less, to the easterly fine of the aforementioned Burlington Northern and Santa Fe Railroad
Company right-of-way;
THENCE, Northwesterly, Slang the easterly lino of said Burlington Northern and Santa Fe
Railroad Company right-of-way for a distance of 51313, feet more or less, to the POINT OP
BEGINNING, Containing a Computed area of 509 acres of and more or leas, SAVE AND
Page 16 of 20
EXCEPT a 42.051 acre Agricultural BxomptIon Tract evidenced In deeds recorded in Clerk's
File No. 91920 763 In the Brazorla County Official Records end in Clerks File Naps
20111016692, 20100010694 end 20100010695 in the Brazed° County Clerk's Office, yielding o
computed Nat Ares of 546 acres.
NOTES:
1. This documentwes prepared under 22 TAG 063.21, does not reflect the results of an
on the ground survey, end Is nol 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 subdivlstan for which (twee prepared,
2. A separate survey plat has been prepared In connection with this mates and bounds
description,
The Wilson Survey Group, Inc.
2006 East Broadway, Suite 106
Pearland, Texas 77681
(261)466.3991
Job No. 10.119
ilea) Js
Michael D. Wilson, RP.L.S
Registration No 4821
met 05 I 10
Page 17 of 20
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
EXHIBIT
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 2"d 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 28'1 day of January, A.D., 2019.
/G77!t 'l
TOM REID
MAYOR
ATTEST.
APPROVED AS TO FORM:
DARR N M. COKER
CITY ATTORNEY
EXECUTION VERSION
Resolution R2019-23
Exhibit "A"
INDUSTRIAL. DISTRICT AGREEMENT SECOND EXTENSION
STATE ()le TEXAS
COUNTY OF BRAZORIA
§
KNOW ALI. MEN RY TIIISE PRESENTS:
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
Pcarland, 'Texas, a municipal corporation in Brazens County, Texas (the "City") and Denbury
Onshore, LIG, 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 hut 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 ant ation authority pursuant to Section
43.0116 of the Texas Local Government Code; and
WHEREAS, Denbury has purchased or leased land and assel.s located in the industrial district;
and
WHEREAS, Denim
district; and
,cognizes the benefits to be derived by being located
n an industrial
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:
I. Extension of the Agreement. The term of the Agreement shall he extended as follows:
- I - Pearland IDA I'IL(YI Extension 1-2019
EXEC111'10N VERSION
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
I). 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 "hut 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 pat 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.Ianuay 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 njpage intentionally blank; ,Signature page follows]
{earland IDA PILQP Extnslnn -20 I`,
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: ads+
Name: Tames 5. MtlitliteA.t.r Name: C( J �t rrr.,
Title: EVs9r-(vcmeej (AAns•-I
STATE OF TEXAS
§
COUNTY OF BRAZORIA
Tillc:
This instrument was acknowledged before the on this 2-? day of
by &IC!� Pe r5o the
MARIA ESCAIAITE RODRIGUEZ
Notary ID #I06922I-7
My Commission Expires
March 14, 2021
STATE OF TEXAS
COUNTY OF COLLIN
Notary Public
This instrument was acknowledged before me on thiday of
2019,
of City of Pearland, Texas.
, 2019,
by iQrn S_ S- l ieutet_ the EUP G1re1 Grtu tl aura of Denbury Onshore, LLC.
„0:1;410, SUSAN HAMILTON
°' :r,s Notary Public. State of Texas
t �':...•'^= Comm. Expires 11-19,2022
''i:°a``,' Notary ID 3092496
Notary Public
3 - Pearland IDA — PILOT Extension 1-2019
EXECUTION VERSION
EXHIBIT "A"
The Original Agreement
(see attached)
PearIand IDA PILOT Extension I-2019
Exhibit "A"
Resolution No. R2011-91
INDUSTRIAL DISTRICT AGREEMENT
STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HRAZORIA
THAT THIS INDUSTRIAL DISTRICT AGREEMENT (the "Agreement") is made on this
the 8i day of August 2011 by and between the City of Pearland, Texas, a municipal corporation
in Brazoria County, Texas (the "City") and Dcnbury Onshore, LTC, 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"lexas 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 he 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 curtained herein and pursuant to
authority granted to the City underr the provisions of Section 42.044 of the Texas Local
Government Code, the City and Denbury hereby agree as follows:
1.
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 lax value, as determined by
BCAD, which would otherwise be payable to City by Denbury if said Land were situated within
the city limits of l'earland.
"KC.AD" 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'cnrland IDA Mod 8-1
"Denbury" means Denbury Onshore, LTC, its subsidiaries and affiliates and includes their
successors and assigns. For purposes of this Agreement, "affiliates' means till 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 Agrecment a
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
n the Industrial District ("Denbury's Laud"), 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.
11.
ANNEXATION/INDUSTRIAL DISTRICT RIGHTS
2. City Services and City Codes. During the team 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.
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 tern) of this Agreement.
2,?
3,1
111.
DENBURY PAYMENTS
Slaked 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 RCA') after the resolution of all appeals, if any, shall he the
value of the Property for purposes of this Agreement. Denbury recognizes that in making
such appraisal for purposes of Dcnbury's payments, UCAD oust 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.
Pc nrland II)A Mod 8-1
3.2 Annual Payments. On or before January 31'1 of each year covered by this Agreement,
beginning with January 31, 2012 and ending on January 31, 20I18„ 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 terns 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 thc same as if such property were located in the City limits. Notwithstanding
any such protest by Dcnbury, Denbury agrees to pay City each Annual Payment in full,
on or before the January 31" duo 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 Annual Payment, if any, collected by the City shall
be returned to Denbury or Dcnbury shall pay the City any shortfall in prior payments, all
within forty-five (45) days after said final determination. In the event Dcnbury 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.
PERM OE AGREEMENT
4.1 The tern 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 terns of this Agreement. For
clarification purposes, it is agreed by thc 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 Denbury's Default. In addition to any other rights or
remedies provided at law or in equity, the City shalt be entitled to a tax lien an Property
Peru -laud IDA Mod 2-1
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 he collected by the City in the same manner as provided by law
for delinquent ad valorem taxes.
V.
MISCELLANEOUS PROVISIONS
6.1 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the
City and Denhury and shall remain in force whether Denbury sells, assigns or in any
other manner disposes of, either voluntarily or by operation of law, all ur 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 lights or remedies accruing hereunder upon
default or failure of performance shall not be considered n waiver of the right to insist on
and to enforce by any appropriate remedy, strict compliance with any ether 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 taws 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 mks
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 (3t°) 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 efthc sending party:
TO CITY:
City of Pearland
Bill Risen, City Manager
3519 Liberty Drive
Pearland, Texas 77581
TO COMPANY:
Jim Howard
Dcnbury Onshore, LLC
5370 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
Peartund It)A MO
shall not be restrictive of or be used to interpret the subject matt rr 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 tense 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 patties have made and executed this Agreement in multiple
copies, each of which .shall he an original, as of this 8th. day of August, 201 I.
I)ENBl I 7 ONSfI( If:,LTC
By: c.1 i \P
N Cle dos E. ( iibson
Title: Vice President -West
CITY OF I I VHI AN IT TEXAS
By: 1/t
Name.Bdl liken
l'itle:- City Mandyyr
I'enrland Irt.A Nod
STATE OF TEXAS
COUNTY OF BRAZORIA
§
This instrument was acknowledged before me on this 8 day of NV11%0'
, 2011, by
STATE OF TEXAS
COUNTY OF COLLIN
§
§
§
0
dddds_2o
y Public
ICw
This instnuncnt was acknowledged before me on this i 4 (Id) of tl `y„ , 2011, by
t II_n lcs L tialcauTVier Pi cualciuAA:.cu. Denim)? Un ht tc, LI,I'
ocacir1110/0/
kid,S C Fr0i rr%
\1 uy '& :o % Notary Puhhc
g.
MMM
. For ii * 1 >
id Od-2013
Pearland !DA Mod 8-1
EXHIBIT "A"
City of Pearland
689 Acres
Proposed Annexation Area No. 6
STATE OE TEXAS
COUNTY OF SRAZORIA
H.T. & B.RR. Co. Survoy, A•292 &
George C. Smith Survey, A-652
METES AND BOUNDS DESCRIPTION of 589 acres, more or lees, to be annexed Into the City
of Poarland In the H.T. & B,R.R Co. Survey, Section 29, Abstract No. 292 and the George G.
Smith Survey, Abstract No. 552 In Brazoria County, Texas. Sold 589 acre annexation tract la
within a portion of the AllisomRchey Gulf Coast Home Company Suburban Gardena
Subdivision of said Section 29 as recorded in Volume 2, Page 101 01 the Brazoria County Deed
Records and Is more particularly described by melee and bounds as follows:
BEGINNING at the point of inlersoction of the north right-of-way lino of Haafinge Field Rood
(County Road 413), with the east line of the Burlington Northam and Santa Fe Rafted
Company right-of-way (based on a width or 100-feel), said point Is the southwest corner of City
of Pentland Ordinance Number 1038;
THENCE, Easterly, along the south line of said Ordinance Number 1038, same being the north
line of sold Hastings Field Road, for a distance of 4,372 foot, more or less, to a point in the
melody Ilne of City of Peodand Ordinance Number 755;
THENCE, Southerly. crossing surd Hastings Field Road and with the westerly lure of said
Ordinance Number 755, some being the projected east Vine 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, far a distance
of 710 feat, more or loss, to a point In the common Ilne between Lot 13 and Lot 14 of the
aforementioned Section 29;
THENCE, Easterly, contlnuing along the westerly lino of said Ordinance Number 755, $ame
being the common line between sold Lot 13 and Lot 14, for a distance of 352 feel, more or less,
to the northeast corner of said Lot 14;
THENCE, Southerly, contlnuing along the westerly Ike of said Ordinance Number 755, same
being the common line between Lot 14 and Lot 20 and the raommon line between Lot 15 and Lot
21 of Bald Section 2P, for a distance of 1,320 feet, more or less, to the southwest corner of saki
Lot 21:
THENCE, Eoeterly, continuing along the westerly lino of said Ordinance Number 755, same
being the common lino bets can Lot 21 and Lot 22 of said Section 29, fora distance of 650 that,
more or less, to the northeast comer 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 sold Section 29, for a distance of 600 feet,
more or lase, to southwest comer of sold Lot 28, said point Is In the centerline of South Hastings
Field Road (County Road 414);
THENCE, Easterly, continuing along the westerly line of Bald Ordinance Number 755, same
being the common line between Lot 28 end Lot 29 of said Section 29, for a distance of 468 feet,
re or loss, to the northeast corner of a tract of land called Tract 2' In a dead recorded In
Volume 1402, Page 838 in the Rrszorla County Deed Records;
THENCE, Southerly, continuing along the westerly line of sold Ordinance Number 755, some
being the east line of said' Tract 2', for a distance of 269 foot, more or less, to the southeast
comer of said Trott 2', aamo being the southwest comer of a tract of land deserted In a dead
to Antonia Fonseca, et ux, as recorded In Clerk's File No. 2004089823 In the Braude County
Clerk's Office;
THENCE, Easledy, continuing along the westerly line of said Ordinance Number 765, sans
being the south line of said Fonseca Tract, for a distance of 174 feet, more or loss, to a point In
the common Ilea between Lot 29 and Lot 34 of the aforementioned Section 29;
TIIENCE, Southerly, continuing along the westerly line of said Ordinance Number 755', samo
being the common lino between said Lots 29 and 34 and tho common line between Lot 30 and
Lot 35 of said Section 29, for o distance of 1,951 feet, more or less, to the southeast comer of
said Lot 30;
THENCE, Easterly, continuing along the westerly Ilne of said Ordinance Number 755, samo
being the common line between Lot 35 and Lot 36 of said Section 29, for a distance of 660 feel,
more or tees, to the northeast corner of said Lot 38;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 756, same
being the corrimon line between Lot 38 and Lot 43 and between Lot 37 end Lot 44 of sold
Section 29, for distance of 1,197 f t, mare or lass, to the northerly line of City of Peadand
Ordinance Number 31 (100-foot wide strip), said point Is inn feat 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, samo being 100 foot
north of end parallel to the north line of said County Road 1261 fora distance of 5,517 eel, more
or less, to the easterly line of the aforementioned Burlington Northern end Santa Fe Railroad
Company right-of-way;
THENCE, Northwesterly, along the easterly line of sold Burlington Northam end Santa Fo
Railroad Company right-of-way for a distance of 5,313, feat more or tees, to the POINT OF
BEGINNING, containing a computed area of 589 acres of and more or less, SAVE AND
EXCEPT a 42.581 aaa Agricultural Exemption Tract evidenced In deeds recorded in Clerk's
File No. 91920 763 In the Prazoda County Official Records and in Clerk's File No.s
2010010093, 20100010694 end 20100010695 in the Brazoria County Clerk's Offs e, yielding a
computed Net Area of 846 acres.
NOTES
1 This document was prepared under 22'LAC 663.21, 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 thls males and bounds
description.
The Wilson Survey Group, Ine,
2006 East Broadway, Suite 105
Peadand, Texas 77581
(281) 4853991
Job No. 10-119
Michael D. Wilson, R.P.L.S
Registrat on No 4821
ate / 25 / 10
EXHIBIT "B"
Industrial District Agreement
vAt
FRAZIER RD
0)
EXECUTION VERSION
EXHIBIT "B"
'1 he First Extension
(see attached)
Peai'Innd IDA-. PILOT F.xlension 1-2019
INUUSTRIAI, D.S'TRIC'I' AGREEMENT EXTENSION
STAIR OR TEXAS
COUNTY OE BRAZOIRIA
§
KNOW Al,l, MEN 131' THESE PRISSEWS:
TIIA'I THIS INDUSI12IAL, 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 Brav,oria County, Texas (the "(;ity") and Denbury Onshore, CLC, a Delaware
limited liability company ("Denbury").
WITN ESSE'1'II
WIIEREAS, the City and Denbury are parties to that certain Industrial District Agreement, dated
as of August 8, 2011, attached hereto as IF.xhibil "A" (the "Agreement'; capitalized terms used but
not defined herein will have the Meaning given to those 'eons 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 to industrial district within the exclusive
extraterritorial jurisdiction of the City; and
WHEREAS, the City and Denbury recognize the City's annexnlion 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 henellts to be derived by being located within an indrulriul
district; and
WHEREAS, the City and Dcnbury are entering into this Extensimr to extend the Agreement upon
the terms and conditions stated herein; NOW, THEREFORE,
Fm 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. Extension of the Agreement. The term of the Agreement shall be extended as follows:
Itesol ution It2018-22 - 1 - Pcarland 7DA PILOT Extension I-2018
Sec.tinu 7.2 of the Agreement shall reflect the exlcnsinn by (i) replacing the dart
"January 31, 2018„" with the date `January 31, 2019,"; and (ii) replacing the word
xs ur with the word "eight",
b. Section d.1 of the Agreement .shall reflect the extension by (i) replacing the word
-seventh' with the word "eighth"; (ii) replacing the phrase "but o
in event later
than January 31, 2018" with the phrase "but in no event later Man 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 pan 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 tin additional period
or periods of lime 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 3 I, 2019 and
c. Section 6.4 of the Agreement shall Felled the extension by replacing the name `Jim
loward" with "Donna Lawrence" as the person to whom notices to I )eltbuq should
be directed.
2 Cnti ee tent 11IIIoree,and Effect. hxcept as extended or uro(lifted- this IIxtensior
each term and prevision of the Agreement is ratiGcd and emit mod and will and does
remain in full force and effect.
[Remainder rid pRge interuioualty ht(Irtlt, Signature page/olroias.]
city of Pcaitnnd 12asolulionl22hlR-22 -L- Pcurland IDA— PILOT Extensio
IN WITNI?SS W112REOT, the parties havcMade and executed this Extorts
each of which shall he an original, as of this _ day of January, 2018.
DI' N1111RY ONSHORE, LLC
A ( n
Name: ) ,nv,l t 4: 411"I4 0
Title: -_- l� f
STATE OP'fEXAS
GOON"IY OF I3RAZORIA
'Ellis i istrantennt�t was acknowlc( Ted before me on
by Cla-y lears.on
S A.1.18 OF TEXAS
COUNTY On COLLIN
This instrument was acknow
dged heft
by Llhq-avLft.4184beast G
City of Pear land Resolution 1220 18-22
CITY O1+1 0)1i
Hy.
Nam
s Z3 da
r - v 1'(Ihhe
me ml this a'R day o
the ht. (//_L&-Qo.a
11
Notar Puhlic
in mu! tiplCent) ies,
. ANII,'111,XAS
G
14k raj
, 20/E?
erh
4.8e8:67. . 2018,
of Uenbury Onshore, LLC.
iC4,/A(4" -
d 00 ROMA NAPOIEONE
; .Notary Publle, State of Toxoa
Comm. Expires 08-2 -202D
Notary ID 128964933
l'corland 11JA PILOT Cxtensimr 1-2018
EX] RISPI "A"
I he Ay I ernwm
(See aitachcd)
d r cst 'tion R20' 8 22 -J- Pcarland IDA- PILOT Gxtensmn I-2018
Exhibit
Resolution No. R2011-91
INDUSTRIAL DISTRICT AGREEMENT
STATE OF TEXAS
COUNTY OF BRAZORIA
§
§
KNOW ALL MEN BY THESE PRESENTS:
THAT THIS INDUSTRIAL DISTRICT AGREEMENT (the "Agreement") is made on this
the 8°i day of August 2011 by and between the City of Pcarland, Texas, a municipal corporation
in Brazoria County, 'Texas (the "City") and Denbury Onshore, L.1.C, a Delaware limited liability
company ("Denbury").
WITNESSETH
WHEREAS, the City desires to adopt reasonable measures to attract industry and MD by
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 grunted 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" r cans 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 Dcnbury if said Land were situated within
the city limits of Pcarland.
"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.
Pcarland IDA Mad x-t
"Denbury" means Denhury Onshore, LI.C, its subsidiaries and affiliates and includ s their
successors and assigns. For purposes of this Agreement, "affiliates" means all companies and
entities which Denhury, directly or indirectly, owns or controls, is owned or controlled hy, 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 hounds 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, lensed or possessed by Denhury.
"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 Denhury's Land whether such minerals, improvements or
personal property are owned, leased or possessed by Denhury.
"Value Year" means a calendar year commencing on January I and ending on December 31.
II.
ANNEXATION/INDUSTRIAL. DISTRICT RIGHTS
2.1 City Services and City Coda. 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 (Jr
regulations to the Property/or 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.
DENHURY PAYMENTS
3 I Method of Appraisal. Under the terms of the Texas tax Code, the appraised value far
tax purposes of property lying pvithin 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 rill appeals, it 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 inns( appraise the entire
Property. Denbury agrees (hat HCAD employees or agents shall have the right and
privilege at reasonable times to go upon Denhury'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 tux purposes.
I'L:,rl;+acl IDA NfuLt gm
3.2
Annual Payments. On or before January 3151 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.
Z Method of Protest. In thc 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 1e 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 31" 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, Denhury shall be
obligated to pay all penalties, interest, fecs and costs associated with City's enforcement
of its rights hereunder.
IV.
TERM OF AGREEMENT
4.1 The tern 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 thc 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, 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 rn Payments. This Agreement may be terminated by the City upon thirty (30)
days advance written notice upon Denbuiy's failure to make nay payments required
hereunder.
5.2 City's Riehts 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
Pear -laud IDA Mod 8-I
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 Danbury and shall remain in force whether Danbury 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 heroin 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 ally 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 consumed in accordance
with the laws of the State of Texas, the City Charter and Ordinances of the City of
Pcarland, the laws of the federal government of thc United States of America and all rules
and regulations thereof. This Agreement is performable in Brazoria County, Texas and
thc 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 (3R1) 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 t'orth below or at such other
address its the receiving party may be prescribed by notice of the sending party.
TO CITY:
City of Pearland
Bill Eisen, City Manager
3519 Liberty Drive
Penland, Texas 77581
'CO COMPANY'.
Jim Howard
Dcnbury Onshore, TLC'
5320 Legacy Drive
Plano, Texas 75024
6,5 Captions. The captions at the beginning of the articles, sections, and subsections of this
Agreement arc 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
I'earland IDA Mod
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 nut 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 >nstitutionality 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 nut be affected thereby.
6.9 Payment to Outside Consultants, Denbuy 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 SI0,000.00 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
topics, each of which shall be an original, as of this 8a1 day of August 2011,
DP: NDUIf1 ONS(11)l�.I:, LLC CITY OF PEARI.AND, TEXAS
By: LA. t V.. By .://
Tv Chat les It. Gibson Lame1311I Ken
Title: Vice President -West _ Title: City Manager
I'car land IIIA Mud
STATE OF TEXAS
COUNTY OF BRAZORIA
This instrument was acknowledged
STATE OF TEXAS
COUNTY OF COLLIN
before me on
Orlin tic'y.
this 8Thday of
r ttaL, ublie
§
0
This instrument was acknowledged before me on this _ d;q, nl
( Lithos I=: _;ikon_ \ I idcp-AA' at. DmilmryO t 11 e. LI.I ,
1 �,seSO• FAA i,� `0/3v C
•,�N Pe, so -; lsotaryl' Mille
, 2011, by
. 2011, by
Pearland IDA Mod 8-1
City of Poarland
589 Acres
Propooed Annexation Area No. 6
STATE OF TEXAS
COUNTY OF BRAZORIA
§
EXHIBIT "A"
H.1'. & B.R.R. Co, Survey, A-292 &
Ooor®e C. Smith Survey, A-662
METES AND BOUNDS DESCRIPTION of 589 acres, more or lees, 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 Braxorla County, Texas. Said 589 acre annexation Tract Is
within a portion of the Allison -Richey Gull Coast Home Company Suburban Gardena
Subdivision of said Section 29 es recorded in Volume 2, Page 101 of the Brazoda County Deed
Records and Is more particularly described by metes and bounds es follows;
BEGINNING at the point of intersection of the north right-of-way lino of Haslings Hold Road
(County Road 413), wlth the east lino of tho Burlington Northam and Santa Fe Railroad
Company right-of-way (based on e width of 100-feet), said point Is the southwest corner of Clty
of Penland Ordinance Number 1038;
THENCE, Easterly, along the south tine of said Ordinance Number 1038, seine 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 Peerland Ordinance Number 755;
THENCE, Southerly, crossing saki Hastings Field Road and with the westerly lino of said
Ordinance Number 755, same being the projected east lino of a 4.00 acre trot described in a
deed rewrdod In Clerk's File No. 03 003407 In the Succoth] County Clerk's Office, for a distance
of 710 feet, more or less, to a point In the common Ilna between Lot 13 and Lot 14 of the
aforementioned Section 20;
THENCE. Testate, 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 sold Lot 14;
THENCE, Southerly, continuing along the westerly fine of said Ordinance Number 755, semi,
being the common line between Lot 14 and Lot 20 end the common line between Lot 15 and Lot
21 of said Section 28, for a dietetics. of 1,320 teat, mom or leas, to the southwest corner of said
Lot 21;
THENCE, Easterly, continuing along the wostorly lino of oak/ Ordinanco Number 755, same
being the common line between Lot 21 and Lot 22 of sold 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 line of said Ordinance Number 755, same
being the common line between Lot 22 and Lot 28 of said Section 29, for n distance of 660 fent,
more or lase, to southwest corner of said Lot 28, sold point Is In the centerline of South Hastings
Field Road (County Road 414);
THENCE, Easterly, continuing along the westerly line of said Ordlneru Number 756, same
being the common line between Lot 28 and Lot 20 of said Section 29, for a distance of 488 feet,
loss,more to the northeast comer of a tract of land called 'Tract 2' Ina deed recorded In
Volume 1402, Page 838In the Brazorla County Deed Records;
THENCE, Southerly, continuing along the westerly lino of said Ordinance Number 755, same
being the east line of said 'Tract 2', for a distance of 289 feel, more or less, to the southeast
corner of said' Tract 2', same being the southwest corner of a tract of and described In a deed
to Antonia Fonseca, et ux, as recorded In Clerko Ella No, 2004089823 In the armada County
Clark'° 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 feat, more or leas, to a point In
the common line between Lot 29 end 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 Leta 29 and 34 and the common lino between Lot 30 and
Lot 35 of sold Section 29, for a distance of 1,051 feet, more or Tess, to the southeast corner of
said Lot 30;
THENCE, Easterly, continuing along the westerly lino of said Ordinance Number 756, same
being the common line between Lot 35 and Lot 36 of said Section 29, for a distance of 660 feat,
more or less, to the northeast comer of said Lot 36;
THENCE, Southerly, continuing along the westerly line of said Ordinance Number 756, 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 1,107 feel, more or less, to the northerly line of City of Peadand
Ordinance Number 31 (100-foot o42e strip), said point Is 10D foot north of the north rlghLof-wey
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 loss, to the easterly line of the aforementioned Burlington Northern end Santa Fe Railroad
Company right-of-way;
THENCE, Northwesterly, along the easterly IncIof said Burlington Northam and Santa Fe
Railroad Company right-of-way for a distance of 6,313, feet snore or less, to the POINT OF
BEGINNING. containing a computed area of 569 acres of lend more or less, SAVE AND
EXCEPT a 42.501 acre Agricultural Examsllon Tract evidenced In deeds recorded In Clerk's
Rio No. 91920 763 In the t3razorla County Official Records and In Clerk's File Nos
2010010693, 20100010694 end 20'100010695 In the Brazeria County Clerk's Office, yielding a
computed Net Area of 546 pores.
NOTES.
1. This document was prepared under 22 TAG 663.21, does not reflect the results of an
on the ground survey, end Is not to be used to convey or establish Interests in real
property except those rights and Interests Implod or established by the creation or
reconfiguration of the boundary of the political subdivision for which It was prepared.
2. A separate survey plat hes been prepared In connection with this motes and bounds
description.
The Wilson Survey Group, Ino
2006 East Broadway, Suite 105
Pearland, Texas 77581
(201) 485-3891
Job No. 10-119
,itAiaL0c) tmKi
Michael O. Wilson, R.P.k.S
Registration No 4821
EXHIBIT "B"
E
a
0ro
xmi
CC
0
AMOCO DR
Rai* Road
i
CU
CO
d
d
46
U
Industrial District: Area 5
RAMIREZ DR