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Agenda Packet City Council - 02/25/2003
CITY COUNCIL AGENDA of Cgrpus. Cl r stl February 25, 2003 1:45 p.m. Proclamation declaring March, 2003 as "The Sesquicentennial Anniversary of the Sisters of the Incarnate Word and Blessed Sacrament" CITY OF CORPUS CHRISTI, TEXAS REGULAR COUNCIL MEETING CITY HALL - COUNCIL CHAMBERS 1201 LEOPARD FEBRUARY 25, 2003 2:00 P.M. PUBLIC NOTICE- THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIl- Members of the audience will be provided an opportunib/ to address the Council at approximately 5:30 p.m. or at the end ofthe Council Meeting, whicheveris earlier. Please speak into the microphone located at the podium and state yourname and address. Your presentation will be limited to three minutes, ff you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si ual. Dasea dirigirse al Concilio y cree qua su ingl~s es limitado, habr~ un int~rprete ingl~s-espahol en tedas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services ars requested to contact the City Secretary's office (at 361-880-3105) at least 48 hours in advance so that appreprlate arrangements can be made. Mayor Samuel L. Neal, Jr. to call the meeting to order. Invocation to be given by Pastor Buddy Murphrey, Southcrest Baptist Church. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. Mayor Samuel L. Neal, Jr. Mayor Pm Tam John Longoria Council M mbem: Brent Chesney Javier D. Colmenem Henry Garrett Bill Kelly Rex A. Kinnison Jesse Noyola Mark Scott Acting City Manager George K. Noe Acting City Attorney Jay Reining -- City Secretary Armando Chapa 1. Approval of Regular Meeting of February 11, 2003. (Attachment # 1) Agenda Regular Council Meeting Februa~25,2003 Page 2 F. BOARDS & COMMITTEE APPOINTMENTS- (NONE) G. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items ara listed as motions, resolutions, or ordinances, ff deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emepgency measure ratherthan a hyo reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas ara incorporated herein for reconsideration and action on any reconsidered item. CONSENT AGENDA The following items ara of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withd?, wn for individual consideration in its normal sequence aflerthe items not raqumng separate discussion have been acted upon. The remaining items will be adopted by one vote. CONSENT MOTIONS. RESOLUTIONS, ORDINANCES AND ORDINANC_;~ FROM PREVIOUS MEETINGS: (At this point the Council will vote on all motions, resolutions and ordinances not removed for individual consideration) Motion approving a supply agreement with LaFarge Road Marking Inc., Ennis, Texas for approximately 24,000 gallons of pavement marking paint in accordance with Bid Invitation No. BI- 0061-03 based on Iow bid for an estimated annual expenditure of $109,476. The term of the supply agreement will be for twelve months with an option to extend for up to two additional twelve- month periods subject to the approval of the supplier and the City Manager or his designee. Funds have been budgeted by Street Services in FY2002-2003. (Attachment # 2) CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the age~:la surnmaly) Agenda Regular Council Meeting February25,2003 Page 3 5,b. Motion approving the lease purchase of five (5) automated side- loading refuse trucks from the following companies for the following amounts for the total amount of $824,195. The award is based on the Cooperative Purchasing Agreement with the Texas Local Government Purchasing Cooperative (TLGPC). These automated side-loading refuse trucks will be used by Solid Waste Services. Financing will be provided through the City's lease/purchase financing program. These refuse trucks will be replacements to the fleet. (Attachment # 3) Rush Truck Center Truck Chassis $511,250 McNeilus Truck & Manufacturing Hutchins Texas Refuse Packer Body $312,945 Grand Total: $824,195 Motion approving the lease purchase of one (1) ambulance from Wheeled Coach, Orlando, Florida, for the total amount of $144,049. The award is based on the Cooperative Purchasing Agreement with the Texas Local Govemment Purchasing Cooperative (TLGPC). The ambulance will be used by the Fire Department. This unit is an addition to the fleet. Financing will be provided through the City's lease/purchase financing program. (Attachment # 4) Motion authOrizing the Acting City Manager or his designee to execute a construction contract with Reynolds, Inc. of Orleans, Indiana in the amount of $1,238,200 for the Broadway Basin Sewer Line Rehabilitation Project, Base Bid A-Rebid. (Attachment # 5) Motion authorizing the Acting City Manager or his designee to execute a construction contract with King-Isles, Inc. of Corpus Chdsti, Texas in the amount of $1,096,765 for the Broadway Basin Sewer Line Rehabilitation Project Base Bid B and Additive Alternatives B-1 and B-2 Re-bid. (Attachment # 5) Motion authorizing the Acting City Manager or his designee to execute a consultant contract with Goldston Engineering, Inc. of Corpus Christi, Texas in the amount of $64,210 for the Southmoraland Addition Area Street Improvements, Phases 3B and 4B. (Attachment # 6) CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of me agenda summary) Agenda Regular Coundl Meeting February25,2003 Page 4 o 10. 11.a. 11.b. Motion authorizing the Acting City Manager or his designee to execute Amendment No. 3 to the consultant contract with Shiner, Moseley and Associates, Inc. of Corpus Christi, Texas for a total fee not to exceed $52,020 for the Regional Transportation Authority (RTA) Miscellaneous Street Improvements Project. (Attachment # 7) Motion authorizing the Acting City Manager or his designee to execute a consultant contract with Goldston Engineering of Corpus Christi, Texas for a total fee not to exceed $72,600 for the Laguna Madre Wastewater Treatment Plant Aeration System Rehabilitation. (Attachment # 8) Motion authorizing the Acting City Manager or his designee to grant permits to Sabco Operating Company of Houston, Texas to ddll three (3) oil or gas wells at exceptional locations, approximately six (6) miles seaward of the Corpus Chdsti Madna in Corpus Chdsti Bay, at State Tract 48 and State Tract 53. (Attachment # 9) Motion authorizing the Acting City Manager or his designee to execute a contract with DataSeek Corporation of San Antonio, Texas, a Qualified Information Services Vendor with the State of Texas, for the purchase of a complete EMC Symmetrix 8830 Storage Area Network (SAN) and upgrade of the existing EMC Symmetrix 8530 SAN in the amount of $1,515,995. The price includes a 60-month hardware and software maintenance/warranty on the new Symmetrix 8830 and is to be financed over a sixty-month period through our lease finance program. (Attachment # 10) Ordinance appropriating $t44,009.75 from the Unreserved Fund Balance in the No. 5210 Municipal Information System (MIS) Fund for the purchase of PeopleSoff Systems, hardware and a web server for the implementation of the Utilities' Skill Based Pay and Recruiting projects; amending the FY2002-2003 Operating Budget adopted by Ordinance No.024974 by increasing appropriations by $144,009.75. (Attachment # 11) Motion authorizing the Acting City Manager or his designee to execute a contract with PeopleSoft USA, Inc. of Pleasanton, California for the purchase of eRecruit Manager Desktop, eCompensation Manager Desktop, Resume processing, eProfile CITY COUNCIL PRIORITY IS_SUES (Refer to legend at the end of the agenda summary) Agenda Regular Council Meeting Febma~ 25,2003 Page 5 11.c. 11 .d. 11.e. 11.f. 12.a. Manager Desktop and first year maintenance for the implementation of the Utilities' Skill Based Pay and Recruiting Projects in the amount of $108,504 in accordance with the State of Texas Cooperative Purchasing Program. (Attachment # 11) Motion authorizing the Acting City Manager or his designee to execute a contract with Logical Networks, Inc. of Irving, Texas for consulting and hardware support for the implementation of the Utilities' Skill Based Pay and Recruiting Projects in the amount of $22,604.85 in accordance with the State of Texas Cooperative Purchasing Program. (Attachment # 11) Motion authorizing the Acting City Manager or his designee to execute a contract with Dell of Austin, Texas for the purchase of a Dell PowerEdge 2650 web server for the implementation of the Utilities Skill Based Pay and Recruiting Projects in the amount of $12,900.90 in accordance with the State of Texas Cooperative Purchasing Program. (Attachment # 11) Motion authorizing the Acting City Manager or his designee to execute a contract with CDG & Associates, Inc. of Dallas, Texas for consulting support for the implementation of the Utilities' Skill Based Pay and Recruiting Projects in an amount not to exceed $132,000 in accordance with the State of Texas Cooperative Purchasing Program. (Attachment # 11) Motion authorizing the Acting City Manager or his designee to execute a contract with Precision Task Group, Inc. of Houston, Texas, for consulting support for the implementation of the Utilities' Skill Based Pay and Recruiting Projects in an amount not to exceed $89,700 in accordance with the State of Texas Cooperative Purchasing Program. (Attachment # 11) Ordinance appropriating $89,400 from the Unreserved Fund Balance in the No. 5210 Municipal Information System (MIS) Fund to provide funding for an upgrade of the City's local area network (LAN) infrastructure and provide accurate profile information in 911; amending the FY2002-2003 Operating Budget adopted by Ordinance No. 024974 by increasing appropriations by $89,400. (Attachment # 12) CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of agenda summa~7) Agenda Regular Council Meeting Febmary25,2003 Page 6 12.b. 12.c. 13. 14.a. Motion authorizing the Acting City Manager or his designee to execute a contract with Logical Networks, Inc. of Irving, Texas for the purchase of Cisco network equipment in the amount of $157,767.25 in accordance with the State of Texas Qualified Information Services Vendor (QISV) Program. To be financed over a thirty-six month period through our Lease Finance Program. (Attachment # 12) Motion authorizing the Acting City Manager or his designee to enter into a contract with Logical Networks, Inc. of Irving, Texas for installation, migration and configuration services in the amount of $89,400 in accordance with the State of Texas Qualified Information Services Vendor (QISV) Program. (Attachment# 12) First Reading Ordinance -Amending Code of Ordinances Section 53-254, Schedule V, Increase of State Speed Limit in Certain Zones, by revising the speed limits on the following street sections: (Attachment # 13) On Saratoga Boulevard, (S.H. 357); revising the existing speed limits to the following: 55 mph from Old Brownsville Road (F.M. 665) to Ayers Street (S.H. 286) 50 mph to 45 mph from Ayers Street (S.H. 286) to Rodd Field Road (S.H. 357) except a portion where school zone flashes are displayed indication 30 mph On Rodd Field Road, (S.H. 357); revising the existing speed limits to the following: 55 mph to 45 mph from Holly Road to the centerline of Saratoga Boulevard (S.H. 357); providing for penalties. Second Reading Ordinance- Authorizing the City Manager or his designee to execute a five year farming lease with Mark Stockseth, John H. White and Harry L. White, Jr. dba W & S Ag Enterprises for 1,320 acres of farmland out of Cefe F. Valenzuela Municipal Landfill located west of FM2~.~.~. and County Road 57 and approving a cash rental fee of $55.00/acre per crop year. (First Reading - 1-28-03) (Attachment # 14) CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) Agenda RegularCouncil Meeting Febma~ 25,2003 Page 7 14.b. 14.c. 14.d. 14.e. Second Reading Ordinance - Authorizing the City Manager or his designee to execute a five year farming lease with Paul T. Rackley, Jr. and Madon G. Rackley dba Rackley and Rackley, a Joint Venture for 940 acres of farmland out of the Cefe F. Valenzuela Municipal Landfill located west of FM2444 and County Road 57 and approving a cash rental fee of $55.00/acre per crop year. (Fimt Reading - 1-28-03)(Attachment # 14) Second Reading Ordinance- Authorizing the City Manager or his designee to execute a five year farming lease with Julius Zdansky, Jr. for 46 acres of farmland out of the proposed Southside Sewer Treatment Plant site located off Yorktown Boulevard and approving a cash rental fee of $20.00/acre per crop year. (First Reading - 1-28-03) (Attachment # 14) Second Reading Ordinance -Authorizing the City Manager or his designee to execute a one year farming lease with Julius Zdansky, Jr. for 20.598 acres of farmland located atthe northeast comer of Chapman Ranch Road and Saratoga Boulevard and appmving a cash rental fee of $30.00/acm per crop year. (First Reading - 1-28-03) (Attachment # 14) Second Reading Ordinance- Authorizing the City Manager or his designee to execute a one year farming lease with Larry Mokry for 23.099 acres of farmland located at the northwest comer of Chapman Ranch Road and Saratoga Boulevard and approving a cash rental fee of $35.00/acre per crop year. (Fimt Reading -1- 28-03) (Attachment # 14) (RECESS REGULAR COUNCIL MEETING) CORPORATION MEETINGS: TAX INCREMENT REINVESTMENT ZONE NO. 2: (Attachment # 15) AGENDA TAX INCREMENT REINVES TMENT ZONE NO. 2 Da~: Tuesday, February 25, 2003 rimo: Dudng the meeting of the City Council beginning at 2:00 p.m. CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) Agenda Regular Coundl Meeting February25,2003 Page 8 Location: City Council Chambers City of Corpus Chrfsti 1201 Leopard Street Corpus Chdsti, Texas 78401 A. Call meeting to order B. Roll Check Co C raft n Directors: Samuel L. Neal, Jr., President VACANT, Vice President Directors: Brent Chesney Javier Oolmenero Rex A. Kinnison John Longoda Jesse Noyola Mark Scott Cai Jennings (Hospital Distrfct) John LaRue (Port of Corpus Chdsti Authority) Richard Pittman (Flour BlufO Gabdel Rivas (Del Mar) Terry Shamsie (Nueces County) Special Consideration Items: Motion approving the minutes of May 28, 2002 meeting. Motion appointing a Vice-President to the Tax Increment Reinvestment Zone No. 2. Motion approving the election of George K. Noe as General Manager of the Tax Increment Reinvestment Zone No. 2. Resolution approving the project and financing plan for the Zone and recommending its approval to the City Council of the City of Corpus Ch~fsb; Texas, and approving the execution of a Tri-Party Agreement with respect to the project and financing plan. D. Adjournment CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) Agenda Regular Council Meeting Febmary25,2003 Page 9 16. NORTH PADRE ISLAND DEVELOPMENT CORPORATION: (Attachment # 16) AGENDA NORTH PADRE ISLAND DEVELOPMENT CORPORA TION Date: Tuesday, February25,2003 Time: During the meeting of the CAy Council beginning at 2:00 p.m. Location: CAy Council Chambers CAy of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 A. Call meeting to order. B. Roll check. _C~2_~omtion Directors: Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Samuel L. Neal, Jr. Jesse Noyola Mark Scott C. Special Consideration Items: Approval of the minutes of the November 27, 2002 meeting. 2. Motion approving the election of officers of the North Padre Island Development Corporation. Motion approving the appointment of the Executive Director of the North Padre Island Development Corporation. Resolution approving an Agreement ('Tri-Party Agreement') between the CAy of Corpus Christi, Texas, the Tax Increment Reinvestment Zone No. 2, and the CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summmy) Agenda Regular Council Meeting Febma~25,2003 Page 10 North Padre Island Development Corporation, to which the North Padre Island Development Corporation is delegated the power and authority to administer the Tax Increment Reinvestment Zone No. 2, including but not limited to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Td-Party Agreement. Resolution authorizing the issuance of North Padre Development Corporation Tax Increment Contract Revenue Bonds, Sedes 2003, in an aggregate principal amount not to exceed $3,000,000; approving an Indenture of Trust and other contract documents relating to the bonds; and containing other provisions related thereto. Resolution appropriating the proceeds from the sale of North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003 to fund the construction and expansion of Packery Channel, and to pay related costs of issuance, up to $3,000,000. D. Adjoumment (RECONVENE REGULAR COUNCIL MEETING) J. ~HEARINGS: (NONE) REGULAR AGENDA CONSIDERATION OF MOTIONS, RESOLUTIONS~ AND ORDINANCES: 17. Ordinance approving a final project and financing plan for the "Reinvestment Zone Number Two, City of Corpus Christi, Texas"; approving the sale of bends by North Padre Island Development Corporation in furtherance of the final project and financing plan; and other matters related thereto. (Attachment # 17) 18. Resolution approving the project and financing plan for the Zone and recommending its approval to the City Council of the City of Corpus Christi, Texas, and approving the execution of a Tri-Party Agreement with respect to the project and financing plan. (Attachment # 18) CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end o~ the agenda summary) Agenda Regular Council Me~ing Febma~ 25,2003 Page 11 19. 20.a. 20.b. 21. 22. 23. 24. Mw Resolution authorizing the issuance of North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003, in an aggregate principal amount not to exceed $3,000,000; approving an Indenture of Trust and other contract documents relating to the bonds; and containing other provisions related thereto. (Attachment # 19) Motion authorizing the Acting City Manager or his designee to execute Change Order No.43 with the Texas Department of Transportation in the amount of $631,812.15 for the realignment of water and wastewater utilities as part of the Spur 3, Phase 2 Ennis Joslin Road construction contract in accordance with the Advance Funding Agreement. (Attachment # 20) Motion authorizing the Acting City Manager or his designee to execute a consultant contract with ECMS, Inc., of Corpus Christi, Texas in the amount of $60,500 for management of contractor claim and utility construction inspection for the Spur 3, Phase 2 Project. (Attachment # 20) PRES_ENTATIONS: Public comment will not be solicited on Presentation items. The Urban Transportation Plan, an element of the Comprehensive Plan (Attachment # 21) Existing and Proposed Recharge Dams in Nueces River Basin (Attachment # 22) FY2002-2003 2~d Quarter Budget/Performance Report (Attachment # 23) Comprehensive Annual Financial Report (CAFR) for the Fiscal Year Ending July 31, 2002 (Attachment # 24) PUBLIC COMMENT FROM THE AUDIENCE ON MATTER,~ NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 5:30 P.M. OR AT THE END OF THF COUNCIL MEETING. WHICHEVER IS EARLIER. PLEASF LIMIT PRESENTATIONS TO THREE MINUTES. IF YOUPLAN TO ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORM A T THE REAR OF THE COUNCIL CHAMBER, GIVING YOUR NAME, ADDRESS AND TOPIC. (A CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) Agenda Regular Council Meeting February 25, 2003 Page 12 25. 26. recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary.) Si usted se dirige a la junta y cree qua su ingl&s es limitado, habr& un int~rprete ingl~s-espaf~ol en la reunion de la junta para ayudarle. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. EXECUTIVE SESSION: PUBLIC NOTICE is given that the City Council may elect to go into executive session at any b'me dudng the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeb'ng Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding office. Executive session pursuant to Texas Government Code Section 551.071 regarding the following construction contracts: Mustang Island Fire and Parks & Recreation Station - Project No. 5114; Improvements to Fire Stations (ADA - CoEd) - Project No. 5115, with possible discussion and action related thereto in open session. Executive session pursuant to Texas Govemment Code Section 551.071 for legal advise regarding potential litigation relating to Spur 3, with possible discussion and action related thereto in open session. REPORTS: The following reports include questions by Council to Staff regarding Cib/ policies or activities; request by Council for information or reports CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) Agenda Regular Council Meeting Febmary 25,2003 Page13 from Staff; reports of activities of individual Council members and Staff; constituent concerns; current topics raised by media; follow-up on Staff assignments; scheduling of future Council meetings and activiUes; and other brief discussions regarding cib/-related matters. 27. CITY MANAGER'S REPORT 28. 29. P. NOTE: * Upcoming Items MAYOR'S UPDATE COUNCIL AND OTHER REPORTS ADJOURNMENT: POSTING STATEMENT: This agenda was posted on the City's official bulletin board at the front entrance to City Hall, 1201 Leopard Street, at 3:15 p.m., February 21 , 2003. Armando Chapa City Secretary The City Council Agenda can be found on the City's Home Page at www. cctexas.com after 7:00 p.m. on the Friday before regularly scheduled council meetings. If technical problems occur, the agenda will be uploaded on the Intemat by Monday morning. Symbols used to highlight action item that Implement council priority issues. CITY COUNCIL PRIORITY ISSUES (Reft' to legend at the end of the agenda summary) 2001-2002 CiTY COUNCIL GOALS AND PRIORITY ISSUES ~CO~G PRIORITY ISSUES ...... h , , .Airport / Seawall / Convention Center / Arena · Continue quarterly reporting process for these initiatives. '86 Bond I~ue Imnrovements · Update status on Senior Centers. · Provide communication on completion of these projects (e.g. "Report to the Community"). · Continlle ¢omm~mity involvement on issues such as Leopard Street improvements. Prlv~Oz~tion / Re-Emflneerin~ Clemdy define "l~riwfi~s.tion" and "re-engineering." · Make decisionS regarding privatization and re-engineering in the next 12-24 months, with discussions wJthln 90 days. · Establish process to identify what services can and cannot be pflvatized. · Continue focus on park maintermnce. ,, Maintain the 5-year forecast model. · Review thc August 1 budget adoption deadline. Crime ,Control and Prevention · Continue implementation of the Community Policing initiative. · Establish date for Crime Conlrol end Prevention District election. Continue City participation in Youth Opportunities United and other youth crime initiatives. Emnlov~e He~lth Care · Address concerns related to employee eompon~Jon and benefits, including health insurance. · Work to coordinate Police and Fire health benefits with those of other City employees Economic Develonment Sales Tax · Establish election date. NEW PRIORITY INITIATIVES AND ISSUES City staff wtil develop and present to City Council action/implementation plans for the following priority Desalination Pilot Project *Code Enforcement in Trashy Neighborhoods *Employee Classification Study Ma ster Drainage Plan Garwood Water *New Golf Course *Charter Revision with Specific Charge(s) *More Funding for Economic Development *Fire and Police Contracts New Funding Sources / Plan for Inner City Improvements Improve Permitting Process (online / customer service) Padre Island Development Plan Downtown / South Central Development Plan (marina, t-heads, breakwater) Housing Emphasis / Process (older neighborhoods, working class neighborhoods) * * Road Projects Southside Traffic Plan Reconsider implementation plan for a Storm Water Utility. Packerv Channel · Continue quarterly reports on the progress of the TIF and Beach Restoration Project. Landfill · Continue to evaluate the efficiency and effectiveness of operntious. · Examine alternatives for solid waste mnnasement system, including privatizafion. Internct · Continue regular updates and exponsion of the City's web site, including individual council member web pages. · Establish target date for online permitting process. · Communicate brush pickup via e-mail. ,CDBG · Continue active role. · Lense and complete renov~on Implement cmrent island annexation plan · Develop and approve ADA Transition Plan within 90 days. Redistrictint , Develop Council-approved redistricting plan for the City of Corpus Christi Industrial Distri~ Contract · Review Industrial District con~acts and determine date for approval Staff completes action requests in a timely manner. City / County Health Issues · Continue discussions with County to determine structure and process for thc most effective and efficient delivery of health services lVlg~etinf of CC Museum and Columbus Shim Continue to develop marketing plans for the Museum of Science and History and the Columbus Fleet Relationships with Other Governments Development Initiative Packages *Park Rehabilitation *Leopard S~xeet Curbs and Gutters Economic Development Summit and Post-Summit Meetings Agnes-Laredo Corridor Market (studies, plans) *Solid waste / Pickup Base Closu~s * *Northwest Library No. hside Development Plan Traffic Conlrols (ch,,n,,elins. studyin8 on/off ramps on SPID) *Five Points Ambulence Effluent Plan for Leopard Medians RTAmPubli¢ Improvements A~s ami Sciences Park Plan Budget Item ** Capital Improvement Program Item 1 MINUTES CITY OF CORPUS CHRISTI, TEXAS Regular Council Meeting February 11, 2003 - 1:15 p.m. PRESENT Mayor Samuel L. Neal Jr. Mayor Pro Tern John Longoria Council Members: Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kiunison Jesse Noyola Mark Scott City Staff: Acting City Manager George K. Noe Acting City Attorney R. Jay Reining City Secretary Armando Chapa Mayor Neal called the meeting to order in the Council Chambers of City Hall. The invocation was delivered by Pastor Gloria Farjardo, Cathedral of the Palms, and the Pledge of Allegiance to the United States flag was led by Council Member Colmenero. City Secretary Chapa called the mil and verified that the necessary quorum of the Council and the required charter officers were present to conduct the meeting. Mayor Neal called for approval of the minutes of the regular Council meeting of January 28, 2003. A motion was made and passed to approve the minutes as presented. Mayor Neal referred to Item 2 and the following board appointrnents were made: Leadershin Cmte. for Senior Services Alan Bligh (Reappointed) Marion Ball (Reappointed) Diamantina Cisnerns (Reappointed) Roland Medrano (Reappointed) Juanell Graham (Reappointed) Lucy Johnson (Reappointed) Helga Graham Hilda Rodriguez Committee for Persons with Disabilities Roberto Flores (Reappointed) Mary Saenz (Reappointed) Eloy Soza (Reappointed) Glen Ray Tomo (Reappointed) Debra Valenzuela Animal Control Advisory Committee Kendal Keyes Mayor Neal called for consideration of the consent agenda (Items 3-17). Council members requested that Item 16 be discussed. There were no comments from the audience. City Secretary Chapa polled the Council for their votes and the following passed: 3. M2~3-~ Motion approving tho purchase of twenty (20) computers and licenses from the following companies for the following amounts in accordance with the State of Texas Cooperative Minutes - Regular Council Meeting February 11, 2003 - Page 2 Purchasing Program for a total amount of $38,196. Funds are available bom the Metropolitan Medical Response System (MMRS) Grant and the Office of Emergency Management Operating Fund. Dell Marketing L.P. Austin, Texas $31,816 (computers) SHI Government Solutions Inc. Austin, Texas $6,380 (licenses) Grand Total: $38,196 The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." M2003-046 Motion approving a supply agreement for approximately 530,700 gallons of emulsified polymerized asphalt (HFRS-2P) in accordance with Bid Invitation Bio. BI-0046-03 with Koch Materials Company, Corpus Christi, Texas, based on only bid for an estimated annual expenditure of $504,165. The t~sm of the supply agreement will be for twelve months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or his designee. Funds have been budgeted by Street Services in FY 2002-2003. The foregoing motion passed by the following vote: Neal, Chemey, Colmenero, Garrett, Kelly, Kinnison, Longofia, Noyola, and Scott voting "Aye." 5. M2003-047 Motion authorizing the City Manager or his designee to execute a consultant contract with MEI Govind of Corpus Christi, Texas, in a total fee not to exceed $154,840 for the Greenwood Wastewater Treatment Plant Digester Covers Replacement. The foregoing motion passed by the following vote: Neal, Cheaney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 6.a. lvi2003-048 Motion authorizing the City Manager or his designee to execute a construction contract with Rabalais I & E Constructors of Corpus Christi, Texas, in the amount of $58,102 for the O. N. Stevens Water Treatment Plant On-Going Generator Testing and Maintenance. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinni.~on, Longoria, Noyola, and Scott voting "Aye." 6.b. M2003-049 Motion authorizing the City Manager or his designee to execute Amendment No. 1 to the agreement for Amhiteet/Engineer Consultant Services with Onyx Engineering, Inc. of Corpus Christi, Texas in the amount of $23,974, for a total re-stated fee of $46,909 for the O.N. Stevens Water Treatment Plant on-Going Generator Testing and Maintenance. Minutes - Regular Council Meeting February 11, 2003 - Page 3 The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 7a. M2003-050 Motion authorizing the City Manager or his designee to execute a construction materials inspection and laboratory testing contract with Trinity Engineering/Kleinfelder of Corpus Christi, Texas in an amount not to exceed $122,925 for the southside water transmission main, Phases 2, 2A & 3 project. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, LongoHa, Noyola, and Scott voting "Aye." 7.b. M2003-051 Motion authorizing the City Manager or his designee to execute a construction weld inspection and testing contract with Base Line Data Inc. of Portland, TX in an amount not to exceed $105,458 for the southside water transmission main, Phases 2, 2A & 3 project. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 7.c. M2003-052 Motion authorizing the City Manager or his designee to execute a geotechnical investigation contract with Trinity Engineering/KJeinfelder of Corpus Christi, TX, in the amount of $37,400 for the southside water mmsmission main, Phases 2, 2A 8:3 project. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longuria, Noyola, and Scott voting "Aye." 8.a~ M2003-053 Motion authorizing the City Manager or his designee to execute a consultant contract with Smith, Russo and Mercer of Corpus Christi, Texas, in the amount of $122,200 for the area street and drainage improvements along the following streets (bounded by Sunnybrook, Evelyn, Gollihar, and Kostoryz): Evelyn, Helen, Theresa, Ross, Woodland, Southwood. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kiunison, Longoria, Noyola, and Scott voting "Aye." M2003-054 Motion authorizing the City Manager or his designee to execute Amendment No. 1 to a consultant contract with Smith, Russo and Mercer of Corpus Christi, Texas, in the amount of $87,200 for the Mansheim Area Drainage Improvements. Minutes - Regular Council Meeting February 11, 2003 - Page 4 The foregoing motion passed by the following vote: Neal, Cheaney, Colmenero, Garrett, Kelly, Kinnison, Longoriig Noyola, and Scott voting "Aye." 9.a. ORDINANCE NO. 025185 Ordinance appropriating $1,500,000 from the Unappropriated Fund Balance of the No. 4050 Choke Canyon Dam Maintenance Reserve Fund into the No. 4080 Water Capital Improvement Fund for maintenance of the Choke Canyon Dam, as required by the Bureau of Reclamation; emending Ordinance No. 024730, as previously amended which approved the FY2002-2003 Capital Budget, by increasing the amount approved by $1,500,000. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 9.b. M2003-055 Motion authorizing the City Manager or his designee to execute a cousultant comxact with Freese and Nichols of Corpus Christi, Texas in the amount of $181,582 for the Choke Canyon Dam Improvements as follows: river outlet works repair; site improvements (trash rack repair and high-level alarm); and spillway radial gates repair. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, ginnison, Longoria, Noyola, and Scott voting "Aye." 10. M2003-056 Motion authorizing the City Manager or his designee to execute a Real Estate Sales Contract with Gilbert Arispe and wife, Frances Arispe in the amount of $57,800 plus $1,500 in closing costs and an additional amount not to exceed $22,500 for relocation assistance to cover moving costs and incidental expenses in connection with a replacement dwelling, all for the purchase of fee simple property rights for Parcel 12, being all of Lot 1, Block 6, Mount Vernon Subdivision Unit 2, with street address of 4902 Lansdown, necessary for the McArdle Road Street Impwvement Project, Phase 3, Project No. C-6, and for other municipal purposes. The foregoing motion passed by the following vote: Neal, Cheaney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 11. ORDINANCE NO. 025186 Ordinance approving the sale of surplus City property consisting of 2,249.64 square feet (0.052 ac.) of vacaut land out of Lot 11, Section 48, Flour Bluff aud Encinal Farm and Garden Tracts, located west of the Compton Road and First National Boulevard intersection in Flour Bluff; and authorizing the City Manager or his designee to execute a Special Warranty Deed to the adjacent property owner, CC Semloh Partnership, Ltd., for the market value of $500. Minutes - Regular Council Meeting February 11, 2003 -Page 5 An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Sc, oR voting "Aye." 12.a. ORDINANCE NO. 025187 Ordnance abandoning and vacating a 300-square foot portion of a 5-foot wide utility easement out of Tract 8, Oalohurst Plaza; requiring the owner, Oakhurst LTD, A Texas Limited Partnership, to comply with the specified conditions and replat the property within 180 days at owner's expense; and establishing a fee of $1,500. An emergency was declared and the foregoing ordinance passed: Ne. al, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 12.b. ORDINANCE NO. 025188 Ordinance abandoning and vacating a 1,605.10 square foot portion of a 5-foot wide, utility easement out of Tract 8, Oakhurst P!a~; requiring the owner, Oakhurst LTD, A Texas Limited Partnership, to comply with the specified conditions and replat the property within 180 days at owner's expense. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Crarrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 12.c. ORDINANCE NO. 025189 Ordinance the City Manager or his designee to execute a Use Privilege Agreement with Oakhurst LTD, A Texas Limited Partnership, for the right to construct, operate, maintain, and remove a 2.87' wide by 60' long building extension with the Outback Steakhonse Restaurant of Houston - II, Ltd., A Texas Limited Partnership, over public street right-of-way adjacent to the existing building located at 4221 South Padre Island Drive; establishing a fee of $2,080, and other specified conditions. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 13.a. ORDINANCE NO. 025190 Ordinance appropriating $541,545.53 from CNA Surety Company and Continental Casualty Company in the Public Health and Safety Fund No. 3358 for the Corpus Christi Animal Shelter and Vector Control Facility Project; amending Capital Budget adopted by Ordinance No. 025144 by increasing appropriations by $541,545.53. An emergency was declared and the foregoing ordinance passed: Neal, Cliesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." Minutes - Regular Council Meeting February 11, 2003 - Page 6 13.b. M2003-057 Motion authorizing the City Manager or his designee to execute Amendment No. 5 to the contract for professional services with Bennett, Martin, Solka, Tomo Inc. Architects of Corpus Christi, Texas, in the amount of $64,088.89 for the Corpus Christi Animal Shelter and Vector Control Facility Project to extend construction phase services to complete the project. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 14. M2003-058 Motion authorizing the City of Corpus Christi's proportional contribution of the local share of administrative expenses for regional water planning activities during FY2003, required by Senate Bill 1, 75th Texas Legislature, in accordance with the Interlocal Agreement for Water Planning Activities approved by Motion No. M98-034, with the City's remaining share according to the formula adopted by the Regional Water Planning Group, to be $44,309.51. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, I~innison, Longoria, Noyola, and Scott voting "Aye." 15.a. M2003-059 Motion authorizing the City Manager or his designee to execute all documents necessary to accept a grant of $60,000 from the Texas General Land Office (GLO) to develop engineering plans and specifications for public access to the University Marina Beach Park located on Ocean Drive adjacent to Texas A & M University - Corpus Christi and to conduct beach surveys to monitor thc beach under the second phase of the project. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnlson, Longoria, Noyola, and Scott voting "Aye." 15.b. ORDINANCE NO. 025191 Ordinance appropriating $60,000 from the Texas General Land Office in the No. 1050 Federal/State Grants Fund to develop engineering plans and specifications for public access to the University Marina Beach Park located on Ocean Drive adjacent to Texas A&M University-Corpus Christi and to conduct beach surveys to monitor the beach. An emergency was declared and the foregoing ordinance passed: Neal, Cbesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 17. ORDINANCE NO. 025193 Ordinance amending the Zoning Ordinance by revising Article 27A, Special Conditions, by adding subsection 27A-2.07. Minutes - Regular Council Meeting February 11, 2003 - Page 7 The foregoing ordinance passed on second reading by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinulson, Longoria, Noyola, and Scott voting "Aye." Mayor Ne, al opened discussion on Item 16, Corpus Clu'isti Beach boardwalk. Council Member Colmenero praised the efforts of the Corpus Christi Beach Association in raising money for this project. Ms. Maria Davis, Association President, thanked the Council for their support. City Secretary Chapa polled the Council for their votes as follows: 16.a. M2~3-~0 Motion authorizing the City Manager or his designee to execute all documents necessary to accept a grant of $60,000 from the Texas General Land Office (GLO) to consh'uct a boardwalk on Corpus Christi Beach. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." 16.b. 0RDINANCENO. 025192 Ordinance appropriating $60,000 from the Texas General Land Office in the No. 1050 Federal/State Grants Fund to construct a boardwalk on Corpus Christi Beach. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." Mayor Neal deviated from the agenda and opened discussion on Item 24, a presentation regarding the downtown transportation services feasibility study. Ms. Linda Watson, General Manager of the Corpus Christi Regional Transportation Authority (RTA), said that about a year ago she approached staff of the city, the port, the Downtown Management District and the Metropolitan Planning Organization to consider funding this study. She said they hired Parsons, Brinckerhoff, one of the largest and most well-established transportation planning consultants in the world. Mr. Alan Wulkan, Vice President of PB Consult, said the timing of this study is significant because every six years the reauthorization occurs of the National Transportation Authorization Act. He said this phase of the pwject had an extensive public outreach program, including a project advisory committee and a stakeholders group. He said the study area incorporated the ship channel on the north, Memorial Coliseum on the south, the Gulf on the east and City Hall on the west. He described the two phases of the technical analysis, which examined the existing bus system as well as new technologies, such as bus rapid transit, light rail and stree~ cars. Mr. Wulkan said they recommended looking seriously at a street car/trolley type of system to create a special sense of place in the downtown area, which could cost approximately Minutes - Regular Council Meeting February 11, 2003 - Page 8 $20 million to $30 million to build. He noted that should the project be authorized, the federal government could pay for a percentage of it. He said that following presentations to the participating entities, they will work with the RTA to prepare the reanthorization request and brief the congressional delegations. Mr. Wulkan responded to Council members' questions and concerns regarding the need to transport large numbers of people to downtown attractions, specific types of systems, the possible realignment of Shoreline Boulevard and other issues. Mayor Ne, al recessed the Council meeting to read the day's proclamations. Upon reconvening the meeting, Mayor Neal referred to Item 18, and a motion was made, seconded and passed to open the public hearing on the following zoning case: 18. Case No. C1202-03HC, Metrovolitan Community Church: A change of zoning from a "R-2" Multiple Dwelling Disl~ict to a "R-2" Multiple Dwelling District and "HC-I" Historical-Cultural Landmark Preservation on Bay View, Block 15, Lots 16 through 20, located on the southeast comer of Craig and 11~h Streets. City Secretary Chapa said the Planning Cotnmi~ion and staff recommended approval of the "R-2" Multiple Dwelling District and "HC-I" Historical-Cultural Landmark Preservation. No one appeared in opposition to the zoning change. Mr. Scott made a motion to close the public hearing, seconded by Mr. Colmenero and passed. In response to Mr. Longofia, Mr. Michael Gunning, Director of Planning, described the Historicai-Cultural Landmark Preservation overlay district. Mr. Kinnison asked if the property owners were aware of the restrictions placed on the properties and Mr. Gunning replied affirmatively. Mr. Chapa polled the Council for their votes: ORDINANCE NO. 025194 Amending the Zoning Ordinance upon application by the Metropolitan Community Church by changing the zoning map in reference to Lots 16, 17, 18, 19 and 20, Block 15, Bay View, from "R-2" Multiple Dwelling District to "R-2" Multiple Dwelling District with a HC-I" Historical-Cultural Landmark Preservation overlay district; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." Mayor Neal referred to Item 19, and a motion was made, seconded and passed to open the public hearing on the following zoning case: 19. Case No. C1202-04HC, Sharon L. Chatterton: A change of zoning from a "R-lB" One- family Dwelling District to a "R-lB" One-family Dwelling District and "HC-F" Historical-Cultural Landmark Preservation on Oak Park, Block 2, Lots 1 through 4, and Lots 21 and 22, located at the northwest comer of Oak Park Avenue and Up River Road. Minutes - Regular Council Meeting February 11, 2003 - Page 9 City Secretary Chapa said the P1 .apning Commission and staff recommended approval of the "R-lB" One-family Dwelling District and "HC-F" Historical-Cultural Landmark Preservation. No one appeared in opposition to the zoning change. Mr. Scott made a motion to close the public hearing, seconded by Mr. Kinnison and passed. Mr. Chapa polled the Council for their votes as follows: 19. ORDINANCE NO. 025195 Amending the Zoning Ordinance upon application by Ms. Sharon Chatterton by changing the zoning map in reference to Lots 1, 2, 3, 4, 21 and 22, Block 2, Oak Park, from "R- lB" One-family Dwelling District to "R-lB" One-family Dwelling District with a "HC- F" (Facade) Historical - Cultural Landmark Preservation Overlay District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." Mayor Neal referred to Item 20, and a motion was made, seconded and passed to open the public hearing on the following zoning case: 20. Case No. C1202-05HC, South Bluff United Methodist Church: A change of zoning from a "AB" Professional Office District to a "AB" Professional Office District and "HC-I" Historical-Cultural Landmark Preservation on Bay View, Block 2, Lots 12 through 16, located at the northwest comer of Elizabeth and 7th Streets. City Secretary Chapa said the Planning Commission and staff recommended approval of the "AB" Professional Office District and "HC-I' Historical-Cultural Landmark Preservation. No one appeared in opposition to the zoning change. A motion was made to close the public hearing, seconded by Mr. Colmenero and passed. Mr. Chapa polled the Council for their votes as follows: ORDINANCE NO. 025196 Amending the Zoning Ordinance upon application by the South Bluff United Methodist Church by changing the zoning map in reference to Lots 12, 13, 14, 15 and 16, Block 2, Bay View, from "AB" Professional Office District to "AB" Professional Office District with a "HC-I" Historical-Cultural Landmark Preservation Overlay Disttict; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmene~o, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." Minutes - Regular Council Meeting February 11, 2003 - Page 10 Mayor Neal referred to Item 21, and a motion was made, seconded and passed to open the public hearing on the following zoning case: 21. Case No. C1202-06HC, Oak Park United Methodist Church: A change of zoning from a "R-lB" One-family Dwelling District to a "R-lB" One-family Dwelling District and "HC-I" Historical-Cultural Landmark Preservation on Oak Park, Block 9, Lots 10 through 12, located on the southeast comer of Oak Park Avenue and Mueller Street. City Secretary Chapa said the Planning Commission and staff recommended approval of the "R-lB" One-family Dwelling District and "I-IC-F' Historical-Cultural Landmark Preservation. No one appeared in opposition to the zoning change. Mr. Longoria made a motion to close the public hearing, seconded by Mr. Scott and passed. Mr. Chapa polled the Council for their votes as follows: ORDINANCE NO. 025197 Amending the Zoning Ordinance upon application by the Oak Park United Methodist Church by changing the zoning map in reference to Lots 10, 11 and 12, Block 9, Oak Park, from "R-lB" One-family Dwelling District to "R-lB" One-family Dwelling District with a "HC-F' Historical-Cultural Landmark Preservation Overlay District; amending the Comprehensive Plan to account for any deviations f~om the existing Comprehensive Plan. An emergency was declared and the foregoing ordinance passed: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." Mayor Neal referred to Item 22, and a motion was made, seconded and passed to open the public hearing on an amendment to the Preservation Plan, an element of the Comprehensive Plan, by designating property located at 1008 Furman Avenue as a "potential landmark" and by adding four "HC" Historical-Cultural overlay zoning designations and one property that has been designated as a "potential landmark" within the Preservation Plan. Mr. Gunning said staff is asking that Item 22 be tabled because they need to take the amendment back to the Planning Commission to make sure they understand that the Preservation Plan is an element of the Comprehensive Plan. He said they do not have a specific date for which this case will be brought back to the Council so the public hearing will have to be readvertised. Mr. Chesney made a motion to table Item 22 indefinitely, seconded by Mr. Colmenero and passed. Mr. Gunning reco~ized the property owners who were present for the related eases. 22.b. TABLED Minutes - Regular Council Meeting February 11, 2003 - Page 11 Mayor Neal referred to the remaining presentations on the day's agenda. The second presentation (Item 23) was regarding the earned income tax credit (EIC). Mr. Allen Itz, a member of the Asset Building Coalition EIC Task Force, introduced fellow members Carol Peterson, Sylvia Ford and Jamie Stewart. Mr. Itz said the EIC is for certain people who work and who have earned inenme under $34,178. He said that in 2001, an estimated $23 million was lost in the Coastal Bend in the form of unclaimed earned income credit. Mr. Itz said that regulations allow workers to receive a percentage of the credit in advance throughout the year in their paychecks, which means more take-home pay for the eligible workers, a more stable workforee for loeai employers, and more dollars circulating in the local economy. The task force members then responded to Council members' questions. The third presentation (Item 25) was regarding the collection and disposal of tires within the city limits. Mr. Jeffrey Kaplan, Director of Solid Waste Services, explained that this practice is tightly controlled by Texas Commission on Environmental Quality regulations. He said there is no real local market for the reuse of tires, although regional centers reuse them for rubberized asphalt, fuel additives and playgrounds. He described the limited disposal options and associated fees: landfill disposal during regular operational days; as part of heavy brush pick up; during the quarterly free disposal days; and by retailers with disposal costs. Mayor Neal commented on the profusion of discarded fires throughout the community. Mr. Kaplan said his department collects approximately 1,500 to 2,000 tires per month. He said his budget will have to be adjusted if they plan to collect more fires, such as through the Litter Critter program. The Mayor said he thinks they need to take a more aggressive approach to this problem. Council Member Colmenero also expressed concern about this issue. The fourth presentation (Item 26) was regarding the One-Stop Development Center business plan. Assistant City Manager Margie Rose explained that during their 1999 retxeat, the City Council directed staff to improve services to the development enmmunity by creating a convenient singie location, streamlining the processes, and providing superior customer service. She said the development community consists of single owners or groups of owners; commercial and residential developers; home builders and designers; architects and engineers; realtors and title company representatives; and contractors, subcontractors and materials suppliers. Ms. Rose then described how staff researched this issue and created the Deparm~ent of Development Services, which incorporates the deparlxnents of Planning, Special Services and Inspection Opeations. Mr. Art Sosa, Interim Director of the Depat'tment of Development Services, said the new depa~hnent's mission statement is to improve the services offered to the development community; practice and promote superior customer service; and promote compliance with all development codes, thereby promoting sustained growth in the city. He also discussed the business philosophy and organizational chart. Minutes - Regular Council Meeting February 11, 2003 - Page 12 Acting City Manager Nee said that staff has made a commilment to the development community that eventually the city will abide by certain time frames or the customer will receive a rebate on his or her permit fee. Mr. Sosa said the service initiatives include publication of an informational newsletter, outsource and in-house customer sexvice training, "secret shopper" process, surveys, employee incentive program, outreach efforts, economic development, public relations, networi6ng with outside agencies, and different payment options. Mr. Sosa described the automation of services and the elements of the three departmental sections (Planning, Special Services and Inspection Operations). He said the One-Stop Development Center will be completed on February 18, 2003 and the departments will begin moving in on February 26th. Limited services will be offered at the new location on February 28~ and full operation is scheduled for March 3ra with an open house set for March 7tu. Mr. Nee, Mr. Sosa and Mr. Gunning responded to Council members' questions. Mayor Neal opened discussion on Item 27, Americans with Disabilities Act (ADA) transition plan. Mr. David Ramos, Human Relations Director and Citywide ADA Coordinator, said that staff has been addressing the concerns raised by the Council during the first presentation of the plan in September 2002. Mr. Ramos reviewed the process that was followed in creating the plan, including the designation of departmental ADA coordinators and the creation of the Committee for Persons with Disabilities. The coordinators then bwught back a list of deficiencies and cost estimates were developed to correct them. He said many of the committee's recommendations were incorporated into the final plan, including the cost of curb ramps. Mr. Angel Escobar, Director of Engineering Services, described the methodology used for the curb ramps, which are now estimated to cost $125 million. Mr. Ramos said that once the plan is adopted by the Council, it will be incorporated into the city's operating budget process and the CDBG process. Staff will continue to monitor the plan's improvement projects and provide quarterly status reports to the Committee for Persons with Disabilities and annual reports to the Council. Mayor Neal said he thinks the Council should receive quarterly reports. Mr. Ramos also discussed specific budget amounts, plans and time lines for the following areas: public facilities, site development, outreach and training, and public curb ramps. He said the long-range outlook calls for ongoing funding of curb ramp projects through the annual capital improvement program budget process. Mayor Neal said it is up to this Council and future Councils to begin implementing the transition plan. Responding to the Mayor, Mr. Reining said the U.S. Department of Justice coordinates ADA compliance for the federal government. Mr. Nee added that according to the plan, the state has a mandate for projects over $50,000 and the city has assumed it will take some level of responsibility for projects under $50,000. Mr. Nee and Mr. Ramos responded to questions from the Council. There were no comments from the audience. City Secretary Chapa polled the Council for their votes as follows: Minutes - Regular Council Meeting February 11, 2003 - Page 13 27. RESOLUTION NO. 025198 Resolution adopting the City of Corpus Cluisti's Americans with Disabilities Act (ADA) Title II Comprehensive Evaluation and Transition Plan of barrier removal for accessibility of the City's public facilities, services, activities and programs. The foregoing resolution passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longofia, Noyola, and Scott voting "Aye." Mayor Neal opened discussion on Item 28, demonstration desalination plant project. Mr. Ed Garaita, Water Superintendent, said this proposal is to hire Turner Collie and Braden to assist city staff in preparing legislative and technical aspects of the project. Mr. Tom Utter, Special Assistant to the City Manager, said the Texas Water Development Board has recommended that $500,000 be appropriated to each of the three cities which are finalists in the governor's project. Responding to Council Member Scott, Mr. Utter said that in addition to Corpus Christi, the finalist cities are Freeport and Brownsville. Council Member Kiunison asked about the time line. Mr. Utter said the first step is to obtain the $500,000 allocation and to provide periodic reports to the Council. Council Member Kelly asked if there will be assurances that none of the brine will be leaching into the same underwater reserves used for the brackish plant. Mr. Gaxafia said that plant will be about five miles away and it will be taken into consideration in the technical evaluations. There were no comments from the audience. City Secretary Chapa polled the Council for their votes as follows: 28. M2003-061 Motion authorizing the City Manager or his designee to execute an engineering services contract with Turner Collie and Braden, Inc. of Houston, Texas, in an amount not to exceed $227,000 for technical support services associated with the Barney Davis demonst~afiun desalination plant project. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kelly, Kinnison, Longofia, Noyola, and Scott voting "Aye." Mayor Neal opened discussion on Item 29, seawall streetscepe. Mr. Dan Whitworth, Director of Park and Recreation, explained that at the beginning of the seawall project, the Arts and Cultural Commission (ACC) made a conscious effort to incorporate the percent for arts fund associated with this project into the streetscape portion. He said that an environmental design firm called Artscapes was contracted to formulate some design concepts. He said staff has not received bid prices on the fabrication of the pwposed shade slractures. Mr. Chuck Anastos, ACC Chairman, said the design fu'm strongly recommended constructing shaded seating areas facing both the water and the walkway. He said that as the in- house architect for the ACC, he was asked to design a structure (at no cost) that took the Minutes - Regular Council Meeting February 11, 2003 - Page 14 elements the commission felt were most beneficial to the seawall. Mr. Anastos said he met with Mr. Escobar and they determined that a 10-foot by 30-foot module was all that could be allotted for the structure so as not to impede pedestrian traffic. He said they designed a serpentine seating wall divided into two segments with three stainless steel "tree trunks" and branches and a landscaped pocket incorporating indigenous plants. He added that the s~ructures will be lighted at night to create a glowing effect. Council Member Longoria said he feels thc proposed structures will create stress points along an already congested area. He said if any structures are built, they should be focused on the transition areas of the intersections. In addition, he said the design of the structures clashes with the Spanish miradores and additional designs should have been brought to the Council. Mr. Whitworth said they plan to locate the structures at RTA stops along the seawall. Mr. Longoria said new structures do not have to be built; instead, they can place shade elements over the existing benches. Mr. Anastos said that according to Artscapes, such shade structures will not be beneficial in the late afiemoon sun. The design firm also felt that a new artistic element was needed and the commission members wanted to ensure that the miradores could stand on their own. Council Member Scott said that while reviewing this proposal, he considered the following: continuity with the miradores, relationship with the seawall, and maintenance and design concerns. He questioned why the shade structures are not placed near the intersections. Mr. Escobar replied that the RTA recommended that structures be placed close to the arena and near H-I-37. Mr. Anastos said the intention is to place the s~eetscapes away from the mir'adores so as not to compete with them. Mr. Scott asked if the structures can be placed in the parking lane and Mr. Escobar said that is a possibility. Council Member Kelly said he agrees that the proposed structures are inconsistent with the traditional Spanish architecture that exists on the seawall. He said there was an earlier presentation regarding possibly introducing antique Itolleys downtown, which also would conflict with this proposed modem design. Council Member Noyola said he likes this design but it does not belong on the seawall. He said shade is needed near the seawall steps but the structures should not block the seawall itself. Council Member Cheaney said he does not think the Council has developed a theme for the seawall and he said he will further consider the ACC's recommendation. He said he appreciates the commission's efforts, adding that this design has potential. Council Member Colmenero said he would like the seawall to be better utilized, which could be enhanced by placing misting structures there. Council Member Kinnison said he would like to see a design that allows people to get closer to the water while also keeping the seawall from getting too cluttered. Mr. Anastos said Artacapes has concluded that people want interaction with activities on the seawall as well as the water. Responding to Mr. Scott, Mr. Escobar said they are within 30 days of needing to have a decision on this design. Mr. Longnria said the Council is very sensitive to citizens' opinions about the bayfront and seawall. Council Member Garrett asked why the structures cannot be placed over the seawall steps. Minutes - Regular Council Meeting February 11, 2003 -Page 15 Mayor Neal asked what other options are available. Mr. Anastos said that Artacapes provided a menu of about 40 elements but there was no clear-cut plan on how to concentrate those elements in each phase of the work. However, budget constraints will not allow them to do many, if any, of the suggestions to make a substantial change. He added that the funding for this project comes from the percentage for art allocation and the ACC felt that shade structures were needed more than artwork on the seawall. In addition, Art.scapes felt the seawall was lacking a signature look. Mr. Anastos reiterated that they do not want to impede on the miradores. The Mayor said he does not share the concerns of some of the Council members regarding this idea. Responding to Mr. Colmenero, Mr. Jeff Massengill, Vice President of Shiner Moseley & Associates, said some thought was given to creating a buffer between the water side and Shoreline Boulevard. He added that the list suggested by Artscapes included many elements and shade was a very important part of it. Mr. Colmenero said the new arena's facade includes steel and glass, which would be consistent with the proposed design. Mr. Kiunison said his concern was not with the design but with the proposed location of the structures. Mr. Anastos said the budget for this project is very limited and he added that he understands the direction from the Council. There were no comments from the audience. Mayor Neal suggested that the Council could approve the concept of the design while allowing Mr. Anastos to modify it to provide for more pedesUian flow on the seawall. City Secretary Chapa polled the Council for their votes as follows: 29. M2003-062 * Motion to accept the design for the seawall streetscape. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Gan:eR, Kelly, Kinrdson, and Scott voting "Aye"; Longoria and Noyola voting "No." *Note: This item was reconsidered during the February 18, 2003 Council meeting. For further action on this item, see the minutes of the February 18, 2003 meeting. Mayor Neal called for petitions from the audience. Ms. Kay Noyes, 930 Coral, encouraged the Council to listen to the citizens who are concerned about the amenities on the T-Heads and L-Head. She said development can be placed on Corpus Christi Beach. Mr. J.E. O'Brien, 4130 Pompano, said there is a long-standing city policy that anyone using the Council Chambers has to permit public comment and not adhering to that policy does not enhance the Council's credibility. He also requested a status report on the city's financial statement and said he hopes the Council will reinstate the Internal Audit Depafi~uent. Ms. Lee Ann Dumbauld said the comprehensive annual financial report will be presented to the Council on February 25, 2003. Minutes - Regular Council Meeting February 11, 2003 -Page 16 Council Member Noyola asked why public comment was not called for during the February 7, 2003 special Council meeting. Mr. Reining replied that there is no requirement for public comment in the Open Meetings Act. He said it is something the Council does as a matter of practice on public discussion items but they routinely never have public comment on executive session items. Mayor Neal recessed the regular Council meeting for the meeting of the Corpus Christi Housing Finance Corporation. Mayor Neal reconvened the meeting and announced the executive sessions, which were listed on the agenda as: 30. Executive session pursuant to Texas Government Code Sections 551.071,551.072, and 551.087 regarding acquisition and development of a site for a minor league baseball stadium in the Arena/Convention Center/Port of Corpus Christi area, location of a professional baseball franchise in the facility, and possible real estate agreements with the Port of Corpus Christi Authority and RSR Sports implementing the stadium, with possible diacussion and action related thereto in open session. 31. Executive session pursuant to Texas Government Code Sacfion 551.071 regarding Police Contract Negotiations, with possible discussion and related action in open session. The Council went into executive session. The Council returned from executive session. Mayor Neal made the following motion, which was seconded by Mr. Colmenero: 31. M2003-063 Motion directing the City Manager to enter into negotiations with the Port of Corpus Christi Authority and RSR Sports implementing the stadium location and the lease of that location and to bring back an agreement to the Council within thirty days. The foregoing motion passed by the following vote: Neal, Chesney, Colmenero, Garrett, Kinnison, Longoria, Noyola, and Scott voting "Aye"; Kelly abstaining. Mayor Neal made the following motion, seconded by Mr. Colmenero: 32. M2003-064 Motion authorizing the City Manager to execute an amendment to a legal services agreement with Lowell F. Denton of Denton, Navarro, Rocha & Bemal approving additional tim& up to $15,000 for a total of no more than $40,000 to represent the city in the police contract negotiations. The foregoing motion passed by the following vote: Neal, Cheaney, Colmenero, Garrett, Kelly, Kinnison, Longoria, Noyola, and Scott voting "Aye." Minutes - Regular Council Meeting February 11, 2003 - Page 17 Mayor Neal called for the City Manager's x~port. Acting City Manager Noe said there is a special Council meeting scheduled for February 13, 2003 at Padre Isles Country Club with Land Commissioner Patterson regarding the Paekery Channel project. He said there are several items scheduled for the regular meetings on February 18 and 25, 2003. Mr. Utter then gave the Council an update on the current legislative session. Mr. Noe thanked the Council for their support and city staff for their teamwork. Mayor Neal in tom thanked Mr. Noe for acting as City Manager. He then called for Council concerns. Mr. Chesney asked about the status of Mr. Leon Loeb's project. Mr. Noe said he asked Mr. James Bray to draft whatever legislation might be necessary to begin considering that project and he informed Mr. Loeb of that. Mr. Chesney announced the District 2 town hall meeting on February 13, 2003 at Crockett Elementary and he commented on an Animal Control policy regarding picking up alairnals off weekends. Mr. Chesney congratulated the Texas A&M University-Corpus Christi Islanders on their recent victory. He also asked staff to follow up on repairs at Lindale Senior Center and he commented on the CVB's efforts. Mr. Noyola asked about installing speed humps on Rockford Street from West Point to Villarreal Street and he reported several pot holes on Home and Gollihar roads. He also commented on a traffic light at Prescott and Home. Mr. Scott asked the Council to consider not having a Council meeting on Match 18, 2003 because it is spring break that week. He then made a motion to not have a Council meeting on March 18t~ and instead to hold one on March 4t~; seconded by Mr. Chesney and passed. Mr. Scott asked about Oleander Park and Mr. Whitworth said that project has been delayed because of rain but it should be completed this week. Mr. Scott added that the February 13t~ Council meeting on the island will be significant. Mr. Kelly commended the direeted patrol officers for their efforts with the PALS Little League and he requested a report from the Police Chief regarding possibly using drug forfeiture funds to purchase equipment for them. He also asked about the direetive to expedite police reports at the county jail. Mr. Noe said he and the Police Chief will meet tomorrow to discuss that and other issues and he will follow up with the Council and the County Judge. Mr. Longoria asked about a memo regarding ADA compliance at Bill Witt Park. Mr. Whitworth said there were some issues that came out of the San Antonio office on eligibility criteria on the ADA work. Mr. Longoria said Mr. Lewis Lovelace asked about steps at Airheart Point. Mr. Noe said the steps there will not be ADA-compliant and it is less a legal issue as it is a policy issue. Mr. Colmenero said there are problems with tights around the park on Niagara Street. Mr. Whitworth said CPL repaired those lights. Mr. Colmenero also requested a list of streets that do not have curbs and gutters and said there are drainage problems at Crosstown and Port. Mayor Neal asked staff to prepare a memo on what action the Council took on the stormwater plan. There being no further business to come before the Council, Mayor Ne, al adjourned the Council meeting at 6:05 p.m. on February 11, 2003. 2 Requested Council Date: 02/25/03 Alternate Date: 03/11/03 AGENDA MEMORANDUM RECOMMENDATION: Motion approving a supply agreemem with LaFarge Road Marking Inc., Ennis, Texas for approximately 24,000 gallons of pavement marking paint in accordance with Bid Invitation No. BI-0061-03 based on low bid for an eslimated annual expenditure of $109,476. The term of the supply agreement will be for twelve months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or his designee. Funds have been budgeted by Street Services in FY 02-03. BACKGROUND: Purpose: The pavement marking paint will be used by Street Services to mark City streets. Previous Contract: The option to extend the current contract has been exercised, requiring new bids to be received. Bid Invitations issued: Nine Bids Received: Five Price Analysis: Pricing has increased approximately 6% since the last contract of March 2000. Award Basis: Low Bid Funding: Organization Name rx Street Services Micl~el Baixera, C~-P)~Vl. Procurement and Gefferal Services Manager 520130-1020-12410 Amount $110,000 =5=03 BID INVITATION NO. BI -OWI -03 PAVEMENT MARKING PAINT BUYER: ESTHER C. BARRERA ITEM DESCRIPTION QTY. UNIT 1 YELLOW PAINT IN 55 GAL. LINED CONTAINERS 10,000 GAL. 2 WHITE PAINT IN 55 GAL. LINED CONTAINERS 12,000 GAL. 3 WHITE PAINT IN 5 GAL. PAILS 2,000 GAL. TOTAL CITY OF CORPUS CHRISTI PURCHASING DIVISION BID TABULATION LAFARGE ROAD ROADRUNNER MARKING INC. TRAFFIC SUPPLY,INC ICI PAINTS TRANTEX SHERWIN WILLIAMS ENNIS, TX FT. WORTH, TX CORPUS CHRISTI, TX HOUSTON, TX ROSWELL, NEW MEXICO UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL PRICE PRICE PRICE PRICE PRICE PRICE PRICE PRICE PRICE PRICE $4.622 $46,220. $5.87 $58,700.00 ✓ $6.55 $65,500.00, $6.90 $69,000.00 $7.60 $76,000.00 4.494 53,928.00 5.58 66,960.00 ✓ 6.50 78,000.00 7.00 84,000.00 7.50 90,000.00 4.664 9.328.00 5.95 11.900.00 ✓ 5.99 11.980.00e 7.20 14.400.00 7.60 15.200.00 $109476.00 $137,560.00 $155,480.00 $167,400.00 $181,200.00 I r CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Agenda item: Motion approving a supply agreement with LaFarge Road Marking Inc., Ennis, Texas for approximately 24,000 gallons of pavemant marking paint in accordance with Bid Invitation No. BI-0061- 03 based on low bid for an estimated annual expenditure of $109,476. The term of the supply agreement will be for twelve months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or his designee. Funds have been budgeted by Street Services in FY 02-03. Amount Required: $109,476 Fund Name Fund No. OrE. No. Account No. Project No. Amount ~-,v~,~. ~xa,~r~ 1020 12410 520130 $110,000 Total $110,000 ~'~ Not required Director"~ f ¥~nancial_Services 3 COUNCIL MEMORANDUM RECOMMENDATION: Motion approving the lease purchase of five (5) automated side- loading refuse trucks from the following companies for the following mounts for the total amount of $824,195. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). These automated side-loading refuse trucks will be used by Solid Waste Services. Financing will be provided through the City's lease/purchase financing program. These refuse trucks will be replacements to the fleet. Rush Track Center Houston, Texas Track Chassis $511,250 McNeilus Track & Manufacturing Hutchius, Texas Refuse Packer Body $312,945 Gnmd Total: $824,195 Purpose: These refuse trucks will be used by the Solid Waste Services Department as part of the second phase of the City-wide automated collection system. An additional twenty-one thousand residents residing in the central part of the City will be serviced under this phase of the program. The track chassis will be ordered by Rush Truck Center and delivered to McNeilus Truck & Manufacturing (McNeilus) for installation of the refuse packer bodies. McNeilus will deliver the trucks to the City in the summer of 2003. Local manufacturers' dealers will provide warranty support service. The split awards are required due to the establishment of two independent contracts by TLGPC. An additional $400 will be paid to TLGPC as an administration and contracting fee. Basis of Award: The trucks wilt be purchased through the cooperative purchasing agreement with the TLGPC. TLGPC is administered by the Texas Association of School Boards (TASB) and co-sponsored by the Texas Municipal League (TML) and the Texas Association of Counties (TAC). TLGPC acts as an independent agency awarding exclusive cooperative purchasing contracts for its members. Price Analysis: The City purchased thirteen (13) similar trucks in 2001 for a unit price of $150,142. The current unit price is $164,839. The increase in pricing is attributable to configuration upgrades and increased manufacturing costs. Funding: These refuse trucks will be funded through the City's lease/purchase fmancing agreement for a 60-month period. The estimated interest rate is 3.85%. The actual interest rate will be determined after acceptance of the vehicles. The annual payment for all five (5) refuse trucks is $181,476.96. The 60 months total, including principal of $824,195 and interest of $83,189.80 is $907,384.80. The amount shown below is for two months payment for this fiscal year. Funds to support the balance of the lease will be requested by Solid Waste Services for FY03~04 and all subsequent budget years. Solid Waste Services 530190-1020-12510 FY02/03 (2 months) · ' ae~Barrera, Procurement & General Services Manager $30,246.16 212512003 Refuse Trucks - Side Loaders Truck Chassis 2003 Perterbilt 320 chassis Packer Bodies McNeilus 2875 packer bodies City of Corpus Christi Purchasing Division Bid Tabulation 5 Unit each each Rush Truck Center Houston, Texas Unit price Total $102,250 $511,250 McNeilus Trcuk & Manufacturing Hutchins, Texas Unit Price Total $62,589 $312,945 Award Total $511,250 $312,945 Grand Total $824,195 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the conll'act, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Agenda item: Motion approving the lease purchase of five (5) automated side-loading refuse ~rucks from the following companies for the following amounts for the total amount of $824,195. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative. These automated side-loading refuse trucks will be used by Solid Waste Services. Financing will be provided through the City's lease/purchase financing program. These refuse l~ucks will be replacements to the fleet. Rush Track Center Houston. Texas Track Chassis $511,250 McNeilus Track & Manufacturing Hutchins. Texas Refuse Packer Body $312,945 Grand Total: $824,195 Amount Required: $ 30~246 Fund Name Fund No. Org. No. Account No. Project No. Amount General Fund 1020 12510 530190 $30,246 Total $30,246.16 Not required Director of Financial Services s Date: -~- Ko-og 4 COUNCIL MEMORANDUM RECOMMENDATION: Motion approving the lease purchase of one (1) ambulance from Wheeled Coach, Orlando, Florida for the total amount of $144,049. The award is based on the cooperative purohasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). The ambulance will be used by the Fire Department. This unit is an addition to the fleet. Financing will be provided through the City's lease/purchase financing program. Purpose: The ambulance will be used by the EMS Division of the Fire Department for emergency medical response services. This unit will add an eighth medical unit within the Fire Department to allow EMS to enhance services throughout the community. Basis of Award: This vehicle will be purchased through the cooperative purchasing agreement with the TLGPC. TLGPC is administered by the Texas Association of School Boards (TASB) and co-sponsored by the Texas Municipal League (TML) and the Texas Association of Counties (TAC). TLGPC acts as an independent agency awarding exclusive cooperative purchasing contracts for its members. An additional $800 will be paid to TLGPC as an administration and contracting fee. Price Comparison: The City purchased a similar ambulance in 2001 for a price of 136,624.91. Funding: The ambulance will be funded through the City's lease/purchase financing agreement for a 60-month period. The estimated interest rate is 3.85%. The actual interest rote will be determined after acceptance of the vehicle. The annual payment is $31,717.68. The 60 months total, including principal of $144,049 and interest of $14,539.40 is $158,588.40. The ambulance is scheduled to be received in July of 2003. The amount of funds shown below is for 1 month payment. Funds will be requested by the Fire Department for FY03-04 and all subsequent budget years. EMS Department 530190-4680-35100 FY 02-03 (1 month) ~ral Services Manager $2,643.14 City of Corpus Christi Purchasing Division Bid Tabulation 2/25/2003 Ambulance Quantity -1 Ambulance 2003 Series Freightliner 170X95x72 Wheeled Coach Orlando, Florida Total $144,049 crl'xt OF CORPUS CHRISTI C~RTU~CATION O1~ IRINDS (City ~ Ardcle IV, Seetiom 7 I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby ceftin] to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Agenda item: Motion approving the lease purchase of one (1) ambulance from Wheeled Coach, Orlando, Florida for the total amount of $144,049. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). The ambulance will be used by the Fire Department. This unit is an addition to the fleet. Financing will be provided through the City's lease/purchase pro,ram. Amount Required: $ 2,643.14 Fund Name Fund Org. Account Project Amount No. Nm No. No. Ambulance Fund 4680 35100 530190 $2,643.1~ Total $2,643.14 ~ Not requirtd Mrdo~ Director of Financial Services Date: .2- .Za. n · 5 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: February 25, 2003 AGENDA ITEM: A. Motion authorizing the Acting City Manager, or his designee, to execute a construction contract with Reynolds Inc. of Odeans, Indiana in the amount of $1,238,200 for the Broadway Basin Sewer Line Rehabilitation Project Base Bid A - Rebid (Project No. 7226) Bo Motion authorizing the Acting City Manager, or his designee, to execute a construction contract with King-Isles, Inc. in the amount of $1,096,765 for the Broadway Basin Sewer Line Rehabilitation Project Base Bid B and Additive Alternates B-1 and B-2- Rebid (Project No. 7226) ISSUE: This project will correct the deficiencies in the Broadway Basin Service Area Collection System, which allow the infiltration and inflow of water into the existing sanitary sewer lines. This project is necessary to ensure compliance with state and federal environmental regulations. FUNDING: Funding for this project is available in the FY 02 -03 Wastewater Capital Improvement Program. CONCLUSION AND RECOMMENDATION: Approval of the motion is recommended to award two contracts to construction services. begin Foster Crowell, Director of Wastewater Services Director of Engineering Services Attachments: Exhibit "A" Background Exhibit 'B" Bid Tab Exhibit "C" Project Budget Exhibit 'D" Location Map AGENDA MEMORANDUM ADDITIONAL BACKGROUND INFORMATION SUBJECT: Broadway Basin Sewer Line Rehabilitation Project- Re-bid (Project #7226). PRIOR COUNCIL ACTION: 1. January 20, 1998 - Motion authorizing the City Manager, or his designee, to execute an engineering services contract with Urban Engineering, Inc. in the amount of $74,783 for engineering services associated with the Infiltration/Inflow (I/I) Collection System Enhancement Program. (M1998-007) 2. July 17, 2001 - Motion authorizing the City Manager, or his designee, to execute an amendment to an engineering services contract with Urban Engineering, Inc. in the amount of 238,400 for the Infiltration/Inflow (1/I) Remediation, Miscellaneous Line Cleaning and Broadway basin SSO I/I Rehab. 3. December 17, 2002 - Approval of the Fiscal Year 2002-03 Capital Improvement Budget for $299,913,200 (Ordinance No. 025144). PRIOR ADMINISTRATIVE ACTION: 1. September 15, 1998 - Administrative Amendment to an engineering services contract with Urban Engineering, Inc. for a total fee not to exceed $11,357.40, for engineering services associated with the Infiltration/Inflow (1/I) Collection System Enhancement Program. 2. January 14, 2002 - Administrative Amendment to an engineering services contract with Urban Engineering, Inc. for a total restated fee not to exceed $14,900 for a revised fee not to exceed $1,213,700.40 for the Infiltration/Inflow (1/I) Collection System Rehabilitation Project. FUTURE COUNCIL ACTION: Future construction contracts for Miscellaneous Line Cleaning and future Collection System Rehabilitation. PROJECT BACKGROUND: Deterioration of the City's Wastewater collection system is allowing infiltration and inflow of water and dirt into the system. This results in clogged pipes, diminished line capacity and manhole overflows. This is a potentially hazardous situation, which could lead to non-compliance with state or federal environmental regulations and sedous fines. This project will concentrate on corrective measures for the Broadway basin service area. PROJECT DESCRIPTION: BASE BID A: This project consists of the restoration/repair and video-documentation of approximately 14,740 linear feet of sanitary sewer lines ranging from 8" to 15", the restoration of 76 existing manholes and construction of two (2) sanitary sewer manholes. The rehabilitation of the sewer lines shall be accomplished by use of cast-in-place pipe liners and the restoration and construction of the manholes shall be accomplished by fiberglass manhole inserts and manholes. This work shall be executed in accordance with the plans, specifications and contract documents. EXHIBIT "A" Page I of 2 BASE BID B: This project consists of the restoration of 109 existing manholes by fiberglass manhole inserts. This work shall be executed in accordance with the plans, specifications and contract documents. BASE BID C: This combines the scope of Base Bids 'A' and 'B'. ADDITIVE ALTERNATES: A.A. No. B-t: Consists of the restoration of 37 existing manholes by fiberglass manhole inserts. This work shall be executed in accordance with the plans, specifications and contract documents. A.A. No. B-2: Consists of the restoration of 37 additional, existing manholes by fiberglass manhole inserts. This work shall be executed in accordance with the plans, specifications and contract documents. BID INFORMATION: The project was broken up into three (3) separate base bid packages with two additive altemates to encourage small business participation. The City received proposals from five (5) bidders on February 5, 2002. (See Exhibit 'B") The bids ranged from: Base Bid A: $1,238,200 to $1,441,500 Base Bid B: $ 646,929 to $ 960,250 Base Bid C: $2,029,300 to $2,074,050 A.A. No. 1: $ 224,918 to $ 315,000 A.A. No. 2: $ 224,918 to $ 315,000 The Engineer's estimated construction cost for the project is $1,643,625. The City's Consultant, Urban Engineering and city staff, recommend that awarding this contract as separate construction contracts under Base Bid 'A' and 'B', proved most advantageous to the City. Therefore, based on Iow bid and past satisfactory experience with similar projects, it is recommended that: · One construction contract be awarded to Reynolds, Inc. of Orleans, Indiana, in the amount of $1,238,200 for Base Bid A. · One construction contract be awarded in the amount of $1,096,765 to King- Isles, Inc. for Base Bid B and Additive Alternates B-1 and B-2. CONTRACT TERMS: The contract specifies that the project will be completed in 250 calendar days, with completion anticipated by the end of November 2003. FINAL PRODUCT: This project will result in 259 restored manholes, 2 new manholes and 14,740 I.f. of CIPP sanitary sewer replacement line in the Broadway Basin Service area. EXHIBIT "A" Page 2 of 2 TABULATION OF BIDS DEPARTMENT OF ENGINEERING - CITY OF CORPUS CHRISTI, TEXAS TABULATED BY: Urban DATE: Wednesday, Engineering February 5, 2003 TIME OF COMPLETION: ENGINEER'S ESTIMATE: ('C') $1,843,625 BROADNAY BASIN Reynolds, Inc. Ring -Isles, Inc. JALCO, Inc. SSO-I/I AND REHABILITATION P. O. BOX 186 1641 Goldston Rd. P.O. BOX 27368 (City Project No. 7226) Is Orleans, IN 47452 Corpus Christi, TX 78409 Houston, TX 77227 UNIT UNIT UNIT DESCRIPTION QTY. UNIT PRICE AMOUNT PRICE AMOUNT PRICE AMOUNT BASE BID 'A' - GST -IN-PLACE PIPE In= REHABILITATION A-1 Repair/Rehab for Line 1 1 LS $9,900.00 $9,900.00 $12,000.00 $12,000.00 A-2 Repair/Rehab for Line 2 1 LS $8,000.00 $8,000.00 $10,000.00 $10,000.00 A-3 Repair/Rehab for Line 3 1 LS $23,500.00 $23,500.00 $28,000.00 $28,000.00 A-4 Repair/Rehab for Line 4A 1 LS $9,000.00 $9,000.00 $11,000.00 $11,000.00 A-5 Repair/Rehab for Line 4B 1 LS $5,200.00 $5,200.00 $6,000.00 $6,000.00 A-6 Repair/Rehab for Line 5 1 LS $16,400.00 $16,400.00 $27,000.00 $27,000.00 A-7 Repair/Rehab for Line 6A 1 LS $23,500.00 $23,500.00 $28,000.00 $28,000.00 A-8 Repair/Rehab for Line 6B 1 LS $2,000.00 $2,000.00 $3,000.00 $3,000.00 A-9 Repair/Rehab for Line 6C 1 LS $11,500.00 $11,500.00 $14,000.00 $14,000.00 A-10 Repair/Rehab for Line 6D 1 LS $11,200.00 $11,200.00 $14,000.00 $14,000.00 A-11 Repair/Rehab for Line 7 1 LS $7,200.00 $7,200.00 $8,000.00 $8,000.00 A-12 Repair/Rehab for Line 8 1 LS $10,400.00 $10,400.00 $12,000.00 $12,000.00 A-13 Repair/Rehab for Line 9A 1 LS $8,500.00 $8,500.00 $11,000.00 $11,000.00 A-14 Repair/Rehab for Line 9B 1 LS $10,000.00 $10,000.00 $12,000.00 $12,000.00 A-15 Repair/Rehab for Line IDA 1 LS $2,100.00 $2,100.00 $2,000.00 $2,000.00 A-16 Repair/Rehab for Line 10B 1 LS $5,400.00 $5,400.00 $7,000.00 $7,000.00 A-17 Repair/Rehab for Line 11 1 LS $3,500.00 $3,500.00 $5,000.00 $5,000.00 A-18 Repair/Rehab for Line 12 1 LS $2,700.00 $2,700.00 $4,000.00 $4,000.00 A-19 Repair/Rehab for Line 13 1 LS $12,200.00 $12,200.00 $14,000.00 $14,000.00 A-20 Repair/Rehab for Line 14 1 LS $20,500.00 $20,500.00 $24,000.00 $24,000.00 A-21 Repair/Rehab for Line 15 1 LS $9,000.00 $9,000.00 $11,000.00 $11,000.00 A-22 Repair/Rehab for Line 16 1 LS $12,900.00 $12,900.00 $16,000.00 $16,000.00 A-23 Repair/Rehab for Line 17 1 LS $20,000.00 $20,000.00 $24,000.00 $24,000.00 A-24 Repair/Rehab for Line 18 1 LS $9,000.00 $9,000.00 $11,000.00 $11,000.00 A-25 Repair/Rehab for Line 19 1 LS $19,900.00 $19,900.00 $24,000.00 $24,000.00 A-26 Repair/Rehab for Line 20 1 LS $4,000.00 $4,000.00 $5,000.00 $5,000.00 A-27 Repair/Rehab for Line 21 1 LS $13,700.00 $13,700.00 $16,000.00 $16,000.00 A-28 Repair/Rehab for Line 22 1 LS $22,400.00 $22,400.00 $26,000.00 $26,000.00 A-29 Repair/Rehab for Line 23A 1 LS $13,700.00 $13,700.00 $17,000.00 $17,000.00 A-30 Repair/Rehab for Line 23B 1 LS $9,500.00 $9,500.00 $12,000.00 $12,000.00 a-31 Repair/Rehab for Line 24 1 LS $11,200.00 $11,200.00 $14,000.00 $14,000.00 Page 1 of 10 BROADWAY BASIN Reynolds, Inc. King -Isles, Inc. JALCO, Inc. 880 -III AND REHABILITATION P. O. Box 186 1641 Goldston Rd. P.O. Box 27368 (City Project No. 7226) Orleans, IN 47452 Corpus Christi, TX 78409 Houston, TX 77227 UNIT UNIT UNIT DESCRIPTION QTY. UNIT PRICE AMOUNT PRICE AMOUNT PRICE AMOUNT A-32 Repair/Rehab for Line 25 1 LS $3,500.00 $3,500.00 $0,000.00 $4,000.00 A-33 Repair/Rehab for Line 26 1 LS $8,900.00 $8,900.00 $10,000.00 $10,000.00 A-34 Repair/Rehab for Line 27 1 LS $6,200.00 $6,200.00 $6,000.00 $6,000.00 A-35 Repair/Rehab for Line 28 1 LS $15,900.00 $15,900.00 $20,000.00 $20,000.00 A-36 Repair/Rehab for Line 29A 1 LS $19,500.00 $19,500.00 $24,000.00 $24,000.00 A-37 Repair/Rehab for Line 29B 1 LS $11,700.00 $11,700.00 $19,000.00 $19,000.00 A-38 Repair/Rehab for Line 30 1 LS $6,400.00 $6,400.00 $8,000.00 $8,000.00 A-39 Repair/Rehab for Line 31 1 LS $14,200.00 $14,200.00 $22,000.00 $22,000.00 A-40 Repair/Rehab for Line 32 1 LS $9,500.00 $9,500.00 $21,000.00 $21,000.00 A-41 Repair/Rehab for Line 33 1 LS $4,200.00 $4,200.00 $5,000.00 $5,000.00 A-42 Repair/Rehab for Line 34 1 LS $6,500.00 $6,500.00 $18,000.00 $18,000.00 A-43 Repair/Rehab for Line 35 1 LS $9,600.00 $9,600.00 $22,000.00 $22,000.00 A-44 Reopening Service Conn. 440 EA $75.00 $33,000.00 $120.00 $52,800.00 A-45 Point Repair Cost Allowance 1 LS $150,000.00 $150,000.00 $150,000.00 $150,000.00 A-46 4-0 MH Restor. w/ Preformed 36 EA $5,600.00 $201,600.00 $6,700.00 $241,200.00 Fiberglass Insert (0'-6' in Depth) A-47 410 MH Restora. w/Preformed 25 EA $7,300.00 $182,500.00 $7,700.00 $192,500.00 Fiberglass Insert (6'-10' in Depth) A-48 410 MH Restor. w/Preformed 15 EA $11,500.00 $172,500.00 $9,700.00 $145,500.00 Fiberglass Insert (Greater than 10' in Depth) A-49 New 410 Fiberglass MH 1 EA $6,500.00 $6,500.00 $10,000.00 $10,000.00 (0'-6' in Depth) A-50 New 41e Fiberglass MH 1 EA $7,500.00 $7,500.00 $12,000.00 $12,000.00 (6'-10' in Depth) A-51 Traffic Control 1 LS $20,000.00 $20,000.00 $30,000.00 $30,000.00 A-52 Trench Safety 500 LF $1.00 $500.00 $1.00 $500.00 TOTAL BASK SID 'A' $1,238,200.00 NO BID $1,441,500.00 [BASE BID 'B' - MANHOLE RESTORATION B-1 410 MH Restor. w/Preformed 53 EA $6,250.00 $331,250.00 $4,677.00 $247,881.00 $6,000.00 $318,000.00 Fiberglass Insert (0'-6' in Depth) -2 4' a MH Restor. w/Preformed 36 EA $8,125.00 $292,500.00 $5,486.00 $197,496.00 $8,000.00 $288,000.00 Fiberglass Insert (6'-10• in Depth) B-3 4- o MH Restor. w/Preformed 20 EA $14,000.00 $280,000.00 $8,306.00 $166,120.00 $11,000.00 $220,000.00 Fiberglass Insert (Greater than 10' in Depth) Page 2 of 10 (City B-4 -5 B-6 BROADWAY BASIN SSO-I/I AND RRBABILITATION Project No. 7226) DESCRIPTION 6- o MH Restor. w/Preformed Fiberglass Insert (0'-6' in Depth) Traffic Control 61 o MH Restor. w/Preformed Fiberglass Insert (Greater than 30' in Depth) TOTAL BASS BID 'B' QTY. 1 1 1 UNIT EA LS EA Reynolds, P. 0. Orleans, UNIT PRICE $14,000.00 $20,000.00 $22,500.00 Box IN Inc. 186 47452 AMOUNT $14,000.00 $20,000.00 $22,500.00 King -Isles, 1641 Goldston Corpus Christi, UNIT PRICE $7,816.00 $9,616.00 $18,000.00 Inc. Rd. TX 78409 AMOUNT $7,816.00 $9,616.00 $18,000.00 JALCO, P.O. Box Houston, UNIT PRICE $12,000.00 $20,000.00 $15,000.00 Inc. 27368 TX 77227 AMOUNT $12,000.00 $20,000.00 $15,000.00 $960,250.00 $646,929.00 $873,000.00 BASE BID 'C' - BASE BID 'A' AND 'B' COMBINED C-1 Repair/Rehab for Line 1 1 LS $9,900.00 $9,900.00 $12,000.00 $12,000.00 C-2 Repair/Rehab for Line 2 1 LS $8,000.00 $8,000.00 $10,000.00 $10,000.00 C-3 Repair/Rehab for Line 3 1 LS $23,500.00 $23,500.00 $28,000.00 $28,000.00 C-4 Repair/Rehab for Line 4A 1 LS $9,000.00 $9,000.00 $11,000.00 $11,000.00 C-5 Repair/Rehab for Line 4B 1 LS $5,200.00 $5,200.00 $6,000.00 $6,000.00 C-6 Repair/Rehab for Line 5 1 LS $16,400.00 $16,400.00 $27,000.00 $27,000.00 C-7 Repair/Rehab for Line 6A 1 LS $23,500.00 $23,500.00 $28,000.00 $28,000.00 C-8 Repair/Rehab for Line 6B 1 LS $2,000.00 $2,000.00 $3,000.00 $3,000.00 C-9 Repair/Rehab for Line 6C 1 LS $11,500.00 $11,500.00 $14,000.00 $14,000.00 C-10 Repair/Rehab for Line 6D 1 LS $11,200.00 $11,200.00 $14,000.00 $14,000.00 C-11 Repair/Rehab for Line 7 1 LS $7,200.00 $7,200.00 $8,000.00 $8,000.00 C-12 Repair/Rehab for Line 8 1 LS $10,400.00 $10,400.00 $12,000.00 $12,000.00 C-13 Repair/Rehab for Line 9A 1 LS $8,500.00 $8,500.00 $11,000.00 $11,000.00 C-14 Repair/Rehab for Line 9B 1 LS $10,000.00 $10,000.00 $12,000.00 $12,000.00 C-15 Repair/Rehab for Line 10A 1 LS $2,100.00 $2,100.00 $2,000.00 $2,000.00 C-16 Repair/Rehab for Line 10B 1 LS $5,400.00 $5,400.00 $7,000.00 $7,000.00 C-17 Repair/Rehab for Line 11 1 LS $3,500.00 $3,500.00 $5,000.00 $5,000.00 C-18 Repair/Rehab for Line 12 1 LS $2,700.00 $2,700.00 $4,000.00 $4,000.00 C-19 Repair/Rehab for Line 13 1 LS $12,200.00 $12,200.00 $14,000.00 $14,000.00 C-20 Repair/Rehab for Line 14 1 LS $20,500.00 $20,500.00 $24,000.00 $24,000.00 C-21 Repair/Rehab for Line 15 1 LS $9,000.00 $9,000.00 $11,000.00 $11,000.00 C-22 Repair/Rehab for Line 16 1 LS $12,900.00 $12,900.00 $16,000.00 $16,000.00 C-23 Repair/Rehab for Line 17 1 LS $20,000.00 $20,000.00 $24,000.00 $24,000.00 C-24 Repair/Rehab for Line 18 1 LS $9,000.00 $9,000.00 $11,000.00 $11,000.00 C-25 Repair/Rehab for Line 19 1 LS $19,900.00 $19,900.00 $24,000.00 $24,000.00 C-26 Repair/Rehab for Line 20 1 LS $4,000.00 $4,000.00 $5,000.00 $5,000.00 C-27 Repair/Rehab for Line 21 1 LS $13,700.00 $13,700.00 $16,000.00 $16,000.00 C-28 Repair/Rehab for Line 22 1 LS $22,400.00 $22,400.00 $26,000.00 $26,000.00 Repair/Rehab for Line 23A 1 LS $13,700.00 $13,700.00 $17,000.00 $17,000.00 Repair/Rehab for Line 23B 1 LS $9,500.00 $9,500.00 $12,000.00 $12,000.00 m rri Page 3 of 10 BROADWAY BASIN Reynolds, Inc. BSO-I/I AND REHABILITATION P. O. Box 186 (City Project No. 7226) Orleans, IN 47452 UNIT DESCRIPTION QTY. UNIT PRICE AMOUNT King -Isles, Inc. 1641 Goldston Rd. Corpus Christi, TX 78409 UNIT PRICE AMOUNT JALCO, Inc. P.O. Box 27368 Houston, TX 77227 UNIT PRICE AMOUNT C-31 Repair/Rehab for Line 24 1 LS $11,200.00 $11,200.00 $14,000.00 $14,000.00 C-32 Repair/Rehab for Line 25 1 LS $3,500.00 $3,500.00 $4,000.00 $4,000.00' C-33 Repair/Rehab for Line 26 1 LS $8,900.00 $8,900.00 $10,000.00 $10,000.00 C-34 Repair/Rehab for Line 27 1 LS $6,200.00 $6,200.00 $6,000.00 $6,000.00 C-35 Repair/Rehab for Line 28 1 LS $15,900.00 $15,900.00 $20,000.00 $20,000.00 C-36 Repair/Rehab for Line 29A 1 LS $19,500.00 $19,500.00 $24,000.00 $24,000.00 C-37 Repair/Rehab for Line 29B 1 LS $11,700.00 $11,700.00 $19,000.00 $19,000.00 C-38 Repair/Rehab for Line 30 1 LS $6,400.00 $6,400.00 $8,000.00 $8,000.00 C-39 Repair/Rehab for Line 31 1 LS $14,200.00 $14,200.00 $22,000.00 $22,000.00 C-40 Repair/Rehab for Line 32 1 LS $9,500.00 $9,500.00 $21,000.00 $21,000.00 C-41 Repair/Rehab for Line 33 1 LS $4,200.00 $4,200.00 $5,000.00 $5,000.00 C-42 Repair/Rehab for Line 34 1 LS $6,500.00 $6,500.00 $18,000.00 $18,000.00 C-43 Repair/Rehab for Line 35 1 LS $9,600.00 $9,600.00 $22,000.00 $22,000.00 C-44 Reopening Service Conn. 440 EA $75.00 $33,000.00 $120.00 $52,800.00 C-45 Point Repair Cost Allowance 1 LS $150,000.00 $150,000.00 $150,000.00 $150,000.00 C-46 Vo MH Restor. w/ Preformed 89 EA $5,600.00 $498,400.00 $5,000.00 $445,000.00 Fiberglass Insert (0'-6' in Depth) C-47 Vo MH Restore. w/Preformed 61 EA $7,300.00 $445,300.00 $6,500.00 $396,500.00 Fiberglass Insert (6'-10, in Depth) C-48 Vo MH Restor. w/Preformed 35 EA $11,500.00 $402,500.00 $8,500.00 $297,500.00 Fiberglass Insert (Greater than 10' in Depth) C-49 6- o MH Restor. w/Preformed 1 EA $12,250.00 $12,250.00 $10,000.00 $10,000.00 Fiberglass Insert (01-61 in Depth) C-50 New Vo Fiberglass MH 1 EA $6,500.00 $6,500.00 $10,000.00 $10,000.00 (01-61 in Depth) C-51 New 4'e Fiberglass MH 1 EA $7,500.00 $7,500.00 $11,000.00 $11,000.00 (6'-10' in Depth) C-52 Traffic Control 1 LS $34,000.00 $34,000.00 $34,000.00 $34,000.00 C-53 Trench Safety 500 LF $1.00 $500.00 $1.00 $500.00 C-54 6' 0 MH Restor. w/Preformed 1 EA $20,000.00 $20,000.00 $15,000.00 $15,000.00 Fiberglass Insert (Greater than 10' in Depth) TOTAL BASE BID C. $2,074,050.00 NO BID $2,029,300.00 m Page 4 of 10 BROADWAY BASIN Reynolds, Inc. SSO-I/I AND REHABILITATION P. 0. Box 186 V Project No. 7226) Orleans, IN 47452 UNIT DESCRIPTION QTY. I UNIT PRICE AMOUNT TIVE ALTERNATE NO. B-1 MANHOLE RESTORATION -1 4'e MH Restor. w/ 16 EA $5,900.00 $94,400.00 Preformed Fiberglass Insert (0'-6' in Depth) -2 V e MH Restor. w/ 12 EA $7,800.00 $93,600.00 Preformed Fiberglass Insert (61-101 in Depth) -3 Vo MH Restor. w/ 9 EA $13,000.00 $117,000.00 Preformed Fiberglass Insert (10, or Greater in Depth) -4 Traffic Control 1 LS TIVE ALTERNATE NO. B-2 MANHOLE RESTOI -1 4'm MH Restor. w/ Preformed Fiberglass Insert (0'-6' in Depth) -2 Vo MH Restor. w/ Preformed Fiberglass Insert (6'-30' in Depth) -3 Vo MH Restor. w/ Preformed Fiberglass Insert (101 or Greater in Depth) -4 Traffic Control ATION 16 1 12 1 9 1 1 H $10,000.00 $10,000.00 $315,000.00 $5,900.00 $94,400.00 $7,800.00 $93,600.00 $13,000.00 $117,000.00 $10,000.00 $10,000.00 $315,000.00 Page 5 of 10 King -Isles, Inc. 1641 Goldston Rd. pus Christi, TX 78409 UNIT PRICE AMOUNT $4,677.00 $74,832.00 $5,486.00 $65,832.00 $8,306.00 $74,754.00 $9,500.00 $3,000.00 $9,500.00 $237,500.00 $5,000.00 $80,000.00 $224,918.00 $4,677.00 $8,500.00 $74,832.00 $5,486.00 $65,832.00 $8,306.00 $74,754.00 $9,500.00 $9,500.00 $224,918.00 P.O. Box 27368 Houston, TX 77227 UNIT PRICE AMOUN $5,000.00 $80,000.00 $6,500.00 $78,000.00 $8,500.00 $76,500.00 $3,000.00 $3,000.00 $237,500.00 $5,000.00 $80,000.00 $6,500.00 $78,000.00 $8,500.00 $76,500.00 $3,000.00 $3,000.00 $237,500.00 ro rn 0 TABULATION OF BIDS DEPARTMENT OF ENGINEERING - CITY OF CORPUS CHRISTI, TEXAS TABULATED BY: Urban Engineering DATE: Wednesday, February 5, 2003 BROADWAY BASIN 990-I/I AND REHABILITATION (City Project No. 7226) TIME OF COMPLETION: Pro -Line 8812 FM 916 Grandview, TX 76050 ENGINEER'S ESTIMATE: PC') $1,843,625 Garver Constr., Ltd. 7600 S. Santa Fe, Bldg. E Houston, TX 77061 UNIT UNIT DESCRIPTION QTY. UNIT PRZCE AMOUNT PRICE AMOUNT BASE BID 'A' - CAST -IN-PLACE PIPE LINER REHABILITATION A-1 Repair/Rehab for Line 1 1 LS $8,734.68 $8,734.68 $10,260.00 $10,260.00 A-2 Repair/Rehab for Line 2 1 LS $7,278.90 $7,278.90 $8,550.00 $8,550.00 A-3 Repair/Rehab for Line 3 1 LS $19,788.00 $19,788.00 $25,840.00 $25,840.00 A-4 Repair/Rehab for Line 4A 1 LS $7,592.75 $7,592.75 $9,625.00 $9,625.00 A-5 Repair/Rehab for Line 4B 1 LS $4,279.55 $4,279.55 $5,425.00 $5,425.00 A-6 Repair/Rehab for Line 5 1 LS $14,549.50 $14,549.50 $18,550.00 $18,550.00 A-7 Repair/Rehab for Line 6A i LS $20,079.00 $20,079.00 $26,220.00 $26,220.00 A-8 Repair/Rehab for Line 6B 1 LS $873.00 $873.00 $1,140.00 $1,140.00 A-9 Repair/Rehab for Line 6C 1 LS $9,981.30 $9,981.30 $13,034.00 $13,034.00 A-10 Repair/Rehab for Line 6D 1 LS $9,835.80 $9,835.80 $12,844.00 $12,844.00 A-11 Repair/Rehab for Line 7 1 LS $6,512.70 $6,512.70 $7,650.00 $7,650.00 A-12 Repair/Rehab for Line 8 1 LS $9,194.40 $9,194.40 $10,800.00 $10,800.00 A-13 Repair/Rehab for Line 9A 1 LS $7,559.84 $7,559.84 $8,880.00 $8,880.00 A-14 Repair/Rehab for Line 9B 1 LS $9,092.24 $9,092.24 $10,680.00 $10,680.00 A-15 Repair/Rehab for Line 10A 1 LS $1,072.68 $1,072.68 $1,260.00 $1,260.00 A-16 Repair/Rehab for Line 10B 1 LS $4,724.90 $4,724.90 $5,550.00 $5,550.00 A-17 Repair/Rehab for Line 11 1 LS $3,192.50 $3,192.50 $3,750.00 $3,750.00 A-18 Repair/Rehab for Line 12 1 LS $2,298.60 $2,298.60 $2,700.00 $2,700.00 A-19 Repair/Rehab for Line 13 1 LS $10,215.70 $10,215.70 $12,950.00 $12,950.00 A-20 Repair/Rehab for Line 14 1 LS $18,542.04 $18,542.04 $21,780.00 $21,780.00 A-21 Repair/Rehab for Line 15 1 LS $7,968.48 $7,968.48 $9,360.00 $9,360.00 A-22 Repair/Rehab for Line 16 1 LS $11,620.70 $11,620.70 $13,650.00 $13,650.00 A-23 Repair/Rehab for Line 17 1 LS $18,133.40 $18,133.40 $21,300.00 $21,300.00 A-24 Repair/Rehab for Line 18 1 LS $8,096.18 $8,096.18 $9,510.00 $9,510.00 A-25 Repair/Rehab for Line 19 1 LS $18,878.00 $18,878.00 $21,000.00 $21,000.00 A-26 Repair/Rehab for Line 20 1 LS $3,257.98 $3,257.98 $4,130.00 $4,130.00 A-27 Repair/Rehab for Line 21 1 LS $12,259.20 $12,259.20 $14,400.00 $14,400.00 A-28 Repair/Rehab for Line 22 1 LS $18,774.80 $18,774.80 $23,800.00 $23,800.00 A-29 Repair/Rehab for Line 23A 1 LS $12,386.90 $12,386.90 $14,550.00 $14,550.00 A-30 Repair/Rehab for Line 23B 1 LS $8,555.90 $8,555.90 $10,050.00 $10,050.00 Repair/Rehab for Line 24 1 LS $10,037.22 $10,037.22 $11,790.00 $11,790.00 .A Page 6 of 10 o rb (City BROADWAY BASIN SSO-I/i AND REHABILITATION Project No. 7226) Pro -Line 8812 FM 916 Grandview, TX 76050 Garver Constr., Ltd. 7600 S. Santa Fe, Bldg. E Houston, TX 77061 UNIT UNIT DESCRIPTION QTY. UNIT PRICE AMOUNT PRICE AMOUNT A-32 Repair/Rehab for Line 25 1 LS $2,678.17 $2,678.17 $3,395.00 $3,395.00 A-33 Repair/Rehab for Line 26 1 LS $7,454.70 $7,454.70 $9,450.00 $9,450.00 A-34 Repair/Rehab for Line 27 1 LS $5,190.68 $5,190.68 $6,580.00 $6,580.00 A-35 Repair/Rehab for Line 28 1 LS $14,174.70 $14,174.70 $16,650.00 $16,650.00 A-36 Repair/Rehab for Line 29A 1 LS $17,023.50 $17,023.50 $22,230.00 $22,230.00 A-37 Repair/Rehab for Line 29B 1 LS $10,185.00 $10,185.00 $13,300.00 $13,300.00 A-38 Repair/Rehab for Line 30 1 LS $5,746.50 $5,746.50 $6,750.00 $6,750.00 A-39 Repair/Rehab for Line 31 1 LS $12,897.70 $12,897.70 $15,150.00 $15,150.00 A-40 Repair/Rehab for Line 32 1 LS $8,480.28 $8,480.28 $10,812.00 $10,812.00 A-41 Repair/Rehab for Line 33 1 LS $3,550.06 $3,550.06 $4,170.00 $4,170.00 A-42 Repair/Rehab for Line 34 1 LS $5,778.23 $5,778.23 $7,367.00 $7,367.00 A-43 Repair/Rehab for Line 35 1 LS $8,438.71 $8,438.71 $10,759.00 $10,759.00 A-44 Reopening Service Conn. 440 EA $113.00 $49,720.00 $225.00 $99,000.00 A-45 Point Repair Cost Allowance 1 LS $150,000.00 $150,000.00 $150,000.00 $150,000.00 A-46 4'm MH Restor. w/ Preformed 36 EA $6,177.78 $222,400.08 $5,500.00 $198,000.00 Fiberglass Insert (0'-61 in Depth) A-47 4-e MH Restora. w/Preformed 25 EA $7,733.33 $193,333.25 $6,575.00 $164,375.00 Fiberglass Insert (6--101 in Depth) A-48 4'0 MH Restor. w/Preformed 15 EA $14,466.67 $217,000.05 $10,380.00 $155,700.00 Fiberglass Insert (Greater than 10' in Depth) A-49 New 4'e Fiberglass MH 1 EA $6,111.11 $6,111.11 $9,050.00 $9,050.00 (0'-6' in Depth) A-50 New 4'0 Fiberglass MH 1 EA $7,111.11 $7,111.11 $11,500.00 $11,500.00 (6'-10, in Depth) A-51 Traffic Control 1 LS $30,000.00 $30,000.00 $73,850.00 $73,850.00 A-52 Trench Safety 500 LF $1.00 $500.00 $1.00 $500.00 TOTAL BASE BID 'A' $1,283,140.67 $1,359,616.00 BASE BID 'B' - MANHOLE RESTORATION B-1 4'e MH Restor. w/Preformed 53 EA Fiberglass Insert (0'-61 in Depth) -2 4' a MH Restor. w/Preformed 36 EA Fiberglass Insert (6'-10' in Depth) B-3 4' o MH Restor. w/Preformed 20 EA Fiberglass Insert (Greater than 10' in Depth) Page 7 of 10 `d Cu17 � Se' 00 0 BROADWAY BASIN Pro -Line Garver Constr., Ltd. 990-I/I AND REHABILITATION 8812 FM 916 7600 S. Santa Fe, Bldg. E (City Project No. 7226) Grandview, TX 76050 Houston, TX 77061 UNIT UNIT DESCRIPTION QTY. UNIT PRICE AMOUNT PRICE AMOUNT B-4 6' 0 MH Restor. w/Preformed 1 BA Fiberglass Insert (0'-6' in Depth) -5 Traffic Control 1 LS B-6 6' 0 MH Restor. w/Preformed 1 EA Fiberglass Insert (Greater than 10' in Depth) NO BID NO BID TOTAL BASE BID B. BASE BID 'C' - BASE BID 'A' AND 'B' COMBINED C-1 Repair/Rehab for Line 1 1 LS C-2 Repair/Rehab for Line 2 1 LS C-3 Repair/Rehab for Line 3 1 LS C-4 Repair/Rehab for Line 4A 1 LS C-5 Repair/Rehab for Line 4B 1 LS C-6 Repair/Rehab for Line 5 1 LS C-7 Repair/Rehab for Line 6A 1 LS C-8 Repair/Rehab for Line 6B 1 LS C-9 Repair/Rehab for Line 6C 1 LS C-10 Repair/Rehab for Line 6D 1 LS C-11 Repair/Rehab for Line 7 1 LS C-12 Repair/Rehab for Line 8 1 LS C-13 Repair/Rehab for Line 9A 1 LS C-14 Repair/Rehab for Line 9B 1 LS C-15 Repair/Rehab for Line l0A 1 LS C-16 Repair/Rehab for Line 10B 1 LS C-17 Repair/Rehab for Line 11 1 LS C-18 Repair/Rehab for Line 12 1 LS C-19 Repair/Rehab for Line 13 1 LS C-20 Repair/Rehab for Line 14 1 LS C-21 Repair/Rehab for Line 15 1 LS C-22 Repair/Rehab for Line 16 1 LS C-23 Repair/Rehab for Line 17 1 LS C-24 Repair/Rehab for Line 18 1 LS C-25 Repair/Rehab for Line 19 1 LS C-26 Repair/Rehab for Line 20 1 LS C-27 Repair/Rehab for Line 21 1 LS C-28 Repair/Rehab for Line 22 1 LS '9 Repair/Rehab for Line 23A 1 LS 0 Repair/Rehab for Line 23B 1 LS Page 8 of 10 M M bd Page 9 of 10 BROADWAY BASIN Pro -Line Garver Constr., Ltd. SSO-I/I AND REHABILITATION 8812 FM 916 7600 S. Santa Fe, Bldg. E (City Project No. 7226) Grandview, TX 76050 Houston, TX 77061 UNIT UNIT DESCRIPTION QTY. UNIT PRICE AMOUNT PRICE AMOUNT C-31 Repair/Rehab for Line 24 1 LS C-32 Repair/Rehab for Line 25 1 LS C-33 Repair/Rehab for Line 26 1 LS C-34 Repair/Rehab for Line 27 1 LS C-35 Repair/Rehab for Line 28 1 LS C-36 Repair/Rehab for Line 29A 1 LS C-37 Repair/Rehab for Line 29B 1 LS C-38 Repair/Rehab for Line 30 1 LS C-39 Repair/Rehab for Line 31 1 LS C-40 Repair/Rehab for Line 32 1 LS C-41 Repair/Rehab for Line 33 1 LS C-42 Repair/Rehab for Line 34 1 LS C-43 Repair/Rehab for Line 35 1 LS C-44 Reopening Service Conn. 440 EA C-45 Point Repair Cost Allowance 1 LS C-46 4'B MH Restor. w/ Preformed 89 EA Fiberglass Insert (0'-6' in Depth) C-47 4'm MH Restora. w/Preformed 61 EA Fiberglass Insert (6'-10' in Depth) C-48 41e MH Restor. w/Preformed 35 EA Fiberglass Insert (Greater than 10- in Depth) C-49 6' a MH Nestor. w/Preformed 1 EA Fiberglass Insert (0'-6' in Depth) C-50 New V e Fiberglass MH 1 EA (0'-6' in Depth) C-51 New Vo Fiberglass MH 1 EA (61-10' in Depth) C-52 Traffic Control 1 LS C-53 Trench Safety 500 LF C-54 61 0 MH Restor. w/Preformed 1 EA Fiberglass Insert (Greater than 101 in Depth) TOTAL BASE HID 'C' NO HID NO HZD M M bd Page 9 of 10 BROADNAY BASIN Pro-Line Garver Constr., Ltd. 880-I/I AND REHABILITATION 8812 FM 916 7600 S. Santa Fe, Bldg. E (City Project No. 7226) Grandview, TX 76050 Houston, TX 77061 UNIT UNIT DESCRIPTION QTY. UNIT PRICE AMOUNT PRICE AMOUNT DITIVE ALTERNATE NO. 8-1 MANHOLE RESTORATION AABI-1 Vo MH Restor. w/ 16 EA Preformed Fiberglass Insert (0'-6' in Depth) AAB1-2 4'o MH Restor. w/ 12 EA Preformed Fiberglass Insert (6'-10' in Depth) AABI-3 4'o MH Restor. w/ 9 EA Preformed Fiberglass Insert (101 or Greater in Depth) AAB1-4 Traffic Control 1 LS NO BID NO BID TOTAL ADDITIVE ALTERNATE NO. B-1 DITIVE ALTERNATE NO. B-2 MANHOLE RESTORATION 2-1 4'o MH Restor. w/ 16 EA Preformed Fiberglass Insert (0'-6' in Depth) AAB2-2 Vo MH Restor. w/ 12 EA Preformed Fiberglass Insert (6'-10' in Depth) AAB2-3 4'o MH Restor. w/ 9 EA Preformed Fiberglass Insert (10' or Greater in Depth) AAB2-4 Traffic Control 1 LS NO BID NO BID TOTAL ADDITNE ALTERNATE NO, B-2 Page 10 of 10 BROADWAY BASIN SEWER LINE REHABILITATION - RE-BID (Project No. 7226) PROJECT BUDGET February 25, 2003 FUNDS AVAILABLE: IFiscal Year 2002-03 Wastewater SRF Funds FUNDS REQUIRED: ESTIMATED BUDGET I $ 3'597'020'95 1 Construction Cost (Reynolds, Inc.I $ 1,238,200.00 Construction Cost (King Isles, Inc.) $ 1~096~765.00 Construction Contingencies 185,000.00 AJE Consultant (Urban Engineering) 817,105.95 Testing (estimate) 24,950.00 Inspection 175,000.00 Engineering Reimbursements 35~000.00 ~,dministrative Reimbursements 20,000.00 Incidental Expenses (Printing, Advertising, etc.) 5,000.00 Total ..................................................................................................... $ 3,597,020.95 EXHIBIT "C" I Page I of 1 councilexhibit~' San Patricio County BROADWAY BASIN '- -- ~ '~ ~ , ~ ~ ~ CORPUS CHRISU BAY L~TZON ~ ~ NOT TO PR~ECT ~ 7226 EXHZBZT "D" BRO~WAY BA~ZN ~ER LZNE cz~ ~NCZLEXHZBZT DEP~TMENT OF ~NGINEERING SERWCES REH~ZLZTATZON PRO~ECT PAeE: ~ of ~ DA~: 02/20/2003 CI~ OF CORPUS CHRISTI, CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: A. Motion authorizing the Acting City Manager, or his designee, to execute a construction contract with Reynolds Inc. of Orleans, Indiana in the amount of $~ for the Broadway Basin Sewer Line Rehabilitation Project Base Bid A - Rebid (Project No. 7226) Amount Required: Fund Name Fund Org. Account Project Amount No. No. No. No. Wastewa~e~ SRF 4242 00000 550910 150083 1,238,200 Total J ,, J J ~ Certification Not Required Directo;' of Financial Service~ Date: z- ~o _o;~ CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure dascdbed below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: Agenda ]item: (Caption as it should appear on the agenda) B. Motion authorizing the Acting City Manager, or his designee, to execute a construction contract with King-Isles, Inc. in the amount of ~ for the Broadway Basin Sewer Line Rehabilitation Project Base Bid B-- Rebid (Project No. 7226) Amount Required: Fund Name Fund Org. Accoa~ F¥oj~c[ Amount No. No. No. No. W~.~'-----~.=te..r SRF 4242 00000 550910 150083 1,096,765 Total ~ Certification Not Required Director of Financial Sewices Date: 2-- ~.0- o;; 6 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: February 25, 2003 AGENDA ITEM: Motion authorizing the Acting City Manager, or his designee, to execute a consultant contract with Goldston Engineering, Inc. in the amount of $64,210 for the Southmoreland Addition Area Street Improvements Phases 3B & 4B. (Project #6172). ISSUE: A staged engineering contract is necessary to prepare construction plans, specifications, bid and contract documents for reconstruction of street and utility improvements for this CDBG eligible street. This contract will provide for the completion of a Stage One Design Memorandum. FUNDING: Funding for this project is available in the FY 02 CDBG program and FY 02 -03 Capital Improvement Programs CONCLUSION AND RECOMMENDATION: Approval of the motion is recommended to award a consultant contract to begin design services. 'Angel R. Escobar, P. E., Director of Engineering Services Attachments: Exhibit "A" Background Exhibit "B" Contract Summary Exhibit "C" Location Map H:~OME~YN DAS\GEN~Streets~CD BG~6172 - Southmoreland, Phase 3B-4BWE AgendaV~!emo. DOC AGENDA MEMORANDUM ADDITIONAL BACKGROUND INFORMATION SUBJECT: Southmoreland Addition Area Street Improvements Phases 3B & 4B. (Project #6172). PRIOR COUNCIL ACTION: 1. December 17, 2002 - Approval of the Fiscal Year 2002-03 Capital Improvement Budget for $299,913,200 (Ordinance No. 025144). PRIOR ADMINISTRATIVE ACTION: 1. February 20, 2002 - Distribution of Request For Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 2. March 13, 2002 - Addendum No. I to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 3. March 15, 2002 - Addendum No. 2 to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 4. March 26, 2002 - Addendum No. 3 to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 5. March 28, 2002 - Addendum No. 4 to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). FUTURE COUNCIL ACTION: 1. Approval of stage two design services to complete design, bid and construction. 2. Approval of construction contract to complete project. PROJECT BACKGROUND: Improvements are nearly complete in: · Southmoreland Phase 3A- Lewis Street from Richard Street to Clemner Street · Southmoreland Phase 4A - Ramsey Street between Norton to Brawner Pkwy Repairs to these streets have included reconstruction of street pavement and installation of underground storm sewers, curbs, gutters, sidewalks and driveways, as well as replacement of waterlines and elimination of roadside ditches. The poor condition of the aged infrastructure and location of the Southmoreland neighborhood was the basis for inclusion in the CDBG Program. This is an older area of town and is characterized by inadequate underground storm water capacity as well as curb and gutter sections that have sunken, cracked and rolled, resulting in ponding water. IEXHIBIT "A" I Page 1 of 2 This project will result in a design memorandum that will provide the necessary project scopes for the eligible streets with details of the associated required utility work and complete cost estimates for future phases of this project. This work will be instrumental in assisting with the application process of future CDBG funding to complete the necessary construction portion of these projects. PROJECT DESCRIPTION - This project consists of preparation of the Design Memorandum necessary for the construction of pavements, storm drainage system, sanitary sawer system, water distribution system, curb and gutter, sidewalks and driveways along the following streets: · Watson Street · Norton Street · Naples Street · Fannin Street · Lewis Street CONTRACT SUMMARY/FEE: A contract summary and fee is attached as Exhibit "B". FINAL PRODUCT: As funding allows, Design, Bid and Construction Services will result in correcting curb & gutter and drainage problems and construction of pavements, storm drainage system, sanitary sewer system, water distribution system, curb and gutter, sidewalks and driveways along the following streets: · Watson Street · Norton Street · Naples Street · Fannin Street · Lewis Street IEXHIBIT 'A' ] Page 2 of 2 CONTRACT SUMMARY Southmoreland Addition Area Street Improvements Phases 3B & 4B. 1. SCOPE OF PROJECT (Southmoreland Addition Area Street Improvements, Phase 3B and 4B (Project No. 6172) This project consists of construction of pavements, storm drainage system, sanitary sewer system, water distribution system, curb and gutter, sidewalks and driveways along the following streets: · Watson Street · Norton Street · Naples Street · Fannin Street · Lewis Street 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform design and survey services necessary to prepare plans, Construction Bid and Contract Documents, as described In EXHIBIT A. In addition, A/E will provide monthly status updates (project progress or delays, gantt charts (as requested) presented with monthly invoices) and provide contract administration services, as described in Exhibit A and A-l, to complete the Project. 3. SCHEDULE PROPOSED PROJECTSCHEDULE DAY DATE ACTIVITY Wednesday 3/4/03 Begin Preliminary Phase (Design Memo) Monday 5/20103 Preliminary Phase Submittal Wednesday 6/20/03 Approval of Design Memo Monday TBD Begin Design Phase Friday TBD 60% Submittal Friday TBD City Review Friday TBD 100% Submittal Fdday TBD City Review I EXHIBIT "B" I Page l of 3 Friday TBD Final Submittal Monday (2) TBD Advertise for Bids Wednesday TBD' Pre-Bid Conference Wednesday TBD Receive Bids Award Construction Contract Monday TBD Begin Construction Weekday TBD Construction Completion 4. FEES Fee for Basic Services. The City will pay the AJE a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A. 1-4 above, and for all expenses incurred in performing these services. For services provided in Section I.A.1-4, AJE will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon AJE's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4, the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to A/E's monthly statements. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services" the City will pay the AJE a not-to-exceed fee as per the table below: I EXHIBIT "B" I Page 2 of 3 C. Summary of Fees Fee for Basic Services Streets & Waste- Water TOTAL Storm Water Water 1. Preliminary Phase $28,352 $8,429 $8,429 $45,210 7. Design Phase (To be determined) TBD TBD TBD TBD 8. Bid Phase TBD TBD TBD TBD (To be determined) 9. Construction Phase TBD TBD TBD TBD (To be determined Subtotal Basic Services Fees $28,352 $8,429 $8,429 $45,210 Fee for Additional Services (Allowance) Streets & Waste- Water TOTAL Storm Water Water 1. Permit Prep. (To be determined) Texas Dept of TBD TBD TBD TBD License and Regulation 2. ROW (Acquisition Survey) TBD TBD TBD TBD 3. Topographic Survey $13,000 $3,000 $3,000 $19,000 4. Environmental TBD TBD TBD TBD Issues 5. Construction Observation TBD TBD TBD TBD Services 6. Warranty Phase TBD TBD TBD TBD Subtotal Additional Services Fees $13,000 $3,000 $3,000 $19,000 TOTAL $41,352 $11,429 $11,429 $64,210 AUTHORIZED FEE I EXHIBIT "B" J Page 3 of 3 F~le : councilexhibits\ VICINITY BAP SOUTHMORELAND ADDZ TZON STREET ZMPROVEMENTS PHASE 3B and PHASE 4B Cif:y of Corpus Chrisf:i, Texas CITY COUNCZL EXHZBZT Department of Engineering Services PAGE I Of 1 DATE:02-19-2003 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certi[y to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: Fqbruaw 25. 2003 Motion authorizing the Acting City Manager, or his designee, to execute a consultant contract with Goldston Engineering, Inc. in the amount of $64,210 for the Southmoreland Addition Area Street Improvements Phases 3B & 4B. (Project #6172). Amount Required: $64,210 Fund Name Fund Org. Account Project Amount No. No. No. No. Water Capitallmp Fund 4084 00000 550950 200006 $11,429 WW2002 Bond Fund 4244 00000 550950 200006 $11,429 Federel State GrentFund 1050 00000 550060 850212 $4!,352 T.otal , ~(/?/~;~10. J--'l Certification Not Required Director of Financial Services Date: 7 AGENDA MEMORANDUM DATE: February 18, 2003 SUBJECT: RTA Miscellaneous Street Improvements AGENDA ITEM: Motion authorizing the Acting City Manager, or his designee, to execute Amendment No. 3 to the Consultant Contract with Shiner, Moseley & Associates, Inc. for a total fee not to exceed $52,020 for the RTA Miscellaneous Street Improvements Project. ISSUE: The City and Regional Transportation Authority (RTA) have identified vadous City streets where curb and gutter improvements are required FUNDING: Funding is available from the FY 2002-2003 Street Capital Improvement Budget. The funds are provided by the RTA through an Interlocal Agreement. RECOMMENDATION: Staff recommends approval of the motion as presented. Director of Engineering Services Additional Support Material: Exhibit "A" Background Information Exhibit mB" Contract Summary Exhibit "C" Location Map BACKGROUND INFORMATION SUBJECT: RTA Miscellaneous Street Improvements - Amendment No. 3 PRIOR COUNCIL ACTION: 1. July 13, 1999- Approval of an Intedocal Govemmental Agreement with the RTA for street improvement purposes (Resolution No. 023693). 2. July 13, 1999 - Ordinance appropriating $500,000 from the RTA in the No. 3530 Street Capital Projects Fund for the Special Projects 1999 Street Improvement Program; amending Ordinance No. 023474, which adopted the FY 1998-99 Capital Budget, by adding $500,000 to the No. 3530 Street Capital Projects Fund; and declaring an emergency (Ordinance No. 023694). 3. May 9, 2000 - Motion authorizing the City Manager, or his designee, to execute an engineering contract in the amount of $49,090 with Shiner, Moseley & Associates for the Regional Transportation Authority (RTA) Miscellaneous Street Improvements (Motion No. M2000-134). 4. Apdl 17, 2001 - Resolution authorizing the City Manager, or his designee, to execute an Interlocal Governmental Agreement with the Regional Transportation Authority (RTA) for the RTA to provide the City money annually for street improvement purposes (Resolution No. 024423). 5. May 8, 2001 - Ordinance appropriating $500,000 from the Regional Transportation Authority in the No. 3530 Street Bond Fund for the Special Projects 2001 Street Improvement Program; amending the FY 00-01 Capital Budget adopted by Ordinance No. 024162 by adding $500,000 to the Street CIP Fund; and declaring an emergency (Ordinance No. 024436). 6. May 15, 2001 - Ordinance appropriating $331,625 from the Regional Transportation Authority in the No. 3530 Street Bond Fund for Special Projects 2000 Street Improvement Program; amending the FY00-01 Capital Budget adopted by Ordinance No. 024162 by adding $331,625 to the Street Capital Improvement Fund (Ordinance No. 024454). 7. May 15, 2001 - Motion authorizing the City Manager, or his designee, to execute Amendment No. I to the engineering contract in the amount of $49,090 for a total fee not to exceed $98,180 with Shiner, Moseley & Associates for the Regional Transportation Authority (RTA) Miscellaneous Street Improvements (Motion No. M2001-190). 8. June 25, 2002 - Ordinance appropriating $500,000 into the Street CIP Fund No. 3530 from the Regional Transportation Authority for the RTA 2002 Special Projects Program, increasing Fund No. 3530 appropriations by $500,000 and declaring an emergency (Ordinance No. 024918). H;~USERS2'd'iOMEAVE LMAR~GEN~STREE'F~6114V~dD 3',AGEN DA I~ACKGROUND PRIOR ADMINISTRATIVE ACTION: 1. February 18, 2003 - Executed Amendment No. 2 to the engineering contract in the amount of $8,670 for a total fee not to exceed $106,850 with Shiner, Moseley & Associates for the Regional Transportation Authority (RTA) Miscellaneous Street Improvements, Phase 2A (pending approval). FUTURE COUNCIL ACTION: Award of a construction contract for the Regional Transportation Authority (RTA) Miscellaneous Bust Stop Improvements, Phase 2 and Phase 3. PROJECT BACKGROUND: A/E Contract: In May 2000 the City entered into a contract with Shiner, Moseley & Associates for the RTA Miscellaneous Street Improvements. The selected sites for street improvement purposes are specified the Interlocal Governmental Agreement with the RTA of July 13, 1999. The sites are as follows: 1. Alameda - Clifford (out) - curb, gutter, asphalt repair, handicap accessibility ramp, sidewalk 2. Comanche - Staples (both) - curb, gutter, sidewalks, asphalt repair 3. Leopard Street at Cactus Motel - concrete pad, driveway repair 4. Leopard Street - Cantwell - pull in driveway 5. Leopard Street - Omaha - pull in driveway 6. Leopard Street - Palm - pull in driveway, sidewalk, handicap accessibility ramp 7. Mansheim - Ayers - Blundell - pull in driveway, sidewalk, curb, gutter, drainage 8. Palm - Leopard (out) - curb, gutter, asphalt repair, handicap accessibility ramp 9. Leopard - Baldwin - pull in driveway, sidewalk, handicap accessibility ramp 10. Winneba,qo - Josephine - curb, gutter, asphalt repair, sidewalk extension Amendment No. 1: Amendment No. 1 provides for miscellaneous street improvements involving RTA bus stops as outlined in the Interlocal Governmental Agreement with the RTA of April 17, 2001. This contract provides for Shiner, Moseley & Associates to coordinate with the City and RTA for all reviews. The sites are as follows: 1. Leopard Street at Stillman (outbound) - drainage, pavement repair, ADA accessibility. 2. Leopard Street at 5330 (outbound) - bus pad with curb and gutter, shelter pad, pavement repair. 3. Leopard Street at Hereford (outbound) - new bus turn-in, new shelter pad, drainage, pavement repair. 4. Leopard Street at 5325 (inbound) - relocate bus stop to opposite side of Hereford, extend existing culvert pipes and backfill ditch, bus pads, shelter pads. 5. Leopard Street at Westchester (inbound) - relocate the bus stop inward to the ditch area by Armstrong Lumber, pavement repair, ADA accessibility, add bus i EXHIBIT "A"i o o 10. and shelter pads. Leopard Street at Kennedy (inbound) - relocate the bus stop inward between the existing pole and driveway, pavement and curb repair, ADA accessibility, shelter pad. Crosstown Underpass at Laredo and A.qnes - pavement and curb repair, add a bus pad and lighting. Santa Fe at MorRan (northwest corner) - the comer radius at this site needs to be increased, will require right-of-way acquisition and relocate traffic pole and inlet. A retaining wall may also be necessary. ADA accessibility will be added to all four (4) curb ramps. Port Avenue at MorRan (southeast corner)- increase the comer radius, relocate traffic pole and CPL light. Alternatives will be reviewed, based on results of a field survey. Manshiem at Johnston - either pavement repair or add a bus pad to this site. Also, curb repair and ADA accessibility, shelter pad. Amendment No. 2: Amendment No. 2 provides for modifications to the existing bus stop located at Santa Fe at Morgan. Curb and gutter radius will be increased from 15-feet to 30-feet to accommodate RTA buses turning the sharp corner. Improvements include removing and replacing curb and gutter, sidewalks and curb ramps, a new concrete bus pad, pavement repair, crosswalk striping. A traffic signal pole, traffic control cabinet, traffic control box and drainage inlet will also be relocated. A set of contract documents will be developed as a separate bid package due to anticipated right-of-way acquisition needs and time constraints. Handicap accessibility will be considered at all four comers of the intersection. Coordination with Texas Department of Licensing and Regulation (TDLR) and RTA is required throughout this project. AMENDMENT NO. 3: Amendment No. 3 provides for miscellaneous street improvements involving RTA bus stops as outlined in the Intedocal Governmental Agreement with the RTA. Shiner, Moseley & Associates worked closely with the RTA on the original agreement, and the RTA expressed a desire that the contract with Shiner, Moseley & Associates be extended. The additional coordination, reviews, and number of locations increases the effort required to complete the contract. The work is funded by the RTA under the special projects provision of the City's agreement with the RTA. Amendment of the contract was deemed appropriate due to Shiner, Moseley & Associates' familiarity with RTA requirements. PROJECT LOCATIONS/SCOPE: Ten locations ara proposed to be addressed by this contract. The majority of the work will be for bus pads and pavement repairs. All of the locations raquiring accessibility improvements will be upgraded to ensure compliance with the Americans With Disabilities Act (ADA). The specific locations and work ara as follows: 1. Staples at Blucher (inbound) (Project No. 6218) - Bus Pad and Shelter Pad 2. Staples at Booty (inbound) (Project No. 6215) - Bus Pad, ADA access, Curb and Gutter, Drainage 3. Staples at 16~ (outbound) (Project No. 6224) - Bus Pad, ADA access, Curb and Gutter, Drainage 4. Staples at Baldwin (outbound) (Proiect No. 6212) - Bus Pad 5. Staples at Baldwin (inbound) (Project No. 6211) - Bus Pad 6. Staples at Blevins (outbound) (Project No. 6216) - Bus Pad, Curb and Gutter 7. Staples at Casalinda (outbound) (Proiect No. 6213) - Bus Pad, Shelter Pad, ADA access, Curb and Gutter 8. Staples at Carroll Lane (outbound) (Proiect No. 6210) - Bus Pad 9. Staples at Dabney (inbound) (Project No. 6209) - Bus Pad, Curb and Gutter 10. Staples at Weber (outbound) (Proiect No. 6223) - Bus Pad, Shelter Pad, Curb and Gutter CONTRACT DESCRIPTION: The engineering firm of Shiner, Moseley & Associates will provide the raquirad field surveys, praparation of plans, specifications, bid and contract documents necessary to award a construction contract. A contract summary is attached as Exhibit "B". PROJECT SCHEDULE: The project schedule provides for Council award of the construction contract October 2003. It is anticipated that construction would be completed dudng March 2004. CONTRACT SUMMARY RTA Miscellaneous Street Improvements 1. SCOPE OF PROJECT The RTA Miscellaneous Street Improvements Project, Phase 3, includes modifications on ten (10) existing bus stops. Recommendations from previous studies by others for modifications to existing bus stops include pavement repair, removing and replacing curb and gutter, concrete bus and shelter pads, concrete turnout pads, curb ramps, and sidewalks. ADA access will be considered at all bus stops. Additional Services will include coordination with Texas Department of Licensing and Regulation (TDLR) on ADA issues, up to twenty (20) hours of coordination with the Regional Transportation Authority (RTA), and preparation of up to three (3) metes and bounds descriptions with exhibits for right-of-way acquisition by the City if needed. Instead of providing a separate Design Memorandum for Phase 3, an Executive Summary will be included with the 60% submittal. 2. SCOPE OF SERVICES The Engineer hereby agrees, at its own expense, to perform design services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, Engineer will provide monthly status updates and provide contract administration services to complete the Project. Work will not begin on Additional Services until requested by the Engineer (provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. 3. PROJECT SCHEDULE DAY DATE ACTIVITY Monday February 3, 2003 Begin Design Phase Friday May 23, 2003 60% Submittal Friday June 20, 2003 City Review (4 weeks) Friday August 1, 2003 90% Submittal Friday August 29, 2003 City Review (4 weeks) Friday September 26, 2003 Final Submittal Monday (2) October 6 and 13, 2003 Advertise For Bids Wednesday October 8, 2003 Pro-Bid Conference Wednesday October 15, 2003 Receive Bids Tuesday October 28, 2003 Award Contract Monday December 1, 2003 Begin Construction Friday March 7, 2004 Construction Completion EXHIBIT "B" I Page '1 of 2 4. FEES Original Amd. Amd. Amd. Total Contract No. 1 No. 2 No. 3 Contract Basic Services Preliminary $9,870 $9,870 I $0 $4,000 $23,740 Design 13,440 13,440 2,950 13,440 43,270 Bid 2,100 2,100 1,600 2,100 7,900 Construction 4,480 4,480 I 1,820 4,480 15,260 Sub-Total Basic Services 29,890 29,890 ' 6,370 24,020 90,170 Additional Services Permitting 0 0 800 3,000 3,800 ROW Acq. Survey 3,700 3,700 500 3,000 10,900 Topographic Survey 15,500 15,500 0 20,000 51,000 Envirnmtl Assessmt 0 0 0 0 0 Inspection Services 0 0 0 0 0 Start-up Services 0 0 0 0 0 Warranty 0 0 0 0 0 Coordination w/RTA 0 0 1,000 2,000 3,000 Sub-Total Additional Services 19,200! 19,200 2,300 28,000 68,700 Total Auth. Fee $49,090 $49,090 $8,670 $52,020 $158,870 EXHIBIT "B" Page 2 of 2 M~ro~ect ~ councilexhibits ~ exh6 209.dw~ Son Potricio County "~' ~ i ~ ~-- ~ ~ ~~ CORPUS CHRIS~ ~Y L~ATZON ~ ~ CZ~ P~ECT ~'S N~ 6218~ 6215~ 6224~ 6212~ 6211~ 6216, 6213, 621 O, ~20~ , 6223 EXHZ BZ T "C' RTA MZSCEL~EOUS STREET c~ ~UNCZL EXHZBZT DEPAR~ENT OF ENGINEERING SE~CES ZMPROVEBENTS PAeE: ~ o~ ~ __ CI~ OF CORPUS CHRISTI, TE~ DATE: 02/19/2003 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: February 25, 2003 Agenda Item: (Caption as it should appear on the agenda) Motion authorizing the Acting City Manager, or his designee, to execute Amendment No. 3 to the Consultant Contract with Shiner, Moseley & Associates, Inc. for a total fee not to exceed $52,020 for the RTA Miscellaneous Street Improvements Project. Amount Required: $52,020 Fund Name Fund No. Org. Account Project Amount No. No. No. Street Capital Fund 3530 00000 550950 170048 5,202 Street Capital Fund 3530 00000 550950 170042 5,202 Street Capital Fund 3530 00000 550950 170055 5,202 Street Capital Fund 3530 00000 550950 170038 5,202 Street Capital Fund 3530 00000 550950 170037 5,202 Street Capital Fund 3530 00000 550950 170043 5,202 Street Capital Fund 3530 00000 550950 170039 5,202 Street Capital Fund 3530 00000 550950 170036 5,202 Street Capital Fund 3530 00000 550950 170035 5,202 Street Capital Fund 3530 00000 550950 170054 5,202 Total 52,020 ~ Cectification Not Required Director of Financial Services Date: 8 AGENDA MEMORANDUM DATE: February 18, 2003 SUBJECT: Laguna Madre Wastewater Treatment Plant Aeration System Rehabilitation (Project No. 7169) AGENDA ITEM: Motion authorizing the City Manager, or his designee, to execute a consultant contract with Goldston Engineering for a total fee not to exceed $72,600 for the Laguna Madre Wastewater Treatment Plant Aeration System Rehabilitation. ISSUE: The Laguna Madre Wastewater Treatment Plant is a 3 MGD Contact Stabilization Plant. The aeration system piping is of ductile iron placed underground from the Blower Building to the Aeration Basins, which operates using a course air bubble system. Rehabilitation is required to optimize plant operations. A contract for professional services is required to complete the preliminary phase, design phase, bid phase, and construction phase; and requires City Council approval. FUNDING: Funding is available from the FY 2002-2003 Wastewater Capital Improvement Budget. RECOMMENDATION: Staff recommends approval of the motion as presented. Foster Crowell, [ / Director of Wastewater Department Additional Support Material: Exhibit "A" Background Information Exhibit "B" Contract Summary Exhibit "C" Location Map BACKGROUND INFORMATION SUBJECT: Laguna Madre WastewaterTreatment Plant Aeration System Rehabilitation (Project No. 7169) PRIOR COUNCIL ACTION: 1. December 17, 2002 - Approval of the Fiscal Year 2002-03 Capital Improvement Budget for $299,913,200 (Ordinance No. 025144). PRIOR ADMINISTRATIVE ACTION: 1. February 20, 2002 - Distribution of Request For Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 2. Mamh 13, 2002 - Addendum No. 1 to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 3. March 15, 2002 - Addendum No. 2 to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 4. March 26, 2002 - Addendum No. 3 to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town). 5. March 28, 2002 - Addendum No. 4 to the Request for Qualifications (RFQ) No. 2002-01 (Aviation, Street, Water, Wastewater, Gas Improvement Projects) to 42 engineering firms (28 local and 14 out-of-town).. FUTURE COUNCIL ACTION: 1. Approval of a construction contract to complete the subject project. PROJECT BACKGROUND: The Laguna Madre Wastewater Treatment Plant is a 3 MGD Contact Stabilization Plant. The aeration system piping is of ductile iron placed underground from the Blower Building to the Aeration Basins, which operates using a course air bubble system. Due to problems with leaking pipe and high cost of operation, this project will: a) Replace all underground air distribution lines with above ground system; b) Evaluate the effectiveness of replacing the course air bubble system with a fine bubble air diffuser system. PROJECT DESCRIPTION: The proposed project consists of preliminary, design, bid, and construction phase services to rehabilitate the aeration system at the Laguna Madre Wastewater Treatment Plant. CONTRACT SUMMARY/FEE: A contract summary and fee is attached as Exhibit "B". II Page 1 of 1 II H:\USERS2tHOME',VELMAFAGEN~RFQ 2002-01~CONSULTANT AGEN DA~,7169~,GEN DA BACKGROUND CONTRACT SUMMARY Laguna Madre Wastewater Treatment Plant Aeration System Rehabilitation (Project No. 7169) 1. SCOPE OFPROJECT The Laguna Madre Wastewater Treatment Plant is a 3 MGD Contact Stabilization Plant. The aeration system piping is of ductile iron placed underground from the Blower Building to the Aeration Basins, which operates using a course air bubble system. Due to problems with leaking pipe and high cost of operation, this project will: a) Replace all underground air distribution lines with above ground system; b) Evaluate the effectiveness of replacing the course air bubble system with a fine bubble air diffuser system. 2. SCOPE OF SERVICES The Engineer hereby agrees, at its own expense, to perform design services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, Engineer will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services to complete the Project. Work will not begin on Additional Services until requested by the Engineer (provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. 3. PROJECT SCHEDULE DAY DATE ACTIVITY Monday Mamh 3, 2003 Begin Preliminary Phase (Design Memo) Monday May 12, 2003 Preliminary Phase Submitted Wednesday June 4, 2003 Approved Design Memo Monday To be determined Begin Design Phase Friday To be determined 60% Submittal Friday To be determined City Review Friday To be determined 100% Submittal Friday To be determined City Review Friday To be determined Final Submittal Monday (2) To be determined Advertise for Bids Wednesday To be determined Pre-Bid Conference Wednesday To be determined Receive Bids Award Construction Contract Monday To be determined Begin Construction Weekday To be determined Construction Completion FEES Fee for Basic Services 1. Preliminary Phase $61,050 2. Design Phase TBD 3. Bid Phase TBD 4. Construction Phase TBD Subtotal Basic Services Fees 61,050 Fee for Additional Services Stage 1 1. Topographic Survey (AUTHORIZED) 6,000 2. Small Construction Package (AUTHORIZED) 5,550 Stage 2 TBD Sub-Total Additional Services Fees Authorized 11,550 Total Authorized Fee $72,600 EXHIBIT "B" Page 2 of 2 \ Mpro/ec t \ councile xhibits \ exh 7169. dwg ~~~ WASTEWATER PLANT LOCATION NOT TO ECALE P~ECT No. 7169 EXHiBiT "C' AE~TZON SYSTEM RE~L~TAT~ON PAGE: I of 1 CI~ OF CORPUS CHRISTI, ~XAS DA~:02/03/2003 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Chdsti, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: February 25. 2003 Agenda Item: (Caption as it should appear on the agenda) Motion authorizing the Acting City Manager, or his designee, to execute a consultant contract with Goldston Engineering for a total fee not to exceed $72,600 for the Laguna Madre Wastewater Treatment Plant Aeration System Rehabilitation. Amount Required: Fund Name Fund No. Org. Account Project Amount No. No. No. Wastewater Capital Fund 4244 00000 550950 150450 72,600 Total 72,600 Certification Not Required Date:Direct°r of Financial~ _ ~ _ oServices3 9 AGENDA MEMORANDUM DATE: February 14, 2003 SUBJECT: Exceptional Well Site Drilling Permit AGENDA ITEM: Motion granting permits to Sabco Operating Company to drill three (3) oil or gas wells at exceptional locations, approximately six (6) miles seaward of the Corpus Christi Marina in Corpus Christi Bay, at State Tract 48 and State Tract 53. ISSUE: The City Code of Ordinances, Section 35-56, requires City Council approval ofdrimng permit applications for exceptional well locations in Corpus Christi Bay. BACKGROUND INFORMATION: The City Code of Ordinances, Section 35-56, explains that wells drilled in the area designated as the "cluster area" in Corpus Christi Bay that is southerly of the Ship Channel and three (3) miles westerly of the Intracoastal Waterway, must have surface locations in the westerly corners of each state tract to qualify as regular locations. Unless protested, permits to drill fi.om regular locations do not require Council action. Exceptional locations are sites outside of the westerly corner in each state tract. Section 35-56 allows the Council to grant permits for exceptional locations if needed to prevent "confiscation ofproperty'. Sabco Operating Company has paid the $1,500.00 permit fee for each and is currently in good standing with the City. They are requesting exceptional locations for State Tract 48 Well #8 and State Tract 53 Well Nos. 8 and 9 be considered for viable drilling sites. A total well count in the requested area immediately surrounding the well sites is fourteen (14). This count is collected fi.om the five (5) 320 acre State Tracts surrounding the site. The operator has agreed to remove two (2) more wells fi.om the area. RECOMMENDATION: Staffrecommends approval of the drilling permit by Sabco Operating Company to drill three (3) wells at exceptional locations. COMMITTEE RECOMMENDATION: The above mentioned well locations were allowed by vote of the Oil and Gas Advisory committee in their February 12, 2003 meeting. Oil and Gas Well Division JJA:pa PUBLIC NOTICE THERE ~LL BE A P~LIC c~s~ o~ ~ o~s ~so~v CO~TTEE O~ ~D~SD~~ZZ~W ~003, ~T ~0:~0 ~.~. ~T T~ F~ DEP~ ST~ET, S~ ~00, CO~US C~STC ~S. ~ ~LZC ~V ~TTE~. FO~ ~DmO~ ~O~T~O~ C~L AGENDA: 1. Call to order. 2. Approval of the minutes to the meeting on December 3, 2002. 3. Petroleum Superintendem's report. 4. Public hearing pursuant to Sahno Operating Company of Houston, Texas, request to drill three wells in the bay of Corpus Christi being State Tract 48 Well No.#g, State Tract 53 Well No.#8 and State Tract 53 Well #9 at exceptional well locations.. 5. Any other business. Posted: Bulletin Board - City Hall Distribution: Committee Members I. J. Adame, Fire Chief Rick Ramos, Senior Management Assistant John Burke, Assistant City Attorney City Secretary Sabco Operating Company Newspapers Television and Radio Stations This agenda was posted on the City's official bulletin board in the Leopard Street entry foyer, 1201Leopard Street at ~\[~' {~p.m., ~-~)mal[ ~ ,2003. I Jay He,de' ' ' 'ck~er, P~ro-leum'-*Sup'~e~ent Oil and Gas Well Division �. CIO 32 v 476 54 ST 48 34 ST 53 475 oa ;� 53-8 i` 49 49-7-=/,"-, 33 4 /49 -7 -NEW 53-9 64 52 50 /' \, 90 A Sabco weft3.shp 65 51 82 Stat tracts_h2oshp w E 1 0 1 2 Miles S (c) Applicant is suffering loss through uncompensated drainage of its lease, or is in imminent danger of losing its lease; and (d) No sub-sea completion is practicable for engineering reasons. (Ord. No. 18177, § 1, 4-11-84) Sec. 35-56. Marine recreation area, Corpus Christi Bay. The marine recreation area in Corpus Christi Bay shall consist of that portion of the bay, not including marine park areas, that is westerly of the following described line: Beginning at the intersection of the southeasterly boundary of State Tract 6 and the shoreline, thence along the southeasterly boundary of State Tract 6 to a point for a comer being the northeastemmost comer of State Tract 419, thence along the northeasterly boundaries of State Tracts 419 and 420; thence along the southeasterly boundary of State Tract 420; thence along the northeasterly boundaries of State Tract 446 and 445; thence along the southeasterly line of State Tract 445; thence along the northeasterly boundaries of State Tracts 453 and 454; thence along the southeasterly boundary line of State Tract 454; thence along the northeasterly boundary lines of State Tracts 470 and 469; thence along the northeasterly boundary line of State Tract 469; thence along the northeasterly boundary line of State Tract 87; thence along the southeasterly boundary line of State Tract 87 and continuing to the intersection of this line and the northeasterly boundary of State Tract 93; thence in a northwesterly direction along the common boundary line between State Tracts 93 and 84 to a point being the northernmost end of the common boundary line between State Tracts 93 and 95; thence in a southwesterly direction along the common boundary line between State Tracts 93 and 95 to its intersection with the marine park area. No well surface structure shall be located in the area covered by this section except in conformity with the provisions of this section. Subject to the exceptions hereafter provided in this section, in any state lease tract on which there is no well surface structure located as of the effective date all well surface structures shall be located within an area in the form of a square with dimensions of five hundred (500) feet by five hundred (500) feet. The center of such areas north of the ship channel known as the Port Aransas- Corpus Christi Wate~vay shall be a point anywhere from four hundred sixty-seven (467) feet to six hundred sixty (660) feet from the northwest boundary line and four hundred sixty-seven (467) feet to six hundred sixty (660) feet from the northeast boundary line of said txact. The center of such areas south of the ship channel known as the Port Aransas-Corpus Christi Waterway shall be a point anywhere from four hundred sixty-seven (467) feet to six hundred sixty (660) feet from the northwest boundary line and from four hundred sixty-seven (467) feet to six hundred sixty (660) feet from the southwest boundary line of said tract. The center of each such area shall be designated in the permit for the f~t well to be drilled from such area. Each such area shall be termed and referred to hereinafter as the "cluster area." The first well surface structure placed on any such tract may be located at any location within such cluster area but additional well surface structures shall be located at either ten (10) foot or two hundred fifty (250) foot spacings from the nearest existing well surface structure, except that the distance from center to comer wells in a cluster area must be three hundred fifty-four (354) feet. In any state lease tract which contains well surface structures in existence as of the effective date, all additional well surface structures placed in such tract shall be located in an area in the form of a square, with dimensions of five hundred (500) feet by five hundred (500) feet, within which the existing well surface structure shall be located, which area shall be termed and referred to as the "cluster area." Additional well surface structures shall be located at either ten (10) foot or two hundred fifty (250) foot spacings from the nearest existing well surface structure, except that the distance from center to comer wells in a cluster area may be no more than three hundred fifty-four (354) feet. In the event that any state lease tract contains two (2) or more existing well surface structures on the effective date, which are located so close together that the cluster area assigned to each would overlap, then only one cluster area shall be permitted, within which the existing well surface structure which is located closest to a comer of such tract shall be located; provided that with the acquiescence of the lessees of adjoining state lease tracts, the lessee of such tract may designate another existing well surface structure around which the cluster area shall be located. The first permit granted hereunder within any such state lease tract shall specify the location of the cluster area. In the event that any state lease tract contains two (2) or more existing well surface structures on the effective date which are located so far apart that the cluster area assigned to each would not overlap, then additional well surface structures may be placed in each of such cluster areas. With respect to state leases which cover only an area approximately three hundred twenty (320) acres in size, the term state lease tract" as used in this section shall be deemed to mean and require an area approximately six hundred forty (640) acres in size which shall be formed by combing two (2) of said state leases along the abutting long sides thereof, with such combinations to be commenced on the most easterly side of the marine recreation area where said leases are found and to be carried forward contiguously in a westerly direction so as to form areas of approximately six hundred forty (640) acres in size in the shape of a square. Sub-mud well producing structures shall be permitted to be installed at any location in the area covered by this section, and the drilling of wells which will be completed with sub-mud well producing structures shall be permitted from any surface location in the area covered by this section. If the location prescribed for a cluster area in this section is situated within the marine park area, ship channels or seaplane landing restricted area or any other area where surface structures are prohibited by other governmental authorities, upon application the council shall prescribe an alternate cluster area; provided that no cluster area will be prescribed in the marine park area except as contemplated in section 35-55 of this article. Exceptions to this section may be granted by the city council upon application for a permit hereunder and an affirmative showing by a lessee of any oil, gas or mineral lease situated within the area covered by this section that an exception is necessary to prevent confiscation of property. The term "confiscation of property" as used herein shall not be deemed to exist unless it is affirmatively established by lessee that use of a surface location in the applicable cluster area renders it physically impossible to make a satisfactory bottomhole completion within the applicable state lease tract. No more than four (4) production platforms shall be allowed to be maintained at any one time in the Corpus Christi Bay Marine Recreation Area. One of said production platforms shall be permitted to be located north of the ship channel known as the Port Aransas-Corpus Christi Waterway and the remaining three (3) of said production platforms shall be permitted to be located south of said ship channel. No production platform shall be located within three (3) miles of the shoreline of Corpus Christi Bay and no production platform shall be located within three (3) miles of any existing production platform. No enlargement of production platforms or facilities exceeding fifty (50) per cent oftbe surface area covered thereby on the effective date or fifty (50) per cent of the height of the appurtenances thereto on said date shall be allowed unless a permit therefor is granted by the council. Any bay production facility for which a permit has been granted and which is in existence on the effective date and which is situated on any spoil bank or island shall be exempt from the limitations for the number of platforms in this section and shall be allowed to be maintained and operated subject to the pertinent provisions of this chapter. The proposed location of any production platform for which a permit is requested must be approved by the council, which approval shall be signified by the issuance of a permit setting forth the location for such production platform. In determining the location of production platforms hereunder, the city council shall consider, but shall not be limited to, the following factors: The opinions of other lessees in the area to be served by the production platform; convenience of the proposed location with respect to all then existing production and any future production (insofar as same can be determined) in ihe area to be served by the production platform; safficiency of the proposed facilities for present production and such future production as reasonably can be estimated; appearance of the proposed facilities, including compactness and height; willingness of the operator of the proposed platform to serve all parties within the area to be served by the platform and reasonableness of public health, safety and general welfare. (Ord. No. 18177, § 1, 4-11-84) Sec. 35-57. Marine recreation area, Gulf of Mexico. The marine recreation area in the Gulf of Mexico shall be that portion of the Gulf of Mexico that is within the city limits and is more than one mile seaward of the one and thirty-seven one hundredths (1.37) foot above mean sea level line along the eastern side of Padre Island and Mustang Island. (1) Within the marine recreational area, an approved well structure location shall be not less than two hundred fifty (250) feet from another well structure. (2) An exceptional well structure location shall be a well structure located within two hundred fifty (250) feet of another well structure but recommended by the oil and gas advisory committee after holding a public heating to determine the impact on island 10 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 02/25/2003 AGENDA ITEM: Motion authorizing the Acting City Manager or his designee to enter into a contract with DataSeek Corporation of San Antonio, Texas, a Qualified Information Services Vendor with the State of Texas, for the purchase of a complete EMC Symmetrix 8830 Storage Area Network (SAN) and upgrade of the existing EMC Symmetrix 8530 SAN for $1,515,995. The price includes for 60-month hardware and software maintenance/warranty on the new Symmetrix 8830 and is to be financed over a sixty-month pedod through our lease finance program. ISSUE: The existing Computer Systems have increased disk storage requirements due to the upgrade and addition of HTE Modules, PeopleSoft Modules and other electronic programs including KRONOS, GIS, Fire House and Chameleon. The City is also in the process of moving towards electronic workflow, electronic archival of records, and enterprise-wide Work Management and SCADA Systems. All of these improvements require additional disk space for data storage. The proposed solution will support the City's increasing data storage requirements economically and will be delivered, installed, configured and tested. REQUIRED COUNCIL ACTION: City Council approval is required for all expenditures over $25,000. PREVIOUS COUNCIL ACTION: Council approved the purchase of an EMC Symmetrix 8530 Storage Area Network with Storage Tek tape backup solution from DataSeek on December 11, 2001 for $732,130. FUNDING: Funding will be from Municipal Information Systems 550050-5210-40470 Fund. CONCLUSION AND RECOMMENDATION: Recommend all items be approved as presented. (Department Head Signature) Attachments: BACKGROUNDINFORMATION A Storage Area Network (SAN) is a separate data network that provides high-performance connectivity between multiple servers. It allows storage resources to be added directly to the network, without being tied to a specific server, while allowing any server to access storage resources anywhere on the SAN. Benefits of a SAN include supporting increasing data storage requirements economically, creation of mirror images and hot backups with application availability up to 100% of the time, server clustering, redundancy and centralizing, multiple locations, improved availability, reliability, scalability, performance, manageability and return on information management. The MIS department reviewed the feasibility of consolidating disk storage needs onto a Storage Area Network (SAN) and Council approved the purchase of an EMC Symmetrix 8530 Storage Area Network from DataSeek on December 11, 2001 for $732,130. This purchase allowed us to handle the storage requirements of multiple disparate servers and include not only the AS/400 server (Utility Billing), but also the Hewlett-Packard (PeopleSoft), NT (KRONOS, Fire House and Chameleon) and Novell (pdnt and file) servers. The SAN also allowed us to cluster the Novell Servers thus giving us failover redundancy while minimizing the number of servers needed. But, the existing Computer Systems have increased disk storage requirements due to functional upgrades and addition of HTE Modules, PeopleSoff Modules and other electronic programs including KRONOS, GIS, Fire House and Chameleon. The City is also in the process of moving towards electronic workflow, electronic archival of records, and enterprise-wide Work Management and SCADA Systems. All of these improvements require additional disk space for data storage and an estimate of storage requirements are shown in the table below. The proposed systems allow for the three year estimate and have room to grow for future needs. System Current 12 Months 24 Months 36 Months AS-400 308 GB 410 GB 840 GB 1.2TB Novell 379 GB 989 GB 1.9 TB 3.0 TB Widows NT 112 GB 340 GB 700 GB I TB HP 338 GB i 900 GB 1.8 TB 2.7 TB Open Systems 6.7 TB DataSeek Corporation served as the prime contractor on the first project and will again be responsible if Council approves purchase of the second SAN device. Continue deploying this technology allows for a data disaster recovery solution. It will allow for data redundancy and availability of all major hardware platforms and ensure continued uninterrupted operations. Data redundancy is the major step in establishing an IT disaster recovery plan. The MIS Department is currently looking into redundant servers and networking which will be needed to ensure the City's ability to continue operation in case of a disaster. We have met with and are looking to establish an inter-local IT disaster recovery plan in cooperation with the Police, Court, RTA, and County. CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, th~ Director of Finance of the City of Corpus Chdsfi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: 02/25/2003 Agenda Item: (Caption as it should appear on the agenda) Motion authorizing the City Manager or his designee to enter into a contra(~ with DataSeek Corporation of San Antonio, Texas, a Qualified Information Services Vendor with the State of Texas, for the purchase of a complete EMC Symmetrix 8830 Storage Area Network (SAN) and upgrade of the existing EMC Symmetrix 8530 SAN for $1,515,995. The items will be delivered, installed, configured and tested. The price includes for 60-month hardware and software maintenance/warranty ~.e,~x, 88,~30.~a, nd is to be financed over a sixty-month period through our ~is solution supports the City's increasing data storage requirements economically. Amount Required: $ 90.000.00 this fiscal vear. To be bud;leted for in FY 03-04 Fund Name Fund No. Org. No. Aocount Project Amount No. No. Municipal Information System 5210 40470 530160 $90,000.00 Total Certification Not Required 11 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 02/2512003 AGENDA ITEM: Two City projects actively being worked on are for Skill Based Pay and Recruiting, both initially targeting the Utilities departments in tandem with their re-engineering initiative. Skill Based Pay addresses Utilities' employee compensation based on defined competencies by using current and new PeopleSoft functionality. Recruitment takes the competeneies defined by Skill Based Pay and uses them to streamline the Utilities' hiring process by utilizing new PeopleSoft functionality to replace manual with electronic processes directed to the supervisor's desktop thereby reducing mm around times. The cost to implement PeopleSoft functionality related to these projects is $365,709.75. A. Ordinance appropriating $144,009.75 from the unreserved fund balance in the No.5210 MIS Fund for the purchase of Peoplesof~ systems, hardware and a web server for the implementation of the Utilities' Skill Based Pay and Recruiting Projects; amending ordinance No. 024974 which adopted the Fiscal Year 2002-03 Operating Budget, increasing appropriations by $144,009.75; and declaring an emergency. B. Motion authorizing the Acting City Manager or his designee to enter into a contract with PeopleSoft USA, Inc. of Pleasanton, California for purchase of eRecruit Manager Desktop, eCompeusation Manager Desktop, Resume Processing, eProfile Manager Desktop, and first year maintenance for the implementation of the Utilities' Skill Based Pay and Recruiting Projects for $108,504 accordance with the State of Texas Cooperative Purchasing Program. C. Motion authorizing the Acting City Manager or his designee to enter into a contract with Logical Networks, Inc. of Irving, Texas for consulting and hardware support for the implementation of the Utilities' Skill Based Pay and Recruiting Projects for $22,604.85 in accordance with the State of Texas Cooperative Purchasing Program. D. Motion authorizing the Acting City Manager or his designee to enter into a contract with Dell of Austin, Texas for purchase of a Dell PowerEdge 2650 web server for the implementation of the Utilities' Skill Based Pay and Recruiting Projects for $12,900.90 in accordance with the State of Texas Cooperative Purchasing Program. E. Motion authorizing the Acting City Manager or his designee to enter into a contract with CDG & Associates, Inc. of Dallas, Texas for consulting support for the implementation of the Utilities' Skill Based Pay and Recruiting Projects for an amount not to exceed $132,000 in accordance with the State of Texas Cooperative Purchasing Program. F. Motion authorizing the Acting City Manager or his designee to enter into a contract with Precision Task Group, Inc. of Houston, Texas for consulting support for the implementation of the Utilities' Skill Based Pay and Recruiting Projects for an amount not to exceed $89,700 in accordance with the State of Texas Cooperative Purchasing Program. BACKGROUND: Two City projects actively being worked on are for Skill Based Pay and Recruiting, both initially targeting the Utilities dep~uhnents in tandem with their re-engineering initiative. Skill Based Pay addresses Utilities' employee compensation based on defined competencies by using current and new PeopleSofi functionality. Recruitment takes the competeneies defined by Skill Based Pay and uses them to streamline the hiring process by utilizing new PeopleSott functionality to replace manual with electronic processes directed to the supervisor's desktop thereby reducing turn around times. The cost to implemant PeopleSot~ functionality related to these projects is $383,359.75. Purchasing the four PeopleSoft modules at one time will enable the City to take advantage of a 45% discount offthe license fee, a savings of $73,980. Subsequent annual maintenance will be at 20% of the then current license fee. CDG & Associates, Inc. will provide 800 hours of PeopleSofi Human Resources consultant work for both projects with 500 hours for the Recruitment effort and 300 hours for Skill Based Pay. Precision Task Group, Inc. will provide 650 hours of PeopleSoft Human Resources and Payroll consultant work for the Skill Based Pay initiative. The recently completed PeopleSoft upgrade to version 8 has now positioned the City able to deploy existing and new product functionality. To assist with the implementation of Skill Based Pay for the Utility departments all competencies will need to be defined and tracked electronically. Deploying existing and new PeopleSoft functionality will enable this information to be accessed at the Utility supervisor level. Two new modules, eCompenstafion Manager Desktop and eProfile Manager Desktop will support key processes associated with tracking Utility's employee competencies electronically instead of the current manual method. Once competencies are defined for the Utilities' Skill Based Pay initiative, the City will be able to deploy existing and new product functionality to all Utility employees and potential applicants who have access to the City of Corpus Christi / network or the interact. The major theme of this project is to deploy the existing eRecmit (PeopleSofl employee self-service) product with two new PeopleSofi products that will support key processes associated with attracting, qualifying, and hiring workforee talent. These new products are eRecruit Manager's Desktop and an integrated solution for Resume Processing. The current recruiting process is manual. As interact recruiting has exploded and competition or top candidates has increased, internal Recruiters have limited ability to manage and fully leverage their resume pool. City of Corpus Christi requires the ability to maintain an internal resume database of pre-qualified candidates. The database would include resumes from top candidates that internal recruiters have already determined meet or exceed the requirements for the most commonly filled positions. This automated Job Requisition and Resume Processing capability will help Recruiters develop a high caliber pool of candidates, and reduce the time to fill positions. REQUIRED COUNCIL ACTION: City Council approval is required for all expenditures over $25,000. PREVIOUS COUNCIL ACTION: None. FUNDING: Funding will be provided as follows: MIS Fund $144,009.75 Water Fund $110,850.00 Wastewater Fund $110,$50.00 CONCLUSION AND RECOMMENDATION: Recommend all items be approved as presented. (Department Head Signature) ORDINANCE APPROPRIATING $144,009.75 FROM THE UNRESERVED FUND BALANCE IN THE NO. 5210 MIS FUND FOR THE PURCHASE OF PEOPLESOFT SYSTEMS, HARDWARE AND A WEB SERVER FOR THE IMPLEMENTATION OF THE UTILITIES SKILL BASED PAY AND RECRUITING PROJECTS; AMENDING THE FY 2002-2003 OPERATING BUDGET ADOPTED BY ORDINANCE NO. 024974 BY INCREASING APPROPRIATIONS BY $144,009.75; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION I. That $144,009.75 is appropriated from the unreserved fund balance in the No. 5210 MIS Fund for the purchase of PeopleSofi systems, hardware and a web server for the implementation of the utilities skill based pay and recruiting projects. SECTION 2. That the FY 2002-2003 Operating Budget adopted in Ordinance No. 024974 is amended by increasing appropriations by $144,009.75. SECTION 3. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the __ day of ,2003. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED: February 19, 2003 Lisa Aguilar ~J Assistant City Attorney For City Attorney Samuel L. Neal, Jr. Mayor CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: Agenda Item: A. (hxlinaaee al~i~o~riafing $144,009.75 from the m~'esowod fund balance in the No.5210 ~,'~S Fund for the purchase of Peo~lesott systems, hardware and a web s~ve~ for the implementatio~ of the Utilities' Skill Based Pay ~l Recruiting Projects; amending ~ NO. 024974 which adopted the Fiscal Year 2002-03 01~ Budget, increasing appropriations by $144,009.75; and declaring an emergeacy. Amount Required: $ 144,009.75 Fund Name Fund No. Org. No. Aecount Project Amount No. No. MIS Fund 5210 00000 251850 144,009.75 Unreserved Fund Balance Total 144,009.75 Certification Not Required Director of Financial Services Date: ~-- ~-e - o~ CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be draw~, and has not been appropriated for any other purpose. City Council Action Date: 02/25/2003 Agenda Item: B. Moli~ auth~i~ing the AcilnE City Manager or his desil~e to ent~ into a comra~ with PeopleSofi USA, ln~. of Pleasa~ton, California for purchsse ofeRecmit M~nager Desktop, eCompens~ofl ~ Deslaop, Res~ne Pro~essing, eProf:de IvlrsrmEer Desktop, and lust year msintem~snce f~m' the itttp]ettle~gatiea of the Ufilifi~ ' Sldll Based Pay and Recmi~g Projeots for $108,504 accorda~e with the State of Texas Coop~agve Purohasi~ Prosran~ Amount Required: $ 108.504.00 Fund Name Fund No. Org. No. Account Project Amount No. No. MIS Fund 5210 40470 530160 108504.00 Total 108,504.00 { ] Certification Not Required Director of Financial Services Date: = - ~-~ -o ;~ CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections ? & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: 0~2~2003 Agenda Item: Tcx~ fcr oomulting .nd h.tdw~ support for th~ impleammtation of thc Ufiliti~' 8kill B~cd Pay and Pa~cmiting Projects fc~ $22,604.85 in accordan~ with t~ Stat~ of Toms ~tiv~ Pu~.h~dng Progam. Amount Required: $ 22.604.86 Fund Name Fund No. Org. No. Account Projeot Amount No. No. MIS Fund 5210 40470 530000 6,250.00 MIS Fund 5210 40470 550050 16,354.85 Total 22~604.85 Certification Not Required Director of Financial ~rvices ~ Date: ~ - ~ ~ 0 ~ CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: 02/2S/2003 Agenda Item: D. Mo~m aut~riz~g thc Acfi~ Cit7 Mamq~cr or bis dcsigacc to cater imo a ~tra~t w~t~ Deli of AusKa, T~ p~ ~ a ~ P~ 26~ w~ ~ ~ ~ ~1~ ~ ~ U~fim' S~ B~ P~ ~ R~g ~j~ ~ $12,~.~ ~ ~ ~ ~e S~ of T~ ~ ~ ~. Amount Required: $ , 12,900.90 Fund Name Fund No. Org. No. Account Project Amount No. No. MIS Fund 5210 40470 550050 12,900.90 Total 12,900.90 [ [ Certification Not Required Director of Financial Services Date: z - ~ _ o ~, CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: Agenda ~tem: E. Mo~ion suth~n~ the Aoting City M~s~ m' his des/gn~ to eat~ into a cafltra~t wi~ C~ & ~, ~. of Dallas, Texas for consulti~ support f~- the ia~plementatiea of the Utilities' Skill Based Pay and P~tit~g ]~-ojects for an amo-nt n~t to egax~d $132,000 in a~e with the Stat~ of Texas Cool~ ~[ive Pure, basing Program. Amount Required: $ 13;,000.00 Fund Name Fund No. Org. No. Acoount Project Amount No. No. Water 4010 30000 530000 66~000.00 WasteWater 4200 33000 530000 66,000.00 Total 132,000.00 I I Certification Not Required Director of Financial Services Date: CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: 02;2S/2003 Agenda [tem: F. Motio~ auth~:,4n~ thc Acting City M~n*ge~ or bls designee to c~t~ into a c(mtract with Precisi~ T~ ~, ~. of Hous~m, Texas for col~ulting support fo~ the imple~n~ntatico of the Utilities' Skill Based Pay ~md Rea'uifing Projects f~r m amount not to exceed $89,700 in aecxndm~e with the State of Texas Cooperative Pure~hasing Program. Amount Required: $ 89~700 Fund Name Fund No. Oq]. No. Account Project Amount No. No. Water 4010 30000 530000 44,850.00 ! WasteWater 4200 33000 530000 44,850.00 To~I 89,700 Certification Not Required ..~ Director of Financial Services Date: ..~- ~-o~, 12 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 07J25/2003 AGENDA ITEM A. Ordinance appropriating $89,400 from the unreserved fund balance in the No. 5210 MIS Fund to provide funding for an upgrade of the City's Local Area Network (LAN) infrastructure and provide accurate profile information in 911; amending ordinance No. 024974 which adopted the FY2002-03 Operating Budget, increasing appropriations by $89,400; and declaring an emergency. B. Motion authorizing the Acting City Manager or his designee to enter into a contract with Logical Networks, Inc of Irving, Texas for the purchase of Cisco network ' equipment in the amount of $157,767.25 in accordance with the State of Texas Qualified Information Services Vendor (QISV) Program. To be financed over a 36- month period through our lease finance program. c. Motion authorizing the Acting City Manager or his designee to enter into a contract with Logical Networks, Inc of Irving, Texas for installation, migration and configuration services of the above network and equipment in the amount of $89,400 in accordance with the State of Texas Qualified Information Services Vendor (QISV) Program. ISSUE: The City currently has an ATM LAN infrastructure that is old, relatively slow, overly complex and expensive to maintain and manage. It also does not allow for immediate and accurate location/profile information in 911 situations. The City of Corpus Christi installed this ATM equipment during 1998 to support the data bandwidth needed when we first deployed PeopleSoff software. Additional bandwidth is needed today to support applications added since 1998 as well as applications to be brought on line in near future. This equipment will allow for upgrade of the City's Local Area Network (LAN) infrastructure and provide for accurate profile information in 911 situations. REQUIRED COUNCIL ACTION: City Council approval is required for all expenditures over $25,000. PREVIOUS COUNCIL ACTION: Development of the LAN was part of the 1998 Computer Systems Capital Improvement Project approved by City Council. FUNDING: Funding will be from MIS Fund No. 5210. CONCLUSION AND RECOMMENDATION: Recommend all items be approved as presented. (Department Head Signature) ORDINANCE APPROPRIATING $89,400 FROM THE UNRESERVED FUND BALANCE IN THE NO. 5210 MIS FUND TO PROVIDE FUNDING FOR AN UPGRADE OF THE CITY'S LOCAL AREA NETWORK (LAN) INFRASTRUCTURE AND PROVIDE ACCURATE PROFILE INFORMATION IN 911; AMENDING THE FY2002-2003 OPERATING BUDGET ADOPTED IN ORDINANCE 024974 BY INCREASING APPROPRIATIONS BY $89,400; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $89,400 is appropriated from the unreserved fund balance in the No. 5210 MIS Fund to provide funding for an upgrade of the City's Local Area Network (LAN) infrastructure and provide accurate profile information in 911. SECTION 2. That the FY 2002-2003 Operating Budget adopted in Ordinance No. 024974 is amended by increasing appropriations by $89,400. SECTION 3. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of 0nd voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of ., 2003. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED: February 19, 2003 Lisa Aguilar tJ Assistant City Attorney For City Attorney Samuel L. Neal, Jr. Mayor CITY OF CORPUS CHRISTI CERTII~ICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, thc Director of Finance of the City of Corpus Chris~. T ~xas (or his/hex duly authorizexl r~rcsentativo), he.by certify to th~ City Council and other appropriate officer that the money rcquinxl for the contract, agreement, obligation or expenditure described below is in the Treasmy to the credit of the Fund specified below, from which it is to bo dravm, and has not been appropriated for any other purpose. Agenda item: Ordinance appropriating $89,400 from the unreserved fund balance in the No. 5210 MIS Fund to provide funding for an upgrade of the City's Local Area Network (LAN) infrastructure and provide accurate information in 911; amending Ordinance No. 024974 which adopted the FY 2002-03 Operating Budget, increasing appropriations by $89,400; and declaring an emergency. Amount Required: $ 89,400.00 Fund Name Fund No. Org. No. Account No. Project No. Amount MIS Fund 5210 00000 251850 $89,400.00 Total $89,400.00 ~-~ ~-~ Not required r>ate: I 0'3, CITY OF CORPUS ~TI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, tho Diro~tor of Finance of the City of Corpus Christi, Tvxas (or his/hex duly authoriz~l reprcsentatiw), hexeby corlify to the City Council and oth~ appropriate officer that th~ mtmoy required for thc contract, agrcc~ obligation or ~nditum described b~low is in th~ Tr~asu~ to th~ credit of th~ Fund specified below, from which it is to be drawn, and has not been appropriated fo~ any other purpose. Agmda item: B. Motitm authori,ing the City Manager or his designee to ~nter into a contract with Lo~ N~, ~., of irving, Texas fc~ tl~ purchase of Cisco n~qwork equipmmt in Ibc amount of $157,767.25 in acco~lzne~ with thc Stat~ of T~zs Q,~i~exl Information S~viccs Vendor (QISV) Progra~ Th~ e~luipment is needed to upgrade the City's Local Ama Network (LAN) infrasUuctu~ aml provide accurate profile in formafi~ in 911 situalions and is to b~ financed ovex a 36-month p~iod through our lease fin~c~ program $14~000.00 Fund Nl.~ Fund No. Or~ No. Account No. Project No. Amount MIS Fund 5210 40450 530190 $14,000.00 Total $14~000.00 Not required CITY OF CORPUS CHRISTI CERTIfICATiON OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Co~pus Christi, Texas (or his/her duly authorized representative), hereby certify to tho City Council and other appropriate officer that thc money required for the contract, agrccraent, obligation or expenditure described below is in thc Trcasuxy to thc credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Agenda item: Motion authorizing the City Manager or his designee to enter into a contract with Logical Networks, Inc., of Irving, Texas for installation, migration and configuration services of the above network and equipment in the amount of $89,400 in accordance with the State of Texas Qualified Information Services Vendor (QISV) Program. $ 89,400.00 Fund Name Fund No. Org. No. Account No. Project No. Amount MIS Fund 5210 40450 530230 $89~400.00 Total $89,400.00 ['~ Not required Director of ~mancml Sexvices Date: ~ . Iq. O ~_ 13 AGENDA MEMORANDUM DATE: February 19, 2003 SUBJECT: Revised Speed Limit Saratoga Blvd. (S.H. 357) and Rodd Field Road (S.H. 357) AGENDA ITEM: Ordinance amending Code or Ordinances Section 53-254, Schedule V, Increase of State Speed Limit in Certain Zones, by revising the spccd limits on the following street section and repealing all conflicting ordinances: On Saratoga Boulevard, (S.H. 357): revising the existing speed limits to the following: 55 mph from Old Brownsville Road (F.M. 665) to Ayers Street (S.H. 286). 50 mph to 45 mph from Ayers Street (S.H. 286) to Rodd Field Road (S.H. 357) except that portion where school zone flashers are displayed indicating 30 mph. On Rodd Field Road, (S.H. 357): revising the existing speed limits to the following: 55 mph to 45 mph from Holly Road to the centeriine of Saratoga Blvd (S.H 357). ISSUE: Speed limit revisions are necessary to reflect changes in abutting land use and travel patterns. The Texas Department of Transportation (TxDOT) recently completed a traffic engineering study to reviewthe speed limit on Saratoga Blvd. The limits extend from Old Brownsville Road (F.M. 665) to Rodd Field and along Rodd Field Road to South Padre Island Drive. Based on this study, TxDOT determined that a change in the speed limit is warranted within State Right of Way located within City Limits of the City of Corpus Chdsti. RECOMMENDATION: Staff recommends approval of the ordinance as presented. ~ng~l R. Escobar, P. E., Director of Engineering Services Additional Support Material: Exhibit "A~ Background Information Exhibit "B" Location Map BACKGROUNDINFORMATION SUBJECT: Revised Spccd Limit Saratoga Blvd (S.H. 357) and Rodd Field Road (S.H. 357) BACKGROUND: The Texas Department of Transportatio~ (TxDOT) completed a traffic engineering investigation to review the existing speed limit on Saratoga Bird (SH 357) betwccn Old Brownsville Road (F.M. 665) and Rodd Field Road (S.H. 357) and on Rodd Field Road (S.H. 357) between Saratoga Blvd and South Padre Island Ddve (S.H. 358). This road section is now characterized with different sections with different speed limit zones. SARATOga, BLVD (S.H. 357) AND RODD RELD ROAD (S.H. 357): The proposed project consists of Iowedng the speed limit along a longer section of Saratoga Boulevard that now includes a range from 45 mph to 55 mph. The Transportation Advisory Committee will review these TxDOT recommendations on Monday, February 24, 2003 at a regularly scheduled meeting. The City's Traffic Engineering Office concurs with TxDOT's recommended speed limit revisions. a 4 k �I Ja s w S. PADRE of ISLAND DR. E z � o 3 �0 L3 Q o HOLLY w SARATOGA ~ `L ¢ w z o Q 0 o w ¢ OSO K WY W ~ �' YORKTOWN PROPOSED SPEED ZONES: ® 55 MPH 45 MPH PROPOSED SPEED ZONES ON CITY COUNCIL EXHIBIT DEPARTMENT OF ENGINEERING SERNCES SARATOGA BLVD. PAGE: 1 of 1 CITY OF CORPUS CHRISTI, TEXAS DATE: 02/19/2003 NOT TO SCALE ORDINANCE AMENDING THE CODE OF ORDINANCES SECTION 53-254, SCHEDULE V, INCREASE OF STATE SPEED LIMIT IN CERTAIN ZONES, BY REVISING THE SPEED LIMITS ON THE FOLLOWING STREET SECTION: On Saratoga Boulevard, (S.H. 357): revising the existing speed limits to the following: 55 mph from Old Brownsville Road 0r.M. 665) to Ayers Street (S.H. 286). 50 mph to 45 mph from Ayers Street (S.H. 286) to Rodd Field Road (S.H. 357) except that portion where school zone flashers are displayed indicating 30 mph. On Rodd Field Road, (S.H. 357): revising the existing speed limits to the following: 55 mph to 45 mph from Holly Road to the centerline of Saratoga Boulevard (S.H. 357). PROVIDING FOR PENALTIES; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. That the Code of Ordinances, City of Corpus Christi is amended by amending Section 53-254, Schedule V, Increase of state speed limit in certain zones, by revising the speed limits on the following street section: On Saratoga Boulevard, (S.H. 357): revising the existing speed limits to the following: 55 mph from Old Brownsville Road (F.M. 665) to Ayers Street (S.H. 286). 50 mph to 45 mph from Ayers Street (S.H. 286) to Rodd Field Road (S.H. 357) except that portion where school zone flashers are displayed indicating 30 mph. On Rodd Field Road, (S.H. 357): revising the existing speed limits to the following: 55 mph to 45 mph from Holly Road to the centerline of Saratoga Boulevard (S.H. 357). CHAPTER 53 TRAFFIC ARTICLE MI1. SCHEDULES Sec. 53-254. Schedule V, increase of state speed limit in certain zones. Saratoga Boulevard (S.H. 357): From Old Brownsville Road (F.M. 665) to Ayers Street (S.H. 286)--55 mph--At all times From Ayers Street (S.H. 286) to Rodd Field Road (S.H. 357) 45--At all times, except that portion where school zone flashers are displayed indicating 30 mph Rodd FieM Road (S.I-I. 357): From Holly Road to the centerline of Saratoga Boulevard (S.H. 357)---5 45 mph-- All times SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment ora court of competent jurisdictiun, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 3. Publication shall be made one time in the official publication of the City of Corpus Christi as required by City Charter of the City of Corpus Christi. SECTION 4. Penalties are as provided in Sec. 53-55 Code of Ordinances. 14 AGENDA MEMORANDUM January 28, 2003 SUBJECT: Farming Lease Agreements AGENDA ITEM: Ordinance authorizing the City Manager or his designee to execute a five year farming lease with Mark Stockseth, John H. White, and Harry L. White, Jr. d.b.a. W & S Ag Enterprises for 1,320 acres of farmland out of the Cefe F. Valenzuela Municipal Landfill located west of FM2444 and County Road 57 and approving a cash rental fee of $55.00/acre per crop year. Ordinance authorizing the City Manager or his designee to execute a five year farming lease with Paul T. Rackley, Jr. and Marion G. Rackley d.b.a. Rackley & Rackley, a Joint Venture for 940 acres of farmland out of the Cefe F. Valenzuela Municipal Landfill located west of FM2444 and County Road 57 and approving a cash .rental fee of $55.00/acre per crop year. Ordinance authorizing the City Manager or his designee to execute a five year farming lease with Julius Zdansky, Jr. for 46 acres of farmland out of the proposed Southside Sewer Treatment Plant site located off Yorktown Boulevard and approving a cash rental fee of $20.00/acre per crop year. Ordinance authorizing the City Manager or his designee to execute a one year farming lease with Julius Zdansky, Jr. for 20.598 acres located at the northeast corner of Chapman Ranch Road and Saratoga Boulevard and approving a cash rental fee of $30.00/acre per crop year. Ordinance authorizing the City Manager or his designee to execute a one year farming lease with Lar~ Mokry for 23.099 acres of farmland located at the northwest corner of Chapman Ranch Road and Saratoga Boulevard and approving a cash rental fee of $35.00/acre per crop year. ISSUE: The City owns vacant tracts of lands at various locations, some of which are used for farming operations in the interim. These lands have been acquired for various public purposes and are held in until such uses are needed. Until then, these lands are to be held in farming production, which produce revenue for the City. Several tenant farmers have requested that the City enter into a long-term lease, either one year or five-year. Staff has negotiated the terms as submitted above and recommends entering into these leases. Council approval is required for leases of one year or more. FUNDING: None, however see background for distribution of revenues. RECOMMENDATION: Approval of the five ordinances as presented. Director of Engineering Services Attachments: Exhibit A. Exhibit B. Exhibit C. Background Information Location Maps Lease Form (typical for all 5 leases) H:\HOME\EUSEBIOG\GEN~Agenda Items\Farming Leases~Agenda Memorandum.doc BACKGROUNDINFORMATION SUBJECT: Farming Lease Agreements PRIOR COUNCIL ACTION: July 22, 1986 - Authorizing the execution of a lease agreement for farming with Raymond and Ronnie Klostermann for a 23.019 acre tract of land which was acquired in connection with the Navy Clear Zones. (Ord. No. 19387) October 8, 1991 - Authorizing the execution of a one year farming lease agreement with Edward Nemec for a 20.598 acre tract of land located at the northeast corner of Chapman Ranch Road and Saratoga and approving a rental fee of either a designated dollar portion of the crop harvested or a guaranteed $20/acre per crop year, whichever is higher. (Ord. No. 021259) December 17, 1991 - Authorizing the City Manager or his designee to execute a one year lease agreement with Larry J. Mokry for a 23.019 acre tract of land out of the Navy Clear Zone and approving a rental fee of either a designated dollar portion of the crop harvested or a guaranteed $20.00/acre per crop year, whichever is higher. (Ord. No. 021303) October 6, 1992 - Authorizing the execution of a one year farming lease agreement with Julius Zdansky, Jr. for a 20.598 acre tract of land located at the northeast corner of Chapman Ranch Road and Saratoga and approving a rental fee of either a designated dollar portion of the crop harvested or a guaranteed $20/acre per crop year, whichever is higher. (Ord. No. 021494) January 5, 1993 - Authorizing the City Manager or his designee to execute a one- year lease with Larry J. Mokry for a 23.019 acre tract of land out of the Navy Clear Zone and approving a rental fee of either a designated dollar portion of the crop harvested or a guaranteed $20.00/acre per crop year, whichever is higher. (Ord. No. 021543) FUTURE COUNCIL ACTION: Renewal of leases with terms of one year or more. BACKGROUND: Items A & B: The City acquired 2,293 acres of land in October 2000 for the future Cefe F. Valenzuela landfill. A net acreage of 2,260 acres is currently available for farming and is divided among two tenant farming operations; 1,320 acres to W&S Ag Enterprises and 940 acres to Rackley & Rackley, a Joint Venture. This land has been farmed in this ratio since it was owned by Mr. John Chapman. The tenant farmers have agreed to keep this same ratio while farming with the City lease. An appraisal was obtained in 2001 which showed a current cash value of $55.00/acre as fair cash rent. The tenants have agreed to pay this amount and have requested a five-year lease. At the end of the five year term, another appraisal will be obtained to determine the cash value rent at that time. Exhibit A Item C: This land was acquired by the City in 1990 for the future site of the Southside Sewer Treatment Plant. This land was leased out for farming by previous owners prior to the City's acquisition. Mr. Julius Zdansky, Jr. who is farming another City property, has agreed to farm this tract and will pay the City $20.00/acre per year. This is considered a fair rental despite the fact that this land is not optimal for farming and because of the restriction of aerial spraying due to its proximity to the Cayo del Oso. Item D: This property was acquired by the City in March 1986 for the Navy Clear Zones- Cabaniss Field Land Acquisition project. Farming is one of the few uses approved for clear zone land. The City is holding this land until the Navy can purchase it from the City as agreed upon. The Navy's program to purchase the clear zones has been suspended due to lack of funding. This land has been held in cultivation since its acquisition. Mr. Julius Zdansky has been farming this tract since 1992 and has requested to continue to do so. A negotiated price of $30.00/acre has been agreed upon. The previous cash rent was based on $20.00/acre or a third of the crop, whichever was higher. The rent is discounted because of an existing restriction against aedal spraying in this area, which eliminates the planting of cotton. Item E: This property was acquired by the City in March 1985 in connection with the Navy Clear Zones - Cabaniss Field Land Acquisition project. The City is holding this land until the Navy can purchase it from the City as agreed upon. The Navy's program to purchase the clear zones has been suspended due to lack of funding. This land has been held in cultivation since its acquisition. Mr. Larry Mokry has been farming this land since 1991 and has requested to continue to do so. A negotiated price of $35.00/acre has been agreed upon. The previous cash rent was based on $20.00/acre or a third of the crop, whichever was higher. The rent is discounted because of an existing restriction against aerial spraying in this area, which eliminates the planting of cotton. \\CLSTRI_USERS2_SERVER\USERS2~I-IOME\EUSEBIOG\GEN'V~genda Items\Farming Leases\Background Info,doc Exhibit A ,\Mproject\landacq\11210a. dwg ~ F.M. 43 ~" TO DRISCOLL F.M. 665 o o SUBJECT 8 '.~ PARCEL co R~ 2o g40 A ~ ~ ~~ o CO RD 16 o CO RD 14 SUBJECT I PARCE~ 1320 ACRES OUT OF 2,273.59 ACRE '~NTA CRUZ FARM ~ 3468 - WS ~ AG ENTERPRISES CO RD 12 EXHIBIT B CEFE F. VALENZUELA MUN-TC-TPAL LANDF-TLI 2,273.59 ACRE TRACT OUT OF VAR-TOUS SECT-TONS OF THE SANTA CRUZ RANCH CITY OF CORPUS CHRISTI, TEXAS Cr. TY COUNCIL EXHIBIT ,,~ DEPARTMENT OF ENGINEERING SERVICES. PAGE: I o1' 1 DATE: 09/17/2002 ~ ~ Mpro jecf:\ londocc~ \ 11210b.dw~ STARRY RD. SUBJECT PARCEL EXHIBIT CZ~ F~ L~E L~ATED AT SOUTHSZDE CIW ~ZL EXHIBIT S~ER TR~TMENT P~T SITE, F~ ~ O;P~R~CNT O~ ZN~NZZ;~N~ SC;V;CZS 2560 ~SZSTZNG OF 46 ACRE T~CT OUT PAGE: I of 1 OF SECT. 34 ~D 35, FBEF & GT ClW OF CORPUS CHRISTI, TEXAS DATE: 09/17/2002 SUBJECT PARCEL 25.099 ACRE TRACT OUT OF BOHEM~N COLONY LANDS FARM ~ 134 - MOKRY '2CRESTIvlO N SUBJECT PARCEL 20.598 ACRE TRACT OUT OF LOT 5 SEC~ON 8, BOHEM~N COLONY LANDS FARM ~ 114 - ZDANSKY VICINITY WAP NOT TO SCALE / EXHIBIT B FARB LEASES WITH PROXIBITY ~'0 CABANI$$ FIELD: FSN #134 & FSN # 114 CITY OF CORPUS CHRISTI, TEXAS CZTY COUNCZL EXHZBZT DEPARTMENT OF ENGINEERIN~ SERVICES PAGE: I of 1 DATE: 09-20-2002 CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division FARMING LEASE AGREEMENT The State of Texas § County of Nueces § KNOW ALL BY THESE PRESENTS: This Agreement, made and entered into this day of ,2003 by and between the City of Corpus Christi, a Texas home-role municipal corporation, hereinafter called "City," and of Nueces County, Texas, hereinafter called "Lessee" in consideration of the mutual covenants herein. WITNESSETH: The City does by these presents Lease unto the Lessee the following __ acres described as described by metes and bounds on "Exhibit A" and shown by map reference on attached "Exhibit B", both attached and incorporated as the "Premises", for an initial term of years commencing upon execution of this Lease by the City Manager or his designee, subject to the following consideration, covenants and conditions, to-wit: 1. LEASE TERM. A. This Lease begins on subject to prior termination. , and ends on is the Anniversaxy Date of the Lease. B. This lease term is renewable upon 120 day written notice from Lessee to the City of Lessee's intent to renew for an additional 5-year tenn. Lessee has the option to renew this lease for amaximum of six 5-year renewals, whereupon this lease shall terminate and shall no longer be a viable, renewable instrument. Lease payments for renewal periods shall be adjusted as described in Section 2a, herein. LEASE RENTAL FEE. Upon Lessee's execution of this Lease and City Council approval, Lessee must pay the City a yearly rent of $ ($_ per acre x __ acres), at the beginning of the lease term, for each of the next five years totaling , which is the fair market cash rent for years 1-5. The City will provide the yearly rent calculations, for the next five year term, 90 days ptior to the expiration of the term. The new cash rent EXHIBIT C adjacent to the City's property and Premises. Upon being approved by the City Council on the first reading on an even date herewith, Lessee must then pay the first year amount for the subsequent 5-year term by the Anniversary Date. City's first recalculation is due B. Said rent will be delivered or mailed to: City of Corpus Christi P. O. Box 9277 CITY HALL - 1201 Leopard Slxeet Deparlment of Finance A/R - Collections Section / Accounts Receivable Manager Corpus Christi, Texas 78469-9277 C. No rental paid by Lessee will be refunded if this Lease is terminated prior to its full term. D. In the event Lessee holds over beyond the term herein provided with the consent, express or implied of City, the holding over will be fi.om year to year, subject to the conditions of this Lease. Said holding over is not a renewal hereof, and for each holdover period Lessee will pay rent equal to the highest rent paid before the holdover. In no event may the Lessee hold over beyond the second anniversary date after the initial expiration of this lease. 3. DAMAGE TO CITY OR FRANCHISEE IMPROVEMENTS. Lessee will pay for all damages to any City or franchisee lines or equipment located on Premises which may be incurred by Lessee's fanning or agricultural operations or to replace all of these lines or equipment injured or destroyed as a result of Lessee's agricultural operations. If damage occurs to any gas, storm, wastewater or water line, or equipment located on Premises, hereinafter called "City Improvements", a City's Representative will determine the extent of damage and amount of repairs to the City Improvements, and as determined by the City's Representative, a City Gas, Storm, Wastewater, or Water Division crew will be brought in and allowed immediately to make all repairs. All City's costs (labor and materials) associated with the repairs will be paid by Lessee. An additional fee will be calculated for a City Inspector at a daily rate of $286.80 for any portion of a day spent inspecting construction, maintenance, repair, replacement or relocation of said utilities or equipment pursuant hereto. A half-day (4 hours) or more of the work constitutes a whole working day for purpose of calculation. Any time in excess of eight hours a day, or on Saturday, Sunday or Holidays, must be calculated at a daily rate of $53.77 an hour. A fi'anchisee whose Franchisee Improvements are damaged will follow the same process as set out for damage to a City Improvements. 4. DEFAULT AND TERMINATION. If Lessee defaults in performance of any of the promises or covenants contained herein, City may terminate this Lease. City will give Lessee written notice, in accordance with Section 18 herein, of the default. The City may enforce the performance thereof in any manner provided by law; and may declare the Lease forfeited at its discretion and it, its agents, or attorney will have the right, without further notice to re-enter and remove all persons therefrom, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or breach of covenant. In the event that any rent is due and unpaid under said Lease, the City, its attorneys or agents, may resume possession of the Premises and relet the same for the remainder of this Lease at the best rent they may obtain, for the account of the Lessee, who will pay any deficiency; and the City will have a lien as security for, upon all crops, goods, wares, chattels, implements, fixtures, furniture, tools, and other personal property, hereinafter called "Lessee's Improvements" which are located on the Premises or which may be placed on the Premises by the Lessee, which lien will be cumulative of the statutory lien created by law and in addition thereto. In the event Lessee has paid the full cash rent at the start of the lease year, Lessee shall have the right to harvest any existing crops that have been planted prior to the termination of the lease. The failure of City or Lessee to insist on strict performance of any of the terms, covenants, or conditions of this Lease is not a waiver of any right or remedy that City or Lessee may have, and is not a waiver of the fight to require strict performance of all the terms, covenants and conditions of the Lease thereafter, or a waiver of any remedy for the subsequent breach or default of any term, covenant or condition of the Lease. 5. EASEMENTS. The City reserves and accepts from this lease those easements reasonably necessary for the purpose of assigning exploring, prospecting, mining, drilling, developing, producing, saving, transporting, storing, treating, removing, and owning the reserved minerals to the extent such easements are implied under the Texas common law to allow access to severed estates. 6. ENTIRETY CLAUSE. This Lease and the exhibits incorporated and attached hereto constitute the entire agreement between the City and Lessee for the use granted. All other agreements, promises and representations with respect thereto, unless contained in this Lease, are expressly revoked, as it is the intention of the parties to provide for a complete understanding within the provisions of th/s document, and the exhibits incorporated and attached hereto, the terms, conditions, promises, and covenants relating to Lessee's use of the Premises. The unenforoeability, invalidity, or illegality of any single provision of this Lease does not render the other provisions unenforceable, invalid, or illegal. 7. ENTRY BY CITY. City, by its officers, agents or employees, will have the right at all times of ingress, egress and regress to the Premises for the purpose of conducting any business incident to other activities of the said City and for purposes of inspection, repair, fire or police action, and enforcement of the terms of this Lease. 8. FEES, TAXES, & UTILITIES. Lessee must pay for all ad valorem taxes, if any, in addition to licenses, utility fees, or any other fees required to operate and maintain its various facilities during the term of this Lease, based on Lessee's use of the Premises. 9. FINANCING. The City recognizes that Lessee may borrow funds for agricultural purposes, or for other purposes, secured by a first lien on security which includes Lessee's interests in Lessee's Improvements and the leasehold estate in the Premises. The fee simple estate of City in the surface estate burdened by Lessee's leasehold estate must not be subiect to such liena, and the lien instrument must contain the following language, or other similar language, approved by the City Attorney: "Lender agrees that the lien created by this instrument is effective only as to the leasehold estate of Lessee, created under that certain Lease effective February 1, 2002, by and between the City and Lessee, and that this instrument does not affect the fee simple interest in the Premises owned by the City of Corpus Christi." "In the event of any foreclosure by any lender of a lien or liens on the Lessee's Improvements and the leasehold estate in the Premises, such lender or other purchaser at foreclosure, its successors and assigns, will succeed to all fights, privileges, and duties of Lessee, including without limitation the duty to pay rent." 10. HUNTING. This lease does not carry with it any fights to hunt on the leased premises, Lessee will not hunt or allow any other party to hunt on the property without express written consent of the City. 11. INDEMNITY. The Lessee will fully indemnify, save and hold harmless the City of Corpus Christi, its officers, employees, and agents ["the Indemnltees"] against any and all liability, damage, loss, claims, demands and actions of any nature whatsoever on account of personal injuries (including, without limitation on the foregoing, workers' compensation and death claims), or property loss or damage of any kind whatsoever, which arise out of or are in any manner connected with, or are claimed to afise out of or be in any way connected with, the performance of this Lease, including said injury, loss or damage caused in part by the negligence of Indemnitees but not including that caused by the sole negligence of indemnitees. Lessee will, at Lessee's own expense, investigate 4 all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon with attorneys acceptable to indenmitees and pay all charges of attorneys and all other costs and expenses of any kind arising fi.om any such liability, damage, loss, claims, demands, and actions. Lessee covenants and agrees that in case the City is made a party to any litigation against Lessee or in any litigation commenced by any party, other than Lessee relating to this Lease, Lessee must defend the City upon receipt of reasonable notice regarding commencement of such litigation. 12. INSURANCE. Coverage. Lessee must obtain and keep in force during this Lease a legally binding insurance policy for claims arising out of the construction, existence, use, operation, maintenance, alteration, repair, or removal of Lessee's Improvements in the amounts and types of insurance set out on the attached and incorporated "Exhibit C." Such policies of insurance must be issued by a company or companies of sound and adequate financial responsibility authorized to do business in the State of Texas and having a minimum A+ rating within their particular industry for the type of Insurance being provided. Certificates of Insurance. Lessee will cause current certificates of such insurance to be filed with the City's Property Manager, Property & Land Acquisition Division, Engineering Services Department. Named Insured. The City must be named as an additional insured in the. Comprehensive General Public Liability Insurance policy. The naming of the City as an additional insured in such Comprehensive General Public Liability policy does not make the City a partner or joint venturer with Lessee in its businesses or in connection with its construction of the Improvements. The policy of insurance must be performable in Nueces County, Texas, and must be construed in accordance with the laws of the State of Texas. Furthermore, the policy of insurance must not be subject to cancellation by insurers except after delivery of written notice by registered mail to the City at least 15 days prior to the effective date of such cancellation, and Lessee must, prior to the effective date of the cancellation, provide the City with a replacement certificate of insurance. Failure of Lessee. Failure on the part of Lessee to procure or maintain required insurance constitutes a material breach of the contract upon which the City may immediately teradnate this Lease if Lessee does not furnish proof of required insurance to the City upon 15 days notice in accordance with Section 18, or, thereafter at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, and all monies so paid by the City must be repaid by Lessee to the City within 1 $ days of written demand therefor. Insurance Negotiation. The amount of insurance coverage here specified as required may be subject to renegotiation each year. Should either party request renegotiation with respect to the amount of insurance coverage to be provided, the determination thereof will be established through mutual negotiation between the parties. Said negotiation must commence three months prior to the termination of the current insurance period. In the event a new amount has not been established by mutual agreement within three months from commencement of negotiation, said controversy will be submitted to arbitration under the Commercial Rule of Arbitration of the American Arbitration Association, except for the following: a. the locale for the arbitration will be within the City of Corpus Christi; b. the sole issue for determination pursuant to this section by the arbitrator is the amount of insurance coverage required for the period under review; and c. the expenses subject to the arbitration process will be borne equally by the parties. The Property Manager is hereby authorized to negotiate on behalf of the City. 13. INTERPRETATION. This Lease must be interpreted according to the Texas laws which govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. The headings contained herein are for convenience and reference only and are not intended to define or limit the scope of any provision. 14. MISCELLANEOUS PROVISIONS. Limitation of Leasehold. The City having fee simple rights to this land, does not warrant its title to the Premises and does not guarantee Lessee's quiet possession of them. This Lease and the rights and privileges granted Lessee in and to the Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Lessee acknowledges that Lessor does not own mineral and gas rights to the Premises and Lessee is subject to any exploratory and production rights of the mineral owners of record and which could produce damages as addressed in Section 16. Nothing contained in this Lease may be construed to imply the conveyance to Lessee of rights in the Premises that exceed those owned by City. Binding Agreement. It is further mutually understood and agreed that the covenants and agreements contained in the Lease, to be performed by the respective parties, will be binding on the said parties, and their respective successors and assigns. Other City Ordinances. This Lease and the ordinance under which it is executed do not operate to repeal, rescind, modify, or amend any ordinances or resolutions of the City of Corpus Christi relating to the use or obstruction of sweets, the granting of permits and any regulations relating to the preservation of order and movement of traffic, or any other ordinances, resolutions, or regulations not specifically set forth in the ord'mance of which this Lease is a part. Compliance with laws. Lessee must comply with all applicable Federal, State, and local laws, roles, and regulations that apply to Lessee's use and occupancy of the Premises and the Improvements. 15. MODIFICATIONS. No changes or modifications to the Lease may be made, nor any provision waived, unless in writing signed by a person authorized to sign agreements on behalf of each party. 16. NEGOTIATE SETTLEMENTS. It is understood and agreed also that the City will have sole authority to negotiate settlement for all claims for damage by reason of activity in connection with the operation, development, and exploration for oil, gas, and other minerals. The Lessee will promptly notify the City of all damages to the leased premises or crops growing thereon. 17. NON-DISCRIMINATION. Lessee, is responsible for the fair and just treatment of his respective employees. Lessee warrants that he is, and will continue to be, an equal opportunity employer and hereby covenants that no employee or customer may be discriminated against because of race, creed, color, disability or national origin. Violation of this provision by Lessee is cause for immediate termination by the City. 18. NOTICES ANDADDRESSES. All notices, demands, requests or replies provided for or permitted by this Lease must be in writing and may be delivered by any one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid to the addresses stated below; (3) by prepaid telegram, or (4) by deposit with an overnight express delivery service at: If to City: City of Corpus Christi P. O. Box 9277 CITY HALL- 1201 Leopard Street Department of Engineering Services Attn: Property Manager Corpus Christi, Texas 78469-9277 Phone: (361) 880~3500 Fax: (361) 880-3501 IftoLessee: Name Address City Telephone Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the U. S. Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one business day after transmission to the telegraph company or overnight express carrier. All action by the City in connection with the performance of this Lease, including notices to the City, will be by and to the Property Manager. Notices sent to City will be addressed to the attention of its Property Manager unless some other provisions of this Lease requires a particular notice to be sent to a different specified City officer, in which case the notice will be addressed to the attention of that officer. 19. RECORD KEEPING. Lessee will keep an accurate book of accounts regarding all business matters pertaining to the cultivation of the Premises and this book will be open to inspection by the Property Manager upon demand during the City's normal business hours. 20. REMOVAL OF IMPROVEMENTS. Within 45 days after termination or expiration of the Lease, Lessee must remove Lessee's Improvements at his own expense, regardless of City's failure to demand removal or to give any notice, other than a notice of termination that is required by other provisions of this Lease. If Lessee falls to remove the Improvements in accordance with this section, then City may remove the Improvements and Lessee must pay all City's removal expenses within 30 days of the City's written demand therefor 21. RIGHTS OF THE CITY. The City reserves the right to sell, use, or lease for a use different from the present use, all or any part of the Premises at anytime during the term of this Lease. Should the Premises be sold, used or leased before expiration hereof and the purchaser or lessee is not willing to take subject to this Lease and demands immediate possession, then the Lessee agrees to vacate within thirty (30) days after receipt of notice to vacate. Should it become necessary for Lessee to vacate in case of a sale or Lease, then the City will pay Lessee, for the Premises or portion thereof to vacated, the following amounts, to-wit: A proportionate share of rental paid, determined by dividing (1) the number of days of the term remaining at, er vacation by Lessee by (2) the total number of days in the term, and multiplying the resulting percentage by the annual rental amount paid by Lessee. 22. SUBLET. Lessee will not sublet the Premises or any portion thereof without the prior written consent of the City. 23. USE AND MAINTENANCE. The Premises are to be used for agricultural purposes only. Said Premises are not to be used for any purpose except those herein specified without the prior written consent of the City. Lessee will take good care of the Premises and its appurtenances and suffer no waste. Will keep the Premises in good repair at Lessee's own expense. Lessee will not use the Premises for any illegal or immoral purposes and will conform to all applicable federal, state, and local laws, rules and regulations and to all rules set out by the City for the operation of the Premises. At expiration of this Lease, Lessee will deliver up the Premises in as good condition as the same are now in, natural wear and tear and damage from the elements only accepted. The Lessee will not permit malt, vinous, or alcoholic beverages on the Premises. Lessee agrees to conduct all of Lessee's operations on the leased premises in a reasonable, efficient and prudent manner. Without limiting the foregoing, Lessee specifically agrees: A. Chemical Notification. The use of all agricultural chemicals, fertilizers, and pesticides will be in a lawful, safe, and a prudent manner. The Director of Solid Waste Services will determine and approve the time and place any aerial or ground chemicals, fertilizers, and pesticides will be used due to the proximity of the landfill and it's employees and the public. Under normal circumstances, the Notice of intent to use agricultural chemicals, fertilizers and pesticides must be provided in writing no less than ten (10~ business days prior to use, and should be addressed to: City of Corpus Christi P. O. Box 9277 Strect/Solid Waste Building - 2525 Hygeia Street Department of Solid Waste Services Director of Solid Waste Services Corpus Christi, Texas 78469-9277 Phone: (361) 857-1970 Fax: (361) 857-1971 9 In the event of crop destruction due to midge insects, and under an emergency situation only, Lessee will be allowed to give a 24 hour notice of crop spraying to the Director of Solid Waste Services or his designee by calling (361) 857-1972 or (361) 857-1970. B. Growth Control. Lessee will prevent the growth of and keep the leased premises (including cultivated fields, turn rows, ditches, fence rows, and lands adjacent to the leased premises) flee from Johnson Grass, Bermuda Grass, cockleburs, burdock plants, and other noxious weeds and undesirable vegetation, and keep the cultivated portion of the leased premises free from all sprouts and stumps. C. City Ordinances. The Lessee will fulfill all the ordinances of the City of Corpus Christi applicable to the Premises, and all orders and requirements imposed by the Health, Sanitation, Solid Waste Services, and Police Departments of the City, for the correction, prevention, and abatement of nuisances connected with the Premises during this Lease at Lessee's own expense. By Lessee*s execution, thereof, Lessee acknowledges that Lessee has read this Lease and understands that this Lease is not binding on the City until properly authorized by City Council and executed by the City Manager of the City of Corpus Christi, Texas or his designee. Executed this __ day of ,2002 LESSOR CITY OF CORPUS CHRISTI, TEXAS David IL Garcia, City Manager THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me, on ,2002 by David R. Garcia, City Manager of the City of Corpus Christi, a Texas municipal corporation, on behalf of said Municipal Corporation. [Seal] Notary Public in and for the State of Texas 10 ATTEST: Armando Chapa, City Secretary LEGAL FORM APPROVED JAMES R. BRAY, JR., CITY ATTORNEY By: Joseph Harney, Assistant City Attorney LESSEE ,2002 THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me, on by 2002 [Seal] Notary Public in and for the State of Texas 11 AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A FIVE YEAR FARMING LEASE WITH MARK STOCKSETH, JOHN H. WHITE, AND HARRY L. WHITE, JR. DBA- W&S AG ENTERPRISES FOR 1,320 ACRES OF FARMLAND OUT OF THE CEFE F. VALENZUELA MUNICIPAL LANDFILL LOCATED WEST OF FM 2444 AND COUNTY ROAD 57 AND APPROVING A CASH RENTAL FEE OF $55.00/ACRE PER CROP YEAR; AND PROVIDING FOR PUBLICATION NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. That the City Manager or his designee is authorized to execute a five year farming lease with Mark Stockseth, John H. White, and Harry L. White, Jr. dba- W&S Ag Enterprises for 1,320 acres of farmland out of the Cefe F. Valenzuela Municipal Landfill located west of FM 2444 and County Road 57 and approving a cash rental fee of $55.00/acre per crop year. SECTION 2. That Lessee complies with the terms and conditions of the lease contract, a copy of which is on file with the City Secretmy's office. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. Javier D. Colmenero Henry Garrett Bill Kelly That the foregoing ord~n~n~.,was rea,$Lfor the first time and passed to its second reading on this the ~'-0 'day of_~~, 2003, by the following vote: Samuel L. Neal, Jr. ~ Rex A. Kinnison ~ Brent Chcsney John Longoria Jesse Noyola ~.~ Mark Scott That the foregoing ordinance was read for the second time and passed finally on this the __ day of ., 2003, by the following vote Samuel L. Neal, Jr. Brem Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott PASSED AND APPROVED, this the ATTEST: __ day of ,2003. CITY OF CORPUS CHRISTI Armando Chapa City Secretary Approved as to legal form this the James R. Bray, Jr., City Attorney Samuel L. Neal, Jr. Mayor ~z-- day of .~J~.,~ ,2003; By: Joseph I~amey, Assistant~ity Attorney AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A FIVE YEAR FARMING LEASE WITH PAUL T. RACKLEY, JR. AND MARION G. RACKLEY DBA- RACKLEY AND RACKLEY, A JOINT VENTURE FOR 940 ACRES OF FARMLAND OUT OF THE CEFE F. VALENZUELA MUNICIPAL LANDFILL LOCATED WEST OF FM 2444 AND COUNTY ROAD 57 AND APPROVING A CASH RENTAL FEE OF $$5.00/ACRE PER CROP YEAR; AND PROVIDING FOR PUBLICATION NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. That the City Manager or his designee is authorized to execute a five year farming lease with Paul T. Rackley, Jr, and Marion G. Rackley dba- Racldey and Rackley, a Joint Venture for 940 acres of farmland out of the Cefe F. Valenzuela Municipal Landfill located west of FM 2444 and County Road 57 and approving a cash rental fee of $55.00/acre per crop year. SECTION 2. That Lessee complies with the terms and conditions of the lease contract, a copy of which is on file with the City Secretary's office. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. That the foregoing ordin_~e was r~d for the fi~t time and passed to its second reading on this the ~:~'~ay of ~ a.el.l~, 2003, by the following vote: Samuel L. Neal, Jr. ~ Rex A. Kinnison Brent Chesney ~J~ John Longoria Javier D. Colmenero ~,~ Jesse Noyola Bill Kelly ~ That the foregoing ordinance was read for the second time and passed finally on this the __ day of ., 2003, by the following vote Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Hemy Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott PASSED AND APPROVED, this the ATTEST: day of ,2003. CITY OF CORPUS CHRISTI Armando Chapa City Secretary Approved as to legal form this the t~- James R. Bray, Jr., City Attorney Samuel L. Neal, Jr. Mayor day of .3 ...... 2003; By: AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A FIVE YEAR FARMING LEASE WITH JULIUS ZDANSKY, JR. FOR 46 ACRES OF FARMLAND OUT OF THE PROPOSED SOUTHSIDE SEWER TREATMENT PLANT SITE LOCATED OFF YORKTOWN BOULEVARD AND APPROVING A CASH RENTAL FEE OF $20.00/ACRE PER CROP YEAR; AND PROVIDING FOR PUBLICATION NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. That the City Manager or his designee is authorized to execute a five year farming lease with Julius Zdansky, Jr. for 46 acres of farmland out of the proposed Southside Sewer Treatment Plant site located off Yorktown Boulevard and approving a cash rental fee of $20.00/acre per crop year. SECTION 2. That Lessee complies with the terms and conditions of the lease contract, a copy of which is on file with the City Secretary's office. SECTION 3. Publication shall be made in the official publication of the City of Corpns Christi as required by the City Charter of the City of Corpns Christi. That the foregoing ord..ill~lt~e was rea~ for the first time and passed to its second reading on this the t~ '~ay of ~~i~2003, by the following vote: Samuel L. Neal, Jr. ~ Rex A. Kinnison -~ L John Longoria /~)_ _ ,~ Brent Chesney Javier D. Colmenero Henry Oarrett Bill Kelly Jesse Noyola Mark Scott That the foregoing ordinance was read for the second time and passed finally on this the day of · 2003, by the following vote Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott PASSED AND APPROVED, this the ATTEST: __ day of ., 2003. CITY OF CORPUS CHRISTI Armando Chapa City Secretary Samuel L. Neal, Jr. Mayor Approved as to legal form this the 2_t- dayof --/e~-~ ,2003; James R. Bray, Jr., City Attorney By: Joseph Ha/ney, 'Assistant ~3~ty Attorney AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A ONE YEAR FARMING LEASE WITH JULIUS ZDANSKY, JR. FOR 20.598 ACRES OF FARMLAND LOCATED AT THE NORTHEAST CORNER OF CHAPMAN RANCH ROAD AND SARATOGA BOULEVARD AND APPROVING A CASH RENTAL FEE OF $30.00/ACRE PER CROP YEAR; AND PROVIDING FOR PUBLICATION NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. That the City Manager or his designee is authorized to execute a one year farming lease with Julius Zdansky, Jr. for 20.598 acres of farmland located at the northeast comer of Chapman Ranch Road and Saratoga Boulevard and approving a cash rental fee of $30.00/acre per crop year. SECTION 2. That Lessee complies with the terms and conditions of the lease contract, a copy of which is on file with the City Secretary's office. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. That the foregoing ord.~m~_q~ was reigLfor the first time and passed to its second reading on this the ~]x~ ~F~y of ~._~O.,VLCk.O.Y'~003, by the following vote: Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott Itt That the foregoing ordinance was read for the second time and passed finally on this the day of ., 2003, by the following vote Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott PASSED AND APPROVED, this the ATTEST: __ day of ,2003. CITY OF CORPUS CHRISTI Armando Chapa City Secretary Approved as to legal form this the __ James R. Bray, Jr., City Attorney Samuel L. Neal, Jr. Mayor day of ~],~.~-.~ ,2003; By: Joseph H~[rney, Assistan~--~t ity Attorney AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A ONE YEAR FARMING LEASE WITH LARRY MOKRY FOR 23.099 ACRES OF FARMLAND LOCATED AT THE NORTHWEST CORNER OF CHAPMAN RANCH ROAD AND SARATOGA BOULEVARD AND APPROVING A CASH RENTAL FEE OF $35.00/ACRE PER CROP YEAR; AND PROVIDING FOR PUBLICATION NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. That the City Manager or his designee is authorized to execute a one year farming lease with Larry MokU for 23.099 acres of farmland located at thc northwest comer of Chapman Ranch Road and Saratoga Boulevard and approving a cash rental fee of $35.00/acre per crop year. SECTION 2. That Lessee complies with the terms and conditions of the lease contract, a copy of which is on file with the City Secretary's office, SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. That the foregoing or~igg~l~ was reo~._or the first time and passed to its second reading on this the o~'~ -dhy of~2003, by the following vote: Samuel L. Neal, Jr. /9,~ ~x_~ Rex A. Kinnison (~ ~_, Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly John Longoria Jesse Noyola Mark Scott That the foregoing ordinance was read for the second time and passed finally on this the __ day of 2003, by the following vote Samuel L. Neal, Jr. Brent Chesney Javier D. Cohnenero Hemy Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott PASSED AND APPROVED, this the ATTEST: __ day of ., 2003. CITY OF CORPUS CHRISTI Annando Chapa City Secretary Approved as to legal form this the Z ~- James R. Bray, Jr., City Attorney Samuel L. Neal, Jr. Mayor __day of ..),~ .... 2003; By: Joseph Hl~trney, A~s~istan~ity Attorney 15 AGENDA TAX INCREMENT REINVESTMENT ZONE # 2 Date: Time: Location Tuesday, February 25, 2003 During the meeting of the City Council beginning at 2:00 p,m. City Council Chambers City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Call to order Roll check Corporation Directors: Samuel L. Neal, Jr., President VACANT, Vice President Directors: Brent Chesney Javier Colmenero Rex A. Kirmison John Longoria Jesse Noyola Mark Scott Terry Shampsie (Nueces County) John LaRue(Port of Corpus Christi Authority) Cal Jennings (Hospital District) Richard Pittman (Flour Bluff) Gabriel Rivas (Del Mar) Special Consideration items: 1. Motion approving the minutes of the May 28, 2002 meeting. Motion appointing a Vice-President of the Tax Increment Reinvestment Zone Number 2. Motion approving the election of George K. Noe as General Manager of the Tax Increment Reinvestment Zone Number 2. Resolution approving the project and financing plan for the Zone and recommending its approval to the City Council of the City of Corpus Christi, Texas, and approving the execution of a Tri-Party Agreement with respect to the project and financing plan. D. Adjournment REINVESTMENT ZONE NO. 2 BOARD MEETING MINUTES MAY 28. 2002 PRESENT: Members staff Brent Chesney Javier Colmenem Rex Kinnison Samuel L. Neal, Jr., Chairman Jesse Noyola Mark Scott Gabriel Rivas, Del Mar College Joe McComb, Nueces County John LaRue, Port of Corpus Christi Claude Jennings, Nueces County Hospital District David Gamia, City Manager Skip Nos, Deputy City Manager A~mando Chapa, City Secretary Jorge Cruz-Aedo, Asst. City Manager Rebecca Huerta, Recording Secretary ABSENT: ~embem Staff John Longoria Richard Pittman, Flour Bluff lSD None 1. Call the meetino to order - Mayor Neal celled the meeting to order at 12:03 p.m. Approval of minutes of the meeflna of Januant 9. 2001 - Council Member Mark Scott moved that the minutes be approved as presented. Joe McComb seconded the motion. The motion Consider designation of Treasurer and Assistant Treasurer - City Manager Garcia noted that the board had designated Jorge Cmz-Aedo to serve as treasurer and Mike Harty to serve as Assistant Treasurer. Since that time, Mr. Cruz-Aedo has been promoted and Mr. Harty has retired. Staff recommended that Lee Ann Dumbauld replace Mr. Cruz-Aedo as Treasurer and that Jeff Swartzbeck replace Mr. Harty as Assistant Treasurer. Mr. Scott moved for the appointment of Ms. Dumbauld and Mr. Swartzbeck; Mr. Kinnisen seconded the motion. The motion cerriad. BHeflnulU~xlate on Packerv Channel Project - Before the formal presentation on this item took place, Mayor Neal wanted to emphasize that the Packery Channel project is primarily a beach restoration project of the Corps of Engineers. He said that it seems we've lost sight of this over the last few years and felt it was important to stay focused. City Engineer Angel Escobar presented a report on the status of the Packery Channel project. Phase 1 of the Project Layout infrastructure Includes work on two reaches. Reach 1 includes the area from the coast to Hwy. 361, which is the eastern portion of the channel. Reach 2 includes the area from the Intercoastal Canal to the bridge at Hwy. 361, which is the western portion of the channel. Currently, the plan review with the Corps of Engineers in Galveston has been completed. The Environmental Impact Study (ELS) is in progress and the Value Engineering (OVEST) portion has also been completed by the Corps of Engineers. The approval of these items is scheduled for May 30, 2002 in Galveston. Mr. Escobar said that Phase I of the project is the Corps of Engineers portion. The preposad project also includes construction of numerous public amenities under Phase 2, namely bath houses, boat ramps and over 4,000 linear feet of -1- public welkways. Future Phase 2 amenities may include the Causeway Area Access Point. Improvements to that area would be comprised of renovations to existing boat ramps, creating additional boat ramps and support facilities and improving parking with additional space for vehicles and trailers. Improvements to Packery Point Park may also be included in Phase 2, including new boat ramps and support facilities, improved parking and space for vehicles and trailers, shade structures and public restrooms. The North Side Channel Park, North Side Wetlands Ama and North Side Beach Park may also have additional amenities added. Mr. Escebar reported that after the last meeting, staff contacted the Corps of Engineers to request that they review the impact of moving Packery Channel approximately 150-200 feet south. The Corps made direct contact with the consultants on the project (Dames and Moore, PBS J) for specific feedback on the cost as well as any potential delay. Corps Engineer Cad Anderson responded by e-mail, estimating that the cost would be $205,000 and the delay would be six months. The delay would result in the loss of a $1.25 million grant from the GLO and has an impact on the federal funding schedule. Based on this information, staff feels that the added cost given the benefit is unwarranted. Staff's position is that the project needs to proceed with the current alignment. Mr. Escobar reviewed the original project estimate that was given in February 1999. With a 3% inflation rate per year, for three years, the total project cost in $32,781,000. The revised project estimate, before the Value Engineering process is cempletad, is $31,856,280. Desienation of Financial Advisor, Underwriters and Bond Counsel for the I_~_=,_,~_~ce of bonds for the North Padre Island Storm Water Damage Reduction and Environmental Restoration Project - Jo~ge Cruz-Aedo, Assistant City Manager, presented a report on the financing for the project. He said that staff is recommending the appointment of the following entities to compdse the financing team: Coastal Securities as the Financial Advisor, RBC Dain Rauscher and M.E. Allison as the Co-Underwriters and McCall, Parkhurst & Horton as Bond Counsel. Mr. Cruz-Aado reviewed the preliminary structure of the bonds. At this time, staff is recommending an issuance of $10-12 million in bonds that ara refundable. The bonds would be long.term and high-yield, in the range of 17-20 years and 7.5% or higher in yield. The bonds would be custom structured for the buyer. The target dates for the sale would be August or September 2000. The financing team is considering various tranches or issues to meet the construction requirements of the project. Future actions will include obtaining the final cost estimates for the Channel project and finalizing the financing plan with the TIF board. The team will distribute a private placement memo and hold meetings with potential investors and finally the bonds will be delivered sometime in August or September 2002. Mr. Cruz-Aedo reported that the actual TIF revenue received in 2001 was $153,198. Conservative and optimistic estimates for 2001 had set the amount at around $62,007, so revenues are above estimates. Mr. Gabriel Rivas asked what was the cause for the increased revenues. Mr. Cruz-Aedo responded that in large part they were due to increased property values. Mr. Mark Scott asked the underwriters to comment about the 'sellabilit3/' of the bonds. Mr. Christopher Allison of M.E. Allison responded said that preliminary schedules ara in progress. There will be three separate sales, including the Del Mar College phase-out. Mr. Allison said that the property wes significantly undervalued and that property values should increase substantially. Mr. Allison concluded that the bonds should be attractive to buyers. Mr. Scott commented that there is a public misconception that there are no buyers for these bonds. Mr. Al Allison of M.E. Allison raplied that he would stake his reputation and the reputation of his firm that the bonds would be sold and paid off. Mr. Rex Kinnison asked what the taxable value of the TIF was. Mr. Christopher Allison responded that the TIF has increased in value Eom a base year of $90 million to $110 million. -2- Mr. Brant Chesney asked for clarification on the private placement for the bonds - does this include buyers in the entire state or the entire counby? Mr. Christopher Allison replied that the buyers would be mostly regional, from the Corpus Christi or San Antonio areas. Mr. Torn Utter, Consultant, reported on legislative issues affecting the Packery Channel project. At the state level, the city received $1.25 million in grant monies from the General Land Office (GLO) under the auspices of the State Coastal Erosion Planning and Response Act on February 12, 2002. These funds must be expended by August 31, 2003 or they will revert to the State. In mM-April 2002, the GLO and Attorney General's Office approved a Beach Front Construction permit. The GLO lease of Packe~j Channel property under construction by State expected to be finalized in May. At the federal level, the project originated in the FY 1999 Water Act through the efforts of Senator Kay Bailey Hutchisen and Congressman Solornon Ortiz. In the FY 2002 Water Act, there was a new construction start. It was at the time the only new construction for this type of project in the entire country. The city has requested $6 million in the current budget process for the FY 2003 Water Act. Over the next few mouths, Mr. Utter stated that it would be critical to obtain this additional funding. Mr. John LaRue asked what would happen if there was no Water Act in FY 2003. City Manager David Garcia replied that he was told that there did not appear to be a concern about this but that there was one potential issue in the Great Lake that may cause delays. In response to Mr. LaRue's comments, Mayor Neal added that Senator Phil Gramm said that he would get personally involved in the push for funding this project. Mayor Neal asked for a motion to approve the designation of Financial Advisor, Underwriters and Bond Counsel for the issuance of bonds. Mr. Kinnison made the motion, seconded by Mr. Scott. The motion passed. Mayor Naal commented that the board should meat on a regular basis over the summer and that the board should be kept apprised of any new developments on a monthly basis. Public comment - None Adloumment - The meeting was adjoumed at 12:45 p.m. -3- TAX INCREMENT REINVESTMENT ZONE 82 AGENDA MEMORANDUM February 25, 2003 AGENDA ITEM #4: Resolution approving the project and financing plan for the Zone and recommending its approval to the City Council of the City of Corpus Christi, Texas, and approving the execution of a Tri-Party Agreement with respect to the project and financing plan. ISSUE: In order to proceed with the implementation of the Packery Channel plan, adoption of the project and financing plan is necessary. The Project consists of dredging a 134-foot wide channel to connect the existing Packery Channel to the Gulf of Mexico to a 12-foot deep authorized depth (requiring an initial dredge depth to -14 fee0 and dredging the existing channel to a depth of -7 feet (mean sea level) and a width of 80-feet. The total length of the proposed channel from the Gulf end of the jetties to the Gulf Intracoastal Waterway (GIWW) is approximately 18,500 feet (3.5 miles). Approximately 801,200 cubic yards (cy) of material will be dredged during construction, most of which (646,000 cy) will be placed on the beach south of the proposed jetties placement area (PA4S) for storm damage reduction in front of the existing concrete seawall. Sandy maintenance material from the channel east of the SH 361 bridge will be used for beach nourishment, and a sand bypass system will be designed to move accumulated sand from longshore drift to the downdrift side of the jetties. Approximately 15,000 cy of estimated maintenance dredging every 5 years will be placed in an upland site. Secondary development that includes public improvements is being proposed by the City of Corpus Christi as local sponsor. Proposed park amenities encompass approximately 14.2 acres and include access to Packery Channel, the beach, and the jetties; passenger and recreational vehicle parking; walkways; restrooms; and vendor facilities. The location of two potential City of Corpus Christi park areas are proposed along the area nearest the Gulf of Mexico reach of Packery Channel. The USACE was directed by Congress to carry out a project for ecosystem restoration and storm damage reduction at North Padre Island. The Project is described in the Environmental Impact Statement (EIS), as are the benefits and impacts to be expected from the Project. Erosion of the beach in front of the seawall just south of the boundary between Mustang and North Padre Islands is causing a loss of recreational beach. Dredging Packery Channel would provide sand for nourishment of the beach, and an enlarged beach would reduce potential future storm damage. A Project Study Plan, prepared by the USACE in 1999, examined three alternative sites, including Packery Channel. Three different channel widths under three different salinity regimes were also examined to determine the environmental benefits of an opening between the Laguna Madre and the Gulf of Mexico. The environmental benefits of all alternatives were essentially negligible. The City of Corpus Christi, Texas (the "City), the Non-Federal Sponsor, in connection with the federally assisted project, the North Padre Island Storm Damage Reduction and Environmental Restoration Project at North Padre Island authorized by the Water Resoumes Development Act of 1999 (the "Project"), is fully capable of meeting cost-sharing and other obligations as required under the terms of the draft Project Cooperation Agreement (the "PCA") in connection with the Project. The PCA estimates the total cost of the initial construction of the Project to be approximately $30,000,000. The City's share of such cost is estimated to be approximately $10,500,000. The City will finance its poCdon of the non-federal cost of the Project by issuance of bonds by the North Padre Island Development Corporation. The bonds will be secured by the tax increment generated by the reinvestment zone created by the City for the Project. All of the financing details are shown in the project and financing plan. REQUIRED BOARD ACTION: Approval of the resolution is required. Di~ctto~o~f Financial Services AGREEMENT by and among the CITY OF CORPUS CHRISTI, TEXAS and REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS and the NORTH PADRE ISLAND DEVELOPMENT CORPORATION dated as of February 1, 2003 HI. TABLE OF CONTENTS Page DEFINITIONS .......................................................... 3 SCOPE OF SERVICES BY CORPORATION ................................. 4 A. Mana~ment and Administrative Services Ired Consultant~ .................... 5 B. Services With Respect to the Pmiect Plan and the Finaneillg_ plan Annexations to the Reinvestmont Zone. and Amendment~ to the Project Plan C. Construction of Improvements ......................................... 5 CORPORATION OBLIGATIONS .......................................... 5 B. C. D. E. F. G. H. General Statement .................................................. 5 Power to Incur Authority Obliga6on~ .................................... 5 Bonds ........................................................... 6 Accounting ........................................................ 7 T -t' · ............................................ 7 Depository ........................................................ 7 DUTIES AND RESPONSIBILITIES OF THE CITY AND THE REINVESTMENT ZONE . 8 A~ B. C. D. E. F. Duties of City ...................................................... 8 Tax Increment Fund ................................................. 8 Limitation of Sotm~ of Payment ........................................ 8 Allocated Funds: Limitation of Dul/e~ .................................... 8 Collection and Payment of Tax Increments by the City and the Rein¥?atm~n/gone ... 8 Obligafiom of City and the Reinvestment Zone to be Absol~.e ................. 9 PERSONAL LIABILITY OF PUBLIC OFFICIALS ............................. 9 LAW TO BE OBSE2RVED ................................................. 9 INFORMATION ....................................................... 10 COORDINATION WITH CITY OFFICIALS ................................. 10 ADDRESS AND NOTICE ................................................ 10 APPLICABLE LAWS ................................................... 11 CAPTIONS ........................................................... 11 SUCCESSORS AND ASSIGNS ........................................... 11 TERM AND TERMINATION, DISSOLUTION OF CORPORATION ................ 11 A. In Creneral ....................................................... 11 B. Termination for Cause .............................................. 11 C. Dissolution of Comomtion ........................................... 11 XIV. AMENDMENT OR MODIFICATIONS ..................................... 12 XV. COUNTERPARTS ...................................................... 12 EXECUTION PAGE .......................................................... 13 AGREEMENT BY AND BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS, REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS, AND THE NORTH PADRE ISLAND DEVELOPMENT CORPORATION STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is made by and among the City of Corpus Christi, Texas, a municipal corporation and a home-role city in the State of Texas (the "City"); Reinvesanent Zone Number Two, City of Corpus Christi, Texas, a reinvestment zone created by the City pursuant to Chapter 311, Texas Tax Code (the "Reinvestment Zone"); and the North Padre Island Development Corporation, a not-for-profit local government corporation organized and existing under the laws of the State of Texas (the "Corporation"). W-1-T-N-E-S-S-E-T-H: WHEREAS, by ordinance adopted November 14, 2000 (the "Ordinance"), the City mated the Reinveslment Zone pursuant to Chapter 311, Texas Tax Code (the "Act"), pursuant to a preliminary project plan for the Reinveslment Zone and a preliminary financing plan for the Reinvestment Zone; and WHEREAS, the Act requires the City to prepare a Project Plan (as hereinafter defined) and a Financing Plan (as hereina~r defined) for the Reinvesmaent Zone; and WHEREAS, the Ordinance created the Board of Directors for the Reinveshnent Zone (the "Zone Board") and directed the Zone Board to: Make recommendations to the City Council concerning the administration of the Reinveslment Zone; and Prepare or cause to be prepared a Project Plan and a Financing Plan for the Reinvestment Zone and submit the same to the City Council for its approval; and -1- WHEREAS, by resolution adopted on October 8, 2002 (the "Creation Resolution"), the City authorized the creation of the Corporation to aid, assist and act on behalf of the City in coanection with the preparation and implementation of the Plans (as hereinafter defined) and in the performance of the City's governmental and propfietaxy functions with respect to the common good and general welfare of the City and the residents and properly owners of the City, including specifically with respect to the residents and property owners within the Reinvestrnent Zone; and WHEREAS, the Creation Resolution also provided for the creation of a Board of Directors of the Corporation (the "Corporation Board"); and WHEREAS, among other things, the Corporation Board and the Corporation are to aid, assist and act on behalf of the City and the Zone Board; In the preparation and implementation of a Project Plan and a Financing Plan for the Reinvestment Zone and amirs thereto; and In the financing of the improvements described in the Project Plan (the "Improvements") pursuant to the Financing Plan; and WHEREAS, the City mated the Reinvestment Zone pmsuant to the Act with a dm'ation from the date the Ordinance was adopted until the earlier of (i) December 31, 2022 or (ii) the date on which the Plans have been fully implemented and all Project Costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise payable ii'om Tax Increment have been WHEREAS, the City and the Zone Board have determined that it will be advisable to have the Corporation assist the Zone Board in the preparation of the Project Plan and the Financing Plan and provide other services as further described in this Agreement; and WHEREAS, it is the intention of the parties to this Agreement that, subject to the limitations prescribed in the Act, this Agreement and the limitations of its Axficles of Incoxpomtion, the Coxpomtion shall have the authority to issue, sell or deliver its bonds, notes, or other obligations in such amounts as may be necessary to provide for the construction of the Improvements and the funding of any necessary reserve fund or capitalized interest accounts and the payment of the costs of issuance of such bonds, notes, or other obligalions, and perform other activities provided in this Agreement; and WHEREAS, the City and the Reinvestment Zone agree to pay for the Corporation's activities performed ~t to this Agreement from Tax Increments as provided in Offs Agreement, and Chapter 311 of the Act and Chapter 431, Texas TranspoRation Code, authorize the City and the Reinvestment Zone to enter into a contract with the Corporation for the purposes of providing management and administration for the Reinvestment Zone, providing the services and improvements, and otherwise performing the functions set foxth in this Agreement; and -2- WHEREAS, the City and the Reinvestment Zone desire to contract with the Corporation to provide the assistance described in this Agreement during the term of the Reinvestment Zone; and WHEREAS, the Corporation was created in pm to aid and assist the City and the Reinveslment Zone in the manner set foCch above, and the Corporation is willing to enter into a contract with the City and the Reinvestment Zone setting foah the duties and m-sponsibilifies of the Corporation, the City and the ReinvesUnent Zone; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, it is agreed as follows: DEIeINITIONS "Act" shall mean Chapter 311, Texas Tax Code. "A~meement" shall mean this Agreement and all attachments between the City, the Reinvestment Zone and the Corporation. "Ap_ praisal District" shall mean the Nueces County Appraisal District. '~3ond Documents" shall mean the resolution of the Corpomlion authorizing the issuance ora series of Bands and any trust indenture or supplement thereto executed by the Corporation in connection with the issuance of a series of Bonds. 'Bond Proceeds" shall mean the net proceeds fi'om the sale of the Bonds. 'Bonds" shall mean the bonds of the Corporation. '~2aptured A_np~sed Value" shall mean the total appraised value of property in the Reinvestment Zone as of January 1 of any year lees the Tax Incs'ement Base of the Reinvestment Zone, all as defined in the Act. 'X2i _ty'* shall mean the City of Coxpus Christi, Texas. '~z..Caungil" shall mean the City Council of the City. "Co _rporation" shall mean the North Padre Island Development Corporation. .'~" shall mean the Board of Directors of the Corporation. -3- ti n i ' "shall mean the bonds, notes or other contractual obligations which ~e Corporation may recur fi-om time to time pummnt to A~icle m hereof. '~2orp_ s" shall mean the United States Army Corps of Enginecrs, or any successor thereto. 'X2oun _ty" shall mean Nueces County, Texas. 'Di~¢t" shall mean Del Mar College. ' ~c~" shall mean the reinvestment zone financing plan for the Reinvestment Zone as amended fi'om time to time pursuant to the Act, as adopted by the Zone Board and approved by the City Council. '~enerallv Accepted Accounting Principles" shall mean such accepted accounting practice as, in the opinion of the accountant, conforms at the time to a body of generally accepted accounting principles as applied to governmental units. 'Nos_vital Dish-ict" shall mean the Nueces County Hospital Disltict. 'Imp_ mvements" shall mean those improvements identified in the Project Plan. "Plans" shall mean, collectively, the Project Plan and Financing Plan. 'l'ledged Revenue Fund" shall mean the fund established by the Corporation in the Bond Documents into which payments from the City's Tax Increment Fund are deposited. '?roject Costs" shall have the meanin~ set forth in Section 311.002(1) and the other pmvisious of the Act. '~" shall mean the project plan for the Reinv~ Zone as it may be amended from time to time pursuant to the terms of the Act, as adopted by the Zone Board and approved by the City Coumil. '~lillY. llt~l~g, kZg~" shall mean the Reinvestment Zone Number Two, City of Corpus Christi, Texas, which was created by the Ordinance. 'Tax Incmnont" shall mere the amount of property taxes levied each year by each Taxing Unit pafdcipatin~ in the Reinvestment Zone (to the extent of their par'dcipation) on the Captured Appraised Value. '~" shall mean the total appraised value of all real prope~ taxable by the City and located in the Reinvestment Zone as of the year in which the Reinvestment Zone was designated as a reinvestment zone, plus the total ~vl aisal of all real property taxable by the City and the other Taxing Units participating in the Reinvestment Zone and annexed to the Reinvestment Zone determined as of the date on which the area was annexed to the Reinvestment Zone. 'Tax Increment Fund" shall mean the Tax Increment Fund created by the City for the Reinvestment Zone including any subaccount therein into which all Tax Increments shall be deposited by the City. 'Waxing_ Unit" shall mean County, the District, the Hospital District, and any other taxing unit (as defined in the Act) which participates in the Reinvestment Zone. 'Zone Bo~d" shall mean the Board of Directors of the Reinvestment Zone. II. SCOPE OF SERVICES BY CORPORATION To the extent of available funds, the services which the Corporation will fomish consist of, among other things, the following: A. Management and Administrative Services and Constfltants The Corporation will provide management and admim'stmtive services for the Reinvestment Zone as requested by the Zone Board that are necessary or convenient for the implementation of the Plans. B. Services With Res_oect to the Project Plan and the Finannin~ Plan` Anne. xati(al$ to the Reinvestment Zone. and Amondments to the Pro_iect Plan and the Financing plan. 1. The Zone Board is required to prepare and submit to the City for approval a Project Plan and a Financing Plan. Upon the request of the City, the Corporation will assist the Zone Board in the preparation of the Project Plan and the Financing Plan. The Project Plan and the Financing Plan will be prepared in accordance with the requirements of the Act and the directives of the Zone Board. The Project Plan and the Financing Plan will include at a minimum those matters required by Section 311.011 (b) and (c) of the Act. The Project Plan and the Financing Plan will be in substantially the foma and substance of the preliminary project plan and preliminary reinvestment zone financing plan set foflh in Exhibit C to the Ordinance; and 2. As requested from time to time by the Zone Board, the Corporation will assist in the preparation of amendments to the Project Plan and the Financing Plan. Any such amendments to the Project Plan and the Financing Plan will be prepared in accordance with the requirements of the Act, and shall not be effective until approved by the City. C. Construction of Imp_ mvement~. The Corporation and the City shall cooperate and -5- coordinate their activities with the Corps with respect to the commen~ent, financing and construction of the Improvements so that the commencement, financing and construction of the Improvements shall occur at such times as are necessary or desirable to meet the constm~ion time requirements of the Corps, consistent with the Plans. To that end, the Corporation may directly transfer to the Corps, or to the City for transfer to the Corps, such funds derived from Bond Pmcecds to provide funding for the Cit,fs share of the costs of the Improvements to be constructed by thc Corps, as may be fimher described in thc Bond III. CORPORATION OBLIGATIONS A. General Statement. The parties have agreed that the Corporation has the authority to issue Bonds or to enter into other Corporation Obligations with the Corps that are to be repaid from moneys to be paid by the City and the Reinveslment Zone to the Corporation from T~x Increments pursuant to this Agreement B. Power to Incur Co _momtion Obligations. Subject to the provisions of this Article, the Corporation shall have the power from time to time to issue and incur Corporation Obligations upon such terms and conditions as the Corporation and the City shall determine to be necessary or desirable to implement the Project Plan and the Financing Plan. The Corporation Obligations may be in the form of a bond, note or in the form of a contractual obligation with the Corps or a third party who agrees to construct Improvements in the Project Plan or who provides services consistent with the Project Plan in exchange for the obligation of the Corporation to repay such costs fi'om future payments made by the City and the Reinvestment Zone to the Corporation pursuant to this Agreement. C. Bonds. 1. To implement the Project Plan and the Financing Plan, the Corporation may issue its Bonds in an amount necessary to finance the construction of the Improvements and pay Project Costs (including amounts necessary to fund reserve funds and capitalized interest accounts for the Bonds and to pay costs of issuance of the Bonds) which wilt be repaid by the Corlxnation from payments made by the City and the Reinvestment Zone pursuant to this Agreement. The issuance of Bonds by the Corporation shall be subject to the approval of the City by a resolution duly adopted by the governing body ofthe City. The deposit and disbursement of Bond Proceeds shall be Inad~ in accordance with the Bond 2. The Corporation agrees to commence the process to issue and sell the Bonds from time to time, at such times and in such emounts as are required to produce Bond Proceeds in an amount sufficient to accommodate the construction of the Improvements and to pay other Project Costs as necessary; provided, however, that the Corporation will use its best efforts to effect the issuance and delivery of the first series of Bonds to finance the initial phase of the Improvements described in the Project Plan on or before March 31, 2003; provided, further, that the failure ofthe Corporation to issue such first -6- series of Bonds by such date shall not impose any financial liability on the City or any further obligation on the City to fund the costs of such Improvements. The Corporation shall issue and sell the Bonds, from lime to time, and shall hold and disburse the bond proceeds as provided in this Agreement and the Bond Documents. The Corporation shall use its best efforts to structure the Bonds so that the interest on the Bonds is excludable fromtaxation under the Internal Revenue Code of 1986, as emended, and regulations promulgated thereunder. 3. Bonds issued by the Corporation shall be secured, in whole or in paa, by funds deposited from time to time in the Pledged Revenue Fund. The Corporation agrees to provide to the City and the Zone Board copies of any proposed mt indenture or bond resolution in connection with any issuance of Bonds. Ia addition, to the fullest extent permitted by law, the Corporation agrees that it will not revoke or amend any orders, resolutions or other actions relating to the issuance, sale or delivery of Bonds, except as provided in the resolutions, indentures or other instruments adopted or executed in connectionwith the sale ofthe Bonds. To the extent Bonds are issued as obligations, the interest on which is intended to be excludable from the income of the holders thereof for federal income tax purposes, the Corporation ag~es that they will take all actions necessmy to ensure that the interest payable on the Bonds is and mains excludable from the income of the holders thereof under the Internal Revenue Code of 1986, as emended, and regulations promulgated thereunder. 4. All Bond Proceeds generated from the issuance of Bonds shall be deposited into such funds and accounts, and disbursed in such manner and at such times, as shall be provided for in the Bond Docaments. All Bond Proceeds shall be held separate and apart from and shall not be commingled with any other funds of the Corporation. 5. To the extent necessary or desirable, the Bond Documents may provided that a reserve fund be established and funded as mutually agreeable to the Corporation and the City to pay the principal and interest on the Bonds and/or to retire a poffion of the Bonds. D. Accounting. Complete books and records shall be maintained showing deposits to and disbursements from the Tax Iau~ment Fund ofthe City and the Pledged Revenue Fund or other funds of the Corporation, which books and records shall be deemed complete if kept in accordance with Generally Accepted Accounting Principles as applied to Texas municipalities and in accordance with the provisions of the Act. Such books and records shall be available for examination by the duly authorized officers or agents of the City during normal business hours upon request made not less than five (5) business days prior to the date of such examination. The City and the Corporation shall maintain such books and records throughout the term of this Agreement and for four (4) years thereal~r, all subject to the requllexnants of the Act. E. Use of Tax Increments. The Corporation will use the moneys in the Pledged Revenue Fund as follows: f~ to pay all principal of, interest on, premium (if any) and all paying agent/registrar charges on the Bonds of the Corpomfien, and to fund any reserves necessary or desirable in connection -7- with such Bonds, at the respective tiraes and in the respective amounts as fixed and prescribed in the resolution or resolutions pursuant to which such Bonds are issued by the Corporation and to pay any Corporation Obligations which are on a parity with such Bonds; second, to make payments on other Corporation Obligations which am subordinate to the Bonds; third~ adminis~afion, maintenance and operation expenses ofthe Reinvestmcnt Zone; and fourth, to perform the ~rvices, provide improvements, or to pay any other Project Costs permitted by this Agreement and by the Act, including, the reimbursement to the City of disbursements made by the City as grants and loans pursuant to an economic development agreement adopted by the City under Chapter 380, Texas Local Government Code, in fiatherance of the implementation of the Plans. F. I of T . The Corpomt/on may pledge and assign all or a part of the Pledged Revenue Fund under this Agreement to: 1 . the owners and holders of Bonds of the Corporation; and 2. the owners and holders of Corporation Obligations. G. Depository. The Corporation's Pledged Revenue Fund is the account into which all Payments made by the City and the Reinvestment Zone pursuant to this Agreement shall be deposited. The Pledged Revenue Fund shall be maintained at all times at the same bank that serves as the City's depository. Any moneys received from investing and reinvesting the moneys paid by the City and the Reinvestment Zone to the Corporation shall remain in this fund until used by the Corporation for either of the proposes permitted by this Agrecment in accordance with Section m.F., and may be commingled with other moneys of the Corpomt/on; provided, however, that these funds shall be accounted for separately. Moneys in the Pledged Revenue Fund may be invested and reinvested by the Corporation only in inves~nents which would be eligtble for investment by the City pursuant to the provisions of the Public Funds Investment Act (Chapter 2256, Texas Govemment Code). Moneys on deposit in the Pledged Revenue Fund will be secured by the depository bank in the same manner as City funds am required to be secured at the City depository. Bond Consultants. McCall, Park, hum & Horton L.L.P. shall act as bond counsel for Bonds issued by the Corporation. Coastal Secmities shall act as financial advisor to the Cmpomtion. M.E. Allison & Co., Inc. shall act as placement agent or underwriter for the first series of Bonds issued by the Corporation. DUTIES AND RESPONSIBILITIES OF THE CITY AND THE REINVESTMENT ZONE A. Duties of City. The City agrees to provide customary City services in the Reinvestrnent Zone subject to the provision of funds for these services in the City budget, including, without limitation, funds to maintain the Improvements throughout the tern, of the Bonds. -8- B. Tax Increment Fund. The City will establish a separate fund including subaccounts if necessal~ in the City treasury into which all Tax Increments shall be deposited (the "Tax Increment Fund"). During the term of this A4greement, the City, on behalf of itself and the Reinvestment Zone will pay the Corporation, on a monthly basis on the first business day of each month, all monies then available in the Tax Increment Fund. Upon receipt, the Corporation shall deposit such funds in the Pledged Revenue Fund and use them in accordance with Article III.E. C. Limitation of Source of Payment. The City and the Reinvestment Zone shall have no finandal obligation to the Corporation other than as provided in this Agreement or in other agreements between the City, the Reinvestment Zone and the Corporation. The obligation of the City and the Reinvestment Zone to the Corporation under this Agreement is limited to the Tax Increment of the City and the other Taxing Units which are received by the City. This Agreement shall create no obligation on the City or the Reinvestment Zone which is payable from taxes or other moneys of the City other than the Tax Inerements which are collected by the City. The obligation of the City and the Reinvestment Zone to the Corporation shall be subject to the fights of any of the holders of bonds, notes or other obligations that have heretofore or are hereafter issued by the City, the County, the District, the Hospital District and any other Taxing Units that are payable from or secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of the City, the County, the District and the other Taxing Units. For so long as any bonds, notes, or other obligations of the Corporation secured by Tax Increments are outstanding and unpaid, the City covenants and agrees to annually assess, levy and collect its ad valorem taxes within the Zone. D. Allocated Funds: LimitafionofDuties. Thedutyof tbe City and the Reinvestment Zone to pay money to the Corporation for any purpose under this Agreement is limited in its entirety by the provisions of this Article. The payments herein provided for shall be the enthe and complete compensation of the Corporation for its services and expenses in connection herewith. E Collection and Payment of Tax Increments by the City and the Reinv~qxnent Znne. In consideration of the services to be provided by the Corporation, the City and the Reinvestment Zone covenant and agree that they will, as authorized under the Act and other applicable laws, continuously collect the Tax Increments from the Taxin~ Units whose participation in the Reinveslment Zone is reflected in the Project Plan and the Financing Plan during the term of this Aga~--ment in the manner and to the mazimum extent pemfitted by applicable law. To the extent the City and the Reinvestmont Zone may legally do so, the City and the Reinvestment Zone also covenant and agree that they will not permit a reduction in the Tax Increments paid by the Taxing Units except to the extent provided in the agreement with the Taxing Unit executed at the time the Taxing Unit agreed to participate in the Reinvestrnent Zone. In addition, the City covenants and agrees that it will not dissolve the Coxporaliou and that any repeal of the fight and power to collect the Tax Increments will not be effective until all Bonds and Corporation Obligations of the Corporation have been paid in full or until they are legally defeased. The City and the Rdnvestment Zone further covenant and agree that they will make all payments as set forth in Article IV.B. above, by a di~ct deposit into the Pledged Revenue Fund, without counterclaim or offset, but minus any expenses incurred by the City in connection with the collection of the Tax Inc~ments. -9- F. Obligations of City and the Reinve*tm~.nt Zone to be Abso!~?~ The obligation of the City and the Reinvestment Zone to make the payments ~=t forth in this Agreement from Tax Increments shall be absolute and unconditional, and until such time as this Agreement, all Bonds and Corporation Obligations incurred pursuant to this Agreement have been fully paid or provision for payment thereof shall have been made in accordance with their terms or the date of expiration of the Reinvestment Zone, whichever comes f~t, the City and the Reinves~nent Zone will not suspend or discontinue any payments provided for in this Agreement and will not terminate fids Agreement for any cause, including, without limiting the generality of the foregoing, the failure of the Corporation to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Agreement. Nothing contained in this section shall be construed to release the Corporation from performance of any of the agreements on its part contained in this Agreement, and in the event the Corporation shall fail to perform any such ag~mnent on its part, the City may institute such acfon against the Corporation as the City may deem necessary to compel performance so long as this action does not abrogate the obligations of the City and the Reinvestment Zone to make the payments set forth in this Agreement to pay the Bonds of the Corporation or to meet its Corporation Obligations. V. PERSONAL LIABILITY OF PUBLIC OFFICIALS To the extent permitted by State law, no director of the Corporation, nor any employee or agent of the Corporation, no director of the Reinvestment Zone, nor any employee or agent of the Reinvestment Zone, and no employee of the City, nor any counciimember or agent of the City, shall be personally responsible for any liability arising under or growing out of this Agreement, or operations of the Corporation under the tenus of this Agreement. LAW TO BE OBSERVED The Corporation at all times shall observe and comply with all federal and state laws, local laws, ordinances, orders, and regulations of the federal, state, county, or city governments. VII* INFORMATION The Corporation shall, at such times and in such form as City may require, furnish periodic information concerning the status of the Corporation, the Reinvestment Zone, and the performance of its obligations under this Agreement, and such other statements, certiticates and approvals relative to the Corporation and the Reinvestment Zone as may be requested in writing by the City. The City shall provide the Corporation with such infonnation as may be necessaxy for the Corporation to satisfy it~ continuing disclosure obligation as set forth in the Bond Documents. -10- VIII. COORDINATION WITH CITY OFFICIALS The Corporation will coordinate its activities with the City Manager or the City Manager's designee. Nothing in this Agreement is intended to confer upon the Corporation the right to use, improve, or service any City prope~y without the approval of the City. IX. ADDRESS AND NOTICE Any and all notices and communications under this Agreement shall be mailed by fi/st-class mail, or deliver~, to the Corporation at the following address: Chair, Board of Directors North Padre Island Development Corporation 1201 Leopard Street Corpus Christi, Texas 78401 Any and all notices and communications under this Agreement shall be mailed by first-class mail, or delivered, to the City at the following address: City Manager City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Any and all notices and communications under ~ds Agreement shall be mailed by fast-class mail, or delivem-,d, to the Reinvestment Zone at the following address: Chairman Reinveslment Zone Nmnbex Two, City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 X. APPLICABLE LAWS THIS AGREEMENT IS MADE SUBJECT TO THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS. -11- Xlo CAPTIONS The captions at the beginning of the Articles of fids A4geement are guides and labels to assist in locating and reading such Articles and, therefore, will be given no effect in construing this Agreement and shall not be restrictive of the subject matter of any article, section, or parl of this Agreement. XII. SUCCESSORS AND ASSIGNS This Agreement shall bind and benefit the respective paxties and their legal successors, and shall not be assignable, in whole or in ~ by any pat~y hereto without fast obtaining the written consent of the other party. Nothing herein shall be construed as creating any personal hability on the part of any officer or agency of the City, of the Reinves~nont Zone or of the Coxpomtion. XIH. TERM AND TERMINATION, DISSOLUTION OF CORPORATION A. In General. This Agreement shall become effective, and its initial term shall begin, on the date of execution by all parties, and shall end upon termination of the Reinvestment Zone. B. ~. A pa~ may terminate its performance under this Agreement only upon default by another party. Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of this Agreement required to be performed or observed by that party. Should such a default occur, the party against whom the default has occurred shall have the right to tenmnate all or part of its duties under this Agreement as of the thirtieth (30th) day following the receipt by the defaulting party of a notice describing such default and intended temmmtion, provided, that such termination may be stayed, at the sole option of the party against whom the default has occurred, pending cure of the default. No termination of this Agreement will affect the obligation of the City and the Reinvestment Zone to pay from Tax Increments an amount which will permit the Corporation to pay the Bonds or any Corporation Obligations issued or incurred pursuant to this Agreement prior to termination. C. Dissolution of Corporation or Reinvestment Zone. The City agrees not to dissolve the Corporation or the Reinveslment Zone unless it makes satisfactory arrangements to provide for the payments of the Corporation's bonds, notes, or other Corporation Obligations incurred prior to the Corporation's dissolution. AMENDMENT OR MODIFICATIONS Except as othera, ise provided in this Agreement, this Agreement shall be subject to change, amendment, or modification only by the mutual written consent of the pail/es hereto. The foregoing notwithstanding, no amendment shall become effective until the parties have received an opinion of nationally-recogniTed bond counsel selected by the Corporation and approved by the City to the effect that -12- such amendment will not materially adversely impair the rights of hhe owners of any oulstanding bonds, notes or other obligations issued by the Corpomtion~ COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same instrument. [EXECUTION PAGE FOLLOWS] -13- DATED as of February 1, 2003 NORTH PADRE ISLAND DEVELOPMENT CORPORATION THE CITY OF CORPUS CHRISTI Chairperson, Board of Directors Mayor ATTEST: ATTEST: Secretary, Board of Directors City Secretary REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS Chairperson, Board of Directors ATTEST: Secretary, Board of Directors -14- Reinvestment Zone Number Two City of Corpus Christi, Texas Project Plan and Reinvestment Zone Financing Plan February 25, 2003 Reinvestment Zone Number Two, City of Corpus Christi, Texas February 25, 2003 Project Plan and Reinvestment Zone Financing Plan Introduction to The Project and Finance Plan As requirod umi~r tbe Tax Incremmt Financing Act, Chapter 311, Texas Tax Code (tbo "TII~' Act''), tbe Board of Directors (~ "~ ~'~ of~~ ~ N~ T~, C~ of~m C~, T~ (~ "~ne '3, ~ ~ ~ ~j~ P~ ~ ~v~ ~ Fi.~ p~ (~"p~'~. ~ Ci~ ~ of~ C~ of ~m ~ T~ (~ "Ci~ ~ ~ ~ ~d m~ ~ ~t ~s PI~ ~ PI~ ~1~ ~ ~g ~ 1~ ~ ~ ~cl~ ~m~ ~j~ ~ ~-pmj~ ~ ~d ~ve ~, ~g ~, p~ fin~ ~ ~c f~ib~ ~ ~ ~ ~sM ~ ~ P~ ~1~ fin~ of ~ ~'s ~ of ~ N~ P~ ~1~ S~ D~a~ ~~~~~oj~ (~"~j~. ~sPl~~sof~ ~c ~ ~v~ ~ ~el~t of ~ ~jmt Si~, ~ ~ of ~ ~jm~ ~d &e fin~c~ ~ f~ ~ of ~ ~ ~ ~ ~ of ~. ~1~ ~i~ of ~ PI~ ~luaing a ~ ~ ~ ~ P~ m E~bit ~ ~fl~ "F~t of P~ T~ ~ FI~ ~ N~ P~ ~', ~ ~ ~ ~ ~i~ ("E~'% ~ ~ ~ ~c fem~ ~ ~ ~ ~ ~ A~ ~ av~le ~ &e CiW of C~ C~, T~, 1201 ~d S~ Co~ ~ T~ 78401, A~fi~: CiW ~. North Padre Island Storm Damage Reduction and Enviromental Re~toratlon Project The Project is a project of ti~ U.S. Army Corps of Engine. s (the "Corps'') to dredge and channeliz~ a reopened waterway ("Packe~y Channel") betwee~ thc Laguna Madre Intracoastal Waterway and the Gulf of Mexico. In addition to tl~ Packe~ Channol, the Project includes construction by the Corps of two 1,400 foot jetties parallelln~ the Packety Channel. Of the total $30,000,000 projected cost of tho Project, tbo City as Project sponsor has agreed to pay $10.5 million. Tho r~noinin~ Projogt eo~ts al~ to bo paid by the United States Government. The City hes crcatod the Zone for thc purpose of raising funds needed to provide the Zone Project costs through the issuance of bonds bytbe North Padre Island Development Corp~ ~h'~ (the "Issuer"), a not-for- profit local government coq~afi~ It was established by the City under thc pmvisiens of Chapter 43 I, Texas Transportation Code, and tho general laws of the State of Texas to aid, assist, and act on bohaffof the City in the performance of the City's governmental functions and to provide a means of financing certain Project costs in The Corps was directed by the Con4ress of the United States ("Con4rcss") to carry out a projest for ecosystem restoration ana~ storm aama~ redu~on at North Padre Island. The Project will extend the existing flpproxim~ 2.6 miles portion of the Pacbery Channel an additional 0.9 mile. The Project is described in the Environmental Impact Statement (EIS), as are the benefits and impacts to be cxpacted liom the Project. Erosion of thc beach in fix)nt of the seawaU just south of the boundary b,~ween Mustang and North Padre Islands is causing a loss of recreational beach. Dredging Packery Chsnnol would provide sand for nonrishm,~'~t of tbe be~ch, ana an enlarged beach wonld reduce potential future storm dam~. A Project Study Plan, po~pared by the Corps in 1999, ~ thr~ alte~vo sites, including Packory Channel. Three diff~-~ont channel wi&h,~ undea' three different salinity re,mos wc~ also cy~,unined to determine thc ben,its of all alternatives were essentially negligible. The final EIS will be nvallable upon public~ttion by the Coq~s fi'om lhe City of Corpus Christi, Texas, 1201 Leopard Street, Corpus Christi, Texas 78401, Attention: The Project is a project for ecosystem restoration and sto~ui damage reduction consisting of a jettied e~trance channel, m~in channel dredged to a required depth of 14 feet and a bottom width of 116 feet up to the Texas Highway 361 bridge, scou~ protection for the existing bridge, concrete bulkheads on both sides of the main c. hannzl c~aling three placement areas to create shallow water habitat, continuing with a smaller channel along th~ exis~ng al/_~nment of Packe~ Chan~l from the highway bridge to the Gulflntrnceastsl Waterway, dred~xlto a required depth of 7 feet nmi bottom width of 80 feet, installation of a 30 inch HDDPE pipe for a sand bypass system, beach nourishment on the beach south of the ehanne~ and miscellaneous utility removals and relocations. The Project consists of dredging a 134-foot wide channel to coma~ the existing Packery Channel to the Gulf of Mexico to a 12-foot desp anthofiz~xi depth (requiring an inilial dredge depth to - 14 lest) and dredging tl~ existing channel to a depth of-7 feet (mean sea level) and a width of 80-feet. The total length of the proposed channel from the Cndf end of the jetties to the Gulf lnlracoastal Waterway is approximately 18,500 feet (3.5 miles). Approximately 801,200 cubic yards (cy) of mateaial will be dredged during construction, most of which (646,000 cy) will be plnced on the beach sonth of the proposed jetties placement area (PA-4S) for storm damage teduclion in front of tbe existin~g concrete seawall. Sandy maintenance nmterial from the channel east of the SH 361 btid~ will be used for beach noorishme?~, and a sand bypass system will be designed to move nccumulated sand from longshore ~ to the down&fit side of the jetties. Approximntely 15,000 cy of estimated maintenance dredging eve~ five years will be placed in an upland site. The Project is to be constrocted by the Corps un~r a proposed Project Cooperation Agr~ment betwean Thc Department of the Army and the City (the "Project Conlract"). The Project Conlract has not been approved by either the Crops or the City, but the City expects execution of the Project Conlract by both patlies by Spring 2003. The Plan calls for the remainder of the approximately $19.5 million needed to complete the Project to be fumled by tbe United States Governmem under the Project Conltact. As of Februa~ 25, 2003, Congress has appropriated $4.0 million for ]~oject construction, but is under no obligation to appropriate tho remainder of its shnm of Project costs. Once the initial Project is comple~l, the City will incur cozts of maimenan~ ~.~g Of Paskery Channel, as des~bed above. It is antieipated that upon comple~ion of the initial Project, th~ estimated main~ance dred~ng will commence in 2008, and tl~ estimated cost of such maintenance dredging in that year will approximate $350,000. TI~ costs of the maintemmce dredging are iutended to be paid by the Zone, either f~om tax in~ott~mt collections, proceeds from bonds, a combination of those two sources, or otlgr monerys vm,~: awilzhle to {he CRy or the Zorn.' for such purpose. Secondary development within the Zone th~ includes public improve~nants is being ~ by the City as local sponsor. Secondary development includes proposed park amenities that encompass approximately 14.2 aeres providing access to Pncke~y Channel, the bench, nnd the jetties; pesseaget nnd recreational vehicle parking; walkways; resln~ms; and vendor facilities. The location of two potential City park nreas is proposed along the area nearest th~ Gulf of Mexico reach of Packe~y Channel. Tho Project, th~ maint~llce ~ of~ Paci~ry ChalmOl, Ired the public impm¥col~lts associated with~ proposed secondly development are found to be "Project Costs" ns such term is defined in the TIF Act. TheProjectCo~ra~ The Project is to be consm~.ted by the Corps und~ the Project Contract. The Project Contact has not been approved by eitber the Corps or the CRy, but the CRy expects execotion of the Contrnot bybolh pmies by Spting 2003. Under the Project Contract, the Crops, subject to receiving funds appropriated by Con~ress and usinglt~ 2 t.o'minated. Thc federal government expressly mak~ no co,,,,,,i~ment to seek additional federal funds for thc Project. The City would agree to contribute 35% of lh~ total Project costs, at least five per~nt of which must be c, ontributed in cash wil~ the remainder l~in4 tlg apprais~ value of c, ash or lands, e, asem~ts, righ~4f-w~, ~ suitable burrow and drodged or ~cavated matmal disposal areas. The City must deposit its sham of projected financial obligations for construction through the first fiscal year of constmclkm within 45 days of notice fi~ gag Corps. Fol' each subsequent ye~, tho dep~it must be made no later *hrm 60 days prior to the bo~nnlng of the fiscal year. Thc Pmj~gt Contact obligates tl~ City to operate, maintain, ~'pair, replace, and rdmbilitate the eatire Project at no co~t to lh~ fed~tl goverament. The City is seeidng i~ ausfo' of a potlion of the main!~n~nce cost to the Corps, but at thia time no provision has been made for payment of ongoing maint~e, nanc~: ~.s. Fulld~ of a maintenance reserve from proceeds of an additional series of Tax Increment Contract R~venue Bonds is guarantee that ff fundod the maintonm~ce r~r~e would be adequate to pay costs of ongoing maintemm~ Reinvestment Zone Number Two, City of Corpus Christi, Texas Tlg Zone was c~eated by the City p~mnt to th~ TIF Act to facilitate development of tho land wi*bin the bomdariesoftheZone, a 1,947.01-ac~pareol loeated entirely within the City and lh~ County. Th0Zonebeeame effectiv~ on November 14, 2000, and will termln~ on Decembo' 31, 2022, or at an earlier time de~ated by inter~ on all tax incremeat bonds, have been paid in full (the duration of th~ Zone). The Zorn is locked ~ p~ Island, and intersected by State I-Iighway 361 and Park Road 22 leading from the John F. Kennedy Causeway. A map showing the existing uses and conditions of real property in the Zone is ~_,~hed to this Plan as Exln~ B. A map showing the proposed improvemeat~ to and proposod uses of th~ teal property in thc Zone is _.~_ to ~ Plan as Exhibit C. Pursuant to the TIF Act, the ordinan~ of Ih~ City ~stabliahing th~ Zono also established a Board for the ~. The Zone Board ecmsists of 12 persons, with on~ member flora each Participant other than the City, and the ,auaindev (but not less than 10) appointed by the City. Name Position Samuel L. Neal President Vice President Javier D. Colmenero Member Brent Chemey Member Rex Kirmison Member John Longo a Memb Jesse Noyola Member Mark ScoR Member Gabriel Rivas Member Cai Sennin~s Member Richard Pimna. Member John LaRue Member Cit~ of Coqms Christi Nut.s Count City of Co pus Clristi City of Ci~ of ~ ~fi of C~ of ~ C~ of N~ ~ H~i~ ~ of ~ C~ A~ 3 Existing land-us~ within the Zone consist of light ct~nmercial devclopmeat, mixed residential development, vacant ,mlmp~ved land, nmi non-developable land, including waterways, roadwnys ~d pnrks. The City has estimnted the following current usage within the Zone: Acres Vacant 857.1718 Water A~ea 447.8253 Park 384.5719 Right-of-Way 158.2465 Cc~i~-o'cial 33.6232 Medimn Density Residential 34.4813 Public/Semi-Public 9.0187 High Density Residentinl 7.7001 Professionnl Office 6.0570 Li~t tndu,minl 6.5105 Low Density R~idenlinl 1,8075 Totul 1.947.013~8 Infrastructure Requirements for Development It is th~ City's policy that infrnstructure required for new development within the Zone will be the responsibility of each lmdowner or developer, similar to nny o~er development that occurs in the City. The wastewater trealmeat plnnt and trunk m~in collection system is in plnce and is of ~cieat capacity to aceommedate new development, and sut~cient freshwater supply is nvailnble to serve nnticipated development within the Zone. construction, sewer collection lin~, or water supply lines for development. The City pays for oversize and exlnt depth costs associnted with wnter nnd wnstewater extensions thnt nre designed to service prop~ty outside or beyond the owner's development. Th~ City pm'ticipates in slreet development to pny th~ nddi!icnml costs for ex~rn width nssoci~xl with nrterinl s~x~ts or collectors thnt nte designed to be extended beyond thc developer's property. Tbe City nlso pays for tbe costs of bridges nmi culverts to extend streets beyond the developer's property. Undeveloped Land Within the Zone Approximately 857 acres within the Zone are,mimprowd or underdeveloped land. TI~ City anlicipa~s that such -nimproved !and will be developed for residential and light comm,'~cinl use consistent within exis~ng uses, and addilionnl development must eccur befe~ the Issuer can provide for the pnyn~t of Mditionnl Tnx Increment Con, ct l~-venue Bonds (he~i,.ft~ defined) required for complelion of the Project without ndversely nfteain~ th~ I~u~r's ability to pay debt service on the Series 2003 Bonds (berei..n,'r defined). No rqnem~on is m~_: in this Plan with respect to the ul6mate development of such property. Project Co~t~ A detailed lisling of the proposed public works nnd public improvements to be unde~akco in tl~ ~ shown by kind, number and location, ~md tbe Project costs of th~ Zone, in~ludin_~,, without limitation, tbe costs of the ioitisl dred~n~ of Packety Ch~l, tl~ maint~aall~ ~ ~O~ts, ~ l~oje~t ~ 8dmini~ gO~ of~ Zone, and offer non-vmj~'t costs (such as w~er supply improvements and roads that ~a~ not intmOx~l to be funded tlgough tbe operalio~ of the Zone), ar~ set fo~ in Exhibit D. Tbe estimated ~nount of bonded 4 that th~ total amount of Issuer debt necess~3~ to be issued fo~ completion of initial Project ~ ~ not ~ $12,000,000. Secondary development improvemonts are to be financed as funding becomes available from surplus tax ~ or bollds. Tho City ~ ~-~Rimst. b~ tho total amount of I~suer debt that may b~ issRed for secondmy developments will not exceed $3,000,000. The Plan of Finance The City has created the Zone for the purpose of raising funds needed to provide the City's sham of tho Proj~ costs, and the Series 2003 Bonds (hereinafter defined) are fl~ first installr~at of Issuer bonds to be issued for that purpose. The City, the County, Del Mar College, a junio¢ college district ami political subdivision of th~ State of Texas (the "College") and Nueces County Hospital DisUict, a hospital district ami political subdivision of the S tare of Texas 0he "Hospital District'5 each have agreed to deposit to the Tax Increment F, ma established fo~ the Zone (the "Tax ~ Fund") certain tax collections arising from their respective taxation ofthe inca~se, if any, in the appraised value of rnsl property located in the Z~n~ since November 14, 2000 Caeroinai~ d~fined as thc (Dedicated Tax Incremeats"), through tl~ earti~ of D~xmb~r 31, 2022, ~r tt~ d_at~ on which any outstanding obligations payable t~om ~h¢ Dedicated Tax Increments are finally paid. The City ha~ ente~l into separate set~ fo~h, among othe~ thin~, the agreemeat of the City and County, College, or Hospital Dis~a~t, as applicable, fund Project cnsts are to be payable solely fxom the Conmict Tax Incnm~ats and certain other thnds on dq~osit with JPMorgan Chas~ Bank, Houston, Texas (the "Tmste~") or which may be d~pnsited with the Trnstee in the Th~ City, the County, thc Colloge, and th~ Hospital District (~ re~erred ~o indivi~,_a~Jy herein as a "Participanf' and collectively referred to as thc "Particip,m~") have agreed to deposit to the Tax Incranent Fund the Dedicated Purs,ant to the TIF Act, a taxin~ unit's tax increment for a year (a"Tax Increment') is the amount of property taxes levied by the unit for that year on the "cnpturod" appraised vaiue of real property taxable by the trait and loc~_t~ in a reinvestmeat zone. Tax ~ do not result f~xnn any increase in the appraised value ofpersonai property (such as equipment or invmtory) taxablc by thc unit and located in a n.-investment zone. The TIF Act defines captured appraised value ("Captured Appraised Value") as the total appraised value of ail reai property taxable by the unit and located in a minveslment zone less the tax increment base of the trait. The tax in~avme~lt base of a tax~ unit (the "Tax Increment Base") is the totai appraised vaiue of all reai property taxable by thc unit and located in a minvestment zone for the year in which th© zone was designnted. In the case ofthe Zone, the Tax lncrengnt Base is the total appraised value of all real property in the Zone taxable by the relevant Participants ns of January 1, 2000. Tax lncremmts result only from Captured Appraised Value in tho Zone, which consists of 1,947.013 g acres, approximately 542.$1 g4 of which is publicly ownsd and not taxable. Exla'oit A shows (a) the Tax Increment Base of the Zone, Co) the current (as of th© date of this Plan) total ~dsed value of taxable real property in the Zone and (c) the esfimzted captured appraised value of the Zone during each year of its scheduled existent. Purs,,m~t to separate Interlocai Agreements betwem the City nmi each of the County, the College, and the Hospital District, re~ectively (the "lnterlocal Agreemmts") fig Participants have agreed to dq~osit nH or a portion of tlgir Tax Increments to the Tax Increment F, md The City, the Coonty, and the Hospital Dislrict have agreed to deposit to fl~e Tax Incremont Fund 100% of their tax collections on Captured ApprnisedValueinthe 5 Zooe for each tax year that tbe Zone rmnaim in existcnec, c~--~-~:ing in tax ycar 2000. Tbe Collo~ has agced to deport to the Tax lncrcment Fund 100% of the its Tax ~ for the first five years (2000-2004) of the Intcdocal Agremnmt, 80% for the sixth year (2005), 60% for the seventh year (2006), 40% for thc eighth year (2007), 20% for tbo niuth ycar (2008), and mine tbereaflcr. The amounts the Participauts have agrecd to dcpo~ to the Tax ~t F,md are referred to herein as the "Dedicated Tax lucremcms.' The obligations of the Participants to pay Dedicated Tax lncrcmems iuto the Tax Imacment Fund aro subject to the rights of any of the holders of bonds, notes or other obligations that have been or are hereafter issued by a Participant that ~e payable from and secured by a general lcvy of ad valorem tax~ throughout the taxing jurisdiction of that Participant. North Padre Island Development Corporation The Issuer The lssue~ is a not-for-profit local government corporation and was established by th~ City under th~ provisions of Chapter 431, Texas Transportation Cod0, and the general laws atthe S!~te atTexas to aid, assist, and aet ~ b~alf of fl~ City in tl~ performance of the City's governmental functions and to provide a means of financing appointed by thc City Couucil. On I)ecemh~r 17, 2002, the City Couucil of tbe City appointed all atthe membegs of the City Council to sowc as members at the Corporation. The Bond~ The S~ies 2003 Bonds ate the first issue of bonds (the "Tax Inc/~,iient Contract l~venue Bonds") to be issued by the Issuer. Thc Tax Incrcmcnt Contract Revcnuc Bonds, inel-aing the Series 2003 Bonds, are secured by thc Issuer' s pledgc of payments to bc reccivcd pursuant to a Tfi-Party Agreement among thc City, the Zone, and thc Issuer (thc "Tri-Party Agreement"). Under that agrecme~t, the Contract Tax Increments will be paid into the Tax Increment Fund at the City's depository. The Bonds will fund a portion of thc City's ~hare of the Project Costs. Completion of the Project will require , ~daitional funding, which currently is anticipated to be providcd through the issuance of additional bonds by the Issua' secured from Dedicated Tax Iucrcmc~ on parity with the Bonds. Secondary dcvclopm~ improvcmcnts may ~lso be finauced fr~n additional bonds. For tbe ]ssue~ to be able to repay such add/tional b/rods, ~1 growth in the taxable values w/thin tbe Zone must oecur, and there/s no gmu-entec that such growth ~ have been accomplished prior to the tim/nE of funding the remoinln$ phases of the development and completkm atthe Project. Growth in taxable values w/thin the Zone is dependent on future development of additional taxable imp~vements. While the City expec~ that such addit/onal imp~vem~nts w/Il be co~tructed if the Packety Channel is completed, there are approximately 1,838 Iraets of]and with/n the Zone owned by approximately 1,054 different owna-s, and neither the Issuer nor the City has my agreement w/th my landowner for constroction of im?roveme~s within tlg Zone, or knowledge that any landowners intend to cc~x~ct addfa'onal Without future development within the Zone, there can be no guarantee of additional Ded/cated Tax Increments sufficient to pay dobt service on bonds/ssned to finance the Project. A projection of the Project costs to be funded with bond proceeds and the sizing of the bond issues to fund tho~ Project costs is set forth in Exhibit D. The Tri-Party Agreement 6 The Tr/-Pnrty Agreement provi(~es fo~ duties and responsib'fl/t/es of the City with respect to Dedicated Tax Increments and provides for duties and responsibilities of the Zeoe with respect to Dedicated Tax Increments. Participants in the manner nnd to the maximum exta~ permitted by applicable hw. To the axtent the City and Zone may legally do so, tbey also will covenant sud agree that they will not po~t a reduction ~ ~ ~ca~ Tax Increments paid by the Participants. The City will cove~ard and ngee to arm,rally levy, assess and collect its ad valorem taxes in the Zone. The City and the Zone w/Il agree to pay to the Issuer the Comrnct Tax Inoremants in considerntico for the Issue~ funding ca'tain of the Project costs with the proceeds of the Tax Increment The obl/~tions of the City nmi the Z~e to pay Contract Tax Increments shall be subject to the Tti-Party Agreement and the dghts of any of the holders of bends, notes or other obligations that have been or me ~ issued by the City, the Cotmty, the College, or the Hespital DisUict that ~e payable fr~n and secured by a gmeral levy of ad valorem taxes throughout lhe taxing jutisdictkm of the City, County, College, or Hospital District. It is anticipated flint the interests of the Issuer in the Tfi-Party A/p~-n~:nt will be assigned to the Trustee for th~ Tax Incremmt Comract Revenue Bonds under the terms oftbe Indentore puts.nat to which such Tax Inorement Contrnct Revame Bonds are to be/ssue~ The Tri-Pnrty Agreement nmy be antended with the m,n'v_ni coesent of the parties; however, any ~ must be acc~,m~anied by an opinion of counsel to the Issuer to the effect that such nmendmant will not materially impair the dght~ of the owners office Issuer's bonds or other outstnnding Reinvestment Zone Number Two City of Corpus Christi, Texas EXIE~IT A Forecast of Po~entbd Tll~' Revenue ~ on North Padre bland Dated: August 2002 ERA Project N. mh~r: 14663 Final Report Forecast of Potential TIF Revenue Flows on North Padre Island Submitted to: The City of Corpus Christi August 2002 ERA Project Number: 14663 TABLE OF CONTENTS General Limiting Conditions ................................' .......................................................... iv Introduction .................................................................................................................... 1 Approach ........................................................................................................................ 2 Participating Jurisdictions ............................................................................................ 3 Methodology ............................................................................................................... 3 TI~ REVENUE ANALYSIS ........................................................................................... 5 Summary ..................................................................................................................... 5 Real Estate Market Discussion .................................................................................... 5 TIF Waterfront Properties 2002 ................................................................................... 6 Growth Rates ............................................................................................................ 10 Padre Island ........................................................................................................... 10 TIF Revenue Conclusions ......................................................................................... 11 List of Tables and Exhibits Table 1. Taxablc Value of Land & Improvement, ....................................................................... 2 'I'L~ District - 2000 ...................................................................................................................... 2 Table 2. Tax Pates for Participating Jurisdictions ........................................................................ 3 Table 3. Waterfront Properties by Location and Value within tho TIF District ............................. 6 Table 4. Average Assessed Land Value by Location ................................................................... 7 Table 5. Average Condominium Assessed Value by Water frotm~¢ ........................................... 8 Table 6. Condominium Properties in the TIF District .................................................................. 8 Table 7. Lake Padre Properties by Tax ID ................................................................................... 9 Table 8. Other Non-Exempt Water Front Properties .................................................................... 9 Table 9. Exempt Properties ........................................................................................................ 10 Table 10. Padre Island G-rowth Rates by Location- 1992-2002 ................................................. 10 Table 11. Scenario 1. TIF District Taxable Value and Pu~venue, 2001 - 2022 ............................. 11 Table 12. Scenario 2. TI1~' District Taxable Vnlue and Revenue, 2001 - 2022 ............................. 11 Exhibit 1. TIF Revenue Schedule, Scenarios I and 2 .................................................................. 12 Table 13. TIF Taxable Value and Tax Revenue Schedule, Scenarios I and 2 ($000s) ................. 13 GENERAL I. MIT/NG CONDI'T ONS Every reasonable effort has been made to ensure that the data contained in this study reflect the most accurate and timely information possible, and they are believed to be reliable. This study is based on estimates, assumptions and other information developed by Economics Research Associates fi.om its independent research effort, general knowledge of the industry, and consultations with the client and the client's representatives. No responsibility is assumed for inaccuracies in reporting by the client, the clients agent, and representatives or any other data source used in preparing or presenting this study. No ~ or representation is made by Economics Research Associate~ that any of the project values or results contained in this study will actually be achieved. Possession of this study does not carry with it the fight of publication thereof or to use the name of"Economics Research Associates" in any manner. No abstracting, excerptins, or summarization of this study may be made. This study may not be used for purposes other than that for which it is prepared. Exceptions to these restrictions may be permitted at~er obtaining prior written consent fi.om Economics Research Associates. This study is qualified in its entirety by, and should be considered in light of, these limitations, conditions and considerations. XNTRODUCTXON Economics Research Associates (ERA) was engaged to provide the City of Corpus Christi with estimates of tax increment revenues in the proposed North Padre Island Tax Increment Finance (TIF) district. ERA understands that estimated future tax revenues fi.om the district will be tar$cted to fund a portion of the development cost of funding the North Padre Island Damage Reduction and Environmental Restoration Project. This forecast makes use of data provided by the City of Corpus Christi and the Nueces County Appraisal District covering property tax rates, assessed values, and actual historic taxes paid for the defined T1F district. Data fi.om these sources have been assessed to generate a reasonable estimate of potential tax increment revenue. This report is independent from an earlier report prepared by ERA in the year 2000. This report does not assume any major development in North Padre Island and uses a different methodology to forecast tax revenue in the TIF District. Some numbers are rounded and might differ from the original database. Although every possible effort has been made to present correct information, some errors might be present due to handling of large data sets in a short time period. However, ERA believes that the results are reasonable and concur with the data available. ERA would like to thank all staff members at the City of Corpus Christi and the Nueces County Appraisal District for providing us with data in timely fashion that ensured preparing a comprehensive report. I'ZF Anal,/.~ for Ninth Pedre ~4end - FInal PageX APPROACH The approach followed by ERA first defines the current baseline assessed and taxable value of the proposed TIF district, using assessment information for land and improvements provided by officials with the City of Corpus Christi and the Nueces County Appraisal District. ERA understands that the base year for the district is calendar year 2000. From this base year value, ERA generates two sets of TIF revenue inputs: · Forecast growth in the taxable value of currently existing build'rags and vacant land in the district over a 20-year period using constant growth rate for all types of prope~ies. · ]Forecast gwwth in the taxable value of currently existing land and development in the district using variable growth rates based on location within the district. C-rowth in assessed values and taxes paid for current improvements and vacant land, as well as new development, beyond levels defined in the base year constitute the increment in property tax revenue that can be captured for potential use in the Packery Channel project. Working with officials at the Nueces County Appraisal District, City officials provided ERA with year 2000 assessed and taxable values for all land and improvements in the proposed TIF districL The following table indicates that the district currently contains vacant land and improvements amounting to $85,870,603 in taxable value. The table breaks down values between home site and non-home site land and improvements, as well as exemptions and adjustments, to arrive at a total taxable value. Exemptions and adjustments are mede for homestead, disabled individuals and veterans, and people over 65. Preliminary assessments for 2001 are $98,153,611 and for 2002 $107,588,794. Table 1. Taxable Value of Land & Zmproveme~c, TiF District - 2000 C~u~ory ! ~nd - Non-Home Site lm:~uvements - Home Site l?rov~nts - Non-Home Site Sub-Total Total Treble Vahe V~ue $5,491,354 $23,947,556 $42,200,590 $17,684,297 $89,323,797 $3,453,194 Looking further at the above table, ERA determined that home site improvements include single-family homes as well as higher-density condominium projects on the seawall. This distinction is important because home site land accounts for only 18% of total land assessed value, but home site improvements account for 70% of total improvements. TZF Andyds f,m' Nmt:h Pedre blend - Find Page2 Participating Jurisdictions Four jurisdictions are contribut'mg 100% into the tax increment fund for the whole period starting in 2001 through 2022. One jurisdiction, Del Mar Jr. College, is contribufmg 1000/o into the tax increment fund for the first 5 years, 80% for the sixth year, 60% for the seventh year, 40o/0 for the eighth year, 20o/0 for the ninth year and 0% thereat~er. Three jurisdictions will not participate: Flour Bluff Independent School District (ISD), Port of Corpus Christi and Fire District ~2. The following table shows tax rates schedule per $100 of taxable value. Table 2. Tax ~ for Pa~icipa'dng 3urisdktimm Farm to Mnd~et Rd. Nucc~ Couaty Port of Corpus Christi Flour Bluff 1SD Fire Dimict//2 2001-20W3 2006 2007 200~ 2009 2010-2022 Jurisdictions 0.644175 0.644175 0.644175 0.644175 0.64417.5 0.644175 0.644175 0.005238 0.005238 0.005238 0.005238 0.005238 0.005238 0.005238 0,228028 0.228028 0.228028 0.228028 0.228028 0.228028 0.228028 0.21988 0.21988 0.175904 0.131928 0.087952 0.043976 0 0.350242 0.350242 0.350242 0.350242 0.350242 0.350242 0,350242 0.002117 : ' 1.526197 TOTAL 2.998077 1.447S63 1.40~59 NO~: A~nwnin~ ~lX ~ do no~ chan~e 1.3S9611 L31S64 1.27166 1.227683 Regarding the above tax rates, local offic'mls indicated that they did not expect to see unusual growth in the above tax rates in the near future. Following standard TIF modeling guidelines, ERA has taken the above tax rates and held them constant for the duration of the 20-year TW model. With tax rates held constant, key drivers of the forecast become rates of appreciation for existing improvements and vacant land. Methodology In order to estimate a reasonable tax revenue flow, ERA made the following assumptions: · Base tax year is 2000 · 2002 tax rates for each participating jurisdiction are assumed fixed for the whole period (through 2022) · Tax increment fund starts in 2001 · End of TW district is 2022 · Packery Channel will be completed in 2004 · The TIF district tax revenue flow is completely independent of any potential major development that could potentially have a great impact on other developments and land value. P~e3 * First to Increase: Value of land and current developments with water frontage in the Di~h-ict excluding beach properties will be the first to increase in value due to the opening of Packery Channel, as it would provide direct access to the Gulf of Mexico. · Magaimde of lacrease: Water front properties (vacant land) in the District excluding beach properties will have the 8reatcr increase in value compared to properties without water frontage. It is assumed that the value will approach the value of vacant beach properties. Based on the above assumptions, ERA compiled data from the City of Corpus Christi and the Nueces County Appraisal District to estimate current land and improvement value by location in the District. Using Tax ID data, ERA aggregated properties based on their location by defining 4 distinct locations: · Beach · Lake Padre · Other wate~ front properties · Non-water front properties After linking each property to a location, total assessed and taxable values were calculated for each location. Value comparison was established and was later used to estimate growth rates for properties within the District. ERA also aggregated aH values of properties on North Padre Island for the past 10 years to estimate an average calculated average growth rate (CAGR) for the island. This CACJR was then applied in the forecast model. Tax rates from the participating jurisdictions were then applied to estimate tax revenue flows. T~F Allelylil fro' No~th Padre ~lilmd - Final Page4 'r F REVENUE ANALYS S Summary Two scenarios were developed and are presented in this report. The first scenario applies an annual growth rate of 9% from 2003 through 2012, and 3% annual growth rate from 2013 through 2022 for nil properties within the TIF District. The 9.1% annual growth rate represents the CAOR of the assessed values of all properties on Padre Island from 1992 through 2002. The second scenario applies different annual growth rates for each property type in the TW district. Waterfront propeRies on Lake Padre, the can~! and on the proposed Packery Channel are estimated to grow at an annual rate of 24% between 2003 and 2007. During the same period, Beach prope~ies and non=waterfront properties are assumed to grow at 9.1%. From 2008 through 2022, all properties are estimated to grow at the inflation rate of 3% per annum. The 24% annual growth rate represents the estimated CAGR of the total taxable value of TIF properties within the five participating jurisdictions from 1996 through 2001. The two scenarios are conservm~ and do not assume any ne~ development. From 2001 through 2022 and using 2000 as the base year, the first scenario generates a total tax revenue of $63.4 million of which $38.9 minion is the revenue. The second scenario generates a totnl tax revenue of $55.9 million ofwhlch $31,3 raimon is TIF revenue. A detailed analysis follows. Real Estate Market Discussion Economics Research Associates conducted a number of telephone interviews with accredil~l realtors in Corpus Christi and Padre Island. The general consensus has been that over the past three years demand for good properties, defined as those in good repair, modern appliances, visually appealing and have good access, has increased remarkably. This increase in demand, the limited supply, and a strong market let to an increase in prices. The demand for weekend and seasonal homes from residents of large Texan cities, such as Dallas, Houston and San Antonio is also pushing prices upward. Aging baby-boomers and a healthy economy had lead to strong demand of retirement and seasonal homes in Padre Island. This demand has exceeded the markets ability to supply moro housing units. Another factor in the escalation of price and demand is speculation reg~trding the Packery Channel, which would connect Lake Padre and the Packery Channel to the Gulf of Mexico. The Channel is perceived as a convenient way to provide access to the Gulf of Mexico from Lake Padre and the intercoastal areas. Some realtors indicated that Lake Padre properties would be more attractive to sailing enthusiasts that would need to be east of the 22-foot bridge to benefit from the Channel. This is assuming a marina is developed on Lake Padre. Properties without water access, known among realtors as dry or interior properties, on Padre Island can demand a $10,000-$15,000 premium over comparable properties in the city. Some realtors indicated that the difference in price between water-accessible and dry properties on Padre Island is too great to characterize. When asked about Port Aransas and how the market compares to Padre Island. Most realtors indicated that properties in Port Arsnsas, 20 miles from Corpus Christi, are overpriced and are not comparable in quality. Realtors also indicated that Padre Island has strong attributes and character that would attract investors to develop resorts, something that Port Aransas lacks. TI~ Waterfront Properties 2002 Using the micro level data (property tax records) obtained from the City of Corpus Christi and the Nuaces County Appraisal District, ERA was able to compile waterfront properties in the TIF District by location and type. The TIF District has 1,930.08 acres with a total assessed value of $107.59 million in 2002. Approximately 51% of land have or will have (after the opening of the Packery Channel) water frontage or 977 acres. Approximately 203 acres or 21% of water front properties are exempt properties. The waterfront properties have a total assessed value of $65.1 million and a total taxable value of $60.6 million. The following tables show waterfront properties by location, land value, improvement value, total exemptions, taxable value, and acreage. Talge :3. Waterfront Properties by Location and Value v,;;l,in the TIP District Acm Ltnd Vatue Im.nrov~meat TotatAs~ssed Tl~xsble Value Value Value Condos Beach 13.45 $2,450,499 $28,962,543 $31,413,042 $29,048,886 Aca-oss from the Beach 3.61 $281,352 $3,902,799 $4,184,151 $3,533,871 Other - Lake Padre, Cannl 10.93 $1,459,001 $11,600,220 $13,059,221 $11,$03,641 Lake Padre 470.66 $4,591,013 $938,742 $5,529,755 $5,517,325 Re-eh 53.20 $2,577,105 $4,355,083 $6,932,188 $6,932,188 Rxempt 202.86 $0 $0 $0 $0 Olher 222.24 $2,517,234 $1,669,836 $4,187,070 $4,054,928 TOTALWAT~RPROPERTIliS 976.95 $13,876,204 $51,429,223 $65,305,427 $60,590,839 Most of the condominium properties are older developments dating to mid 1980s especially the ones with a beach frontage. Most of the properties on Lake Padre are parcels of vacant land. The other non-classified properties are parcels located on the C~nAI and what would be on the Packary Channel. Land value, as expected, increase as it approaches the Beach. The most ~ncpens'tve land parcels are those of condominium with beach frontage with over $180,600 per acre. The second highest, on average, are condominium properties on Lake Padre with $133,500 per acre followed by condominium properties located across from the Beach. As expected developed land, although with indirect beach frontage has more value than undeveloped beach parcels. It is plausible to assume that the value of laud parcels with beach frontage would more than quadruple in value after it is developed. The following Table shows average assessed value per acre by location. Table 4. Average Ammssed Land Value by Location Type Acres Average Land Vstue (S/Acre) Wat~fr~nt Proner~es Condos Beach 13.45 $180,623 Across from lhe Beach 3.61 S77,840 O~er - Lake Padre, C~l~l 10.93 S133,448 Lake Padre 470.66 $9,754 neaek 53.20 $48,442 ~xempt 202.86 $0 Ofher 222.24 $11,327 TOTAL WATER PROPF, RTI~S 976.95 $17,897 Note: Total average land value excl-a~ ~ pmpedie~ There are 16 condominium developments in the TIF district, of which four are located on the beach, ~ are located across from the beach and the renminder is locnted on Lake Padre, the caual and Packery Channel. The most expensive condominiums are those with a direct beach frontage. The following table shows average assessed value per condominium by water frontage location Table 5. Average Co.dominium Assenmd Value by Wa~r fl'onl~ge Type ToOl Co~do UM~ Average Condo Ammed Value Cand~ Beach 324 $96,305 Acto~ f~om the Beach 115 $36,384 Oth~ - Lake Padre, Omni 399 $32,730 The following table shows condominium properties by location, acreage, number of units, and average condominium asaessed value. Table 6. Condominium Pmpefti~ in the I'~F District Property Name Water Acre~e Total Frontage Is~d Location V~lue Total Total Total Number Av~ lmpruveme~ts A~es~ed Taxable of Units Condo Value Value Value El Coostante Beachfront 3.05 $531,178 $5,317,124 Padre/sland- Beachfront 4.78 $885,669 $13,272,754 La Casa Del Sol Lake Pa0te 0.70 $94,134 S889,071 Lakeshore ~llas Lake Padre 1.26 $153,552 $1,586,544 Leeward ~sles Lake Padre 2.58 $168,810 $2,761,688 Leeward Cove Lake Pad~ 0.61 $75,632 $585,521 Lorimnr Place Canal -2 0,43 $71,650 $303,335 blocks from Mystic Harbor Packe~ 0.94 $122,904 $1,185,002 Channel Setthc~e Across the 1.03 $78,814 $1,189,358 Namilus Galleria Act,s the 1.03 $67,502 $1,219,289 sm~ fixnn PimtesCro~n~& LakePadre 0.53 $184,591 $1,233,405 Portofino Beachftont 2.31 :$483,538 $5,372,008 Mariners Cay Cnaal- 2 3.51 $539,544 $2,497,196 blocks from Padre £~l.ncl. Across the 1.55 $135,036 $1,494,152 8urfside stree~ from Pad~elsle-lshmd Beachfront 3.31 $528,142 $4,812,272 8and Dollar Canal 0.37 $48,184 $558,458 Total 27.99 $4,168,880 $44,277,177 Souree; Nuoces County Appmml ~ Eco~mi~ R.~--~ Associates $5,848,302 $5,581,554 69 $84,758 $14,158,423 $13,239,239 130 $108,911 $983,205 $983,205 24 $40.967 $1,740,096 Sl,459,835 24 $72,504 $2,930,498 $2,897,168 87 $33,684 $661,153 g~16,153 16 $41,322 $374,985 $374,985 10 $37,499 $1,307,906 $1,175,954 32 $40,872 $1,268,172 $1,017,892 26 $48,776 $1~16,791 $1,051,791 45 $28,595 $1,417,996 $1,337,959 36 $3%389 $5,855,546 $5,130,665 53 $110,482 $3,036,740 $2,261,740 136 $22,329 $1,629,188 $1,464,188 44 $37,027 $5,340,414 $5,097,429 72 $74,172 S606,642 $366,642 34 $17,842 $48,446,057 $44,086,398 838 $57,812 Beach properties other than condominiums are made up of 31 vacant parcels and one developed parcel which is the Holiday Inn with an assessed value of $4.5 million. There are 12 vacant parcels that range in size from one to approximately seven acres with the largest being 6.98 acres. Most of the remainder parcels are approximately half an acre. There are 10 (0.51 acres) parcels that are valued at $56,250 each or an average of $110,294 per acre. These are the most valued parcels on the beach. The ne~ three tables summarize prope~es by Tax ID. The first table lists all properties on Lake Padre, the second table shows all other (Canal, Packery Channel, non-classified) water front properties that are non-exempt and the last table shows all exempt propeOJes. Table 7. Lake Pmlm ~ by Tax ZD TAXID To~al Land Total Total Total Acreage Value Improvements Asse#ed Taxable Value Valne 6180. $1,636,741 $820,671 $2,457,412 $2,~.~.~.,982 20.85 6185- $1,136,341 SO $1,136,341 S1,136,341 23.75 6175- $225,114 $65,880 $290,994 $290,994 5.01 6125- $1,309,302 $52,191 $1,361,493 $1,361,493 286.05 6195- $283,515 $0 $283,5t5 $283,515 135 Total $4,591,013 5938,742 $5,529,755 $5,517.325 470.66 Table 8. Other Non-Exempt Wa'cm' Front PVo~rti~ TAX 1D Total Lm~d To~l Total Total Value Improvemmm A~e~d Taxable Value Value 3730- $152,759 $111,409 $264,168 $264,168 4793- $791,199 $276,447 $1,067,646 $1,067,646 6170- $584,752 $0 $584,752 $584,752 6205- $735,000 $0 $735,000 $735,000 1115- $174,019 $0 $174,019 $174,019 1717- $79,505 $1,281,980 $1,361,485 $1,229,343 Total $2,517,234 $1,669,836 $4,187,070 S4,054,928 Source: Nueoea Cotmty Av~-;~,,! Di,l~Ct, Economics Re~a~ A~socialm Acreage Le~ l~crilmOn 8.05 islami Fairway Estates 6.75 Mariners Cay Lots 7.58 PADRE ISLAHD SEC B 60 PADRE ISLAHD SEC 18 138.86 BRYAN WM SUR 606 L$ 64, 129.964 ACS ICL 1.00 Compass Townhom~ - 13 222.24 T&bM 9. Ex~mpt Prop~tk~ TAXI~ 111500000010 111500000050 373000030050 616500451400 619000000005 625200000010 625200000020 Total STATE OF TEXAS 138.87 STATE OF TEXAS 4.03 FLOUR BLUFF IND SCHOOL DI 6.5 CITY OF CORPUS CHRISTI 3.46 STATE OF TEXAS 0 NUECES CO 20 NUECHS COUNTY TRUS'It~ 30 202.86 Using available data, ERA conducted trend analysis for various areas to establish a trend in property growth rates on Padre Island and in the participating jurisdictions. These growth rates are later used in the forecast models to estimate TIF revenue. Padre Island Using micro level data, ERA compiled the assessed values for all properties in North Padre Island from 1992 to 2002. In 1992, total assessed value for properties on Lake Padre and on the beach were high and decreased in the following years. This is the main reason for the negative CAGR for beach properties and the small figure (less than one percent) for Lake Padre properties for the 10-year period. North Padre Island, in total, including waterfront end non-waterfront properties had a CAGR of 9.1%, i.e., properties grew on average 9.1% per year between 1992 and 2002. The following table summarizes growth rates for Padre Island by location of properties. Table 10. Padre bland Growth Rat s by Location - 1992-2002 Year P~tbe Island Ws~frem Lake Beach Proper q C d. CA~ 1~2-2~2 9.1~ 5.~ 0.~ -3.~% CA~ 1993-2~2 10.14% 7.27% 5.4~% -2.3~ Other Non- Waterfront Waterfrom 2.03% 10.19% 2.39% 11.06% TIF Revenue Conclusions The following tables summarize the TW District's estimated taxable value, grand total tax revenue and the incremental tax revenue from 2001 through 2022. Scenario 1 reflects an overall averse annual ~rowth rate of 9.1% from 2003 through 2012 and an annual growth rate of 3% from 2013 onwards. Scenario 2 reflects annual increase in taxable value of 24% for properties on Lake Padre and othe~ water front properties excluding beach properties. Beach properties, existing condoralnium properties end properties without water frontage increase 9% in taxable value from 2003 through 2007 and 3% from 2008 onwards. Table 11. Scenario 1. TIF District Taxable Value and Revenue~ 2001 - 2022 Taxable Value Grand Total Tax Revenue Incmm~l TIF Revem~ Accumulated 'l*Le' Revenue 2001-2005 2006-1010 2011-2015 2016-2020 $590,g73,474 S~,~,774 $1,3~,~,021 $1,5~,3~,~ $8,553,2~ $11,8~,730 S15,~,~ $18,701,553 $2,338,110 ~,251,011 $I0,6~,~0 $13,4~,459 $2~38,110 $8~,122 $19,~2~1 ~2,713j50 Source: City of Corpus Cluisti, Nuec~ County Appraisal District, and Econ~nics Research ~ 2021-2022 $675,226,929 $8,289,646 $6,181,209 $38,894,~9 Table 12. Scenario 2. T/F District Taxable Value and Revenue, 2001 - 2022 Ta.,mble Value C_,rnna Total Tax Revenue I _~:~,me~l~l '1'1.~ Rev~tlue Accumulated TIF Revenue 2001-200S 2006-2010 2011-2015 2016-2020 $601,808,948 $912,635,163 $1,072,871,721 $1,243,752,371 $8,711,564 $11,971,610 $13,171,464 $15,269,336 $2,496,408 $6,322,891 $7,900,370 $9,998,242 $2,496,408 $8,819,299 $16,719,669 $26,717~912 So~xe: City of Corpus (~fL~ Nueces County Appraisal District, m~d Economics Re.arch Assodates 2021-2022 $551,305,402 $6,768,283 $4,659,845 $31~377,757 The following exhibit shows tho 8rowth in the TIF revenue from both scenarios. Exhibrd: 1. *I'/F Revenue Sclledu~e~ Scenarios I and 2 The following table shows taxable values, grand tax revenue and incremental TIF revenue from the two scenarios in thousands of dollars. Table 13. T'~F Taxable Value and Tax Revenue Schedule, Sceamrios 1 and 2 - 200 -202:Z ($O00s) YEAR TAXAB~V.E VALUE GRAND TAX Tii~ REVENUE REVENUE Smmriol Scenario2 Scenariol Scetmrio2 Scemu4ol Scenaflo2 2001 $9S,514 $~8,514 $1,426 $1,426 $183 $153 2002 S107,589 $107,589 $1,557 $1,557 S314 $314 2003 $117,376 $118,803 $1,699 $1,720 $456 $477 2004 $127,940 $131,379 $1,852 $1,902 $609 $659 2005 $139,455 $145,524 $2,019 $2,107 $776 $864 2006 $152,006 $161,483 $2,134 $2,267 $928 $1,061 2007 $165,686 $179,546 $2,253 $2,441 $1,085 $1,274 2008 $180,598 $184,932 $2,376 $2,433 $1,246 $1,303 2009 $196,852 $190,480 $2,503 $2,422 $1,411 $1,330 2010 $214,568 $196,194 $2,634 $2,409 $1,580 $1,354 2011 $233,880 $202,080 $2,871 $2,481 $1,817 $1,427 2012 $254,929 $208,143 $3,130 $2,555 $2,075 $1,501 2013 $262,577 $214,387 $3,224 $2,632 $2,169 $1,578 2014 $270,454 $220,819 $3,320 $2,711 $2,266 $1,657 2015 $278,567 $227,443 $3,420 $2,792 $2,366 $1,738 2016 $286,924 $234,266 $3,523 $2,876 $2,468 $1,822 2017 $295,532 $241,294 $3,628 $2,962 $2,574 $1,908 2018 $304,398 $248,533 $3,737 $3,051 $2,683 $1,997 2019 $313,530 $255,989 $3,849 $3,143 $2,795 $2,089 2020 $322,936 $263,669 $3,965 $3,237 $2,910 $2,183 2021 $332,624 $271,579 $4,084 $3,334 $3,029 $2,280 2022 $342,603 $279,726 $4,206 $3,434 $3,152 $2,380 TOTAL S63,409 S5~,892 $4,999,537 $4,382,374 $38,895 S31,378 Reinvestment Zone Number Two City of Corpus Christi, Tey, ns EXHIBIT B Map: Existing Use~ and Condiflom in the Zone Padre Island Tax Incremen Financing Texas Scale In Feet (~ Copyright lg89-2001 City of Corpus Christi LEGEND TiE-Area (total acreage lQ30,08) Corpus Christi Cihj Limit Line TIE Area Boundarg Line ISMAROI Cltg Of Corpus Christi, Planning Department Reinvestment Zone Number Two City of Corpus Christi, Texas KXHIBIT C Map: Proposed lm.nFovements and Proposed Uses of Reml Proper~ In the Zone Legend N MD~ 2~2~o3 Services Reinve~tment Zone Number Two City of Corpus Christi, Texas EXHIBIT D Project Co,ts and E~nated Cash Flows Goq)s of To~l Zone Two Engineer8 Reach 1 IV~ & demoblllza~3n ~ .heetplle/~ap Concrete walkway I~,e~ng & design Maln~ename dredging resewe(a) Paddng k~(b) Pa~s & recreation center(b) Fuadln~ Soum Gene~ L~ Of~ Grant Tax ~i-,~,~nents or Bonds(b) $236~00 $82,670 $153,530 20,834 7,292 13,542 104,073 36,426 67,647 74,2t9 25,977 48,242 0 0 486,881 170408 316,473 602,939 211,029 391,910 0 0 1,348,383 471.934 876,449 2,912,120 1,0t9,242 1.892,878 425,236 148,833 276,403 483,774 169,321 314.453 1,382,386 483,835 898,551 2,389.894 829,463 1,540.431 0 0 0 0 0 0 321,421 112,497 208.924 743,041 260,064 482,977 9,738,800 3.408,580 6.330.220 0 0 0 1,502,309 525,808 976,~0t 2,737.680 958,188 1,779,492 1.817,64O 636,174 1.181,486 1.4O0.000 1,4O0.000 0 1,250,000 437,500 812,500 541,000 189,350 351,650 750.000 750.000 0 2.000.000 2,000.000 0 1~410~683 1~410~683 $34.659,513 $16,746.274 $18,914,240 $18,914,240 $18,914,240 2,500,000 $2,500,000 4,300.000 4,300,000 4.,330.0(]0 4,330,000 1,275,000 t,275,000 3~0oo,ooo 3~ooo~0oo $34,666,513 $16,746,273 $18,914,240 (b) P~k~ & mcma~on ~enter exl I~fldng lot to he Irenced m funding be~me~ ~ f~om surplus tax Increments o~ bonds, or a m thereof. Rdmreetmrd Zone Number Tvro City of Corpus C)Bistl, Texas Paokwy Charmed Bond Fund AssurrlpUeru: Bads Issued: S x 2O3-Mx0 MOW Ta homed Bs: e9,a&078 C]E•900 mlem nddrnrrm 1,400.000 SK 2004 -Jen 04 4,800.00 2002ra41 Appanad velar. 1W.580.782 ClyMdri Rn Ban Bxrda 1,275,000 8x2005 -Jan 05 4335000 2002 NO Appraised VOW 10,449,534 GW orad 200% 11,130,000 Mdrrlenrrm aural InM.. 1 AM emnra: 1.83% Re9rnad end Fund BUncs 3,00,00 Bond Ybrvot row 7.50% plod0ed Reweus Debt Se1Vloe Fllllds TIF rd far saBlm� Vol" sad Fund Fos 6 llrnlel Ceeh d Fu Bond Fund kidnowAvalello MrhlOMrnoe FYB Tel Bad Fund zone Red Pmjo&ad TBr )leered Rewsnu (b) Blmegs Brls 2003 orfs 2004 $Wks 7005 Tall blpenes (C) Flow Belrtee Dreddrq 7131 Yeer Belomm Fropsrty(e) 81,188 2002 2001 10,936,710 15,000 168,106 229,274 2003 2002 01,108 19,422,458 181,974 477,000 1,132 4,24 194,792 - 194,792 15,000 271,450 500,724 - 2004 2005 2003 2004 229,274 500,724 32933,000 45,508,000 x 9,00 9,283 187,500 375,250 - 583,750 15,000 15,000 89,513 (28,956) 661,23 . 2008 2005 590,237 59,854,000 884,000 10,919 187,500 187,500 322600 322500 378,573 324750 888,875 834,750 15,000 221,634 782,915 2007 2008 551,281 75,613,000 1,0511000 1,274,000 10,384 14,484 187,300 322600 324,750 834,760 15,000 438,734 1,221,849 2008 2D07 2008 782915 1,221,649 93,878,000 99,082000 1,303,000 22601 187,500 322500 324750 834750 15,000 475,851 511,054 1,897,499 2,209,153 2009 2010 2009 1,ag7,499 100.510,000 1,330,000 31,404 187,500 322600 322600 324750 324750 834,750 830.760 15,000 15,000 545,119 2,764,272 - 2011 2010 2208,163 110,324000 1,354,000 40,889 50,954 187,300 187,500 322500 324,750 830.750 15,000 64204 3,000,000 382477 2012 2011 2754,272 116,210,000 1,427,000 55,410 283,750 418,750 449,875 1,152375 15,000 389,123 3,000,000 300,125 2013 2012 3,000,000 3,000,000 122,273,000 125,517,000 1,501,000 1,678,000 55500 275,750 507,500 411,250 1,195,000 15,000 43,500 3.000,000 3,000,OOD 49,300 430,760 2014 2015 2013 20143,000,000 134,949,000 1,657,000 36,600 288,750 492500 505000 485,000 1,251,250 1,416,250 15,000 15,000 436,250 352250 3,000,000 362,241 2016 2075 3,000,000 141,573,000 1,738,000 55500 357,500 342410 573,750 551,241 585250 1,480,000 15,000 402410 3,000,000 402.410 2017 7076 3,000,000 148,385000 1,822,000 1,905000 55500 55,500 327,500 825000 840,000 1,692,300 15,000 338,000 3,000,000 358,000 2018 2017 2018 3,000,000 3,000,000 15544000 1SZ663,000 1,997,000 53,500 312500 595,000 810,000 1,517,500 15,OOD 520,000 3,000,000 3,000,000 520,ODO 398,250` 2019 2020 2019 3,000,000 170,119,000 2,089,000 55,500 393.741 881,250 OM250 733,000 1,731,250 1,825,250 15000 15000 398,250 387,250 3,000,000 397,750 2021 2020 3,000,000 177,799,000 2,183,000 654x1 55,500 371,250 445,000 720,000 575,000 786,250 1,905250 15,000 41424) 3,000,000 4K2503,000,000 2022 2021 3,000,000 185,709,000 2,290,000 55500 4 5000 7250 26. 830000 1971240 15000 449,250 3,000,000 449.230 2023 2022 3,000,000 193,855000 2380000 31,053,974 806,751 5,488,542 9,180,000 9,017,250 23,e85,792 315,000 4,931,102 (o) Tay 2O8270d2a-NotApaEr�hm� � r@W-SwerloZbaTOW AWAlood Vahm fn FA Bass Valm (b)ea: FY 2O9-ApbEngadw �2002 ��b (e) TnmwfiWn3 Agent foss d e5O0and TIR2 AdminEWane Bglnrea d$10,000 arm ey. Relnvembnent Zone Number Two City of Carpus Christi, Texas Packery Channel Mailttarl nce me"hy Casts AseanyBeas: Required BM Fund Balance 3,000,000 Cay Meat Ra frau Bonds 1,400,000 8hran0 Mektenends FxMme: 350,000 Meweerm ce emual inor 2.00% Interest ioaam: 1.86% Resources Available for Maintenance Dredging Start rip and Total Maintenance Maintenance Maintenance Available Ending FYE Tat Beginning Transfer from Interact Reserve from Total Dredging Less Balance Alter 7151 Year Balance Band Fund Earnings Bonds Available Expense Expenses City Advance CltyAdvanee 2002 2001 0 0 0 0 2003 2002 0 0 0 0 0 232,747 (23'2,747) 232,747 0 2004 2003 0 0 0 0 0 0 0 0 2005 2004 0 0 0 1,400,000 1,400,000 0 1,400,000 0 1,400,000 2008 2006 1,400,000 0 25,900 1,425,900 0 1,425.900 0 1,425,900 2007 2005 1,425,90() 0 26,379 1,452,279 0 1,452,279 0 1,452,279 2006 2007 1,452,279 0 26,887 1,479,146 350,000 1,129,146 0 1,129,148 2009 2008 1,129,146 0 20,889 1,150,036 357,000 793,038 0 793,038 2010 2009 793,036 0 14,671 807,707 364,140 443,557 0 443,587 2011 2010 443,567 0 8,208 451,773 371,423 80,350 0 80,350 2012 2011 80,0 382,477 1,486 464,313 378,851 85,462 0 85,462 2013 2012 85,462 369,125 11581 476,188 386,428 69,769 0 89,739 2014 2013 69,739 423AM 1,860 514.900 394,157 120,743 0 120,743 2015 2014 120,743 436,250 2,234 559,228 402,040 157,186 0 157,186 2016 2015 157,186 382,250 2,908 522,344 410,081 112,264 0 112,264 2017 2016 112,264 402AN 2,077 518,840 418,282 98,558 0 98,558 2018 2017 98,558 358,000 1,823 458,381 426,848 29,733 0 29,733 2019 2018 29,733 520,000 550 550,283 436,181 115,102 0 115,102 2020 2019 115,102 398,250 2,129 515,482 443,886 71,597 0 71,597 2021 2020 71,597 397250 1,325 470,172 452,762 17,409 0 17,409 2022 2021 17,469 414,250 322 431,981 461,818 (29,83ti) 29,836 0 2023 2022 0 449,250 0 449,250 471,054 (21,804) 21 AM 0 4,931,102 141,008 1,400,000 8,756,497 284,387 16 Date: Time: Location: AGENDA NORTH PADRE ISLAND DEVELOPMENT CORPORATION Tuesday, February 25, 2003 During the meeting of the City Council beginning at 2:00 p.m. City Council Chambers City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Call to order. Roll chock. Corporation Directors: Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Samuel L. Neal, Jr. Jesse Noyola Mark Scott Special Consideration items: I. Approval of the minutes of the November 27, 2002 meeting. Motion approving the eloction of officers of the North Padre Island Development Corporation. Motion approving the appointment of the Exocutive Diroctor of the North Padre Island Development Corporation. Resolution approving an Agreement ("Tri-Party Agreemenf') between City of Corpus Cbaisfi, Texas, the Tax Increment Reinvestment Zone # 2, and the North Padre Island Development Corporation, to which the Noah Padre Island Development Corporation is delegated the power and authority to administer the Tax Increment Reinvestment Zone # 2, including, but not limited to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement. Resolution authorizing the issuance of North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003, in an aggregate principal amount not to exceed $3,000,000; approving an Indenture of Trust and other contract documents relating to the bonds; and containing other provisions related thereto. Resolution appropriating the proceeds from the sale of North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003 to fund the construction and expansion of Packery Channel, and to pay relates costs of issuance, up to $3,000,000. D. Adjournment. NORTH PADRE ISLAND DEVELOPMENT CORPORATION MEETING MINUTES NOVEMBER 27~ 2002 Fifth Floor ACM Conference Room 1:30 p.m. PRESENT: Members David Garcia, City Manager George K. Noe, Deputy City Manager Ron Massey, Assistant City Manager /fmgel Escobar, City Engineer Lee Ann Dumbauld, Director of Finance Staff Jimmy Bray, City Attorney Olga Plomurity, Finance Department Rebecca Huerta, Recording Secretary ABSENT: Members Staff None None A. Call to order - City Manager Garcia called the meeting to order at 1:35 p.m. Roll check - City Manager Gareia called the roll and determined that all the members were present. Special Consideration items: 1. Approval of the bylaws of the North Padre Island Development Corporation - Deputy City Manager Noe asked if there were any questions about the by-laws. There being none, he moved to approve the by-laws as presented and Assistant City Manager Massey seconded the motion. The motion was approved unanimously. Appointment of Officers of the Corporation - Deputy City Manager Noe referred to Article Ill, Section 1 of the by-laws which outlined that the officers of the corporation would be the President, Vice-President, a secretary and a treasurer. Mr. Noe moved that Lee Dumbauld serve as the Treasurer and Armando Chapa, City Secretary, serve as the Secretary, since the Secretary is not required to be a member of the Board. City Engineer Eseobar seconded the motion. The motion was approved unanimously. Mr. Noe moved to nominate Mr. Gareia to serve as President of the Board and Mr. Massey seconded the motion. The motion was approved unanimously. Mr. Massey moved to nominate Mr. Noe as the Vice-President and Ms. Dumbauld seconded the motion. The motion was approved unanimously. Adjournment - Deputy City Manager Noe moved to adjourn the meeting and Assistant City Manager Noe seconded the motion. The meeting was adjourned at 1:45 p.m. H:\SEC-DIR~SHARED~BOARDS~'PID\I 1-27-02mia doc, p. 1 NORTH PADRE ISLAND DEVELOPMENT CORPORATION AGENDA MEMORANDUM AGENDA ITEM February 25, 2003 Resolution approving Agreement ('~rri-Party Agreement") between City of Corpus Christi, Texas, the Tax Increment Reinvestment Zone # 2, and the North Padre Island Development Corporation, to which the North Padre Island Development Corporation is delegated the power and authority to administer the Tax Increment Reinvestment Zone # 2, including, but not limited to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri- Party Agreement. REQUIRED CORPORATION ACTION: Approval of the resolution approving the Agreement ('~rri-Party Agreement") between City of Corpus Christi, Texas, the Tax Increment Reinvestment Zone # 2, and the North Padre Island Development Corporation. PREVIOUS CORPORATION ACTION: On October 3, 2002, the Corpus Christi City Council approved a Resolution approving the formation of the North Padre Island Development Corporation and approved its Articles of Incorporation and bylaws. On November 27, 2002, the Trustees approved the bylaws and elected the officers of the North Padre Island Development Corporation. On December 17, 2002, the City Council appointed the members of the City Council to serve as the Board members of the North Padre Island Development Corporation. RECOMMENDATION: It is recommended that the Corporation approve an Agreement ("Th-Party Agreement") between City of Corpus Christi, Texas, the Tax Increment Reinvestment Zone # 2, and the Noah Padre Island Development Corporation. D~re~q~r of F~nanc~al Servmes AGREEMENT by and among CITY OF CORPUS CHRISTI, TEXAS and REINVESTMENT ZONE NUMBER TWO, C1'1'¥ OF CORPUS CHRISTI, TEXAS and the NORTH PADRE ISLAND DEVELOPMENT CORPORATION dated as of February 1, 2003 TABLE OF CONTENTS Page DEFINITIONS .......................................................... 3 SCOPE OF SERVICES BY CORPORATION ................................. 4 .A. Management and Admlni~vafive Services and Cons~]ltant~ .................... 5 B. Services With Resoect to the Project Plan and the ]Finant~.illg plan Annexations to the Reinve~anent Zone. and ~mendm~nt~ to the Pro_iect Plan C. Construction of Inmrovementq ......................................... 5 III. CORPORATION OBLIGATIONS .......................................... 5 B. C. D. E. F. G. H. Power to Incur Authori _ty Obli~ti~n~ .................................... 5 Bonds ........................................................... 6 Accounting ........................................................ 7 Depository ........................................................ 7 Bond Consultant~ ................................................... 8 IV. DUTIES AND RESPONSIBILITIES OF THE CITY AND THE REINVESTMENT ZONE . 8 A~ B. C. D. E. F. Duties of City ...................................................... 8 Tax Increment Fund ................................................. 8 Limitation of Source of Payment ........................................ 8 Allocated Funds: Limilation of ])~o~ .................................... 8 Collection and Payment of Tax Increment_q bv the City and the Reinvestment Zone ... 8 Obli~fions of City and the Reinvestment Zone to be Absob.~ ................. 9 PERSONAL LIABILITY OF PUBLIC OFFICIALS ............................. 9 LAW TO BE OBSERVED ................................................. 9 INFORMATION ....................................................... 10 COORDINATION WITH CITY OFFICIALS ................................. 10 ADDRESS AND NOTICE ................................................ 10 APPLICABLE LAWS ................................................... 11 CAPTIONS ........................................................... 11 SUCCESSORS AND ASSIGNS ........................................... 11 TERM AND TERMINATION, DISSOLUTION OF CORPORATION ................ 11 A. In General ....................................................... 11 B. ~l~glgll~,all,~ .............................................. 11 C. D' ' ' · .......................................... 11 X1V. AMENDMENT OR MODIFICATIONS ..................................... 12 XV. COUNTERPARTS ...................................................... 12 EXECUTION PAGE .......................................................... 13 AGREEMENT BY AND BETWEEN TIlE CITY OF CORPUS CHRISTI, TEXAS, REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS, AND THE NORTH PADRE ISLAND DEVELOPMENT CORPORATION STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is made by and among the City of Corpus Christi, Texas, a municipal corporation and a home-mle city in the State of Texas (the "City'S; Reinvestment Zone Nmnber Two, City of Corpus Christi, Texas, a reinvestment zone created by the City pursuant to Chapter 311, Texas Tax Code (the "Reinvestment Zone"); and the Nofdh Padre Island Developmeat Corporation, a not-for-profit local government corporation organized and existing under the laws of the State of Texas (the "Corporation"). W-1 -T-N-F_,-S-S-E-T-H: WHEREAS, by ordinance adopted November 14, 2000 (the "O~linance"), the City created the Reinvestment Zone pursuant to Chapter 311, Texas Tax Code (the "Act"), pursuant to a preliminary project plan for the Reinvestment Zone and a preliminaxy financing plan for the Reinvestmant Zone; and WHEREAS, the Act requires the City to prepare a Project Plan (as hereinal~er defined) and a Financin4 Plan (as herinafter defined) for the Reinvestment Zone; and WHEREAS, the Ordinance created the Board of Directors for the Reinvestment Zone (the "Zone Board") and directed the Zone Board to: Make recommendations to the City Council concerning the adminisWation of the Reinvestme~t Zone; and Prepare or cause to be prepared a Project Plan and a Financing Plan for the Reinvestment Zone and submit the same to the City Council for its appwval; and -1- WBEREAS, by resolution adopted on October 8, 2002 (the "Creation Resolution"), the City authorized the creation of the Corporation to aid, assist and act on behalf of the City in connection with the preparation and implementation of the Plans (as hereinafter defined) and in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of the City and the residents and property owners of the City, including specifically with respect to the residents and propemj owners within the Reinveslment Zone; and WHEREAS, the Creation Resolutionaiso provided for the creation of a Board of Directors of the Corporation (the "Corporation Board"); and WHEREAS, among other things, the Corporation Board and the Corporation are to aid, assist and act on behalf of the City and the Zone Board; In the preparation and implementation of a Project Plan and a Financing Plan for the Reinvestment Zone and amendments thereto; and In the financing of the improvements described in the Project Plan (the "Improvements') pmmant to the Financing Plan; and WHEREAS, the City created the Reinvestment Zone pm'suant to the Act with a duration from the date the Ordinance was adopted until the earlier of (i) December 31, 2022 or (ii) the date on which the plan~ have been fully implemented and all Project Costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise payable from Tax Increment have been WHEREAS, the City and the Zone Board have determined that it will be advisable to have the Corporation assist the Zone Board in the preparation of the Project Plan and the Financing Plan and provide other services as fmther described in this Agreement; and WHEREAS, it is the intention of the parties to this Agreement that, subject to the limitations prescribed in the Act, this Agreement and the limitations of its Articles of Incorporation, the Corporation shall have the authority to issue, sell or deliver its bonds, notes, or other obligations in such amounts as may be necessary to provide for the construction of the Improvements and the funding of any necessary reserve fund or capitalized interest accounts and the payment of the costs of issuance of such bonds, notes, or other obligations, and perform other activities provided in this Agreement; and WHEREAS, the City and the Reinvestment Zone agree to pay for the Corporation's activities performed putsoant to this Agreement from Tax Increments as provided in this Agreement, and Chapter 311 of the Act and Chapter 431, Texas Transportation Code, authorize the City and the Reinvestment Zone to enter into a contract with the Corporation for the purposes of providing management and administration for the Reinvestment Zone, providing the services and improvements, and otheredse performing the functions set forth in this Agreement; and -2- WHEREAS, the City and the Reinvestment Zone d~ire to contract with tho Corporation to provide the assistance described in this Agn~ement dining the term of the Reinvestment Zone; and WHEREAS, the Corporation was created in part to aid and assist the City and the Reinveslment Zone in the manner set forth above, and the Coilxrca~on is willing to enter into a contract with the City and the Reinvestment Zone setting forth the duties and responsibilities of the Corporation, the City and the NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, it is agreed as follows: DEFINmONS "Act" shall mean Chapter 311, Texas Tax Code. "Aglllgl~g." shall mean hhis Agleement and all attachments between the City, the Reinves~ment Zone and the Corporation. "A~praisal District" shall mean the Nueces Couaty Atna~al District. '~d Document" shall mean the resolution of the Corporation authorizing the issuance of a series of Bonds and any trust indenture or supplement theaeto executed by the Corporation in connection with the issuance of a series of Bonds. '~ond Proceeds" shall mean the net proceeds from the sale of the Bonds. 'Bonds" shall mean the bonds of the Corporation. - "shall mean the total appraised value of prope~y in the Reinvestment Zone as of Janumy 1 of any year less the Tax Increment Base of the Reinvestment Zone, all as defined in the Act. 'City" shall mean the City of Corpus Christi, Texas. 'FAI~C, mm~" shall mean the City Council ofthe City. 'I2oro_ oration" shall mean the Noxth Padre Island Development Coq~oration, '.~lllg. raflOllJ~g~" shall mean the Board of Directors of the Corporation. -3- ' ' "shall mean the bonds, notes or other conlractual obligations which the Coqxnafion may incur from time to time pursuant to Axticle 11I hereof. '12orp_ s" shall mean the United States Army Corps of Engineers, or any successor thereto. '~2ountv" shall mean Nneces County, Texas. '~inenc:mg Plan" shall mean the reinvestment zone financing plan for the Reinvestment Zone as amended fi'om time to time pursuant to the Act, as adopted by the Zone Board and approved by the City Council. 'Generally Acceot~d Accounting Princi_nles" shall mean such accepted accounting practice as, in the opinion of the accountant, conforms at the time to a body of generally accepted accounting principles as applied to governmental units. '~[.Q~.ili~[l~g~" shall mean the Nueces County Hospital District. 'Improvements" shall mean those improvements identified in the Project Plan. '~lans" shall mean, collectively, the Project Plan and Financing Plan. '~l~ll-t~alllg-F~" shall mean the fund established by the Corporation in the Bond Documents into which payments from the City's Tax Increment Fund are deposited. 'l>ro_iect Costs" shall have the meaning set forth in Section 311.002(1) and the other provisions of the Act. 'q>ro_iect Plan" shall mean the project plan for the Reinvestment Zone as it may be amended from time to time prat to the tern of the Act, as adopted by the Zone Board and approved by the City '~" shall mean the Reinvestment Zone Number Two, City of Corpus Christi, Texas, which was created by the Ordinance. 'Wax Incremell~" shall mean the amount of property taxes levied each year by each Taxing Unit participating in the Reinvestment Zone (to the extent of their participation) on the Captured Appraised Value. '~C[ll~glJ~t" shall mean the total appraised value of all real property taxable by the City and located in the Reinvestrnent Zone as of the year in which the Reinvestment Zone was designated as a reinvesWnent zone, plus the total appraisal of all real property taxable by the City and the other Taxing Units -4- pa~icipating in the Reinveslment Zone and annexed to the Reinvestment Zone detormined as of the date on which the area was annexed to the Reinvestment Zone. '~" shall mean the Tax Ir~ent Fund created by the City f~c the Reinves~nent Zone including any subaccount therein into which all Tax In~canents shall be deposited by the City. 'Taxi~ Unit" shall mean County, the Disifict, the Hospital District, and any other taxing unit (as defined in the Act) which participates in the Reinvesm~mt Zone. 'Zone Board" shall mean the Board of Directors of the Reinvesanent Zone. H. SCOPE OF SERVICES BY CORPORATION To the extent of available fimds, the services whichthe Corporation will furnish consist of, among other things, the following: A. Manag~ent and Administrative Services and Cnmmltantn. The Corporation will provide management and administrative services for the Reinvestmant Zone as requested by the Zone Board that me necessary or convenient for the implementation of the Plans. B. Services With Res_m~ct to the Project Plan and the Finanein? Plan. Annexations tO the Reinvestment Zone. and Amendments to the Proiect Plan and the Financing ]>lan 1. The Zone Board is required to prepare and submit to the City for approval a Project Plan and a Financing Plan. Upon the request of the City, the Corporation will assist the Zone Board in the preparation of the Project Plan and the Financing Plan. The Project Plan and the Financing Plan will be prepared in accordance with the requimanents of the Act and the directives of the Zone Board. The Project Plan and the Financing Plan will include at a minimum those matters required by Section 311.011 (b) and (c) of the Act. The Project Plan and the Financing Plan will be in substantially the form and substance of the preliminary projeot plan and prelimina~ reinvestment zone financing plan set forth in Exhibit C to the Ordinance; and 2. As requested from t~me to time by the Zone Board, the Corporation will assist in the preparation of amendments to the Project Plan and the Financing Plan. Any such amendments to the Project Plan and the Financing Plm~ will be prepared in accordance with the requirements of the Act, and shall not be effective until approved by the City. C. Construction of Impm_ vert~tq. The Corporation and the City shall cooperate and -5- coordinate their activities with the Corps with respect to the commencement, financing and construct/on of the Improvements so that the commencement, financing and construction of the Improvements shall occur at such times as are necessary or desirable to meet the construction time requirements of the Corps, consistent with the Plans. To that end, the Corporation may directly transfer to the Corps, or to the City for transfer to the Corps, such funds derived from Bond Proceeds to provide funding for the City's share of the costs of the Improvements to be comtmcted by the Corps, as may be fiather described in the Bond CORPORATION OBLIGATIONS A. General Statement. The pardes have agnaxl that the Corporation has the authority to issue Bonds or to enter into other Corporation Obligations with the Corps that arc to be repaid from moneys to be paid by the City and the Reinvestment Zone to the Corporation from Tax Increments pursuant to this Agreement. B. Power to Incur Corporation Obligations. Subject to the provisions of this Article, the Corporation shall have the power from time to time to issue and incur Corporation Obligations upon such terms and conditions as the Corporation and the City shall determine to be necessary or desirable to implement the Project Plan and the Financing Plan. The Co~poration Obligations may be in the form ora bond, note or in the form of a contractual obligation with the Corps or a third party who agrees to construct Improvements in the Project Plan or who provides services consistent with the Project Plan in exchange for the obligalion of the Corlxm~fion to repay such costs fiom future payments made by the City and the Reinvestment Zone to the Corporation pursuant to this Agreement. C. Bonds. 1. To implement the Project Plan and the Financing Plan, the Corporation may issue its Bonds in an amount necessary to finance the construction of the Improvements and pay Project Costs (including amounts necessary to fund reserve funds and capitali:,ed interest accounts for tbe Bonds and to pay costs of issuance of the Bonds) which will be repaid by the Corporation from payments made by the City and the Reinveslment Zone pursuant to this Agreement. The issuance of Bonds by the Corporation shall be subject to the approval of the City by a resolution duly adopted by the governing body ofthe City. The deposit and disbursement of Bond Proceeds shall be made in accordance with the Bond 2. The Corporation agrees to commence the process to issue and sell the Bonds from time to time, at such limes and in such amounts as are required to produce Bond Proceeds in an amount sufficient to accommodate the construction of the Improvements and to pay other Project Costs as necessary; provided, however, that the Corporation will use its best efforts to effect the issuance and delive~'y of the first series of Bonds to finance the initial phase of the Improvements described in the Project Plan on or before March 31, 2003; provided, further, that the failure of the Corporation to issue such fast -6- series of Bonds by such date ~hall not impose any f-man~ liability on the City or any fuahex obligation on the City to fund the costs of such Improveauents. The Corporation shall issue and sell the Bonds, fxom time to time, and shall hold and disburse the bond proceeds as provided in this Agreement and the Bond Documents. The Coqx)mtion shall use its best efforts to structure the Bonds so that the interest on the Bonds is excludable fi~om taxation under the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. 3. Bonds issued by the Corporation shall be secured, in whole or in paxt, by funds deposited from time to time in the Pledged Revenue Fund. The Corporation agrees to provide to the City and the Zone Board copies of any proposed Imst indenture or bond resolution in connection with any issuance of Bonds. In addition, to the fullest extent permitted by law, the Corporation agrees that it will not revoke or amend any orders, resolutions or other actions relating to the issuance, sale or delivery of Bonds, except as provided in the resolutions, indentures or other instruments adopted or executed in conn~tion with the sale of the Bonds. To the extent Bonds are issued as obligations, the interest on which is intended to be excludable from the income of the holders thereof for federal income tax purposes, the Corporation agrees that they will take all actions necessmy to ensure that the interest payable on the Bonds is and remains excludoble tix)m the income o f the holders thereof under the Internal Revenue Code of 1986, 4. All Bond Proceeds generated fi'om the issuance of Bonds shall be deposited into such funds and accounts, and disbursed in such ~ and at such times, as shall be provided for in the Bond Documents. All Bond Proceeds shall be held separate and apart from and shall not be commingled with any other funds of the Coxporation. 5. To the extent necessary or desirable, the Bond Documents may provided that a reseawe fund be established and funded as mutually agreeable to the Corporation and the City to pay the principal and interest on the Bonds and/or to retire a portion of the Bonds. D. Acconnfine. Complete books and records shall be maintained showing deposits to and disbursements from the Tax Increment Fund ofthe City and the Pledged Revenue Fund or other funds of the Corporation, which books and records shall be deemed complete if kept in accordance with Generally Accepted Accounting Principles as applied to Texas municipalities and in accordance with the pwvisions of the Act. Such books and n~cords shall be available for examination by the duly authorized officers or agents of the City during normal business hours upon request made not less than five (5) business days prior to the date of such examination~ The City and the Corporation shall maintain such books and records throughout the term of this Agreement and for foor (4) years thereafter, all subject to the requi~xtents of the Act. E. ~. The Corporation will use the moneys in the Pledged Revenue Fund as follows: ~ to pay all principal of, interest on, premium (if any) and all paying agentJregislrar charges on the Bonds of the Corporation, and to fund any reserves necessary or desirable in connection -7- wilh such Bonds, at the respective limes and in the respective amounts as fixed and prescribed in the resolution or resolutions pursuant to which such Bonds are issued by the Corporation and to pay any Corporation Obligations which are on a parity with such Bonds; second, to make payments on other Corporation Obligations which are subordinate to the Bonds; flfird, administration, maintenance and operation expenses of the Reinvestment Zone; and fou~ to perform the services, provide improvements, or to pay any other Project Costs pvmsltted by this Agreement and by the Act, including, the reimbursement to the City of disbt~eme~ts made by the City as grants and loans pursuant to an economic development agreement adopted by the City under Chapter 380, Texas Local Government Code, in ~ of ~he implemen~tion of the Plans. F. ' · . The Corporation may pledge and assign ali or a par of the Pledged Revenue Fund undo: this Agreement to: I . the owners and holders of Bonds of the Corporation; and 2. the owners and holders of Corporation Obligations. G. Depository. The Corporation's Pledged Revenue Fund is the account into which all payments made by the City and the Reinvestmeat Zone pursuant to this Agreement shall be deposited. The Pledged Revenue Fund shall be maintained at all times at the same bank that serves as the City's depository. Any moneys received from investing and reinvesting the moneys paid by the City and the Reinve~ment Zone to the Corporation shall remain in this fund until used by the Corporation for either of the purposes permitted by this Agreement in accordance with Section m.F., and may be commingled with other moneys of the Corpomlion; provided, however, that these funds shall be accounted for separately. Moneys in the Pledged Revenue Fund may be invested and reinvested by the Corporation only in investments which would be eligible for investment by the City pursuant to the provisions of the Public Funds Investment Act (Chapter 2256, Texas Government Code). Moneys on deposit in the Pledged Revenue Fund will be secured by the depository bank in the same manner as City funds are required to be secured at the City depository. H. Bond Consultants. McCall, Parkhmst & Horton L.L.P. shall act as bond counsel for Bonds issued by the Corporation. Coastal Securities shall act as financial advisor to the Corporation. M.E. P, llin3n & Co., Inc. shall act as placement agent or underwriter for the first series of Bonds issued by the Corporation. DUTIES AND RESPONSIBILITIES OF THE CITY AND THE REINVESTMENT ZONE A. Duties of Ci_ty. The City agrees to provide customary City services in the Reinvestment Zone subject to the provision of funds for these services in the City budget, including, without limitation, funds to maintain the Improvements throughout lhe term of lhe Bonds. -8- B. ~i~iii~lllu~l~. The City will establish a separate fund including subaccounts if necessary in the City treasury into which all Tax Increments shall be deposited (the "lax ~ent Fund"). During the term of this Agreeraent, the City, en behalf of i~elf and the Reinvestment Zone will pay the Corporation, on a monthly basis on the first business day of each month, all monies then available in the Tax lr~,~,,ent Fund. Upon receipt, the Corporation shall deposit such funds in the Pledged Revenue Fund and use them in accordance with Aaicle m.E. C. Limitation of Source of Pa_wnent. The City and the Reinves~ment Zone shall have no financial obligation to the Corporalion other than as provided in this Agreement or in other agreements between the City, the Reinvestment Zone and the Corporation. The obligation of the City and the Reinvcstmmt Zone to the Corporation under this A4~I is limited to the Tax Increment of the City and hhe other Taxing Units which are received by the City. This Agreement shall create no obligation on the City or the Reinvestment Zone which is payable fi'om taxes or other moneys of the City other than the Tax Increments which are collected by the City. The obligation of the City and the Reinvestment Zone to the Corporation shall be subject to the fights of any of the holders ofhonds, notes or other obligations that have heretofore or are herea~er issued by the City, the County, the District, the Hospital District and any other Taxing Units that are payable from or secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of the City, the County, the District and the other Taxing Units. For so long as any bonds, notes, or other obligations of the Corporation secured by Tax Increments are outstanding and unpaid, the City covenants and agrees to annually assess, levy and collect its ad valorem taxes within the Zone. D. Allocated Funds: Limitation of Dulies. The duty of the City and the Reinvestment Zone to pay money to the Corporation for any propose under this Agreement is limited in its entirety by the provisions of this Article. The payments herein provided for shall be the entire and complete compensation of the Corporation for its services and expenses in connection herewith. E. Collection and Payment of Tax Increments by the City and the Reinvestment Zone. In consideration of the services to be provided by the Corporation, the City and the Reinvestment Zone covenant and agree that they will, as authorized under the Act and other applicable laws, continuously collect the Tax Inu~ments fix)m the Taxing Units whose participation in the Reinvestment Zone is reflected in the Project Plan and the Financing Plan dufin~ the team of this Agreement in the manner and to the maxinnnn extent permitted by applicable law. To the extent the City and the Reinvestment Zone may legally do so, the City and the Reinvestment Zone also covenant and agree that they will not permit a reduction in the Tax Increments paid by the Taxin~ Units except to the extent provided in the agreement with the Taxing Unit executed at the lime the Taxing Unit agreed to participate in the Reinves~ment Zone. In addition, the City covenants and agrees that it will not dissolve the Corporation and that any mTn, al of the right and power to collect the Tax Increments will not be effective until all Bonds and Corporation Obligations of the Corpon~l/on have been paid in full or until they am legally defeased. The City and the Reinvestment Zone further covenant and agree that they will make all payments as set fot~ in Article IV.B. above, by a direct deposit into the Pledged Revenue Fund, without counterclaim or offset, but minus any expenses incurred by the City in connection with the collection of the Tax Increments. -9- F. Obli~tions of City and the Reinvestment Zone to be Absolut0. The obliga~on of the City and the Reinvestment Zone to make the payments set forth in this Agreement fiom Tax Increments shall be absolute and unconditional, and until sneh time as this Agreement, all Bonds and Corporation Obligatiens ineuned pursuant to this Agreement have been fully paid or provision for payment thereof shall have been made in accordance with their terms or the date of expiration of the Reinveslment Zone, whichever comes first, the City and the Reinvestment Zone will not suspend or discontinue any payments provided for in this Agreement and will not temfinate this Agreement for any muse, including, without li.,?.;~ the generality of the foregoing, the failure ofthe Corporation to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Agreement. Nothing contained in this section shall be construed to release the Corporation from performance of any of the agreements on its part contained in this Agreement, and in the event the Corporation shall fail to perform any such agreement on its part, the City may institute such action against the Corporation as the City may deem necessary to compel performance so long as this action does not abrogate the obligations of the City and the Reinvestment Zone to make the payments set forOa in this Agreement to pay the Bonds of the Coxpomtion or to meet its Corporation Obligations. V. PERSONAL LIABILITY OF PUBLIC O~'101CIALS To the extent permitted by State law, no director of the Corporation, nor any employee or agent of the Corporation, no director of the Reinvestment Zone, nor any employee or agent of the Reinvestment Zone, and no employee of the City, nor any councilmember or agent of the City, shall be personally responsible for any liability arising under or growing out of this Agreement, or operalions of the Corporation under the terms of this Agreement. LAW TO BE OBSERVED The Corporation at all times shall observe and comply with all federal and state laws, local laws, ordinances, orders, and regulations of the federal, state, county, or city governments. VII* INFORMATION The Corporation shall, at such times and in such form as City may require, furnish periodic information concerning the status of the Corporation, the Reinvestment Zone, and the performance of its obligations under this Agreement, and such other statements, cex'dficates and approvals relative to the Corporation and the Reinvestment Zone as may be requested in writing by the City. The City shall provide the Corporation with such information as may be necessuly for the Corporation to satisfy its continuing disclosme obligation as set forth in the Bond Documents. -10- VRL COORDINATION WflH CITY OYFiCIALS The Corporation will coordinate its activities with the City Manager or the City Manages de~'lgIlg. Nothing in this Agreement is intended to confix upon the Corpomfon the right to use, improve, or service any City property without the approval of the City. IX. ADDRESS AND NOTICE Any and all notices and c, onmmnications under this Agreement shall be mailed by fixst-class mail, or delivered, to the Corporation at the following address: Chair, Board of Directors No~u~ Padre Island Development Corporation 1201 Leopard Street Corpus Christi, Texas 78401 Any and all notices and communica6om onder this Agreement shall be mailed by first-class mail, or delivered, to the City at the following address: city Manager City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Any and all notices and communications under this Agreement shall be mailed by first-class mail, or delivered, to the Reinvestment Zone at the following address: Chainmn Reinvestment Zone Number Two, City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 X. APPLICABLE LAWS THIS AGREEMENT IS MADE SUBJECT TO THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS. -11- CAPTIONS The captions at the be~'nning of the Articles of this Agreement are guides and labels to assist in locating and reading such A~icles and, therefore, will be given no effect in construing this Agreement and shall not be restrictive of the subject matter of any article, section, or part of this Agreement. SUCCESSORS AND ASSIGNS This A41rcemont shall bind and benefit the respective parties and their legal successors, and shall not be assignable, in whole or in ~ by any party heseto without first oblong the written consent of the other party. Nothing herein shall be construed as creating any personal liability on the pa~ of any officer or agency of the City, of the Reinvesh~nent Zone or of the Corporation. XHI. TERM AND TERMINATION, DISSOLUTION OF CORPORATION A. In General This Agrcemant shall become effective, and its initial term shall begin, on the date of execution by all parties, and shall end upon tenninalion of the Reinvastmant Zone. B. Tenninalion for Cause. A party may temfinate its performance onder this Agreeanent only upon default by another party. Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of this Agreement required to be performed or observed by that party. Should such a default occur, the paxty against whom the default has occurred shall have the fight to terminate all or part of its duties under this Agreement as of the thirtieth (30th) day following the receipt by the defaulting party of a notice describing such default and intended termination, provided, that soch termination may be stayed, at the sole option of the party against whom the default has occtm'ed, pending cure of the default. No termination of this Agreement will affect the obligation of the City and the Reinvestment Zone to pay from Tax Increments an amount which will permit the Corporation to pay the Bonds or any Corporation Obligations issued or incmred pursuant to this Agreement prior to termination. C. Dissolution of Co _rpomtion or Reinvestment Zone. The City agrees not to dissolve the Corporation or the Reinvestment Zone unless it makes satisfactory arrangements to provide for the payments of the Corporation's bonds, notes, or other Corporation Obligations incmm:l prior to the Corporation's dissolution. AMENDMENT OR MODIFICATIONS Except as otherwise provided in this Agreement, this Agreement shall be subject to change, amendment, or modification only by the mutual written consent of the parties hereto. The foregoing notwithstanding, no amendment shall become effective until the parties have received an opinion of nationally-recognized bond counsel selected by the Corporation and approved by the City to the effect that -12- such armmdm~nt will not ~y adversely impair the fights of the owners of any outstanding bonds, notes or othe~ obligations issued by the Corporation. XVe COUNTERPARTS This Agreement may be executed in any number of counteqmrts, each of which shall be regarded as an original and all of which shall constitute one and the same instruraem. [EXECUTION PAGE FOLLOWS] -13- DATED as of February 1, 2003 NORTH PADRE ISLAND DEVELOPMENT CORPORATION THE CITY OF CORPUS CHRISTI Chairperson, Board of Directors Mayor ~FI'EST: Secretary, Board of Directors City Secretary REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS Chairperson, Board of Directors Secretary, Board of Directors -14- NORTH PADRE ISLAND DEVELOPMENT CORPORATION AGENDA MEMORANDUM February 25, 2003 AGENDA ITEM Resolution authorizing the issuance of North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003, in an aggregate principal amount not to exceed $3,000,000; approving an indenture of trust and other contract documents relating to the bonds; and containing other provisions related thereto. REQUIRED CORPORATION ACTION: Approval of the resolution authorizing the issuance of North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003. PREVIOUS CORPORATION ACTION: On October 3, 2002, the Corpus Christi City Council approved a Resolution approving the formation of the North Padre Island Development Corporation and approved its Articles of Incorporation and bylaws. On November 27, 2002, the Trustees approved the bylaws and elected the officers of the North Padre Island Development Corporation. On December 17, 2002, the City Council appointed the members of the City Council to serve as the Board members of the North Padre Island Development Corporation. RECOMMENDATION: It is recommended that the Corporation approve the Resolution authorizing the North Padre Island Development Corporation to issue North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003, in an aggregate principal amount not to exceed $3,000,000; approving an indenture of la'ust and other contract documents relating to the bonds; and containing other provisions related thereto. Director of Financial Services RESOLUTION AUTHOIHZi~qG ~ ISSUANCE OF NORTH PADRE ISLAND DEVELOPMENT CORIN)RATION TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2003, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3 MILl,ION; A]~PROVING AN INDENTURE OF TRUST AND O'I~HI~:R CON'I'IC~CT DOCLTMg~NTS RELATING TO THE BONDS; AND CONTAINING OTI~.R PROVISIONS BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE NORTH PADRE ISLAND DEVELOPMENT CORPORATION: ARTICLE I WHEREAS, by Ordinance No. 024270, adopted on November 14, 2000 (the "Creation Ordinance"), the City of~ Chri~ Te~zs (the "City"), created a tax in~t~ment reinvestment zone known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas" ("TIRZ Two"), pursuant to the provisions of Chapter 311, Texas Tax Code, and ~i,a,ved a prellm~ reinvestmem zone financing plan for'rmZ Two; and WHEREAS, by Resolution No. 025040, adopted on October 8, 2002, the City authorized the creation of thc North Padre Island Develol~ment Corporation (the "~on") to aid, assist and act on tho c~,m6,on good alld ggl~eral welfare of the City, as d~'fgribed in the Cl'etttion Ordinallge; alld WHEREAS, on February 25, 2003, the City is expected to a~,~,ve that c~£min Agreement by and between the City, TIRZ Two, and the Corporation a_~ _md as of February 1, 2003 (the "Tri-Party Ag~mnene~), pursuant to which the Cot~-,6on wm delegated the power and auth~,dty to adml.~ TIRZ in ~ with the t~ms of the Tri-Pazty Agreement; and ~, the City is not located in a ceunty with a populatim of 2.1 million cr more residents; WHEREAS, as penniva~d by Chapt~ 431, Texas Transportation Code, as amended, the Corporation desirez to issue Bonds upon the terms and conditions and for the purposes herein provided. ARTICLE H DEFINITIONS AND INTERPRETATIONS The term "Desi~ Trust Off~ce" .,d~an mean the dmigm~ coqxn~ tn~ office of the Registrar, whiclx, as of fl~ date of adoption of this Resolmion, is locamd in Dallas, Texas. The ~enn "lndentu~" ah.all mean lhe Indentm~ of Trust daled as of Februmy 1, 2003 between the ~on md JPMorgnn Chase Bank, and its succe~som in that capacity. The ~m "NRMSIR" means each person whom the SEC or its staff has determined w be a The Uam "Rule" m e am SEC Rule 15c2-12, The ~m "Series 2003 Bonds" ,m' "Bonds" ahall mean the Cm'p~.ic~'s Tax Ina, ement Contract Revenue Bonds, Series 2003, autho(.,~d by this Resolution. pu~oses se~ forth herein and to sus~ ~e validity of the pledge of the Pledged Revenues to secure ~he payment of~he Parity Bonds. ARTICLE TERMS OF THE BONDS Co,ts of Lssuance, all under and pursuant m the authol~ of the Act and all other applicable law. None of the pwceeds of the Series 2003 Bonds shall be used for the purpose ofpay~ or othenvise providing -3- · e ~ Contract wi~ the Underwriter. Interest onthe Series 2003 Bonds shall be Inynble ~mthe date or dates described in the Purchase Comract (the "Inte~st Payment Dates"). The Series 2003 Bonds ~'~11 bear interest at the fixed ta~e or rates per tumam calculamd on the bosis of a 360-day year oftwe~e 30-day months, as set forth in the Purchase Contract. 'fhe~e shall be set forth in g~e ~ Comract the pfinc'q~l ~nnount of ~he Series 2003 Bonds to be sold (in no event, however, to exceed the maximum date or dales for the Series 2003 Bonds (the "Pfincipol Immllmem Paymem Dntes") and the des'~nation of any of the mn.,,ities of the Series 2003 Bonds as te~n bonds and any slnl6n$ fund lmyments to be features of the Series 2003 Bonds, ~he rate orrates of interest to be borne bythe Series 2003 Bonds, the dated dam of ~he Series 2003 Bonds 0he "Dnted Date"), and other matte~ relating to the is~nnce, sale 2003 Bonds; provided, that the Purchase Conlract must provide for the Series 2003 Bonds to be sold onterma that produce (i) interest rate or rates ~r ~he Series 2003 Bonds in a multiple of 1/8 of 1% or 1/20 of 1% or 1/100 of 1%, (h} a "net effecgve ~=st rate" not in excess of 10.00%, (ih') a final mmur~ date of the Series 2003 Bonds ~mI shall not extend beyomi December 15, 2022, and (iv) intern-st trees such that ~he highest inl~n~ rote on any Series 2003 Bond does not exceed the lowest interest ra~e on such Series 2003 Bonds by more ~n 4.0%. 'fhe Au~nized Representative's approval of the Purchase ,~x-fion3.3: Execution of Sexiea 2003 Bond~. The ~ 2003 Bonds shall be signedonbehalf lithographed, or fncslmile signatu~ Such fncsim~e si~m~m~es on the Series 2003 Bonds shall have lhe same eff~t as if each of thc Series 2003 Bonds had been signed mnnuafly and in person by each of said office~s. If any office~ of ~e Corporation who~e manual or fn~'wm'le signature shall appear on the Series 2003 Bonds shall ce~ze to be such officer before ~he amhenfication of such Series 2003 Bonds or before · e delivery of such Series 2003 Bonds, such manual or famim~ signn~ge shall ~le~ be valid 2003 Bonds to be initi'~y issued and delivered ~ the UMerwriter. hereunder. exchange for other Series 2003 Bo~ds shah bear the same Dated Date as the Series 2003 Bond or Series 2003 Bonds presented lbr transfer or exchange. red~mpilon, at the De~na~edT~ ~. The imerest on each Series 2003 Bond shall be payable by Date to the Owner of ~ as of the Record Da~e, to the address of such Owne~ as shown on the Regisi~, or by such other method, acc~iable to fl~e Reg~hm, ~quested by and a~ the risk and expense of the Owner. Ifit~e date for the payment ofl~hg~al or int~est on any Series 2003 Bond is not a Business Day, then the a_~ for such payment shall be the next succeedin~ Busine~ Day, and payment on such da~ .~11 have lhe same force and effect as if made on the oriEinai date such payment was due. 2003 Bonds. The Corporation l~serves the right to change the Regisu~a for the Series 2003 Bonds on not on the Serie~ 2003 Bonds. Promptly upon the appoiatment of any succe~or RegisUar, the pl~vious each Owner, by United State~ mail, fa~t class postag~ prepaid, of such chaa~ and of the address of the Section3.8. ~;iial~al~tli!l~l~. ffintere~ on any Series 2003 Bond is not paid on any lnterest Payment Date and tun, hues unpaid for ~ (30) days ~at~er, ~he Registrar s~n establish a new record da~ forlhepayment ofsuchinterest, tobe known ns a"Special RecordDat~." The Regisu~u shall -5- Date, to each Owner or reco~d of ~m affected Series 2003 Bond as of the close of business on the day ma g or such .o ce. whether or not such Series 2003 Bond is ov~__~e, aad neither the Coqxxation nor Ihe Registrar ~ ~ disct~ge lhe liability of lhe ~on and lbe Regksw~ upon such Series 2003 Bond to the extent of become due and payable .shall be reported and di.spo~xl of by the Registrar in accordance with the applicable provisions of Texas hw inclvdin~, to the ~ applicable, Title 6 ofihe Texas Property Code, Se~ 3.10. _Rel~gimmian _ Tr~t~,fer_ and F~xchsn ? So long as any Series 2003 Bonds ~,~n reasonable xegulafiom as it may presoibe, the Re~h~ shall provide for the tegi~h~ion and transfer of S~ries 2003 BoMs in accordance with the l~ms of this Resolmioa. Each Saie~ 2003 Bond shall be wansferable only upon the p~v~aiailm and sun~gier the~f at RegisUar. Upon due presen~on ofany Serles 2003 Bond in l~per form for Wansfer, the Registrar .h~l! Series 2003 Bond or Series 2003 Bonds, registered in the name of the i~aasf~ or Wansf~s, in bearing interest at lhe same rate as the Series 2003 Bond o~ Series 2003 Bonds so presented. Anlnhlng to the couhmy hen~in notwithstanding, no Series 2003 Bond shall be issued in a denominmion of ~ ~ $100,000. Ali Series 2003 Bonds shall be exchan~ble upon prezentation and sunvader thereof at the Desi~t, ns~ed Trust Office of lhe Registrar for a Series 2003 Bond or Series 2003 Bonds of the same to the unpaid principal amount of the Series 2003 Bond or Series 2003 Bonds presented for ear,rage. with this Sec~oa 3.10 shall be ~atltled to the bem~ md secmity of~is Resolution to ~he san~ exit m the Series 2003 Bond or Setie~ 2003 Bonds in lieu of which such Serim 2003 Bond is delivered. or exchange of such Series 2003 Bond. Any ~e or charge of the Re~ for auch transfer e~ e~ehn%~e howev~, that this lime'on slmll not npply to the exchange by th~ Own~ of the umedeemed ~on of a Series 2003 Bond called for n~-,mption in parc Section 3.11. Cancellation of Series 2003 Bonds. All Series 2003 Bonds paid or redeemed in accordance wi~ this Resolution, and all Series 2003 Bonds in lieu of which exchnn~ Series 2003 Bonds canceled and ~neafter ~reated in accordnnce wilh ~he Reg~Um~s document rea~don policies. Mutilated. Lost_ o~ Stolen Series 2003 l~,~rk, Upon the presentation and su~trmder to ~he Regism~ of a mu~lated Series 2003 Bond, fl~e Registrar shall aufl~n~ _e~_ e and dellver in exchange therefor a replacement Series 2003 Bond of like nmnn~y, Dined Date, intet~st rme nnd principal amount, Owner of such Series 2003 Bond to pay a sum suffickat to cover my tax c~ other gov~al charge fee~ and expemes of ~he ~. If any Series 2003 Bond is lost, apparently destroyed, or wrongfully ~aken, the Corporation, pursuant to the applicable laws of the S~ate of Texas and in lhe absence of notre or knowledge that such Series 2003 Bond has been acquired by a bona fide purchaser, shall execute and lhe Registrar shall authenticate and deliver a n~placement Series 2003 Bond of like maturity, Dated Date, inierest rate and ciro~.~ances of the lo~, destruction ~- thor of such Series 2003 Bond; -7- (3) If any such mutilated, lost, app~:aily desuoyed or wrongfully ~ ~ 2~3 ~ ~ ~ or is about to become due and payable, the Cotpomtioo in its discism may, instead of issuin~ a replacement Series 2003 Bond, aulhot'~ ~e Registn~ to pay such Series 2003 Bond. Eachreplacement Series 2003 Bond delivered in accontance with this Section 3.12 shall be ~uiiilod to the ben~fii~ and security of tiffs Resolution to ~e s~ne extent as lhe Series 2003 Bond ~ ~ 2~3 Principal amoums may be redem~ only in imegral mul~les of $5,000. If a Series 2003 Bond subject to redeua, ilon is in a d~ larger thaa $100,000, a portion of such Series 2003 Bond may be redeemed, but only in imegml multiples of $5,000 and so long as ~e um'edeem~ lxmion of any Series 2003 Bcads so redeemed in part is not less than $100,000. Upon sunender of any Series 2003 Bond for exchan~e~ therefor a Series 2003 Bond or Series 2003 Bonds of like maturity, Dined Date, and interest rate in an aggregate pihtcipal ~nount equal to the umedeemed portion of the Series 2003 Bond so sunvadered. the ted~iiiptlon date. the re~mpfioo l~ice, the place at which Series 2003 Bonds ate to be su.,~udered fo~ payment and, ifle~ than ail Seri~ 2003 Bonds Oui~ia~llng ofa paflicular ma~nRy a~ to ~ ~ the numbem oflhe Series 2003 Bonds or portiom thereof of such maturity to be redeemed. Any notice -8- provided, the Series 2003 Bonds or portions thereof so redeemed shall no longer be regarded as Ou~standlng except for ~e propose of receiving payment solely fix~n the funds so provided for mde~al~on, and lhe ~his of the Owners to collect interest which would othenvise accrue after the redemption d~__ e on Should o~h~ o fthe Series 2003 Bonds be established in accordance with the book-e~'a'y-only m,61'y DTC fl~t in the exe~ise by DTC ofthe selection of S~ries 2003 Bonds for redempGon, ~e Series 2003 Bonds shall be so selected by DTC in such a maturer flint no beneficial owner of Series 2003 Bonds shall own ~ than $100,000 in p£~c~pai amount of any Series 2003 Bonds of any one maturity. ~: l,~l~LJ~t~g~. THE SERIES 2003 BONDS ARE A LIMITED OBLIGATION OF THE CORPORATION, PAYABLE SOLELY OUT OF THE TRUST ESTATF_~ WHICH IS THE SOLE ASSET OF THE CORPORATION PLEDGED THEREFOR. THE SERIES 2003 BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT CONSII'IU'fI~ WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL PROVISION, AN INDEBI'P_DNF_,SS, AN OBLIGATION OR A LOAN OF CREDIT OF THE Cl'rY OF CORPUS CHRISTI, THE STATE OF TEXAS, ~ COUNTY, TEXAS, DEL MAR COI.IFGF~ NUECES COUNTY HOSPITAL DISTRICT, RF. INVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS, ORA_NY OTHER MUNICIPALITY, COUNTY, OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF TEXAS. NErlH~ THE Cl'lY OF CORPUS CHRISTI, NUECES COUNTY, TEXAS, DEL MAR COLLEGE, NUF_~ES COUNTY HOSPITAL DISTRICTNORREINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS ARE OBLIGATED TO MAKE PAYMENTS ON THE SERIES 20O3 BONDS. FORM OF SERIES 2003 BONDS AND CERTIFICATion Secti~ 4.1: Forms. Tae form of the Series 2003 Bonds, including ~e foma of the Regist~s authenticaficm cerl~cale, the fo~m ofasaigumen~, and the fo~tu of the Ceru~b. ulle~s R. egialna~n Certificate this Reaolmie~ -9- ARTICLE V Bonds may be issued only in accordance with the provisiom of A..-lide m of the Indents. available for such purposes. Section5.3: Resente~d. No Reserve Fund has bee~ estnblished for thebenefltof~he Series 2003 Bond~ The Cotporafioo reserves the right to establish a Reserve Fund for the benef~ of &e Series 2003 Bonds o~ any Additional Parity Bonds. GENERAL COVENAax~YS TIRE Two, the ~on or the Hedged Revenues. The Coil~o~aiion shall al~er the close of each fiscal year ea,.ne an Audit ~o be prepared by ~ independent cel~ied public accountant or independent f. ln of or encumb~msge $o secure the ~ of any debt o!' obligation of lhe Coqxrafion, unle~ such lien, pledge or enmmhrance is junior and subordinate to the lie~ and pledge securing payment of the Parity to sub~ction (a) of Otis Section 6.4 shall constitu~ a ~ ~ ~ ~ ~ ~ only ~o the tights, if any, of the holdem of bonds or other obli~o-~ions that have been heretofore or are hereat~er issued by a Participant that are payable from and secured by a general levy of ad vakazm taxes ila~out the taxin~ (c) Each of the Participants has agreed to conm3c~e its Contract Tax ln~c~s~ent ~o the Tax Imacment Fund, in accordance with the Act aad its Pax~icipant Contract, and that each of the Participant, 100% ofi~ Tax ~ Each °f the Pa~' °ther than lhe District' has agreed t° c°nm'but~ its ~u~ct Tax lncrcmem to the Fund for the i~au of the Zone, whict~ is scheduled to expke on December 31, 2022. In the District Agreement, the District has agreed to couuibute 100% of its Comract Tax the seventh year of the District Agn~m~ent, 40% of its ConUact Tax Increment to the Fund in flae ei~tyhth year of the District ~ 20% of its ConUact Tax In~a~,~'~ to the Fund in the ninth year of the The Corporation will use reasonable efforts to cause lhe Participants to levy aad annually asse~ and collect -11- pursue all Logal remedies affozxled by lhe Conslimli~ and laws of lhe Slale of Texas to compel ~he Co~1~ to ~-medy such default and to pz~nmt further default or defau~ Wkhout in any v, ray limlting duties requited to be perfu~med by the Coq~on under this Resolution, the d~posit of the Pledged an available remedy. The sole source of the Coqxamion ava~ble for the payment ofdebt service on the of such Parity Bonds plus inte~st ~qeon to the date of ms~ity o~ nxlempfion, or (ii) pmsuant to an escrow or trust agreement, cash and/or direct nonc~lhhle, nonprepayable obligations of the United States of America, in lalucipal amoums and mamrilies and beating in. cst at rates sufficient to provide for the thereon to the dine of maturity or redem~on; p~ovided, however, that if any of such Pazity Bon~ ~ to ofred~on as ~ovided in the resolution authori~n~ such Parity Bona~ Upon such ~posit, such Parity Secti~ 6.7: _Re~ and Trustee May Own Parity Bonds. The Registrar aad Trustee for the Pa_fry Bonds, in their individual or any other capacity, may beco~ holdem or pledges of the Parity Bonds n~in~: any o~cial ofthe Corporation or any pemon execuling any pa~'y Bonds. No member ofthe Board -12- nile of law, or by the enforcement of any assessment or penalty, or ~, all such liability being extxessly released and waived as a condition of and in consideration for the adoption of this Resolution and the issuance of &e Series 2003 Bonds. hereat~ executed and delivered by the Coqx~fion of the nntu~ described in Section 5.2. PROVISIONS CONCERNING SALE AND APPLICATION OF PROCEEDS OF ~F. RII~_R 2003 BONDS Section 7.1: Execution of Documents to Effec~ Sale of Seriea 2003 Bcmdn An Authorized Repres~ui~ve and other ~JF~priate officers, ageat~ ~md ,~;S~u~ of the Co~orafion are hereby aulh~iz.~l to do any and all ~hln~ necessary or desirable to lnuv'ide for the issuance and delivery of the Series 2003 Bonds. an Aulhofized Rel~es~uiazlve. Secti~8.1: ~. The Cotporationcovonamsto~fi~dn from any action which would adversely afi~ct, or to take any action to assure, the tremmgm of the Series 2003 Bonds as obli~omlnns descried in section 103 ofthe Code, the imerest on which is not includable in the "gross income" oftheholder for proposes of federal income taxafion~ In futthe~m~ce thereof~ the Coqatrafion cove~u~ as follows: (a) to tak~ any action to assure that no mom than 10 percent of the proceeds of the Series 2003 Bonds or the projects financed therewith Oess amoums deposited to a reserve fund, if any) are used for any"prival~ business use", as defined in section 141(b){6) of the Cod~ or, if mom than 10 percent of the proceeds are so uaed, that amounts, whether or not received by the -13- or any und~lyi~ anangemea, directly or ir~ty, secu~ c~ p~c~e for the payment ofm~e than 10 percent of thc debt service on fl~e Series 2003 Bonds, in contravention of section 141(b)(2) of the Code; or ~he projects Sn~ed ~ Oess mnounts deposi~l int~ a xesexve fund, if any) then the amour in excess of 5 percent is used for a "private business use" which is "~elated" and not "digxopo~onate", within the me~nin~ of section 141(bX3) of the Code, to the governments! use; (c) to ~ake any action to assu~ tl~ no mnount which is 8rea~r than lhe ~ser of $5,000,000, or 5 percent of the proceeds of~e Series 2003 Bonds (less amounts deposited into local gov~ental units, in c~uavemion of section 141(c) of the Cod~; (d) ~o refrain fi~'m talfing my aclion which would othev0vise result in tho Series 2003 Bonds being tm~ as "private activity bonds" within ~he meming of section ~4~(a) ofihe Code; investment property (as defined in sec'don 148(b)(2) of the Code) which produces a martially hi~her yield over ~he te~m of ~he Series 2003 Bonds, off,er than investment property acquired w~h (1) proceeds of the Series 2003 Bonds invested for a reasonable tempotm-y period of three yem~ or less until such proceeds are needed for the puqx~ for which the (3) amours depcsi~ in any reasonably ~luired reserve or replacement fund to &e extent such amounts do not exceed 10 peri.at of~he proceeds of the Series 2003 Bonds; (g) ~o otherwise restrict the use ofthe proceeds of&e Series 2003 Bonds or amounts tremed as proceeds of the Series 2003 Bonds, as may be necessm-y, so that the Series 2003 a~mge) and, to the extent applicable, secfon 14~(d) of the Code (~elming to advance th) to pay to the United Siai~ of America at least once during each five-year period ~ on the dine of delivery of the Series 2003 Bonds) an amount that is at least equal to 90 percem of the "Excess Eamln~", within ~ meanln~ of section 148(0 of the Code and to pay to the Uni~d Sta~es of America, not lator than 60 days afar ~e Series 2003 Bonds have been paid in full, 100 percent of the amount ~'n required to be paid as a r~ult of Excem Ea~ under section 148(0 of the Code. the refunded bonds expended prior to the dine of the issuance of ~he Series 2003 Bonds. It is the understa~in~ of the C.o~I~a&m tl~ the coverum~ ~/ned herein ~e i~i~mted to assure compliance with~he Code and any n~gulations or rulings l~o~ulgated by the U.S. Delmmnent of the Treasmy ~ provisions ofthe Code, as applicable to the Series 2003 Bonds, the Cc~I~on will not be required to nalieoa~y-reco~ i:,ed bond counsel, vall not adveisely affect lhe ex.~ from federal income taxalion ofim~estonthe Series2003 Bonds under section 103 ofthe Code. In the event flmt regulatiom ormlings are l~,eafier promulgated which h~pose ~ddifional requ~.ents which are applicable to ~he Series 2003 opinion of nationa~-nxogn~ i.~ed bond counsel, to preaenm the eymuptlon fi~m fedend income taxation of interest on the Series 2003 Bonds ~ma~r section 103 of the Code. In furthenmce of the forgoing, my Autholized ~ may execute any cetlificates or oth~ ~ by ~he Code trod ~o make the propose for the issuance of the Series 2003 Bonds. In order ~o facili~ compliance with ~he above clause (h), them has been established in the Indenture a ~.ebate Fund" for the sole benefit of the United Stai~s of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limgiaik~ the Registered Owners of ~he Series 2003 Bond~ The Rebate Fuml is esmblish~ for ~he additional purpose of compliance with section 148 of~he Code. made or (b) each such Project is completed. The ~ing notwithstanding, the ~ shall not expend such proceeds or inves~nent eami~ more than 60 days atter the later of (a) the fu~ annivee~xy of the _a~t. ~ of delivevj of~e Series 2003 Bonds or Co) the d~__me, the Series 2003 Bonds ate ~tired, unless such expenditure will not adven~ely affect the tax-exempt smms of &e Series 2003 Bonds. For purposes -15- and disposed of in the ordinav] (x)m~ of business .~nall not be treated as a ~mmcfion resulting in the receipt ofcash or other c~u~oensafion. For purlx~es oftl~ Section. fl~e Coq~.ion ~d~all not be obliga~d income of the interest on the Bonds. CONTINUING DISCLOSURE LrNDERTAKING Cu,,a,,ence rn~kln~ such mmual filin~ with the SID (ff any, and if ntme, to each NRMSIR) in lieu of h acco~L~ce with the acco~,~fi~g ~i~ciples descn~:~d in Exhibit B hereto, or such other accountln~ mg.l.~:m, and (2) audited, iflhe Corpo~oa cx.~.~i~iom a~ audit of such ~u~rme~ts and ~he audit is or may be included by specific ndenmce ~ my document (inclo&nS m offidal ~ or o~her offeffng SEC. -16- 6. Adverse tax opiniom or ~v~ affecting the tax-exemlX status of ~h¢ Bonds; 7. Modificafiom to figl~ of holders of the Bonds; Defeasaaces; 10. Release, substitution, or sale of prope~ ~ ~yment of the Bonds; and or applicable law that causes Bonds no longer to be Oht~Sing. right, t~uedy, or claim he~-under to any other persoir The Coq~a~ion undea~a.l~ to provide only the financial infumu~io~ op~g cl.,tn, fimm~ sm~emea~ and notices which it has expressly agreed to provido pu~uant to this Article and doea not h~a~y unde~ke to provide any olher information tha~ may (c) UNDERNO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2003 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROMANY BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT ON 1TS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND -17- ~Y OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. of the Rule since such offering as well as such changed ci~mmances and (2) either (A) the holders of a (B) a person that is ~mf~Vaxl wi& the Coqx~a~o (such as na~onally recognized bond counsel) ofthe Bond~ ffd~e Coq~on so ame~ls ~he fa~4sions oflhis Article, k shall include wi~ ~my amended hah'afire foam, of the reaseo for the amendment and of the impoct of any change in &e type of financia] ARTICLE X AUTHORIZATION OF AGREEMENTS limimfim ~he following: the lndentme of Trust by and bemeen the ~ and JPMorgan Chase Agmc~aent by m~d between ~he Corporation and ~PMorgan Chase Bank, in su~um/~lly the form attached hereto as Exhibit C; flae Purcl~se Co~ct, i~ subsm~*lly the foma ~twhed h~¢/o ~ ~ D; ~ Tfi- and agreements re.oriOle ~ ~ m issue the Bonds (collectively, the "Agreements"). The Bo~d, necessaxy and advisable. of said toeing was given, all as required by the Texas Open Meetings Act, Chapter 551, Texas Govu~t Code. ~: ~ Nothin~inthisResolu'don e0q:m~ssedor i....,lJedisin~nded or shall be construed to confer upon, or to give to, any person or entity, oth~ tlmn lhe Coqxrafion, the Regi.~Um, and the Owne~ of the Series 2003 Bonds, any right, remedy or chim under or by reason of this ag~eemems in this Resolution shall be for the sole and exclusive benefit of the Coqxrat/on, the Registrar, and the Owners of the Sedes 2003 Bonds. PASSED AND APPROVED this 25th day of Febnuu'y, 2003. Name: ArreST: Name: T'al~: ExI~mlT A: United States of Amedca State of Texas NORTH PADRE ISLAND DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BOND SERIES 2003 MATURITY DATE: DELIVERY DATE: CUSIP: REGISTERED OWNER: PRINCIPAL AMOUNT: The NORTH PADRE ISLAND DEVELOPMENT CORPORATION (the "Issuer"), a not-for- profit local gove~umcnt corpot~s/ion created under authority of Chapter 431, Subehapter D, Texas Transportation Code (the "Act") by the City of Corpus Chris~ Texas (the "City"), for value received, sure.der of this Bond at the desi?~ed coilc~aie uust office in Dsli~; Texas (the "Desi?~xi Trust any coin or ~ of the United S~dvs of Amerk2 which on the ~¢ of payment of such p.~-i~l is legal ickier for the paym~t of debts due the United Sta~s of America, and to lmy, solely from such Pledged l~venucs, in. est thereon at thc ra~ shown above, calo~l~d on the basis of a 350-day year of twelve 30-day months, from the later of the Deliv~y Da~ of the Bonds specified above, or the most receni by check on September 15 snd March 15, be~i~'nning c~ September 15, 2004, mailed ~o the Registelv. d Owner as shown on thc books ofn~gi~on l~pt by tbe Registrsr as oftbe last Business Day of the month is no~ p~id on any ~ l~ym~ ~ specified above, and continues un~d for thirty (30) days ~, tbe Registrar slmll establish a new Record Da~ for the payment of such interest (a .~cial Record Date"). Such Special Record Dat~ shall be established in accordance with the terms of the THIS BOND IS ONE OF A DULY AUTHOI~IZF. D SERIES OF BONDS dal~d as of ,2003, agg~'gating $ , issued for the propose of(l) paying Project Costs, (2) capitalizing h,i~,,~st ou the Bonds, and (3) paying Cc~s of Issuance, all under and pmsuant to lhe authority of the Act and all other applicable laws, and a lzsolution adopl~ by the Issuer on February __, 2003 (~e "Resolmion'% None of ~he proceeds of the Bonds shall be used for fl~e purpose ofpaying THIS BOND AND THE SER]F~ OF ~CH 1~ IS A PART a~e Hmlted obli~o~tlons of the ]~er ~hu ar~ payable flora, ~md a~ equally mud mU,bly secured by a firs~ lien ~i~ "l~edged ~", as d~f~led and provided in ~e Indeature of Trust, which Pledged Revenue~ ~e n~quimd to be set azide and the series of which it is a pan, ~il~r with the inlm'est thereon, am payable solely from such Pledged THE BONDS may be redeemed only in lalucipal smounls of $100,000 or any integral muliiple of $5,000 in excess thereof, at the option of the Issuer, on , , or on any date thereaiier, a~ the nxl~ml~41~ price indicated below (e~xl as a percentage of par value) plus accrued inte~st to provided,further, that no Bonds nlmil be redeemed in a mmme~ where file Registered Owner thereof shall own Bonds in a dimmomi,,~ou ofle~ than $100,000. THE BONDS arc also subject to mandatory nxlen~ioa in part by lot on in the follow~g ~ a~ in the following amount, at a lxice equal to the p,h.cipal amount thereof and accrued * lrmal Maturity THE PRINCIPAL AMOUNT OF BOHDS required to be redeemed on each such redemption can~llafion or (2) ~hnll have been a~lui~d ~ ~ncele~l by tl~ Rogistmr at lbo ~ of~ ~, ~ either case of(l) and (2) at a pri~e not exeeoding the par or lxin~ipal amount of such Bonds, or(3) shall c~xlited ~ s msmt~j slnlcln~ fund ~ Dtaing any period in which ownemhip ofthe Bonds is determined by a book r. aixy at a s~urities deposito~ for the Bonds, if fewer than all of the bonds of~ mnount that would ~sult, upon exchange, in a Bond in a denomination less than $100,000. UNLESS WAIVED BY THE OWNER, NOTICE OF ANY REDEMFrION shall be given at least thirty (30) days prior to the datefixed for redemption by flint class mail, ~daressed to the Re~ Owners of each Bond to be ~gleemed in whole o~ in part at the ~ ~ ~d0ress shown on the books ofmgis~ation kept by lhe Regi~m. When Bonds or portions the~ofhave been called for redomptioo, and due provision has been made to redeem the same, ~he la.pal amoums so redeemed shall be payable solely from the funds provided fi~r redemption, and intere~ which would otherwise accrue on the amounts called for THIS BOND IS TRANSFERABLE only upon pl~emafi~ ~md sur~nd~ at the DesiLzn~l Trust THIS BOND IS EXCHANGEABLE a~ the D~ Trust Ofl~ce of the Registrar for Bonds in Ffi~ipal amo~ms only in Authorized Denominafiom, subject to the terms and conditions of~e DURING ANY PERIOD in which ownemh~ of the Bonds is determined only by a book ~ui~y at a securities depository fc~ the Bonds, if fev, m'd~n all ofth~ Bends ofthe s~ne m~m~'y and be~i~gthe THE BONDS ARE A LIMITED OBLIGATION OF THE CORPORATION, PAYABLE SOI.EI.Y OUT OF THE TRUST ESTATE, WHICH IS THE SOLE ASSET OF THE CORPORATION PI.I~GED THEREFOP~ THE BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT CONST1TDri~, Vgl'll-flN THE MEANING OF ANY STATUTORY OR CONSI'rrOTIONAL PROVISION, AN INDEBTEDNESS, AN OBLIGATION OR A LOAN OF Cl~f~lT OF THE CITY, THE STATE OF TEXAS, NUECES COUNTY, TEXAS, DEL MAR COI.I.FG~ NUECF.$ COUNTY HOSPITAL DISTRICT, REINV~TMENT ZONE NUMBER TWO, CITY OF CORPUS CI-H~STI, TEXAS, ORANY OTHER MUNICIPALITY, COUNTY, OR OTHI~ MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF COUNTY HOSPITAL DISTRICT NOR lZF. INVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS ARE OBLIGATED TO MAKE PAYMENTS ON THE BONDS, SHOULD EACH PARTICIPANT TIMF. I ~Y CONTRIBUTE ITS T AX INCREMENT TO THE TAX INCREMENT FUND, AND THE CITY TRANSFERS ALL OF THE TAX INCREMENTS FROM THE TAX INCREMENT FUND TO THE ISSUER IN ACCORDANCE V~i'! H THE TERMS OF THE TRI-PARTY AGREEMENT, AND SUCH TAX I~CREMENTS TO TRANSFERRED ARE NOT SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS ON THE DATE WHEN SUCH PRINCIPAL OR INTEREST BECOMES DUE AND PAYABLF_,, AN EVENT OF DEFAULT SHALL NOT BE DEEMED TO HAVE OCCURRED UNDER THE TERMS OF THE INDENTLrRE NORTH PADRE ISLAND DEVELOPMENT CORPORATION (S~A~) FOP. M OF P. EGIS~TION CERTIFICATE COMPTROLLER'S RFX]ISTRATION CERTIFICATE: RFX]IKFER NO, __ Accom~ of~ S~ of Text. WITNESS MY SIGNATURE AND SEAL this (SEAL) Coa~.,~oller of Public Accounts 0fthe State of Texas FORM OF REGISTRARS AUTHENTICATION CERTIFICAT~ AUTHENTICATION CI~TIFICATE ~PMORGAN CHASE BANK, as Regiahm Da~ of Autl~tlc~on: FORM OF ASSIGNMENT ASSIGNMENT (Please ins~ Social Seoa~ or Taxpayer Id~ficalion Number of T~) DATED: NOTICE: Si~m~ mustbe Exh'bit B to Resolution DESCRIPTION OF ANNUAL FINAIqCLAL INFORMATION The following into~dfio~ is ~£~,~xi tO in Section ~. 1 ofthis P~molut~ Annad Financial Statements and Operating Data 2. "Fimmcial Statements of the North Padre Island Development Corporation". INDENTLrREOFTRUST By and Between NORTH PADRE ISLAND DEVELOPMENT CORPORATION (the "Corporation") JPMORGAN CHASE BANK as Imstee (the 'q'mstee'~) DATED AS OF FEBRUARY 1, 2003 SECURING NORTH PADRE ISLAND DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS Page Panics ....................................................................... 1 ARTICLE I DEFINITIONS AND INTERPRETATIOH Section 1.02. Section 1.03. Recitals. Table of Conter~ Titles and He0din_~ ................ 9 Intermelation ARTICLE ARTICLE III AUTHO1LIZATION OF TAX INCREMENT CONTRACT REVENUE BONDS: GENERAL TERMS AND PROVISIONS OF TAX INCREMENT CONTRACT REVENUE BONDS; ADDITIONAL PARITY OBLIGATIONS AND SUBORDINATE l.l~N OBLIGATIONS Section 3.01, Section 3.02. Section 3.03. Sv~ion 3.04. AuthorizafionofTaxIncrementContra~tRevenueBondg ........ 12 ~ ................................. 13 Contrac~ualOb~gatlonsona ParitvwiththeBonds: SubordinateLiengbli?atona .............................. 13 Declarafon .......................................... 13 ARTICLE IV Section 4.01. FUNDS AND IlXWESTMENTS -i- Section 4.03· Section 4.04. Section 4.05. Section 4.0(L Section 4.07. Section 4·08. Section 4.09. Reserve Fund ......................................... 15 Prelect Fund ......................................... 16 Disposition of Moneys Upon Completion of Project and Finanein, Plan ................................................ 17 Rebate Fund ......................................... 17 ARTICLE V COVENANTS OF THE CORPORATOIN Section 5.01. Pawnent of Tax Incxeenent Contract Revenue Bonds and performan~ of Section 5,03· Section 5.04. Section 5,05. Section 5,06. Recordation and Execution of Security ln~tnmaentg ............. 20 Title: Encumbrances of Pledged Revenues ................... 20 Pledged Revenues Not Encumbered ........................ 21 Collection of Contract Tax Increment~ ...................... 21 Amendment of Tri-Pan'y Agreement ........................ 21 ARTICLE VI DEFAULT AND REMEDIES Section 6.01. Section 6.93. Section 6,05. Section 6.06. Section 6.07. Section 6.08. Section 6.09. Section 6.10. Events of Def'ault ...................................... 22 Notices ............................................. 22 ~ ...................................... 22 Trustee May Act Without Possession of Tax Increment Contm~t R~ue ~ds ...................................... 23 Trustee as Attorney in Fa~t .............................. 23 ~ .................................... 24 Right of Owners ofthe Tax Increment Contract Revenue Bonds to Direct Section 6.11. Restoration of Rights and Remedi~ ....................... 25 Section 6.12. Waiver of Stay or Extension Laws ........................ 25 Section 6.13. Delay or OmissiunNot Waiver ................... 25 Section 7,01. Dischan~e and Release ofli~n ARTICLE VIII Section 8.01. Section ~,02. Section 8,03. Section 8,04. Section 8.05. Section 8.06. Section 8.07. Section 8.08. Section 8.09. Section 8.10. Acceptance of Trust ....................... , ............ 27 ~ .................................... 29 Certificate of the Corporation as Proof ...................... 29 T~ May Own Tax Increment Contract Revenue Bonds ..... ,30 Corr_mensafion of Trust ............................... ,,, 30 A _vpointment of Successor Tmst~ ......................... 30 Powers of Successor Trustee ............................. 31 Menter. Conversion or Consolidation of Trustee ............... 32 MODIFICATION OF INDENTURE Section 9.01. Supplemental Indentures Not Rea3fifin_v Consent of Owners of the Ta.~ Increment Contract Revenue Bondg .......................................... 33 Section 9.02. SuE~lemental Indentures 1~_ firln? Consent of Owners of the Tax ~ ................................... 34 Section 9.03. Com~ ............................................ 34 Section 9.04 Delivery of Counsel's Opinion with _xes?ct to S _upplemental Indenttma~4 ARTICLE X GENERAL PROVISIONS Section 10.01. Proof of Execution of Wrifin~ and Ownership ................ 35 Section 10.03. ~ .................................. 35 i~i911_19.~. Notice .............................................. 35 .~7di.9.ILL0.~. ~ ....................................... 36 Section 10.06. ~ .......................................... 36 Sec~on 10.07. ~ ................................. 36 Se~ion 10.0~. ExecufioninSeveralCo~mtvxpa~ ......................... 36 THIS INDENTURE OF TRUST, dated as of the 1 st day of February, 2003 (the "Indenture"), is made by and between North Padre Island Development Corporation, a not-for-profit local government corporation organized under Chapter 431, Texas Transportation Code, and existing under the laws of the State of Texas (the "Corporation"), and JPMorgan Chase Bank, a state banking organization organized under the laws of the State of New York, and having a corporate trust office in Houston, Texas (together with any successor trustee hvneunder, the "Trustee"). WITNESSETH WHEREAS, by Ordinance No. 024270, adopted on November 14, 2000 (the "Creation Ordinance"), the City of Corpus Christi, Texas (the "City"), created Reinveslment Zone Number Two, City of Corpus Christi, Texas (the "TIRZ Two") pursuant to Chapter 311, Texas Tax Code, and approved a pmliminmT pmjeet plan for TIRZ Two and a preliminary minvestment zone financing plan for TIRZ Two; and WHEREAS, by Resolution No. 025040, adopted on October 8, 2002, the City authorized the creation of the Corporation to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of the City and neighboring areas as described in the Creation Ordinance; and WHEREAS, on February 25, 2003, the City approved that ceflain Agreement by and between the City, TIRZ Two, and the Corporation dated as of February 1, 2003 (the "Tri-Party Agreement"), pursuant to which the City delegated to the Corporation the power and authority to administer TIRZ Two, including, but not limited to, the power to issue, sell or deliver its bends, notes or other obligations in accordance with the terms of the Tri-Party Agreement; and WHEREAS, the Corporation intends to incur Tax Increment Contract Revenue Bonds (as herein defined) to be issued by the Corporation in one or more Series (as herein defined); and WHEREAS, the Participants (as herein defined) have agreed to make ce~ain payments, which are sufficient to pay the principal of, interest on and redemption reqinrements of the Tax Increment Contract Revenue Bonds, the charges and expenses of paying agents, registrars and trustees utilized in connection with the issuance of the Tax Increment Contract Revenue Bonds, and all amounts required to establish and maintain the funds to be established under this Indenture and the Bond Resolutions (as herein defined); and WHEREAS, in order to further seeure the Tax Increment Contract Revenue Bonds, the Corporation has determined to enter into this Indenture with the Trustee for the purpose of assjLming and pledging to the Trustee the Contract Tax Increments (as herein defined), for the purpose of establishing the Pledged Revenue Fund, the Project Fund, and the Debt Service Fund pursuant hereto and thereby providing the Pledged Revenues (as hem'in defined) to be held by the Trustee to secure the payment of principal of and interest on all Tax Inet vmant Conlract Revenue Bonds from time to lime issued or intuited by the Corporation. N OW, THEREFORE, in consideration of the premises, the acceptance by the Trustee of the h'mis hereby created, the purchase and acceptance of the Tax Increment Contract Revenue Bonds by the Owners thereof, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation and the Trustee do hereby mutually covenant and agree, for the equal and propo~iouate benefit of the respective Owners from time to time of the Tax Increment Contract Revenue Bonds, as follows: [END OF RECITALS] -2- ARTICLE I DEFINITIONS AND INTERPRETATION Section 1 .@l. I~j.~. Unless otherwise expressly provided or unless the context clearly requires otherwise, the following terms shall have the respective meanings specified below or in the Bond Resolutions for all purposes of this Indenture: "Accounting Principles" shall mean the accounting principles described in the notes to the Audit as such principles may be changed from time to time to comply with State laws or regulations. "Act" shall mean Chapter 431, Texas Transportation Code, as amended. "Additional Parity Bonds" shall mean the additional parity Tax Increment Contract Revenue Bonds permitted to be issued by the Corporation pursuant to Section 3.02 of this Indenture. "Aunual Debt Service" means for any annual period (any Fiscal Year or any other twelve (12) consecutive calendar month period), an amount equal to the sum of (i) all interest on such Bonds which is due dating such period, plus (ii) that portion of the Principal Instanment or Installments of such Bonds which is due during such period, as limited and calculated in the following manner: (a) Except as modified below, (i) for any twelve (12) cousecuiive calendar month period other than the calendar year, whether or not such period constitutes the Corporation's current Fiscal Year or any future Corporation Fiscal Year, the aggregate amount of interest on end Principal Installment of the Bonds which was paid or redeemed or is scheduled to accrue and be paid or redeemed during such twelve (12) consecutive month period; and (ii) for any Fiscal Year while the Corporation's Fiscal Year is the same as the calendar year, the aggregate amount of interest un and Principal Installment of the Bonds which was paid or redeemed or is scheduled to accrue and be paid or redeemed after a Principal Installment Payment Date within such Fiscal Year and on or before the next following Principal Installment Payment Date; and Co) As to any annual period prior to the date of any calculation, such requirements shall be calculated solely on the basis of Bonds which were Outstandin~ as of the first ( 1 st) day of such period; and as to any future year such requirements shall be calculated solely on the basis of Bonds Outstanding as of the date of calculation; and (c) Notwithstanding the foregoing, all amounts which are deposited to the credit of a debt service reserve fund from original proceeds from the sale of any Bonds and amounts which have been or are expected to be realized as interest and investment earnings on amounts on deposit in the Debt Sen, ice Fund (other than those amounts which are to be deposited Into the Rebate Fund pursuant to Section 4.08 of this Indenture) and which are used or scheduled to be used to pay interest on or Principal Installments of Bonds during any annual period, shall be deemed to reduce the Anuual Debt Service for any such annual period to the extent of such deposits; and the amount -3- ofsuch deposits shall be excluded fi'om and shall not constitute Annual Debt Service for any such "Authorized Representative" shall mean the Chair or any Vice Chair of the Corporation, the Executive Director of the Corporation, or any other person designated to perform a specified act, to sign a specified document or to act generally on behalf of the Corporation by a written instrument furnished to the Trustee. "Average Annual Debt Service" shall mean the total Debt Service (as of the date o f the calculation) divided by the remaining number of years antil the final maturity of the Bonds. The Average Annual Debt Service calculated under this Indenture shall remain in effect until the next date when such calculation is required under this Indenture. For the proposes of calculafin4g the Average Annual Debt Service, any fractional year shall be included in the calculation as a fifll year. "Board" shall mean the Board of Directors of the Corporation. "Bond Counsel" shall mean McCall, Parkhurst & Hotton L.L.P., or such other nationally recogn/zed finn engaged by the Corporation~ "Bond Resolutions" shall mean the resolutions from time to time adopted by the Corporation authorizing the Tax Increment Contract Revenue Bonds. "Bonds" or '"Fax Increment Contract Revenue Bonds" shall mean one or more Series of bonds issued by the Corporation pursuant to this Indenture and the Bond Resolutions. "Business Day" shall mean any day which is not a Saturday, Sunday, a day on which banking institutions in the city where the Designated Trust Office (as defined in a Bond Resolution) of the Paying Agent/Registrar is located are authorized by law or executive order to close, or a legal holiday. Captured Appunsed Value shall mean, w~th respect to each Taxing Unit in each year, the total appraised value of real property taxable by the Taxing Unit and located in TIRZ Two for that year less the Tax Increment Base of the Taxing Unit. "City" shall mean the City of Corpus Chri~ Texas. "Code" shall mean the Internal Revenue Code of 1986, as mended, and the applicable provisions of any future federal income tax laws. "Conlract Tax Increments' shall mean Tax Increments from time to time required to be deposited by the Participants into the Tax Increment Fund pursuant to the 'I1RZ Act and the Participant Conlracts and payable to the Corporation pursuant to the Tri-Party Agreement. "Corporation shall mean the North Padre Island Development Corporation, or its legal successors. "Costs of Issuance" shall mean all charges, costs and expenses of the Corporation incurred in cotmection with the authorization, issuance, sale and deliveay of Tax Increment Contract Revenue Bonds in~llJdin~ but not limited to, legal fees, financial adviso~T fees, bond insurance premiums, fiscal or escrow agent fees, printing fees, accounting fees, consultant fees, verification fees, travel expenses, ruling agency fees, fees of the Trustee and its counsel and Attomey General fees. "County" shall mean Nueces County, Texas. CountyAgreement shall mean that Interlocal Agreement, effecUve as ofDecember 19,2000, by and between the City and the County pursuant to which the County has agreed to transfer a poflion of its Tax Increment to the Tax Increment Fund. "Creation Ordinance" shall have the meaning given said term in the preamble to this Indenture. "Debt Service" shall mean the Principal Installments and interest on the Bonds. "Debt Serv/ce Fund" shall mean the fund so designated and created pursuant to Article 1V of this Indenture. "Dislrict" shall mean Del Mar College. "District Agreement" shall mean that Interlocal Agreement, effective as of December 19, 2000, by and between the City and thc District pursuant to which the District has agreed to transfer a poflion of its Tax Increment to the Tax Increment Fund. ~ eInvestments shallmeananymvestmentswhichtheCorpomt~onxsperrmt~edtomakeunder the laws of the State of Texas, including the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended. "Event of Defanlt" shall mean any Event of Default described in Section 6.01 of this Indenture. Exempt Securities means bonds or other emdonces ofobligaOons, the interest on which ~s exempt from federal income taxation under Section 103(a) of the Code. "Fair Market Value" shall mean as of any particttlar date: (a) as to Eligible Investments the bid and asked prices of which are published on a regular basis in a financial journal or publicalien of general dmtflation in ~e United States of America, the bid price for such Eligible Investments so published on, or most recently prior to, the date of -5- valuation by the Trustee, or, in the alternative, the bid price for such Eligible Investments as provided by a pricing service selected by the Tmst~, or (b) as to Eligible Investments the bid and asked prices of which are not published on a regular basis in a financial journal or publication of general circulation in the United States of America, the average bid price on such Eligible Investments at the date of valuation by the Trustee, as reported to the Trustee by any two nationally recognized dealem (in the opinion of the Trustee) in such Eligible Investments. "Fiscal Year" means the twelve (12) month period commencing on August 1 of a calendar year and ending July 31 of the next succeeding calendar year, or such other consecutive twelve (12) month period as determined by the Corporation. "Fund" shall mean any one or more, as the case may be, of the separate special Funds created and established or required to be maintained pursuant to this Indenture. "Hospital Agreement" shall mean that Interlocal Agreement, effective as of December 19, 2000, by and between the City and Hospital District ~t to which the Hospital District has agreed to Iransfer a poxtion of its tax increment to the Tax Increment Fund. "Hospital District" shall mean Nueces County Hospital District. "interest Payment Date", when used in connection with any Bond, shall mean these interest paymont dates determined in accordance with the terms of the Bond Resolution governing the issuance ora Series of Bonds. "Maintenance Fund" shall mean the fund so designated and created pursuant to Article IV of this Indenture. "Mandatory Redemption Imtallment" shall mean, as of any pattienlar date of calculation and with respect to any Series of Bonds, the amount of money to be applied to the mandatcny redemption (including any mandatory mdemplion premium, if any) of Bonds in any Fiscal Year prior to maturity pursuant to this Indenture or any Bond Resolution, as such Mandatory Redemption Installment shall have been previously reduced by the principal amount of any Bonds of such Series of the maturity with respect to which such Mandatory Redemption Installment is payable which are purchased or ~leemed by the Trustee in accordance with the provisions of this Indenture or of any Bond Resolution, other than a MandatoW Redemption Installment redemption or purchase. 'Z4a~irmma Annual Debt Service" shall mean the greatest amount of the Annual Debt Service calculated for any future Fiscal Year, taking into account any Mandatory Redemption Installments scheduled to be payable on any Series of Bonds. -6- "Outstanding" when used with reference to Bonds, shall mean, as of a particular date, all Bonds theretofore and thereupon delivered except: (a) any Bond cancelled by or on behalf of the Corporation or delivered to the Registrar for cancelhtion at or before said date, (b) any Bond defeased or no longer con- sidereal Outstanding pursuant to the provisions of the Resolution or otherwise defeased as permitted by applicable law, and (c) any such Bond in lieu of or in substitution for which another Bond shall have been delivered pursuant to the Resolution. "Owner" or "Registered Owner", when used with respect to any Bond shall mean the person or entity in whose name such Bond is registered in the Register. Any reference to a particular percentage or proportion of the Owners shall mean the Owners at a particular time of the specified percentage or proportion in aggregate principal amount of all Bonds then Outstanding trader the Resolution. "Parity Bonds" shall mean the Bonds and each Series of Additional Parity Bonds from time to time hereafter issued, but only to the extent such Parity Bonds remain Outstanding. ''participants" shall mean, initially, the City, the District, the County and the Hospital District, and shall include any off-er Taxing Unit which has executed or will herenfler execute a Participant Contract, pmm~ant to which the Pafficipant is obligated to pay all or part of its Tax Increments to the Tax Increment Fund. "Participant Contracts" shall mean, collectively, the Tri-Party Agreement, the District Agreement, the Hospital Agreement and the County Agreement, and any other contracts heretofore or from t/me to time hereafter entered into between the Corporation and Participants, containing provisions with respect to the payment by Participants of Tax Increments. ''Paying Agent/Registrar" shall mean the bank or trust company so designated in the Bond Resolutions. "Pledged Revenue Fund" shall mean the fund so designated and created pursuant to Article 1V of "Pledged Revenues" shall have the meaning assigned to that tenn in Article II of this Indenture. "Principal Installment" means, as of any paflicolar date of computation and with respect to Bonds o fa pufficular Sexies, an amount of money equal to the aggregate of(a) the principal amount of Outstanding Bonds of said Series which mature on a single future date, reduced by the aggregate principal amount of such Outstanding Bonds of such Series which would at or before said future date be ~ as a result of Mandatory Redemption Installments applied in accordance with this Indenture plus (b) the amount of any Mandatory Redearq>tion Installment payable on said future date for the retirement of any Outstanding Bonds of said Series. -7- "Principal Installment Payment Date", when used in connection with any Bond, ghall mean the maturity date or dates determined in accordance with thc terms of the Bond Resolution governing the issuance of any Series of Bonds. "Project and Financing Plan" shall mean the final Project Plan and Reinvestment Zone Financing Plan of TIRZ Two adopted by the Board of Directors of TIRZ Two and approved by the Board of the Corporation on February 18, 2003, and approved by the City by Ordinance No. __., adopted February 25, 2003, and as amended from time to time. "Project Costs" shall mean all project costs identified in the Project and Financing Plan as authorized by the TIRZ Act and the Th-Party Agreement. "Project Fund" shall mean the fund so designated and created pursuant to Article IV of this Indenture. "Rebate Fund" shall mean the fund so designated and created pursuant to ACdcle IV of this Indenture. "Register" or "Bond Register" shall mean the books of registration kept by the Registrar in which are maintained the names and addresses of, and the principal amount~ of the Bonds registered to, each Owner. "Regulations" shall mean the Income Tax Regulations promulgated under the Code. "Series" shall mean all of the Bonds authenticated and delivered on issuance and pursuant to this Indenture or any Bond Resolution authorizin4g the issuance of such Bonds as a separate series of Bonds or any Bonds thereafter authenticated and delivered in lien of or in substitution for such Bends. "State" or "State of Texas" shall mean the State of Texas. "Subordinate Lien Obligations" shall mean any bonds, notes or other obligatiom, including contractual obligations incurred by the Corporation in accordance with the tenm of the Project and Financing Plan, secured in whole or in part by hens on the Pledged Revenues that are junior and subordinate to the lien on Pledged Revenues securing payment of the Tax Increment Contract Revenue Bonds. "Tax Increment Base" shall mean the total appraised value of property in T[RZ Two as of November 14, 2000 plus the total appraised value of real properly haxable by a Taxin4g Unit and annexed into TIRZ Two as determined in the year in which such prope~ was annexed into TIRZ Two. -8- 'Wax~ents" shall mean, with respect to each Taxing Unit in each year, the mount of property taxes levied by the Taxing Unit for that year on the Captured Appraised Value of real property taxable by the Taxing Unit located in TIRZ Two and contributed to the Tax Increment Fund in accordance with the terms of the applicable Pa~icipant Agreement. 'Wax Increment Fund" shall mean the City's rlRZ Two Tax Increment Fund created and maintained in accordance with the Creation Ordinance and the TLRZ Act. "Taxing Unit" shall mean, in addition to the Participants, a special district or authority (including a junior college district, a hospital district, a navigation disUict, or other district created by or pursuant to the V.T.C.A. Water Code), or any other political subdivision of the State &Texas, whether created by or pursuant to the Texas Constitution or a local, special, or general law, that is authorized to impose and is imposing ad valonan taxes on real property in TIRZ Two, even if the governing body of another political unit determines the tax rote for the unit or othenvise governs its affairs. "TIRZ Act" shall mean Chapter 311, Texas Tax Code, as amended. '~I1RZ Two" shall mean Reinvestment Zone Number Two, City of Corpus Christi, Texas, as "Tri-Party Agreement" shall mean that certain Agreement by and between the City, TIRZ Two, and the Corporation dated as of February 1, 2003. "Trustee" shall mean JPMorgan Chase Bank, and its successors in that capacity. ~. Recitals. Table of Contents. Titles and Heading. The terms and phrases used in the recitals of this Indenture have been included for convenience of reference only and the meaning, construction and interpretation of such words and phrases for purposes of this Indontum shall be determined solely by reference to Section 1.01 hereof. The table of contents, rifles and headings of the articles and sections of this Indenture have been inserted for convenlance of reference only and are not to be comidered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in constmLn4g this Indenture or any provision hereof or in ascertaining inttmt, ff any question of intent should arise. Section 1.03. Interpretation. Unlessthecontextrequires otherw/se, wordsofthamascolinegender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. References to any named person meam that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date of this Indenture and any future amendments thereto or successor provisions thereof. This Inden~e and all ~e -9- terms and provisions hereof shall be liberally consmaed to effectuate the proposes set fo~da hewn and to sustain the validity of this Indenture and the Tax Increment Contract Revenue Bonds. [END OF ARTICLE I] -10- ARTICLE H /5..~i.~._Z~. ~. In order to secure the payment of the principal of, redemption premium, if any, and interest on all Tax Increment Contract Revenue Bonds as the same are issued and become due and payable, whether at maturity or by prior redemption, and the performance and observance of all of the covenants and conditions herein contained, and in consideration of the p~tises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Tax Increment Contract Revenue Bonds by the Owners thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation does hereby GRANT, BARGAIN, CONVEY, ASSIGN and PLEDGE to the Trustee and its successors in trust hereunder, subject to the provisions of this Indenture, all of the Corporation's fight, title and interest in and to the followi~ described properties and interests, direct or indirect, whether now owned or hereal?~r acquired (collectively, the "Pledged Revenues'): (a) The Contract Tax Increments and all of the Corporation's fight, title and interest thereto under the Participant Contracts and the Tri-Party Agreement. (b) All moneys deposited or required to be deposited in the Pledged Revenue Fund, the Debt Service Fund and the Project Fund held by the Trustee pursuant to the provisions of this Indenture and all interest earnings and investment income therefi'om, other than any amount required to be rebated to the United States under Section 148(0 of the Code and deposited to Rebate Fund. (c) Any and all property of every kind and nature (including without limitation, cash, obligations or securities) which may from time to time hereafter be conveyed, assigned, hypothecated, endorsed, pledged, mortgaged, granted, or delivered to or deposited with, the Trustee as additional security hereunder by the Coxporation, or anyone on behalf of the Corporation, or which pursuant to any of the provisions hereof may come into the possession or control ofthe Trustee as security hereunder, or of a receiver lawfully appointed hereunder, all of which property the Trustee is authorized to receive, hold and apply according to the terms hem~ f. TO HAVE AND TO HOLD all the same, with all rights and privileges appurtenant thereto, unto the Trustee and its successors in lxust forever. IN TRUST, NEVERTHELESS, upon the terms and txnsts herein set forth, for the equal and proportionate benefit and security of the Owners from time to time of the Tax Increment Contract Revenue Bonds secured and to be secured hereunder, or any of them, without preference, priority or distinction as to lien or otherwise of any Tax Increanent Conlract Revenue Bond over any other Tax Increment Contract -11- PROVIDED, HOWEVER, that iftbe Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of the Tax Increment Contract Revenue Bonds and the interest and ~lempfon premium, if any, due or to become due thereon, at the 6roes and in the manne~ provided in the Tax Increment Contract Revenue Bonds and in the Bond Resolutions according to the tzue intent and meaning thereof, and shall cause the payments to be made into the Funds maintained hereunder in the amounts required by this Indenture and the Bond Resolutions, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee or Paying Agent/Registrar the entire amount due orto become due thereon, or an amount sufficient to provide for the payment thereof, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the teems and provisions hereof, then this Indenture and the rights and liens hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and shall remain in full force and effect. [END OF ARTICLE II] -12- ARTICLE III AUTHORIZATION OF TAX INCREMENT CONTRACT REVENUE BONDS: GENERAl, TERMS AND PROVISIONS OF TAX INCREMENT CONTRACT REVENUE BONDS; ADDITIONAL PARITY OBLIGATIONS AND SUBORDINATE I.IEN OBLIGATIONS Section 3.01. Authorization of Tax Increment Contract Revenue Bonds. (a) The Tax Increment Contract Revenue Bonds may be authorized from time to time by the Corporation pursuant to Bond Resolutions duly adopted by the Board, which Bond Resolutions shall specify the dates, denominations, principal amounts, interest rotes, maturities, redemption provisions, forms of bonds, manner of payment, provision for execution and authentication, application of proceeds and all other terms and provisions of the Tax Increment Contract Revenue Bonds not otherwise provided hereir~ (b) At or prior to the issuance of each series of Tax Increment Contract Revenue Bonds pursuant to any Bond Resolution, the Corpomlion shall provide to the Trustee the following: (i) a certified copy of the Bond Resoluliort; the approving opinion of the Corpomtioffs Bond Counsel with respect to such series of Tax Increment Contract Revenue Bonds to the effect (i) that the Bonds are valid and binding obligations of the Corporation except to the extent that their enforceability may be limited by applicable provisions of the federal bankruptcy laws and any other similar laws affecting the fights of creditors of political subdivisions generally, and except that such enforceability is subject to general principles of equity and the exercise of judicial discretion (regardless of whether such enforceability is considered in a proceeding in law or at equity), and (ii) that the Bonds are issued pursuant to the teams of this Indenture; if such series of Tax Increment Contract Revenue Bonds are being issued to refund any previously issued Tax Increment Contract Revenue Bonds, the identity, redemption date and redemption price of the Tax Invsmtent Contract Revenue BOnds to be refunded; and a debt service schedule with regard to such series of Tax Increment Contract Revenue Bonds and all Tax Increment Contract Revenue Bonds that will then be Outstanding after the issuance of such series of Tax Increment Contract Revenue Bonds and refunding of any Tax Increment Contract Revenue Bonds being With respect to the issuance of the first Series of Bonds under this Indenture, the Corporation need not comply with the provisions of Section 3.02. -13- Section 3.02. ~il~ll~lllty~l~. The Corporation reserves the right to issue, for any lawful purpose (including the refunding of any lam, ionsly issued Parity Bonds), one or more series of Additional Parity Bonds payable from and secmed by a lust lien on the Pledged Revenues, on a parity with the Bonds, and any previously issued Additional Parity Bonds; provided, however, that no Additional Parity Bonds (a) The Additional Parity Bonds mature on, and interest is payable on, the Principal Installment Payment Dates and Interest Payment Dates, respectively; (b) The Corporation is not in material default with the terms of the Indenture, any Bond Resolution, the Tri-Party Agreement or any other agreement to which it is a party and has so certified; (c) The Corporation has received a projection meeting the requirements set fo~.h in paragraph (d) below which projects Captured Appraised Value which, at the Participants' tax rates then in existence, will generate Contract Tax Increments that will be at least be equal to 130 percent (130%) of the projected Armnal Debt Service requirements on all Parity Bonds in the Fiscal Year in which such requirements are the greatest, taking into account the Bonds and the Additional Parity Bonds to be issued; and (d) The projection of Contract Tax Increments required by paragraph (d) above will be based on the projecti on o f Captured Appraised Value prepared by the Chief Appraiser for the County, or another independent real estate appraiser selected by the Corporation. In projecting the Captured Appraised Value, the appraiser shall consider only the appraised value of real property improvements that have been completed as of the date of such projection and the projected appraised value of real property improvements for which constxuct/on has commenced and for which it is reasonably expected that a certificate of occupancy or completion will be issued by the City within 18 months of the date of such projection~ The foregoing notwithstanding, the conditions set forth in subsection (c) above shall not apply to (A) the issuance of any series of Additional Parity Bonds for refunding purposes that will have the result of reducing the maximum debt service requirements on Parity Bonds and (B) ~ first $12,000,000 in aggregate principal amount of Parity Bonds issued by the Corporation to fund Project Costs. Section3.03. SubordinateLienObliwations. The Corpomtion reserves the right to issue, forany lawful purpose, Subordinate Lien Obligations secured in whole or in part by liens on the Pledged Revenues that are junior and subordinate to the lie~ on Pledged Revenues securing payment of the Tax Increment Contract Revenue Bonds. Such Subordinate Lien Obligations may be further secured by any other sumv. e of payment lawfully av~lable for such ~. Section3.04. Declaration. It is hereby expre~aly declared that all mvenues, receipts, moneysand other propeaies hereby pledged ate to be dealt with and disposed of under, upon and subject to the terms, conditions, covenants, agreements, uses and purposes sot forth in this Indenture. [END OF ARTICLE mi -14- ARTICLE IV Section 4.01. Creation of Fnnd~ There are hereby created the following Fonds: (A) Pledged Revenue Fund; (B) Debt Service Fund; (C) Project Fund; (D) Maintenance Fund; and (E) Rebate Fund. Each Fund shall be maintained by the Trustee separate and apa~ from all other funds of the Corporation. The Pledged Revenue Fund; the Debt Service Fund and the Project Fund shall constitute trust funds which shall be held in trust by the Trustee solely for the benefit of the Owners of the Tax Increment Contract Revenue Bonds. fi~Z~.g._~2.. Ifl~lgt~lL~tl~ll~Bl~. There is hereby created and established with the Trustee a fund to be designated the "Pledged Revenue Fund." Irmmediately upon receipt thereof, thc Corporation shall deposit into the Pledged Revenue Fund all Contract Tax Increments. Money in the Pledged Revenue Fund shall be held in trust by the Trustee and applied in the following manner and or&a: of priority: (A) First, to the Debt Service Fund amounts necessary to make the anaounts on deposit therein equal to the interest and Principal Installments, and Pm if any, due on the Tax Increment Contract Revenue Bonds in the then currant Fiscal Year; (B) Second, to any reserve fund created under the reservation of authority described in Section 4.04, amounts required to attain the reserves requinxt in accordance with the tetras of a resolution of the nature described in Section 4.04; (C) Ill,iLd, to the payment of admini~'wative costs of TIRZ Two (not to exceed $10,000), and the fees and expenses of the Trustee and Paying A4gent/Registrar due and owing, in the then current Fiscal Ye~;, (D) Founk as directed by the Corporation, to the Maintemnce Fund to pay any costs incurred to maintain the Improvements (as defined in the Tri-Pany Agreement) including, without limitation, flmds advanced by third patties to pay for the maintenance of Improvements, to the extent such costs are not paid with the proceeds of Tax Increment Contract Revenue Bonds; ~ that immediately prior to any such transfers the deposits required by Sections 4.02(A) through (C) above have been mede or provided for; -15- (E) Fifth. to any fund or accomut created for the benefit of any Subordinate Lien Obligations issued or incurred by the Corporation; provideil tahat immediately prior to any such transfers the deposits required by Sections 4.02(A) through (D) above have been made or provided for, (F) Sixth, as directed by the Corporation, to the Project Fund to pay any costs associated with the constntction of Improvements (as defined in the Tri-Pan'y A4greement) including, without limitation, funds advanced by third paxti~ to pay for the construction of Improvements, to the extent such costs are not paid with the proceeds of Tax ~ent Contract Revenue Bonds; provided that immediately prior to any such transfers the deposits required by Sections 4.02(A) through (E) above have been made or provided for; (G) Seventlx as directed by the Corporation, to the Project Fund to pay administration expenses (in excess of $10,000 in any Fiscal Year), maintenance and operation expenses of T[RZ Two; provided that immediately prior to any such transfers the deposits nxluired or payments made by Sections 4.02(A) through (F) above have been made or provided for; and (H) Eighhh, as directed by the Corporation, to the Project Fund to pay for any services, improvexnents or other Project Costs pennitted by the Tri-Party Agreement and the Act: provided that immediately prior to any such transfers the deposits required or payments made by Sections 4.02(A) through (G) above have been made or provided for. The foregoing notwithstanding, atter the deposits required by Sections 4.02(A) through (C) above have been made or provided for, no deposits may be made as permitted by Sections 4.02(1)) through (H) above unless the Corporation cextifies in writing to the City that atter any such transfer for the uses permitted by Sections 4.02(I)) through (H) above the Corporation shall then have ctm-ently on deposit in the Pledged Revenue Fund an amount in excess of the lesser of (i) $3,000,000 or (ii) the aggregate balance of the Debt Service payments scheduled to be due on the Outstanding Parity Bonds. Section 4.03. ~. There is hereby created and established with the Trustee a fund to be designated the "Debt Service Ftmd". Money in the Debt Service Fund shall be held in trust by the Trustee. The Corporation shall deposit or cause to be deposited into the Debt Service Fund accrued interest on the Tax Increment Contract Revenue Bonds, moneys designated by the Corporation as capitalized interest on the Tax Incmrnent Contract Revenue Bond~, lransfom fn)m the Pledged Revenue Fund as provided in Section 4.02, and, to the extent necessary, other Pledged Revenues in such amounts and at such time~ to provide that amounts necessary to pay all Tax Invt~l~mt Contract Reveame Bonds when dlle, including specifically to pay interest and Principal Installments due on the Tax lnc~ment Contract Revenue Bonds in the then current Fiscal Year. The Trustee shall transfer on each Interest Payment Date and each Principal Installment Payment Date to the Paying Agent/Reg~trar such mounts in the Debt Service Fund to pay Principal Installments and inten~ on the Tax Inc~m~mt Contract Revenue Bonds as the same becomes due. The Trustee shall rrlake all such transfers such that the Corporation shall -16- be in compliance with the Principal and Interest Guidelines in the Operational Arrangement of The Depository Trust Company, as amended from time to time. Section 4.94. ~. The Corporation reserves the right at any time to create and establish with the Trustee a fund to be designated as a "debt service reserve fund" (referred to herein as a "Reserve Fund"). Money in the Reserve Fund shall be held in ~nst by the Trustee. The Reserve Fund shall initially be funded as provided in a resolution adopted by the Corporation, which resolution may be a Bond Resolution. The resolution creating and establishing a Reserve Fund shall set fo~h the terms and conditions governing as establishment and use; provided, that the creation and establishment of a Reserve Fund will not cause the Corporation to be in violafon of its covenants in any Bond Resolution relal/ng to the tax- exempt status of the interest on the Bonds then Outstanding. Section 4.05. __~3~I.~T&F_IIB~. There is hereby treated and established with the Trustee a fund to be designated the "Project Fund". The Trustee, at the direction of the Corporation, may establish and create within the Project Fund such number of accounts and subaccounts as the Corporation deems appropriate. The Project Fund and any accounts or subaccounts thereof shall initially be funded as provided in the Bond Resolutions. The money and securilies in the Project Fund shall be held in trust by the Trustee and applied as provided herein and until such application, the money and securities in such fired shall be subject to a lien and charge in favor of the Owners of the Bonds. (A) The Trustee is hereby authorized and directed to make disbursements from the Project Fund and to issue its checks therefor or otherwise pay upon receipt of a requisition in accordance with Section 4.05([I). The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom. (B) The Trustee shall use money in the Project Fund solely to pay or reimburse the Corporation for Project Costs including Costs of Issuance and the repayment of any advances, loans, notes or other obligations used to finance Project Costs. Before any payment shall he made from the Project Fund, there shall he filed with the Trustee a completed requisition, in the form attached hereto as Exlnbit A, signed by an Authorized Representative of the Corporation. Upon receipt of such requisition, the Trustee shall make payment from the Project Fund in accordance with such requisition. The foregoing notwithstanding, the Corporation, in the completed requisition filed with the Trustee to pay or reimburse a transfer made to the Project Fund under Section 4.02(D), shall be required to certify only as to matters set foxth in clauses ('fii), (iv) and (v) of the requisition form attached hereto as Exlabit A Section4.06. ~. There is hereby created and established with the Trustee a fund to be designated ~ "Maintenance Fund". Money in fiae Maintenance Fund shall be held in trust by the -17- Trustee. The Trustee, at the direction of the Corporation, may establish and create within the Project Fund such number of accounts and subaceoonts as the Corporation deems appropriate. Money in the Maintenance Fund shall be used to pay Project Costs incurred to maintain the Improvements, consistent with the Project and Financing Plan. The Maintenance Fund and any accounts or subaccounts thereof shall be funded with transfem from ~e Pledged Revenue Fund as provided in Section 4.02. In addition, as provided in the Bond Resolutions, Tax Increment Contmet Revenue Bonds may be issued for the purpose of funding the payment of Project Costs incurred to maintain the Improvements, consistent with the Project and Financing Plan. Any proceeds from the sale of Tax Increment Contract Revenue Bonds for such pmpo~ shall be held in the Project Pund in trust by the Trustee and applied as provided in Section 4.05 and until such application, the money and securities in such fund shall be subject to a lien and charge in favor of the Owners of the Tax Increment Contract Revenue Bonds. Before any payment shall be made from the Maintenance Fund, them .qhall be filed with the Trustee a completed requisition, in the form attached hereto as ~ signed by anAuthofized Representative of the Corporation. Upon receipt of such requisition, the Trustee shall make payment fi'om the Maintenance Fund to the Corporation in accordance with such requisition. In addition to the foregoing, at the direction of the Corporation, money in the Maintenance Fund may be transfened by the Trustee on behalf of the Corporation to the credit of the Debt Service Fund, should the Debt Service Fund not contain the amount uece~saryto pay all Tax Increment Contract Revenue Bonds when due, including specifically to pay interest and Principal Installments due on the Tax Increment Conlract Revenue Bonds in the then current Fiscal Year. Section 4,07. Di _sposifion of Mouevs uoon Conmletion of Project and Financ. ino plan Upon completion of the Project and Financing Plan, and the payment of all Project Costs, Tax Increment Contract Revenue Bonds and Subordinate Lien Obligations has been made in full, the Coqxaation shall deliver to the Tmatee a written letter of instmctious so slating that the Project and Financing Plan is completed and such payment in full has been made. Promptly after receipt of such letter of imtmclions flora the Corporation, the Trustee shall cause any money remaining in the Pledged Revenue Fund or the Project Fund to be transferred to the City for disbursement to the City and to the Taxing Units in accordance with the provisions o fthe~llRZ Act. Should the Corporation deliver the letter ofiustmctions to the Trustee as described in Section 7.01, but not state therein that the Project and Financin~ Plan has beencompleted, the Trustee shall cause any money retaining in the Pledged Revenue Fund orthe Project Fund to be transferred to the Corporation, in the manner provided in such letter of instructions. Rebate Fund. (A) Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien created by this Indenture. The Trustee .qhall transfer -18- from the Pledged Revenue Fund to the credit of the Rebate Fund each amount directed by the Corporation to be transferred thereto. (B) Within five days after each transfer of funds to the Rebate Fund necessary to meet the requirements of A~ticle VIII of the Bond Resolution or this Section, the Trustee shall withdraw from the Rebate Fund and pay to the United States the balance of the Rebate Fund. All payments to the United States pursuant to this Section shall be (i) made by the Trustee for the account and in the name of the Corporation, (ii) paid by cheek mailed by registered mail (rem receipt requested), addressed to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 (or such other Service Center as may be designated by the Internal Revenue Service from time to time), and (iii) accompanied by the relevant Internal Revenue Service Form 8038-T provided by the Corporation. (C) The Trustee shall preserve copies (either in original form or by image) of all statements and forms received from the Corporation pursuant to this Indenture and all records maintained by it of transactions in the Rebate Fund and shall deliver such materials to the Corporation within 60 days following the discharge of the last of the Bonds. (D) The Trustee may in good faith conclusively rely on the instn~ous of the Corporation with regard to any actions to be taken by it pursuant to this Section and shall have no liability for any consequences of any failure of the Corporation to supply accurate or sufficient instmctious. (E) If at any time dining the term of this Indenture the Trustee or the Corporation desires to take any action that would otherwise be prohibited by the terms of this Section, such person will be permitted to take such action only if it shall first obtain and provide to the other person named herein an opinion of Bond Counsel (acceptable to both the Trustee and the Corporation) to the effect that such action will not adversely affect the exclusion of interest on ~ Bonds from gross income of the holders thereof for federal income tax purposes and shall be in compliance with the laws of the State of Texas and the terms of this Indenture. (F) If the Trustee shall declare the principal of the Bonds and the interest accmed thereon immediately due and payable as the result of an Event of Defanlt specified in this Indenture, or if the Bonds ave optionally or mandatorily prepaid or redeemed prior to maturity as a whole in accordance with their terms, any amount l~lsminlng in any Fund shall be ~ransferred to the Rebate Farad to the extent that the amount therein is less than the projected Rebate Amount computed by the as required in this Section as of the date of such acceleration or redemption, and the balance of such amount shall be used immediately by the Trustee for the purpose of paying principal of, redemption premium, if any, and interest on the Bonds when due. Section 4.09. ]~1~1~. Monies deposited into the Pledged Revenue Fund, the Debt Service Fund, the Maintenance Fund and the Project Fund shall be invested and reinvested in Eligible -19- Investments as directed in writing to the Trustee by the Corporation; ~ that all such Eligl"ole Investments shall be directed by the Corporation in such manner that the money required to be expended from any Fund will be available at the proper lime or times. (A) All inves~nents and any profits realized from or intenmt accruing on such investments shall belong to the Fund from which the monies for such investments were taken (except as otherwise expressly provided in this Indenture). All losses on investments shall be charged against the Fund to which such investments am credited. The Trustee shall have the right to have sold in the open market a sufficient amount of any such investments at any time that a Fund does not have sufficient uninvested funds on hand to meet the obligations payable out of such Fund. The Trustee shall not be liable or responsible for any loss resulting from any such investment or remlfing from the sale of any such investment as herein authorized. The Trustee shall not be responsible for determining whether any Eligible Investments are legal investments under the laws of the State. (B) At the direction of the Corporation, a poffion of the investment inenme from any Fund may be paid directly to the Rebate Fund, free and clear of the lien end pledge of this Indenture, for payment to the United States pursuant to Section 4.08 in order to maintain the tax-exempt status of the Bonds. (C) The Trustee may make any investment throughits own investment department. As amounts invested are needed for disbursement from any Funds, the Trustee shall cause a sufficient amount of the investments credited to that Fund to be redeemed or sold and converted into cash to the credit of that Fund. Securities transaction charges incident to any purchase, sale, or redemption of Eligible Investments shall be charged to the Corporation. (D) The Corporation by its execution of this Indenture covenants to restrict the investraent of money in the Funds created under this Indenture in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are delivered to their original purchaser, so that the Bonds will not constitute arbitrage bonds under the Code and applicable Regulations, and the Trustee hereby agrees to comply with the Corporation's instructions with respect to the investment of money in the Funds created under this (E) The Corporation has covenanted to provide the Trustee with written instructions to assure that any amounts that, in accordance with the Code and applicable regulations, are required to be invested at a restricted yield will be invested eitbar (i) in Exempt Securities or (ii) at a yield that is not materially higher than the yield on the Bunds, determined in accordance with the Code and applicable Regulations, unless in the opinion of Bond Counsel, investment of such at a higher rate will not adversely affect the exclusion from gross income of interest on the Tax Increment Contract Revenue Bonds for federalincome tax proposes. For the purpose of applying this Section, amounts on deposit in each Fund shall be accounted for on a first in, first out basis. The Trustee, .at the Corporation's direction, is authofizxxl to yield restrict any investment in accordance with Article VIII of the Bond Resolutions. -20- (F) For the purpose of determining the mount on deposit to the credit of any such Fund, obligations in which money in such Fund shall have been invested shall be valued at the Fair Market Value. 'l'he Trustee shall provide a valuation of the Eligible Investments in the Funds established under this Indenture as of the last Business Day of each month and at the time or times withdrawals are made therefrom. If the Corporation shall fail to so direct investments, the Trustee shall invest the affected moneys in a money market mutual fund managed by the Trustee whose underlying assets meet the requirements of the Texas Public Funds Investment Act and which is rated in the highest rating category issued by a rationally recognized municipal securities rating agency. ~NDOFAR~CLEIV] -21- ARTICLE V COVENANTS OF THE CORPORATION Section 5.01. Pa'vment of Tax Increment Contract Revenue Bonds and Performance of Q.b. liga_li.Q~. The Corporation covenants to promptly pay or cause to be paid all Tax Increment Contract Revenue Bonds when due, including specifically to promptly pay or cause to be paid the principal of, redemption premium, if any, and interest on the Tax Increment Contract Revenue Bonds as the same become due and payable, whether at maturity or by prior redemption, in accordance with the terms of the Tax Increment Contract Revenue Bonds and the Bond Resolutions; to pay when due all fees, charges and other amounts due to the Trustee and the Paying Agent/Registrar for the discharge of their duties bereundeg, and to faithfully keep and perform all of its covenants, undertakings and agreements contained in this Indenture, the Tri-Party Agreement, the Bond Resolutions and the Tax Increment Contract Revenue Bonds. ;~.fi_Qll;5_~. Recordationand Exeo~on ofSeeuri _ty Ius~ment~. (a) The Corporation covenants to cause this Indenture, any supplemental indentures, and all other security instnmaents, financing staternellts and supplements thereto that may be necessary, to be filed, recorded, and refiled, in such manner, at such times and in such places as may be required by law in order to fully preserve and protect the rights and security of the Owners of the Tax Increment Contract Revenue Bonds and to perfect and preserve the lien ofthis Indenture. Without limiting the generality of the foregoing the Coq~oration shall execute and deliver such additional instruments and perform such additional acts as may be necessary and proper after the execution of this Indenture and to transfer to any successor Trustee or Trustees the assets, powers, instruments and funds held in trust hereunder and to confirm the lien of this Indenture with respect to any Bond, and shall take all action that may at any time be necessary, in the opinion of the Trustee, to secure the interests of the Owners of the Bonds. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Tax Increment Contract Revenue Bonds and the pledge of the Pledged Revenues granted by the Corporation under Section 2.01 of this Indenture, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while any Tax Increment Contract Revenue Bonds are outstanding and unpaid such that the pledge of the Pledged Revenues granted by the Corporation under Section 2.01 of this Indenture is to be subject to the filing requkmments of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Tax Increment Contract Revenue Bonds tlae perfection of the security interest in said pledge, the Board agrees to take such measures as it determines axe reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 5.03. Title: Encumbrances of Pledged Revenues. The Corporation covenants that it has good and indefeasible title to the Con~ract Tax Increments, subject to the assignments and pledges contained herein. So long as any Tax Increment Contract Revenue Bonds repaint Ontst~ding, except as -22- permitted by Sections 3.02 and 3.03 of this Indenture, the Corporation covenants not to sell, transfer, assign, pledge, encumber, mortgage or otherwise dispose of, directly or indirectly, by merger or otherwise, or cause or suffer same, or create or allow to accrue or exist any lien upon, all or any pan of its interest in the Pledged Revenues or any poRion thereof, except for the lien of this Indenture. Section 5.04. Pledged Revenues Not Encumbered (a) The Pledged Revenues are not in any manner pledged to the payment of any debt or obligation of the Corporation other than the Tax Increment Contract Revenue Bonds. The Corporation covenants that it will not in any manner pledge or further encumber the Pledged Revenues unless such pledge or encumbrance is junior and subordinate to the lien and pledge hereunder securing the Tax Increment Contract Revenue Bonds. (b) The provisions of subsection (a) of this Section 5.04 to the contrary notwithstanding, the lien on, pledge of, and rights in and to the Contract Tax Increments established, made, and granted in Article II of this Indenture and this Section 5.04 constitutes a first and senior lien thereon, subject only to the rights, if any, of the holders of bonds or other obligations that have been heretofore or are hereafter issued by a Participant that are payable from and secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of the Paedcipant SectionS.05. CollectionofContract Taxinorementg Subject to the provisions of applicable law and the Tri-Party Agreemenl, the Corporation covenants and agrees to use its best efforts to cause each Participant to pay to the City, when due, all Contract Tax Increments to provide for the payment of principal of and interest on the Tax Increment Contract Revenue Bonds. Section 5.06. Amendrramt of Tfi-PartyAm~'~rnent The Corporation covenants not to cause any amendment of the Tri-Pany Agreement that will in any manner materially impair the rights of the Owners of the Tax Increment Contract Revenue Bonds. [END OF ARTICLE V] -23- ARTICLE VI DEFAULT AND REMEDIES Section 6.01. ~. An Event of Default hereunder shall consist of any of the following acts or occurrences: (A) failure to pay when due Principal Installments or interest on any Tax Increment Contract Revenue Bond; or (B) failure to deposit to the Debt Service Fund money sufficient for the payment of any Principal Installments or interest payable on the Tax Increment Contract Revenue Bonds by no later than the date when such Principal Installment or interest becomes due and payable. The foregoing notwithstanding, should each Participant timely contribute its Tax Inclement to the Tax In~l~u~mt Fund, and the City transfem all of the Tax Increments from the Tax Increment Fund to the Issuer in accordance with the terms of the Tri-Pa~ty Agreement, and such Tax Increments so transferred are not sufficient for the payment of the Principal Installments or interest payable on the Tax Increment Contract Revenue Bonds on the date when such Pdimipal Installments or interest becomes due and payable, an Event of Default shall not be deemed to have occurred under the terms of this Indenture. ~. Notices. In order to provide the Corporation with information with respect to its obligations under this Indenture, the Trustee shall provide the Coqxa~ion the following notices: (A) Should a Reserve Fund be established after the date of this Indenture, notice of any draws upon such Reserve Fund which are required to be transferred to the Debt Service Fund for the payment of Principal Installments of or interest on any Tax Increment Contract Revenue Bonds, together with the description of the amount drawn; and (B) Notice of transfers to the Rebate Fund pursuant to Section 4.08. Section 6,03. ~. The Trustee shall also be required to g/ve immediate notice to the Corporation of the occurrence of any Event of Default hereunder. i~fl~igllb.~. ]~Jlll~i~l~t~llll~ ffanEvent ofDefauithereunder.qhall occu~andbeconlinuing, then, in addition to all of the other rights and remedies granted to the Trustee hereunder, the Trustee in its diset~on, subject to the provisions ofthis Indenture, may proceed to protect and enforce its rights and the rights of the Owners of Tax Increment Contract Revenue Bonds by suit, action or proceeding in equity or at law or otherwise, whaher for the specific performance of any covenant or agreement contained in this Indenture, the Bond Resolutions or the Tax Increment Contract Revenue Bonds or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy, -24- as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or such Owners of the Tax Increment Contract Revenue Bonds, including, without limitation, the fight to seek a writ of mandamus issued by a coua of competent jurisdiction compelling the members of the Board or other officers of the Corporation or any Pafficipant to make payment of the Contract Tax Increment (but only from and to the extent of the sources provided in this Indenture and the Participant Contracts) or to observe and perform such covenant, obligations or conditions of this Indenture or the Tri-Party Agreement. Section6.05. ' 'v · If an Event of Defanlt hereunder shalt eccur and be cunfinuing~ and upon filing of a bill in equity or corranertcement of other judicial proceedings to enforce the rights of the Trustee and the Owners hereunder, the Trustee shall be entitled as a matter of right, and to the extent permitted by law, to the appointment of a receiver or receivers of the Pledged Revenues and the income, rants, profits and use thereof pending such proceedings, with such powers as the court making such ~. Trustee May Act Without Po~qion of Tax Increment Contrao Revenue Bondn All rights of action under this Indenture or under any Tax Inaement Contract Revenue Bonds may be enforced by the Trustee without possession of any of the Tax Incmmeut Contract Revenue Bonds or the production thereof on any trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its name, as Trustee for the ratable benefit of the Ownem of the Tax Increment Contract Revenue Bonds, subject to the provisions of this Indenture. Section6.07. Trustee as Attomev in Fact. The Trustee is hereby appointed (and the Owners of the Tax Increment Contract Revenue Bonds, by taking and owning same from time to time, shall be deemed to have so appointed the Trustee) the tree and lawful attomey in fact of the Owners of the Tax Inaement Contract Revenue Bunds, to make or file, in the names of the Owners of the Tax Increment Contract Revenue Bonds, or in behalf of all Owners of the Tax Increment Contract Revenue Bonds as a class, any proof of debt, amendment to proof of debt, petition or other document, and to do and perform any md all acts and things for and in the name of the Owners of the Tax Increment Contract Revenue Bonds as a class as may be necessary or advisable, in the judgment of the Trustee, in order to have the claims of the Owners of the Tax Increment Contract Revenue Bonds against the Corporation approved in any equity receivership, insolvency, liquidation, bankruptcy, reorganization or other proceedings to which the Corporation shall be a party and to receive payment of or on account of such claims. Any such receiver, assignee, liquidator or trustee is hereby authorized by each of the Owners to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due for compensation and expenses of be Trustee, including counsel fees, incurred up to the date of such distribution, and the Trustee shall have full power of substitution and delegation in respect of any such powers. Section 6.08. ~lll~il~L~tff~l~i~. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given heaeamder or under the Tax -25 - Inctenxent Contract Revenue Bonds, or now or hereafter existing at law or in equity or by statute. Anything to the contrary herein notwithstanding, acceleration shall not be a remedy if an Event of Defanlt occurs and is continuing. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be cons~ued to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as ot~en as may be deemed expedient. Section6.09. ~. Allrightsofactioninrespect ofthis indenture shall be exercised only by the Trustee, and no Owner of any Bond secured hereonder shall have any fight to institute any suit, action or proceeding at law or in equity for the appointment of a receiver or for any other remedy hereunder or by reason he, of, unless and until the Trustee shall have received written request of the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Tax Increment Contract Revenue Bonds then Outstanding and shall have been furnished reasonable indemnity and shall have refused or neglected for ten (10) days thereafter to institute such suit, action or proceedings. The making of such request and the fianishing of such indemnity shall in each and every case be conditions precedent to the execution and enforcement by any Owner of any Bond of the powers and remedies given to the Trustee hereander and to the institution and maIntenance by any such Owner of any action or cause of ae6on for the appointment of a receiver or for any other remedy hereunder, but the Trustee may, in its .discretion, and when duly requested in writing by the Owners of not less than twenty-five percent (25%) m aggregate principal amount ofthe Tax Increment Contract Revenue Bonds then Outstanding and when furnished indemnity satisfactory to protect it against expease~, charges and liability shall, foahwith, take such appropriate action by judicial proceedings or otherwise in respect of any existing default on the part of the Corporation as the Trustee may deem expedient in the interest oftbe Owners of the Tax Increment Contract Revenue Bonds. Nothing contained in this Pmicle, however, nhall affect or impair the right of any Owner, which shall be absolute and unconditional, to enfome the payment of the Principal Installments and interest on the Tax Increment Contract Revenue Bonds of such Owner, but only out of frae moneys for such payment as herein provided, or the obligation of the Corporation, which shall also be absolute and unconditional, to make payment of the Principal Installments and interest on the Tax Increment Contract Revenue Bonds issued hereunder, but only out of the funds provided herein for such payment, to the respective Owners thereof at the time and place stated in said Tax Increment Contract Revenue Bonds. Section 6.10. Rieht of Owners of the Tax Increment Contract Revenue Bonds to Direct ~. Notwithstanding any provision of this Indenture to the contrary, the Owners of a majority of the aggregate principal amount of the Tax Inen:ment ConWact Revenue Bonds then Outstandim, shall have the fight, at any time, by an instrument or instruments in writing executed and delivered to the T~mstee, to dhect the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture or for any remedy available to the Trustee or exercising any ~ust or power conferred on the Tmstec or any other proceedings hereunder; provided, however, that such direction shall not be contrary to law orthe provisions of this Indenture, and the Trustee shall have the fight to decline to follow any such direction if the Tmstee in good faith shall detennim that -26- the proce so directed would involve it in p~onal liability or would be unjustly prejudicial to the Owners of the Tax Increment Contract Revenue Bonds not conse~tlng The Trustee may take any other action which is not inconsistent with the laovisions of this Indenture or with any direction under this Secdor~ Anything to the contm~ herein notwithstanding, acceleration shall not be a remedy available to the Owners. Section 6.1 I. Restoration of Rights and Remedies. If the Trustee or any Owner of a Bond has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Owner of a Bond, then and in every such case the Co~omtion, the Trustee and the Owners of the Tax In--mt Contract Revenue Bonds shall, subject to any determination in such proceeding, be restored severally and respectively to their former posifons hereunder, and thereafter all fights and remedies of the Trustee and the Owners of the Tax Increment Contract Revenue Bonds shall continue as though no such proceeding had been instituted. Section 6.12. Waiver of Stay or Extension Laws. To the extent that it may lawlhlly do so, the Corporation covenants that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of any stay or extension law whenever or wherever enacted, which may affect the coveaaants or the performance of this Indenture. The Corporation also covenants that it will not othenvise hinder, delay or impede the execution of any power herein granted to the Tmstce. Section 6.13. Delay or Omission Not Waiver No delay or omission of the Trustee or of any Owner of any Bond to exercise any right or remedy accmi~4g upon any Event of Default hereunder shall irapair any such fight or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this A~icle or by law to the Trustee or to the Owners may be exercised liom time to time, and as often as may be deemed expedient, by the Trustee or by the Owners of the Tax Increment Contract Revenue Bonds, as the case may be. [END OF ARTICLE VI] -27- Section7.01. Discharge and Release of Lien. When all Tax incmment Contmct Revenue Bonds have been paid in full as to principal and as to interest and premium, if any, or when all Tax Increment Contract Revenue Bonds have become due and payable, whether at maturity or by prior redemption or otherwise, and the Corporation shall have provided for the payment of the whole amount due or to become due on all Tax Increment Contract Revenue Bonds then outstanding, includin~ all interest which has accrued thereon or which may accrue to the date of maturity or redemption by depositing with the Trustee or the Paying AgenffRegistrar, for payment of such outstanding Tax Increment Contract Revenue Bonds and the interest thereon and any premium which may be due thereon, the entire amount due or to become due thereon, or amounts and investments sufficient to provide for such payment as provided in the Bond Resolutions, and the Corporation shall also have paid or caused to be paid all sums payable hereunder by the Corporation, including the compensation due or to become due the Trustee, then the Trustee shall, upon receipt of a letter ofiustmcfious from the Corporation requesting the same, discharge and release the lien of this Indenture and execute and deliver to the Corporation such releases or other iuslmments as shall be required to release the lien hereof. [END OF ARTICLE VIII -28- ARTICLE VIII Section8.01. Ag~gg~LT~. The Trustee, for itselfand its successors, hembyaceepts the ~usts under this Indenture, but only upon the following team and conditions set foIth in this A~dcle. (a) The Trustee may execute any o fthe trusts or powem hereof and perform any duties required of it, by or through attorneys or agents selected by it with reasonable care, and shall be e~titled to advice of cotmsel concerning all matters oftnkst hereof and its duties be~mder, and may in all cases pay such reasonable compensa~on as it shall deem proper to all such attorneys and agents as may reasonably be required and employed in connection with the trusts hereof, and the Trustee shall not be responsible for the acts or negligence of such attorneys, agents or counsel, ff selected with reasonable care. (b) ~ Trustee shall not be responsible for any recitals herein, in the Bond Resolutions or in the Tax Increment Contract Revenue Bonds. The Trustee may require of the Corporation full information and advice as to the performance of the covenants, conditions and agreements confined in th/s Indenture. The recitals and statements of fact and warranties contained in this Indenture, the Bond Resolutions and in the Tax Increment Contract Revenue Bonds shall be taken as statements by the Corporation and shall not be considered as made by or as imposing any obligation or liability upon the Trustee. (c) Except as othenvise provided in this Indenture, the Trustee shall not be bound to recognize any person as an Owner of any Bond or to take action at such person's request, unless such person's name appears as the Registered Owner of such Bond in the Register. (d) Prior to an Event of Default hereunder, and after the cming of any such Event of Default, (i) the Trustee shall not be liable for the performance of any duties, except such duties as are specifically set forth in this Indenture, and no implied covenants or obligat/ons shall be read into this Indenttwe against the Trustee, and (ii) in the absence ofbad faith on the part ofthe Trustee, the Trustee may conclusively rely upon the math, completeness and accuracy of the letters of instruction, statements, cextificates, opinions, certified resolutions and other certified showings confonning to the requirements of this Indenture. The Trustee, upon receipt of documents furnished to it by or on behalf of the Corporation pursuant to this Indenture, shall examine same to detenrdne whether or not such documents conform to the requirements of this Indenture. In case of an Event of Default which has not been cured, the Tnks~ shall exemise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the cimumstances in the conduct of his own affags. -29- (e) Except as otherwise expressly provided by the provisions of this Indenture, the Trustee shall not be obligated and may not be required to give or furnish any notice, demand, report, request, reply, statement, advice or opinion to any Owner of any Bond or to the Corporation or any other person, and the Trustee shall not incur any liability for its failure or refusal to give or furnish same unless obligated or nxluired to do so by express provision hereof. (f) Nothing berein contalued shall relieve the Trustee from liability for its own negligent action or failure to act or its own willful misconduct, except that the Trustee shall not incur any liability (i) for any error of judgment made in good faith by a responsible officer or responsible officers thereof, unless it shall be proved that it was negligent in asce~n~g the pertinent facts, or (h') in respect of any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of the percentage of the Tax Increment Contract Revenue Bonds specified herein relating to the lime, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any (mst or power conferred upon the Tmstce under this Indenture. (g) None of the provisions contained in this Indenture shall require the Trustee to advance, expend or risk its own funds or to otheawise incur finandal liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it by the security afforded to it by the teams of this Indenture. (h) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility with respect to any information in any offering memorandum or other disclosure material distributed with respect to the Tax Increment Contract Revenue Bonds, and the Trustee shall have no responsibility for comphance with securilies laws in connection with the issuance and sale of the Tax Increment Contract Revenue Bonds. (i) In the event the Trustee shall receive inconsistent or conflicting requests and indemnity from two or more groups of Owners, each representing less than a majority of the aggregate principal amount of the Tax Increment Contract Revenue Bonds then Outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken. (j) Except as otherwise especially provided by the provisions of this Indenture, the Trustee nhall not be obligated and may not be required to give or furnish any notice, demand, report, request, reply, statement, advice or opinion to any Owner of any Tax Inu~m~ent Revenue Bond or to the Corporation or any other person, and the Trustee shall not incur any liability for its failme or refusal to give or finnish same unless obligated or required to do so by express provisions hereof. -30- (k) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (1) Until termination of this Indenture, to the extent required by law, the Corporation shall file conlmuation statements as required to continue in effect the Uniform Commercial Code financing statement filed with the Secretary of State of the State of Texas listing the Trustee as the secured party and the Coxporation as the debtor. (m) The Trastee is under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Tax Increment Contract Revenue Bonds unless such Owners have offered ~o the Trustee security or indemnity satisfactory to the Trustee as to its terms, coverage, duration, amount and otherwise with respect to the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, and the provision of such indemnity shall be mandatory for any remedy taken upon direction of the Owners of a majority in aggregate principal amount of the Tax Increment Contract Revenue Bonds. (n) The Trustee is not required to make any inquhy or investigation into the facts or matters stated in any resolution, certificate, statement, imtrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture or other paper or document but the Trustee, in its discretion, may make such fmther inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such fuflher inquiry or investigation, it is entitled to examine the books, records and premises of the Corporation, in person or by agent or attorney. (o) The Tmstee's immunities and protections fi~om liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Tmstee's officers, directors, agents, attomeys and employees. Such immunities and protections and fight to indenmification, together with the Tmstee's right to compen~fion, shall survive the Trnstee's resignation or removal, the discharge of this Indenture and final payment of the Tax Increment Contract Revenue Bonds. (P) Tbe permissive right of the Trustee to take the aetiom permitted by this Indenture shall not be construed as an obligation or duty to do so. ~. ~. To the extent not prohibited by this Article, the Trustee may rely, and shall be protected in acting upon, any letters of instruction, statements, certificates, certified resolutions, opinions, notices, consents, orders, appraisals, reports, pelidies, bonds or other papers or documents believed by it to be genuine and to have been signed ur presented to it by the proper person or persons, and the Trustee may consult with counsel and the opinion of such counsel shall be full and complete authorization and protection in respect of any actiontaken or suffered by the Trustee hereunder in good failh and in confonllity with the opillion of such cotmsel. -31- Section8.03. CerfificateoftheCoroorationasProof Wheneverintheadminis~rafionofthetrusts of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, then, in the absence of bad faith on the part of the Tmstec, and unless other evidence in respect thereof be herein specifically prescribed, and unless an Event of Default hereunder, to the knowledge o f the Trustee, shall have occurred and be confnning, such matter may be deemed to be conelnsively proved and established by a certificate of the Corporation, executed by the Chair or the Execu6ve Director of the Corporation and delivered to the Tmstec, and such certificate shall be full warranty to the Trustee for any action taken or suffered by it under the provisions of this Indenture Section 8.04. Trustee May Own Tax Increment Contract Revenue Bo.d~. The Trustee, in its commercialbanking or any other capacity, may become the owner or pledgee of Tax Increment Contract Revenue Bonds or other cea~ficates or evidences of ownership or pledge thereof issued hereunder, with the same fightsit wonld have ifit were not the Trustee. TI~ Trustee, inits enmmeadal bauldng or in any other capacity, may also engage in or be interested in any financial or other Wansaction with the Corporation and may act as depositor, txustee or agent for any committee of Owners secured hereby or other obligations of the Corporation as freely as if it were not Trustee. The provisions of this Section shall extend to affiliates of the Trustee. Section 8.05. Compensation of Trustee. The Corporation shall pay to the Trustee all reasonable fees, charges and expenses of the Trustee (including the reasonable fees, charges and expenses of its agents and counsel) for the administration and execution of the txnsts hereby created and the performance of its powers and duties hereunder. The Corporation further agrees that it will, to the extent permitted by law, indenmify, defend and hold the Trustee harmless from and against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the office o f T tastee under this Indenture, including the costs of de fending itseff against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The foregoing notwithstanding, should the Trustee exemise any of the rights or powers yested in it by this Indenture upon receiving security or indemnity satisfactou to the Trustee as provided in Section 8.01 (m), the Corporation shall be under no obligation to provide indemnity with respect to the particular actions taken by the Trustee for which security or indemnity has been so provided in accordance with Section 8.01(m). ~. Removal of Trustee. The Trustee may be removed at any time by an instrument or concummt insmunents in writing, signed by the Owners of a majority in principal amount of the Tax Increment Contract Revenue Bonds then Outstanding and delivered to the Trustee, with notice thereof given to the Corporation~ Section8.07. Resi_anationofTmst~. The Trnstec may at any fime resign and be discharged from the trusts hereby created by giving written notice to the Corporation and by prov/dlng written notice to the Owners of its intended resignation at least sixty (60) days in advance thereof. Such notice shall specify the date on which such resignation shall take effect and shall be sent by first class mail, postage prepaid to each -32- Registered Owner of Tax Increment Revenue Bond. Resignation by the Trustee shall not take eff~ unless and until a successor to such Trustee shall have been appointed and shall have accepted appointment as hereinafter provided. Section 8.08. A_ _vpointment of Successor Truste0. In case the Trustee hereunder shall resign, or shall be t~moved or dissolved, or shall be in the course of dissolution or liquidation, or shall otherwise become incapable of acting hereunder, or in case the Trustee shall be taken under control of any public officer or officers or a receiver appointed by a court, a successor may be appointed by the Co~pomtion, if no Event of Default has occurred or is continuing, or by the Owners of a majority in principal amount of the Tax Increment Contract Revenue Bonds then Outstanding, by an instrument or conctme~t instruments in writing, signed by the Corporation or such Owners or their duly authorized representatives and delivered to the Trustee, with notice thereof given to the Corporation; provided, however, that in any of the events above mentioned, the Corporation may neveaheless appoint a tempmary Trustee to fill such vacancy until a successor shall be appointed by the Owners in the manner above provided, and any such tampomry Trustee so appointed by the Corporation shall immediately and without further act be automatically succeeded by the successor to the Trustee appointed by the Owners. The Corporation shall provide written notice to the Owners of the appointment of any successor Trustee, whether temporary or permanent, in the manner provided in the preceding Section of this Indenture for providing notiee of file resignation of the Trustee. Any successor Trustee or temporary Trustee shall be a trust company or bank in good standing located in or incorporated under the laws of the State of Texas duly authorized to exercise ~ powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $50,000,000. In the event that no appointment of a successor Trustee is made by the Owners or by the Corporation pursuant to the foregoing provisions of this Section at the time a vacancy in the office of the Trustee shall have occurred, the Owner of any Bond issued hereunder or the retiring Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, atter such notice as it shall deem proper, if any, appoint a successor Trustee. Section 8.09. Powers of Successor Tmst~. Each successor Trustee appointed herermder shall execute, acknowledge and deliver to its predecessor and to the Coxporafon, an inslnnnent in writing accepting such appointment hereunder, and themrpon such successor Trustee, without any further act, deed or conveyance, shall become fitly vested with all the estates, properties, fights, powers, trusts, duties and obligations of its predecessor, but such predecessor Trustee shall, nevertheless, on the written request of the Corporation, execute and deliver an instrument ~ansfenin4~ to such successor Trustee all ~e estates, properties, rights, powers, trusts, duties and obligations ofsuchpredeeessor herennder. Eachpmdeeessor Trustee shall mediately deliver all properties, securities and moneys held by it to its successor; provided, however, that before any such delivery is required or made, all proper fees, advances and expemes of the predecessor Trustee shall be paid in full. Should any deed, conveyance or inslnnnent in writing be required from the Corpomtinn by any successor Trustee for propeffies, fights, powers, trusts, duties and obligations hereby vested or intended to be vested in the predecessor Trustee, any and all such deeds, conveyances -33- and instruments in wr/ting shall, on request, be executed, acknowledged and delivered by the Coq~oral/on. The resignation of any Trustee, appointing a successor Trustee hereunder, together with all deeds, conveyances and other instruments provided for in this Article shall, at the expense of the Corporation, be properly filed or recorded and a copy thereof shall be filed with such successor Trustee, together with a statement showing such filing or recoKlation. Section 8.10. Merger. Conversion or Consolidation of Tmstee. Notwithstanding any provision hereof to the contrary, any corporation or association into which the Trustee may be merged or converted, or with which it may be consolidated, or any corporation succeeding to all or substantially all of the corporate taust business of the Trustee, or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, shall be the successor Trustee under this Indenture without the execution or filing of any instrument or any other act on the part of any of the parties hereto. [END OF ARTICLE VIII] -34- ARTICLE IX MODIFICATION OF INDENTURE Section 9.0J. Su_~Dlemental Indentu~s Not Requirine Consent of Owners of the Tax Inereme~,l Contract Revenue Bonds. The Corporation and the Trustee may, without the consent of the Owners of any of the Tax Increment Contract Revenue Bonds, enter into one or more supplemental indentures, which shall form a part hereof, for any one or more of the following purposes: (a) to cure any ambiguity, inconsistency or formal defect or omission in this Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Owners of the Tax Inclement Contract Revenue Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners of the Tax Increment Contract Revenue Bonds orthe T~ or either of them; (c) to subject to the lien of this Indenture additional revenues, properties or collateral; (d) to modify, amend or supplement this Indenture or any supplemental indenttue in such manner as to provide further assurances that interest on the Tax Incnmaent Contract Revenue Bonds will, to the greatest extent legally possible, be excludable from gross income for federal income tax purposes; (e) to obtain bond insurance for any Tax Increment Contract Revenue Bonds; to permit any Tax Increment Contract Revenue Bonds to be issued in book entry (g) to modify, amend or supplement this Indenture or any supplemental indenture in such manner as to provide for a debt service reserve fund, consistent with the terms of any resolution of the nature described in Section 4.04 that may hereafter be adopted by the Corporation; and Ca) to permit thc assumption of the Corporation's obligations hereunder by any other entity that may become the legal successor to the Corporation; provided, however, that no provision in such supplemental indenture sMll be inconsistent with this Indenture or shall impair in any manner the fights of the Owners of the Tax Increment Contract Revenue Bends. The Trustee sbM1 not be obligated to enter into any such supplemental indenture which adversely affecls the Trustee's own rights, duties or immunities under this Indenture. -35- .~8~i.~L9_,.0~. Suo_olemental lndenhmes Re~ui_ 'tin? Consent of Owners of the Tax Inqtv*xne, a ~:Y-gP-W~I~;~[. Except as otherwise provided in the preceding Section, any modification, change or amendment of this Indenture may be made only by a supplemantal indenture adopted and executed by the Corporation and the Trustee with the consent of the Owners of not less than a majority of the aggregate principal amount of the Tax Increment Contract Revenue Bonds then Outstanding. . Notwithstanding the preceding paragraph of this Section, no modification, change or amendment to this Indenture shall, without the consent of the Owner of each Bond so affected, extend the time of payment of the Principal Installments or interest thereon, or reduce the Principal Installments or premium, .if any, thereon, or the rote of interest thereon, or make the Principal Installments or interest thereon payable m any corn or currency other than that hereinbefore provided, or deprive such Owner of the lien hereof on the revenues pledged hereunder. Moreover, without the consent of the Owner of each Bond then Outstanding, no modification, change or amendment to this Indenture shall permit the creation of any lien on the revenues pledged hereunder equal or prior to the lien hereof, or reduce the aggregate principal amount of Tax Increment Contract Revenue Bonds, the Owners of which are required to approve any such modification, change or amendment of this Indentore. cfi_$..C~.0_~_9.~% Consen~B. Consents requited ptusuant to this Article shall be valid only if given following the giving of notice by or en behalf of the Corporation requesting such consent, setting forth the substance of the supplemental indenture in respect of which such consent is sought and stating that copies thereof are available at the office of the Trnstec for inspection, to the Owners of Tax Increment Contract Revenue Bonds whose consent is required in accordance with the provisions of this Paticle. Such notice shall be given by sending such notice by first-class mail, postage prepaid, to the registered Owners of such Tax Increment Contract Revenue Bonds. Any consent or other action by an Owner of any Bond in accordance with this Paticle shall bind every hture owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof. Section 9,04, Delivery of Counsel's Ooinion with Resvectto Suvplemental lndenmre.~. Subject to the provisions of Section 8.01, the Trustee in executing or accepting the additional trusts permitted by this Article or the modifications thereby of the trusts created by this Indenture may rely, and shall be fully protected in relying, on an opinion of counsel acceptable to it stating that (a) the execution of such supplemental indenture is authorized or permitted by this Indenture and (b) all conditinm precedent to the execution and delivery of such supplemental indenture have been complied with, and an opinion of Bond Counsel that the execution and performance of such supplemental indenture shall not, in and of itself, adversely affect the federal income tax status of the Tax Ineremant Contract Revenue Bonds. [END OF ARTICLE IX] -36- ARTICLE X GENERAL PROVISIONS Seetion 10.01. Proof of Execution of Writin~ and Owne~hip. Any instrument provided in this Indenture to be signed or executed by the Owners of aH or any portion of the Tax Increment Contract Revenue Bonds may be in any number of writings of similar tenor and may be signed or executed by such Owners in person or by their duly authorized representatives. Proof of the execution of any such instrument, or of the writing appoinfng any such agent, or of the ownership of any Bond, shall be sufficient for any of the purposes of this Indenture and shall be conclusive in favor of the Corporation and the Trustee with respect to any actions taken by either under such instruments ff.' (a) the fact and date of ~be execution by any person of any such instrument is proved by (i) a certificate of any officer of any jurisdiction who by law has power to take acknowledgments of deeds within such jurisdiction, to the effect that the person signing such instrument acknowledged befoxe him the execution thereof, or (ii) an affidavit of a witness of such execution; and Co) the ownership of any Bond registered as to both principal and interest is proved by the registration books kept by the Paying Agent/Registrar. fi,~z~.LQ_~. 2. ~. The covenants, stipulations and agreements contained in this Indenture are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and the Owners of the Tax Increment Contract Revenue Bonds, and nothing in this Indenture expressed or implied shall be construed to confer upon or give to any other person any right, remedy or claim under or by reason of this Indenture. Section 10.03. ~. No covenant or agreement contained in the Tax Increment Contract Revenue Bonds or in this Indenture shall be deemed to be the covenant or agreement of any member &the Board of Directors of the Corporation orthe Tmstce or any officer, agent, employee or representative of the Corporation or the Trustee in his individml capacity, ~ad neither the officers, agents, employees or representatives of the Corporation or the Trustee nor any person executing the Tax Increment Contract Revenue Bonds shall be personally liable thereon or be subject to any personal liability or accountability by reason of the issuance hhexeof, whether by viaue of any constitution, statute or role of law, or by the enforcement of any ass~sment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the execution of this Indenture, the adoption of the Bond Resolutions and the issuance of the Tax Increment Contract Revenue Bonds. Section 10.04. Notice. Any notice, demand, direction, request, or other instrument authorized or required by this Indenture to be given to or filed with the Trustee or the Corporation shall be deemed to be effective for all purposes of this Indenture if and when sent by registered or ce~ied mail, postage -37- pm'paid, to the address specified below or at such other address as may be designated in writing by the pmies: (1) For payment, registralion, transfer, exchan4e and tender of the Tax Increment Contract Revenue Bonds: Bv Hand and Overnight Coud~r; JPMorgan Chase Bank Imtitutional Trust Services 2001 Bryan Street, Ninth Floor Dallas, Texas 75201 JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, Texas 75201-2320 (2) For all communicatiom relating to the Tax Increment Contract Revenue Bonds: Trustee: JPMorgan Chase Bank 600 Travis Street, Suite 1150 Houston, Texas 77002 Attu: Institutional Trust Services Corporation: Noxth Padre Island Development Corporation 1201 Leopard Corpus Christi, Texas 78401 Atln: Chair, Board of Directors Notwithstanding the foregoing, notices to the Trustee shall be effective only upon receipt. Section 10.05. ~. This Indenture shall be governed in all respects, including validity, interpretation and effect, by, and shall be enforceable in accordance with, the laws of the State of Texas. Section 10.06. Severabili_ty. If any provision of this Indanttge shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the scasaining poflions shall not in any way be affected or impaired. In case any covenant, stipulation, obligation or agreement contained in the Tax Increment Contract Revenue Bonds, the Bond Resolutions or in this Indenture shall for any reason be held to be usurious or in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Corporation to the full extent lXandtted by law. Section 10.07. ~. This Agreement shall be binding upon the Corporation and the Trustee and their successors and assigns. Section 10.08. Exeeutionin Several Counterp_ art~. This Indenture may be simultaneously executed in several counterparts, all of which shall constitute one and the same immanent and each of which shall be, and shall be deemed to be, an original. [EXECUTION PAGE FOLLOWS] -38- IN WITNESS WHEREOF, the Corpom~on and the Trustee have mused this Indenture to be signed, sealed and attested on their behalf by their duly authorized representatives, all as of the date first hexeinabove written. NORTH PADRE ISLAND DEVELOPMENT CORPORATION AITEST: (SEAL) JPMORGAN CHASE BANK, as Trustee By:.. Tilte~ -39- EXHIB1T A FORM OF REQUISITION CERTIFICATE Requisition No. [date] JPMorgan Chase Bank, as Trustee 600 Trsvis SUeet, Suit~ 1150 Houston, Texas 77002 Attention: Ladies and Gentlemen: This ceaifieate is provided to you pursuant to Section 4.05(1/) of the Indenture of Tmst, dated as of February 1,2003 (the "Indenture"), between the North Padre Island Development Corporation (the "Corporation") and JPMurgan Chase Bank, as Trustee. The capitalized terms used in this certificate have the same meanings given such terms in the Indenture. On behalf of the Corporation, I, the undersigned authorized officer of the Corporation, do hereby certify as follows: (i) There has been expended, or will be expended within 90 days, on account of Preject Costs,or there has been expended or incurred or estimated to have been incurred on account of Costs of Issuance, the following amounts which is (are) hereby requisitioned for disbursement: Project Costs: Costs of Issuance: (ii) No other certificate in respect of the expenditures set forth in clause (i) above is being or has previously been delivered to the Trustee; (iii) All amounts previously disbursed plus the amounts hereby requested to be disbursed from the Project Fund have been and will be used to pay the costs 0fProject Costs or Costs of Issuance; (iv) No Event of Default under the Indenture has occurred and is continuing; and (vi) TheamountrequestedistobeusedtopayProjectCostswhicharequalifyingcosts; (vii) The portion of the amount requested which will be used to pay Costs oflssuance or will be used in the trade or business of a person other than an exempt person plus all previous amounts requested for use to pay Costs of Issuance or for use in the trade or business of a Person other than an exempt person does not exceed 5% of the net proceeds of the Bonds of the issue with respect to which the Project Fund referenced below was established. You are hereby directed to pay the amounts (which total the amount requisitioned by clause (i) above) set forth on Attachment I hereto fromthe Project Fund to the persons set forth on Attachment I hereto in accordance with the payment instructions set forth on Attachment I hereto. North Padre Island Development Corporation By. Author/zed Representative A-t ATTACHMENT I TO REQUISITION NO. Payee Payment Instructions A-2 EXHIBIT B FORM OF REQUISITION CERTIFICATE Requisition No. [date] JPMorgan Chase Bank, as Trustee 600 Tmvis Street, Suite 1150 Houston, Texas 77002 Attention: Ladies and Gentlemen: This certificate is provided to you pursuant to Section 4.06 of the Indenture of Trust, dated as of February 1, 2003 (the "Indenture"), between the North Padre Island Development Corporation (the "Corporation") and JPMorgan Chase Bank, as Trustee. The capitalized terms used in this certificate have the same meanings given such terms in the Indenture. On behalf of the Corporation, 1, the undersigned authorized officer of the Corporation, do hereby certify as follows: (i) There has been expended, or will be expended within 90 days, on account of maintaining the Improvement (which constitutes a Project CosO, the following amounts which is (are) hereby requisitioned for disbursement: (ii) No other certificate in respect of the expenditures set forth in clause (i) above is being or has previously been delivered to the Trustee; (iii) All amounts previously disbursed plus the amounts hereby requested to be disbursed from the Maintenance Fund have been and will be used to pay the costs of maintaining the Improvement; (iv) No Event of Default under the Indenture has occurred and is continuing; and (vi) The amount requested is to be used to pay qualifying maintenance costs. You are hereby directed to pay the amounts (which total the amount requisitioned by clause (i) above) set forth on Attachment I hereto from the Maintenance Fund to the persons set forth on Attachment I hereto in accordance with the payment instructions set forth on Attachment I hereto. North Padre Island Development Corporation By Authorized Representative ATTACHMENT I TO REQUISITION NO. Payee B-2 NORTH PADRE ISLAND CORPORATION AGENDA MEMORANDUM AGENDA ITEM #6: Resolution appropriating the proceeds from the sale of the February 25, 2003 Norfla Padre Island Development Corporation Tax Increment Revenue Bonds, Series 2003 to fund the construction and expansion of Packery Channel, and to pay related costs of issuance, up to $3,000,000. REQUIRED CORPORATION ACTION: Approval of the Resolution appropriating the proceeds from the sale of the North Padre Island Development Corporation Tax Increment Revenue Bonds, Series 2003 is required. PREVIOUS CORPORATION ACTION: On November 27, 2002, the Trustees approved the bylaws and elected the officers of the No,da Padre Island Development Corporation. On October 3, 2002, the Corpus Christi City Council approved a Resolution approving the formation of the North Padre Island Development Corporation and approved its Articles of Incorporation and bylaws. RECOMMENDATION: It is recommended that the Corporation approve the appropriation of the proceeds from the sale of the TIF bonds Direc~/o~o~inanci~l-S erv~-ces 17 CITY COUNCIL AGENDA MEMORANDUM February 25, 2003 AGENDA ITEM: (A) Ordinance approving the project and financing plan for Tax Increment Reinvestment Zone Number Two, City of Corpus Christi, Texas. ISSUE: In order to proceed with the implementation of the Packer~ Channel plan, adoption of the project and financing plans is necessary. The Project consists of dredging a 134-foot wide channel to connect the existing Packery Channel to the Gulf of Mexico to a 12-foot deep authorized depth (requiring an initial dredge depth to -14 feet) and dredging the existing channel to a depth of -7 feet (mean sea level) and a width of 80-feet. The total length of the proposed channel from the Gulf end of the jetties to the Gulf Intmcoastal Waterway (G1WW) is approximately 18,500 feet (3.5 miles). Approximately 801,200 cubic yards (cy) of material will be dredged during construction, most of which (646,000 cy) will be placed on the beach south of the proposed jetties placement area (PA-4S) for storm damage reduction in front of the existing concrete seawall. Sandy maintenance material from the channel east of the SH 361 bridge will be used for beach nourishment, and a sand bypass system will be designed to move accumulated sand from longshore drift to the downdrift side of the jetties. Approximately 15,000 cy of estimated maintenance dredging every 5 years will be placed in an upland site. Secondary development that includes public improvements is being proposed by the City of Corpus Christi as local sponsor. Proposed park amenities encompass approximately 14.2 acres and include access to Packery Channel, the beach, and the jetties; passenger and recreational vehicle parking; walkways; restrooms; and vendor facilities. The location of two potential City of Corpus Christi park areas are proposed along the area nearest the Gulf of Mexico reach of Packery Channel. The USACE was directed by Congress to carry out a project for ecosystem restoration and storm damage reduction at North Padre Island. The Project is described in the Environmental Impact Statement (EIS), as are the benefits and impacts to be expected from the Project. Erosion of the beach in front of the seawall just south of the boundary between Mustang and North Padre Islands is causing a loss of recreational beach. Dredging Packery Channel would provide sand for nourishment of the beach, and an enlarged beach would reduce potential future storm damage. A Project Study Plan, prepared by the USACE in 1999, examined three alternative sites, including Packery Channel. Three different channel widths under three different salinity regimes were also examined to determine the environmental benefits of an opening between the Laguna Madre and the Gulf of Mexico. The environmental benefits of all alternatives were essentially negligible. The City of Corpus Christi, Texas (the "City), the Non-Federal Sponsor, in connection with the federally assisted project, the North Padre Island Storm Damage Reduction and Environmental Restoration Project at North Padre Island authorized by the Water Resources Development Act of 1999 (the "Project"), is fully capable of meeting cost-sharing and other obligations as required under the terms of the draft Project Cooperation Agreement (the "PCA") in connection with the Project. The PCA estimates the total cost of the initial construction of the Project to be approximately $30,000,000. The City's share of such cost is estimated to be approximately $10,500,000. The City will finance its portion of the non-federal cost of the Project by issuance of bonds by the Noffia Padre Island Development Corporation. The bonds will be secured by the tax increment generated by the reinvestment zone created by the City for the Project. All of the financing details are shown in the project and financing plan. REQUIRED COUNCIL ACTION: Approval of the resolution is required. PREVIOUS COUNCIL ACTION: Ordinance No. 024270 adopted City Council on November 14, 2000, the City created a tax increment reinvestment zone known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas" (the "Zone") pursuant to Chapter 311 of the Texas Tax Code, and approved a preliminary reinvestment zone financing plan for the non-federal share of the Project. The preliminary plan determined that the tax increment produced by the Zone will be adequate to finance the non-federal cost. In December 2000 the City Council authorized interlecal agreements with Nueces County, the Nueces County Hospital District, and Del Mar College, wherein the entities pledged their tax increments from the Zone for the payment of Project Costs in the Zone. Resolution 025040 adopted by the City Council on October 8, 2002 authorized the creation of the North Padre Island Development Corporation (the "Corporation), a local government corporation under the provision of Subchapter D, chapter 431, Texas Transportation Code and Section 311.010(f) of the Texas Tax Code, to assist the City Council and the Board of Directors of the Zone in developing the Zone, including the power to issue bonds. The City Council was appointed to North Padre Island Development Corporation on December 17, 2002. FUNDING: The project will be funded through the sale of bonds. RECOMMENDATION: City Staff recommends approval of the Ordinance approving the project and financing plan for Tax Increment Reinvestment Zone Number Two, City of Corpus Christi, Texas. Dire~t'or of Financial Services ORDINANCE NO. AN ORDINANCE APPROVING A FINAL PROJECT AND FINANCING PLAN FOR THE "REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS"; APPROVING THE SALE OF BONDS BY NORTH PADRE ISLAND DEVELOPMENT CORPORATION IN FURTHERANCE OF THE FINAL PROJECT AND FINANCING PLAN; AND OTHER MATTERS RELATING THERETO. WHEREAS, on November 14, 2000, the City Council of the City adopted Ordinance No. 024270 (the "Creation Ordinance"), approving the creation of a tax inwea~xent reinvesiment zone in the City known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas" ('"I'IRZ Two"); and WHEREAS, in connection with the adoption of the Creation Ordinance and the establishment of TIRZ Two, the City prepared a p~ 'hminary reinvestment zone financing plan, and presented the pre'~ reinvestment zone financing plan to the governing body of each taxing unit that levies taxes on real propeay in the proposed reinveslment zone; and WHEREAS, in compliance with the provisions of Chapter 311, Texas Tax Code (the "Act"), a project plan and reinvestment zone financing plan has been prepared and approved by the Board of Directors of TIRZ Two, which project plan and reinveslment zone financing plan so approved is attached to this Ordinance as Exhibit "A" (the "Plan'S; and WHEREAS, in compliance with the Act, the City Council finds it necessary and desirable to approve the Plan submitted with this Ordinance; and WHEREAS, by Resolution No. 025040, adopted on October 8, 2002, the City authorized the creation of the North Padre Island Development Corporalion (the "Corpora6on") to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary funclions with respect to the common good and general welfare of the City, as described in the Creation Ordinance; and WHEREAS, on Fobruar7 25, 2003 theCorporation adopted a resolution authorizing the issuance and delivery of up to $3,000,000 in Tax Increment Contract Revenue Bonds, Series 2003 (the "Bonds"), for the purpose of funding a portion of the "project costs" as are set fo~h in the Plan; and WHEREAS, the Corporation and the Board of Directors of TIRZ Two have approved the execution and delivery of that cemin Agreement by and among the City, TIRZ Two, and the Corporation dated as of February 1, 2003 (the "Tri-Pasty Agreement"), pursuant to which the Corporafio~ was delegated cc~ htln power and authority in connection with the implementation of the Plan on behalfofTlRZ Two, including, but not limited to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Th-Party Agreement; and WHEREAS, the City Council finds it necessary and advisable to adopt this Ordinarlce tO approve the Plan, as ~luired by the Act, to approve the Ti'i-Party Agreement, and the approve the resolution of the Corporation that authorized the issuance and delivery of the Bonds. NOW, THF, REFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1; That the facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be tree and correct. ~ That the City Council hereby approves the project plan and the reinveslme~t zon~ financing plan attached to this Ordinance as Exhibit "A", as required by Section 311.011 of the Act ~ That the City Council does hereby find and declare that tho project and financing plan submitted to the City Council for approval, and hereby approved by the adoption of this Ordinance, is feasible for the development of TIRZ Two and conform to the ma~x plan of tho City. ~ That the City hereby approves the Resolution adopted by the Colporation, in substanlially the form and substance as attached hereto as Exhibit "B", and all documents attached to the Resolution including, without limitation, the Tri-Party Agreement. The Mayor and the City Secretary are hexeby authorized to execute, attest, seal and delivex the Tfi-Party Agreement on behalf of the City. The issuance of Bonds in an amount not to exceed $3,000,000 for the purposes desoribed in the Resolution is hereby approved. SECTION 5: That if any section, paragraph, elanse or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 6: This Ordinance shall be effective immediately from and atter its passage in accordance with the provisions of Section 1201.028, Texas Govemment Code. SIGNED AND SEALED THIS 25TH DAY OF FEBRUARY, 2003. Mayor, City of Corpus Christi, Texas City Secretary APPROVED AS TO FORM: (SEAL) Acting City Attomoy THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that thc above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of thc City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 25th day of February, 2003, approving the project and financing plan for Reinvestment Zone Number Two, City of Corpus Christi, Texas, and other mattem related thereto, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and propose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 25th day of February, 2003. City Secretary, City of Corpus Christi, Texas (SEAL) 4 Reinvestment Zone Number Two City of Corpus Christi,, Texas Project Plan and Reinvestment Zone Financing Plan February 25, 2003 Reinvestment Zone Number Two, City of Corpus Christi, Texas February 25, 2003 Project Plan and Reinvestment Zone Financing Plan Introduction to The Project and Finance Plan General Background As rexluir~d under the Tax Incxcm~nt Financing Act, Chaptex 311, Texas Tax Code (tho"TIF Acf'), the Board ~ Directors (th~ "Zon~ Board") of Reinv~nc~t Zon~ Numbcx Two, City of Corpus Christi, Texas (thc "Zone '% has propared this Projoct Plan and R~v~tmeat Zone Finmming Plan (the "Plan"). The City Council ortho City of Corpus Christi, Texas (the "City") and thc Zono Board must both adopt this Plan. The Plan includes ioformation ~ proposed land uses and development, es~imatad project and non-project co~ts and ~'lminiatrativ¢ oxpeas~, onginccring stodies, p~ financing and economic feasibility data, and prop~y appraisal data. The Plan includ~ financing ofth~ Zoo's portion of the North Padre Island Storm Damage Raductioa and Environn~,~! Rc~a~on Project (th~ "Project"). This PISn ~ out thc d~xils of th~ tax aad economic boncfits de~ivad fxom development of the Project Site, thc scope of the Project, and the flmmcing strat~y for funding of Project costs through th~ issuamo of bonds. Complete copies of the Plan, inc!t,~i~ a report aaachad to this Plan, as Exhibit A, entitled "Forecast of Potsntial TW Rewenue Flows on North Padre Island", prepared by Economics Research Associates ("ERA '% wlfich consfitutus the econor&c feas~ff~y stady required by thc TIY Act, are available from the City of Corpus Christi, Texas, 1201 Leopard Street, Corpus Christi, Texas 78401, Attcation: City Secretary. North Padre Island Storm Damage Reduction and Environnum~M Restoration Project Th~ Project is a project of thc U.S. Army Corps of Enginears (the "Corps") to dradge and cbsn.¢liz¢ a nx~med waterway ("Packe~ Channel") betwe~ the Laguna Madr~ Intracoastal Wate~nsy and the Gulf of Moxico. In addition to the Packety Chaand, the Project includes construction by th~ Corps of two 1,400 foot jmies paralldin~ th~ Packery Channel. Ofth~ total $30,000,000 projcct~ cost of the Project, thc City as Project sponsor has agre~l to pay $10.5 million. Tho r~l~slning Project costs are to be paid by tho United States Government. Tho City has created the Zone for the purpose of raising funds neenkxl to provid~ thc Zon~ Project costs through th~ issuance of bonds by tho North Padr~ Island Development Coqxa~iJon (the "Issue'), a not-foe- profit local 8ov~meat corporatio~ It was cstablish~ by tho City under th~ provisions of Chapter 431, T~ms Trausportation Cod~, and tl~ gea~xal laws of the Stat~ of Texas to aid, assist, and ast on behaffof tl~ City in li~ performm~e of the City's gowm~ental functions and to provide a moans of financing cortain Project costs in Th~ Corps was dirocted by tho Co~r~s of the Unitad States ("Congress") to carry out a proj~t for ~t~n ~storation and storm damage reduction at North Padre Island. Thc Project will oared lt~ eodsfing approxim~ely 2.6 mil~s portion of the Pa~kcry Channel an ~itional 0.9 mile. Tt~ Proj~t is desefibad in th~ Environmontfl Impact Stateme~ (EIS), as ~ the benefits ~ impa~ to be ~ from the Project. Erosion of the beth in front of the .seawall just south of the boonch~ between Mustang and North Padre Islands is causing a loss of recreational beach. Dredging Packery Channel would provide ssnd for nomishm~ of tho beach, ~md an enlarged b~ach would redue~ potentiol futura storm d~m~. A Pr~ect Study Plan, prepared by th~ Co~s in 1999, ~m~in~d thres alter/~tivo sites, in~ludin~ Packe~ Channol. Thr~ diffexont ehaan~l w/tlthn under three diffexem salinity regimes were also ~xarained to detcamino th~ benefits of all allm~atives were esse~ially ne~igiblo. Tha final EIS will be avai!obl¢ upon publication by th~ Corps fern the City of Corpus Christi, Texas, 1201 Leopard St~-t, Corpus Chiisti, Texas 78401, Attention: City secr ay. The Project is a project for ecosystem restoration and storm damage reduction consisting of a jettied entrance channel, main channel dredged to a required d~pth of 14 feet and a bottom width of 116 feet up to the Texas Highway 361 bridge, scour protection for the existing bridge, coner~ bulkheads on both sides of the main channel C~eefing thr~ plac~x~t areas to create shallow water habitat, continuing with a smaller charm01 along the existing ali~nnn~mt of Packery Channel from the highway bridge to the GulfI,,h~ml Waterway, dredged to a required depth of 7 feet and bottom width of $0 feet, instsllation of a 30 inch HDDPE pipe for a sand bypass system, beach nourishment on the beach south of the channel and miscellaneous utility removals and relocations. The Project consists ofdr~dging a 134-foot wide channel to ~canoct the existing Packe~y Channel to the Gulf of Mexiooto a 12-foot deep authorized depth (requiring a~ initial dredge depth to - 14 f0et) and dred~ng tl~ e0fisfing channel to a depth of-7 feet (mean sea level) and a width of 80-feet. The total l~th of the proposed channel from the Guff end of the j~fies to the Gulf Inlracoastal Wat~way is approximately 18,500 feet (3.5 miles), Approximately 801,200 cubic yards (cy) of material will be dredged dufin_g conslmedoo, most ofwhich (646,000 cy) will be placed on the beach south of the proposed jetties placement area (PA-4S) for storm damage r~luction in front of the exi,~n~ concrete seawall. Sandy maint~nnnee matnial from the channel east of the SH 361 bridge will be used for beach nourishment, and a sand bypass system will be designed to move acommlated sand from longshor~ driR to tho downdl~ side of the jetties. Approximately 15,000 cy of esamated maintenanc~ dredging every five yeers will be plaeed in an upland site. The Projeet is to be constructed by tho Corps under a proposed Projest Cooperation Agre~nent between The Department ofth~ Army and the City (the "Project Conlract"). The Project Contract has not bean approved by cithex the Corps or the City, but the City ~pects execution of the Project Conlract by both parties by Spring 2003. The Plan calls for the tonninder oftbe approximnt¢ly $19.5 million needed to complete the Project to be funded by the United States Government under the Project ConUact. As of Fcbru~xy 25, 2003, Congress has appropriated $4.0 millioil for Project construction, but is under no obligation to appropriate the remainder of its share of Project costs. Once the initial Project is completed, the City will incur costs of maintenanee dredging of Packeay Channel, as described above. It is anticipated that upon completion of the initial Project, the estimated mainte~amn~ c~lL~ing will ~mme~ee in 2008, alld file es6mate~l ca,st of such malnt¢ilanee dredging in that year will approximate $350,000. The costs of the maintenanee dredging a~ intended to be paid by the Zone, eitl~r from tax iron,mt coileetion-% proceeds from bonds, a combination of those two sources, or other monb~s made available to the City or th© Zone for such PmlX~se. Seconxla~y development within the Zone that includes public improve~nents is being v, vvosed by the City as local sponsor. Secondmy development includes proposed park ameoilies that e~co~ipass approximately 14.2 acres providing access to Packe~y Channel, the bench, nmi the jetlies; passenger and recreational vehicle pnrldn~g; walk-ways; restrooms; stoa vendor facilities. The location of two potential City park areas is proposed along thc nxea nearest the Gulf of Mexico reach of Pnckery Chnnnel. The Proj~ the maintenance dredging of the Packe~ Ch.-nel, and tbe public improvements associated ~ pro~ s~ dev~opmcot m'e found to be "Project Costs" as such Iram is de~med in the TIF Act. The Project Contract The Project is to be consiructed by ~e Corps under tl~ Pmjeet Contra~t. The Project Conu'act has not been approved by either the Corps or the City, but the City expeets execution of the Contract byboth parties by Spring 2003. Under the Project Contract, the Corps, subject to receiving funds appropriated by Congress and usingthe 2 federal govemmem's shar~ of Project costs, then Project coastructioo will be a~nded or the Project Contract tcaa~natod. Tho f~$ral government enl}ressly makes no {x~m~tmont to seek additional f~l~ral funds for the Proj~'t. The City would agre~ to contribut~ 35% of the total Project costs, at loast five percent of which must be coatributod in cash with tho remain~ being ~e appraised value of cash or lands, oasements, fights-of-way, and statable burrow and dredged or excavated material disposal areas. Thc City must dep~it its share of projected ~,~ncial obligations for consm~on through the first fiscal year of construction wi~i~ 45 days ofnofice from the Coq~. Fo~ each subsequent yea~, the deposit must b~ made no late~ than 60 days prior to the be~nning of the fiscal year. The Project Contract obligates the City to oporate, maintain, repair, r~place, and rohabilitate the eatiro Project at no cost to the federal government The City is seddn~ mmsfer of a portion of the msimenance cost to the Corps, but at this time no provision has been made for paym~t of ongoing maintellance cos~. Funding of a maimenance reserve flora proceeds of an additional series of Tax In. om/mt Contract Rev~me Bonds is contemplated by thls Plan, but th~ is no assm m~ce that a maim~nsr~e reserve will bo funded, nor is ~ ~ guarantee that if ~maod the maintenan~ r~s~v¢ would be adequate to pay costs of ongoing maintenan~ dredging. Reinvestment Zone Number Two, City of Corpus Christi, Texas The Zoae was created by the City pursuant to the TIF Act to facilitate developm~at of the land v3min boundarie~oftheZono, a 1,947.01-acrepar~dlocatedentimlywithintheCityand~heCounty. Th~Z~oebecame effective ~ November 14, 2000, and will terminate oo December 31, 2022, or at an eaxtier time d~onated by /ntcr~t aa all tax/ncrement bon~, have been paid in full (the durat/on of th~ Zone). ~he Zon~ is located ~ p~ Island, and intersected by St~t_e Highway 361 and Park Road 22 leading from fl~ John F. Kennedy Causeway. A map showing tho oxisting us~s aad con&tions ofreal property m the Zon~ is ~._~ _daed to this Plan as ~ B. A map showing lh~ propo~d improvoments to and proposod uses of the real propeaW in the Zono is a~e_ _~ ~ ~ Plan as Exhibit C. Pursuant to the TIF Act, the o~dinanco of the City establishing the Zeoe also establish~xl a Board for the Zone. The Zeoe Board consists of 12 persons, with one member from each Participant other than the City, and the re~sinaer (but not loss than 10) appoimed by the City. Ntgn~ Position Samuel L. Neal Pr~ideat Vice President Javie~ D. Colmenero M~mber Brent Chesney Member Re~ gTinninon M~ab~l' John Longoria Membe~ Jesse Noyola M~mb~r Mark Scott M~mb~r Gabriel Rivas Meaab~r Cai J~mings M~mha' Richard Pitmlan M~mb~r John LaRu~ M~anb~r Aooointed Bv City of Co~us Christi Nueces County City of Co~us Chri~ of Co s City of Co~pu~ Ciasa City of Corpus Christi City of Corpus Christi City of Corpus Christi Dd M~r Collq~ Nu~c~ County Hospital District Flour Bluff lndq~n~t School Dis~ict Port of Corpu~ Cirri Authority ~ting Land Use Existin__g land-uses w~thin lh~ Zone c~osist of light commercial developmmt, mixed residential d~v¢lopment, vacant ,mim.n~ land, and non<Lwclopablc land, in~buling wateaw~, roadways and parks. Thc City has estimated the following cmwont usage within thc Zone: Use Acr~ Vacant 857.1718 Water Area 447.8253 Park 384.5719 Right-of-Wa~ 158.2465 Comm~ial 33.6232 M~lium D~nsity R~ide~tial 34.4813 PublicYSemi-Public 9.0187 High Density Residential 7.7001 Professional Office 6.0570 Light Industrial 6.5105 Low Density Residemial 1.8075 Total 1.947.013~8 Infrastructure Requirements for Devdopn~t It is thc City's policy that infi'astmcagc required for new developm~t withi~ the Zone will be the responsibility of each landowner ~ developer, similar tO any other development that occurs in the City. The wastewater treatment plant and tr~mk m&in c~lle~tioll system is in place and is of sufficient capacity to accommodate n~v development, ~md sufficient freshwater supply is available to serve anlicipated dovelopmem within the Zone. conslructi~, sewer collectioo lines, or water supply lines fo~ development. The City pays for oversize and ex/xa d~pth costs associated with wate~ and wastewater exte~sioos that ar~ d~signed to s~vice property outsid~ or b~yond the owner's development. The City participates in slxeet development to pay Ihe acktilional costs fc~ exffa width associated with atte~al streets or collectors that m'e designed to be ext~mded b~yond tho dovclopex's propo'ty. The City also pays for thc costs of bridges and culverts to extond streets beyond the developer's property. Undevdoped Land Within the Zone Approximately 857 acres within thc Zone are unimp~vcd or undcrdcvclol~ land. Thc City anticipates that such ,mimpvoved land will bc dcvelopcd for ~esidential and fight commercial usc consistent ~ithin existing uses, and additional dcv~lopmcnt must occur before the Issuer can provide fc~ the p ~aymont of additional Tax Incrcmcnt Contract Revent~ Bonds (ha'einafier defined) Uxluired for compl~on of the Proj~:t without adversely affecting thc Issuer's abilityto pay debt so. ice on tho Sea'ies 2003 Bonds (la~iaafl~r defin~i). Nos~a~se~iqois made in this Plan with respect to the ultimate dcvclopment of such property. Project Costs A de~,ailed IL~ing of th~ proposed public works and public improvemeats to bo undextahm in tl~ Zone,, shown by kind, numb~ and location, and the Project costs of thc Z, on~, including, wilhout limitation, the costs of the ini~al funded through the operation of the Zone), arc set forth in Exhibit D. The estimated amount of bond~l 4 S~nmdaty d~vel~ improv~n~tas are to be fiuanced as tim&nS becomes available fi'om stuplus tax incrg~u~tn ~ bonds. TI~ City ~y ~timnt~ th~ total amount of Issuer debt that may be issued for second,~y dvvolopmgmts will not ~cegxl $3,000,000. The Plan of Finan~ The City lias created tbe Zone for the purpose of raising funds neex~l ~ p~d~ th~ City's share of th~ Project costs, and the Sefi~s 2003 Bonds (he~nn~' defiued) ar~ tl~ first installmeat of lasu~' bond~ to be issued for that purpo~. Thc City, thc County, Del Mar College, a junior college district sna political subdivision of the State of Texas (the "College") ami Nucccs County Hospital District, a hospital disuict and political subdivision of the State of Texas (the "Hospital D/stda~) each have agreed to deposit to the Tax In~- ~at F,~d established for the (the "Tax lx~ent Fund') certain tax collections arising from their respective taxation of the increase, ff~, in the appraised value of real property located in the Zone since November 14, 2000 (bereinafl~ defined as the (Dedicated Tax Increments"), through the earlier of December 31, 2022, or the date on which any outstandlnE obligations payable from the Dedicated Tax Increments are fuudly paid. The City has entered into separate sets forth, among c~aer things, the agreement of the City and County, College, or Hospital Disuict, as applicable, to pay to the Issue~ the Dedicated Tax Im. caaonts (the "Contract Tax Instincts"). The bonds to be issued to fund Project costs ~e to I~ payable solely fi'om tbe Contract Tax lnca:auents and certain other funds on dvpoait with JPMorgun Ch~t~e Bank~ Houston, Texas (tl~ "Trustee") or which may be deposited with the Trustee in the Tbe City, the Connty, thc Collcgs, and thc Hospital Disuict (each referred to individually herein as a "Participma" and collectively ~fen~d to as the "Participants') have agreed to deposit to the Tax I~=~-t F~md the Dedicated Pursuant to the TIF Act, a taxing unit's tax increment for a year (a "Tax Increment") is the amount of property taxes levied by the unit for that year on the "captured" appraised value of real property taxable by tbe unit and property (such as g~quipmont or inventory) taxable by tbe unit and lor, at~l in a rcinvestme~t zone. The TIF Act defines captured appraised valu~ ("Captured Appraised Value") as the total appraised value of all real propmy taxable by the unit and located in a reinvc~Ua~nt z~e leas the tax increment base of the unit. The tax incremeat base of a taxing unit (the "Tax Incremmt Base") is the total appraised value of all real property taxable by the umt und located in a ~&-vestment zone for the year in which the zone was desigunted. In the case oflt~ Zone, the Tax Increment Base is ~he total appraised value of all real prqgrty in the Zone taxable by the relevant Participant~ as of January 1, 2000. Tax Increngnts result only fi~n Captured Appraised Value in the Zcoe, which coasists of 1,947.013 g ac~es, approximately $42.8184 of which is publicly owned and not taxable. Exh~it A shows (a) tbe Tax luerement Base of the Zone, (b) the carrent (as of the 0~t_e of this Plan) total ap~aL~edvalue of taxable real property in the Zone and (c) the ~fi~ted captured appraised value of the Zone durln~; each year of its sch~luled cxistunc~. Pursuant to saparate Interlocal Agreements betw~n tl~ City ~l each of the County, the College, ami the Hospital DisUict, respectively (tl~ "Intoqocal Agr~meats") tl~ Participants have agreed to deposit all or a portion of their Tax lna, emems to the Tax Increment Fund. TI~ City, tho County, and the Hoapital District have ~ to deposit to the Tax Incremeot Fund 100% of their tax collections on Captured Appraised Value in the 5 North Padre Island Development Corporation The Issuer The Issuer is a not-for-profit local govo'nme~t corporation and was established by thc City under thc provisions of Chapter 431, Texas Transportation Code, and thc general laws ofthe State of Texas to aid, assist, and act ~ behalf of the City in the performance of the City's governmental functions and to provide a means of financing appointed by the City Council. OnDcccmber 17, 2002, the CityCom~ciloftheCityappointedallofti~memh~s of the City Council to sclc as mc~nbers of lhe Corporafion~ The Bonds It is anticipated that thrcc series of bonds will be issued by the Issuer to ~nznce the initial costs of thc Project. Th~ first series of bonds is anticipated to be issued in thc spring of 2003 (the "Series 2003 Bonds"), in connccti~o with thc implementation of this Pimp. Should bonds be issued to fund the costs ofmaintcnance dredging, it is anticipated that funds f(~ such usc would be included in the third s~ics of bonds to be issued. The S~ics 2003 Bonds arc the first issue of bonds (the"Tax Increment Contract Revenue Bonds") to be issued by the Issue~. The Tax Increment Contract Revenue Bonds, includin~ the Series 2003 Bonds, are secured bythe Issue~' s pledge of payments to I~ received pu~.ant to a Tri-Party Agreement among thc City, the Zone, and the Issuer (thc"Tri-Party Agreement"). Under that agreement, the Contract Tax Incremmts will be paid into the Tax ln~remmt F, ma at the City's depository. Thc Bonds will fund a portion of the City's share of the Project Costs. Cot~lction of the Project will roquirc additional fundi~ which currently is anticipated to be provided through &e issuance of additional bonds by the may also Ix~ financed f~m additional bonds. For the Issuer to bc able to repay such additional bonds, ~.1 growth in thc taxable values w~thin th~ Zone must occur, and there is no ~mrantee that such ~ ~ ~vc beeil accomp[ishod prior to the timing of fundin~ ~ remain~ phases of thc development and complefcm of the Project. Growth in taxable values wffhin th~ Zone is depc~lont on future dcvelopment of additional taxable into. rovcments. Whilc thc City expects that such additional im.~cmcms will be c~mtmctcd if the Packe~ Channel is completed, there arc np~)~oximnt~iy 1,$38 tracts of land within thc Zone owned by approximntoly 1,054 different owners, nnd neither the Issuer nor the City has nay agreement wiflt eaty landowner f~ conslmcti~ of itv?1'ovcsllents within the Zoflc, or knowledge that ~ lalldowncrs itltcfld to coBsh'uct additiooal impt~gcspent~ Withotlt filtHfO dovelopment within tho Zollo, ~ can bo no ~ql~nto0 of additional Dodicated Tax lncremc~ sufficient to pay dcbt scrvicc on bonds issued to finance thc Projcct. A projcction of thc Project costs to be funded with bond proceeds and thc sizin~ of thc bond issucs to fund thosc Project costs is ~ f~ ~ B~bit D. The Tri-Party Agreement 6 The Tri-Party Agreement provides for duti~ and n:sponzibilities of the City with re~ec~ to Dedicated Tax Increments and provides for duties and responsibilities of the Zone with respect to Dedicated Tax Inc~meots. Pm~icipants in the re,tuner and to the maximum extent p~wtitted by npplicnble lnw. To the extent the City and Zone may legnlly do so, they also will covenno* and agree that they will not permit a reduction m the ~ Tax lr,~ ~uents paid by the Pnrticipnnts. The City will covet and agree to annually levy, nsses~ nmi collect its nd vnlorem tnxes in lhe Zone. The City nnd the Zone will ngree to pay to the lssue~ the Conlract Tax lmrements in considexalion for the Issuer t~mdlng certain of the Project costs with the proceeds of the Tax Increment Comract Revmue Bonds, The oblignfions of the City nmi the Zone to pay Conlract Trix Increments shrill be subject to ~he Tri-Pnrty Agreen~nt nnd the rights of n~y of lhe holde~ of bonds, notes or other obligatioas that have been m ~ ~ issued by the City, lhe County, the College, or the Hospital District that m'e paynble ~u nnd ~ ~ a ~ levy of ad vaksem taxes flmml~hout the tnxing jufisdictic~ of the City, County, College, c~ Hospital Dislrict. It is nnficipnted that tl~ interests of the Issu~ in the Tri-Pnn'y Agreement will be nssigned to ~ T~ f~ ~ Tax Increment Contract Revenue Bonds under the terms of lhe Imtenture pursuant to which such Tax Ink,mint the pa~ies; however, any amendment must be *~co_ _~Fanied by sn opiniou of counsel to the Issuer to the effect th~ such ~neadment w/Il not materially/repair the debts of tho own~s of th~ Issuer's bonds ~ ~ ~ 7 Reinvestment Zone Number Two City of Corpus Christi, Texas EXiflB1T A Forecast of Potential Revenue Flows on North Padre bland D~_!_od_: August 2002 Project Numbs: 14663 Final Report Forecast of Potential TIF Revenue Flows on North Padre Island Submitted to: The City of Corpus Christi August 2002 ERA Project Number: 14663 TABLE OF CONTENTS General Limiting Conditions .......................................................................................... iv Introduction .................................................................................................................... 1 Approach ........................................................................................................................ 2 Participating Jurisdictions ............................................................................................ 3 Methodology ............................................................................................................... 3 TH: REVENUE AlqALYSIS ........................................................................................... 5 Summary ..................................................................................................................... 5 Real Estate Market Discussion .................................................................................... 5 TH: Waterfront Properties 2002 ................................................................................... 6 Growth Rates ............................................................................................................ 10 Padre Island ........................................................................................................... 10 TH: Revenu~ Conclusions ......................................................................................... 11 List of Tables and Exhibits Table 1. Taxable Value of Land & lmprovemeut, ....................................................................... 2 TIF District - 2000 ...................................................................................................................... 2 Table 2. Tax Rates for Pa~icipating Jurisdictions ........................................................................ 3 Table 3. war, front Pro~rties by Location and Value within the TIF District ............................. 6 Table 4. Average A~essed Land Value by Loc~ion ................................................................... ? Table 5. Average Condominium Assessed Value by Water ffont~¢ ........................................... 8 Table 6. Coildominillm Propol~ies ill ~© TIF District .................................................................. Table 7. Lake Padre Properties by Tax ID ................................................................................... 9 Table 8. Other Non-Exempt Water Front Properties .................................................................... 9 Table 9. Exompt Properties ........................................................................................................ 10 Table 10. Padre Island Growth Rates by Location - 1992-2002 ................................................. 10 Table 11. Scenario 1. TIF District Taxabl~ Valu© and R~voone, 2001 - 2022 ............................. 11 Table 12. Scenario 2. TIF District Taxable Value and Revmue, 2001 - 2022 ............................. 11 Exhibit 1. TIF Revenue Schedule, Scenarios I and 2 .................................................................. 12 Table 13. TIF Taxable Value and Tax Revenue Schedule, Scenarios I and 2 ($000s) ................. 13 GENERAL lIMITING CONDITIONS Every reasonable effort has been made to ensure that the data contained in this study reflect the most accurate and timely information possible, and they are believed to be reliable. This study is based on estimates, assumptions and other information developed by Economics Research Associates from its independent research effort, general knowledge of the industry, and consultations with the client and the client's representatives. No responsibility is assumed for inaccuracies in reporting by the client, the clients agent, and representatives or any other data source used in preparing or presenting this study. No warranty or representation is made by Economics Research Associates that any of the project values or results contained in this study will actually be achieved. Possession of this study does not carry with it the right of publication thereof or to use the name of "Economics Research Associates" in any manner. No abstracting, excerpting, or summarization of this study may be made. This study may not be used for purposes other than that for which it is prepared. Exceptions to these restrictions may be permitted after obtaining prior written consent from Economics Research Associates. This study is qualified in its entirety by, and should be considered in light of~ these limitations, conditions and considerations. XNTRODUCI'XON Economics Research Associates (ERA) was engaged to provide the City of Corpus Christi with estimates of tax increment revenues in the proposed North Padre Island Tax Increment Finance (TIF) disui~. ERA understands that estimated future tax revenues from the district will be targeted to fund a portion of the development cost of funding the North Padre Island Damage Reduction and Environmental Restoration Project. This forecast makes use of data provided by the City of Corpus Christi and the Nueces County Appraisal District covering property tax rates, assessed values, and actual historic taxes paid for the defined TIF district. Data from these sources have been assessed to generate a reasonable estimate of potential tax increment revenue. This report is independent from an earlier report prepared by ERA in the year 2000. This report does not assume any major development in North Padre Island and uses a different methodology to forecast tax revenue in the TIF District. Some numbers are rounded and might differ from the original database. Although every possible effort has been made to present correct information, some errors might be present due to handling of large data sets in a short time period. However, ERA believes that the results are reasonable and concur with the data available. ERA would like to thank all staff members at the City of Corpus Christi and the Nueces County Appraisal District for providing us with data in timely fashion that ensured preparing a comprehensive report. APPROACH The approach followed by ERA first defines the current baseline assessed and taxable value of the proposed TIF district, using assessment information for land and improvements provided by officials with the City of Corpus Christi and the Nue~es County Appraisal District. ERA understands that the base year for the district is calendar year 2000. From this base year value, ERA generates two sets of TIF revenue inputs: Forecast growth in the taxable value of currently existing buildings and vacant land in the district over a 20-year period using constant growth rate for all types of properties. Forecast growth in the taxable value of currently existing land and development in the district using variable growth rates based on location within the district. Growth in assessed values and taxes paid for current improvements and vacant land, as well as new development, beyond levels defined in the base year constitute the increment in property tax revenue that can be captured for potential use in the Packery Channel project. Working with officials at the Nueces County Appraisal District, City officials provided ERA with year 2000 assessed and taxable values for all land and improvements in the proposed TIF district. The following table indicatas that the district currently contains vacant land and improvements amounting to $85,870,603 in taxable value. The table breaks down values between home s'Re and non-home site land and improvements, as well as exemptions and adjustments, to arrive at a total taxable value. Exemptions and adjustments are made for homestead, disabled individuals and veterans, and people over 65. Preliminary assessments for 2001 are $98,153,611 and for 2002 $107, 588,794. TaMe 1. Taxable Value of Land & Improvement, TIF Distri~ - 2000 Cme~ry I-and-Home Site Land- Non-Home Site lml,~vv~emellts - Home Site l~. rov~nts - Non-Home Site Sub-Total Valse $5,491,354 $23,947,556 $42,200,590 $17,684,297 $89,323,797 $3,453,194 Looking further at the above table, ERA determined that home site improvements include single-family homes as well as higher-della'lty condominium projects on the seawall. This distinction is important because home site land accounts for only 18% of total land assessed value, but home site improvements account for 70% of total improvements. Participating Jurbdietions Four jurisdictions are contribufmg 100% into the tax increment fund for the whole period starting in 2001 through 2022. One jurisdiction, Del Mar Jr. College, is contributing 100% into the tax increment fund for the first 5 years, 80% for the sixth year, 60% for the seventh year, 40% for the eighth year, 20% for the ninth year and 0% thereafter. Three jurisdictions will not participate: Flour Blufflndependent School District (lSD), Port of Corpus Christi and Fire District #2. The following table shows tax rates schedule per $100 of taxable value. Table 2, Tax Rates for Pa~JcipatJng 3uri~lict~ Flour Bluff ISD Fire District TOTAL Jurlsdicflom Providin~ ALL 2001o200S 2006 200'7 2008 2009 2010-~022 Jurbdkniom t t 0.644175 0.644175 0.644175 0.644175 0.644175 0.644175 0.644175 0.005238 0.005238 0.005238 0.005238 0.005238 0.005238 0.005238 0.228028 0.228028 0.228028 0.228028 0.228028 0.228028 0.228028 0.21988 0.21988 0.175904 0.131928 0.087952 0.043976 0 0.350242 0.350242 0.350242 0.350242 0.350242 0.350242 0.350242 1.526197 2.998077 1.447~63 1.40359 Nofe: .~.nnmin~ Mx ~ do not ch-n~e L.~9611 L31S64 1.27166 1.227683 Regarding the above tax rates, local officials indicated that they did not expect to see unusual growth in the above tax rates in the near future. Following standard TH~ modeling guidelines, ERA has taken the above tax rates and held them constant for the duration of the 20-ycar ~ model. With tax rates held constant, key drivers of the forecast become rates of appreciation for existing improvements and vacant land. Methodology In order to estimate a reasonable tax revenue flow, ERA made the following assumptions: · Base tax year is 2000 * 2002 tax rates for each participating jurisdiction are assumed fined for the whole period (through 2022) · Tax increment fund starts in 2001 · End of Tl~ district is 2022 · Packery Channel will be completed in 2004 · The TIF district tax revenue flow is completely independent of any potential major development that could potentially have a great impact on other developments and land value. · First to Increase: Value of land and current developments with water frontage in the District excluding beach properties will be the first to increase in value due to the opening of Packery Channel, as it would provide direct access to the Gulf of Mexico. · Magnitude of Increase: Water front properties (vacant land) in the District excluding beach properties will have the greater increase in value compared to properties without water frontage. It is assumed that the value will approach the value of vacant beach properties. Based on the above assumptions, ERA compiled data from the City of Corpus Christi and the Nueces County Appraisal District to estimate current land and improvement value by location in the District. Using Tax ID data, ERA aggregated properties based on their location by defining 4 distinct locations: · Beach · Lake Padre · Other water from properties · Non-water front properties After linking each property to a location, total assessed and taxable values were calculated for e~ch location. Value comparison was established and was later used to estimate growth rates for properties within the District. ERA also aggregated all values of properties on North Padre Island for the past 10 years to estimate an average calculated average growth rate (CAGR) for the island. This CAGR was then applied in the forecast model. Tax rates from the participating jurisdictions were then applied to estimate tax revenue flows. REVENUE ANALYSZS Summary Two scenarios were developed and are presented in this report. The first scenario applies an annual growth rate of 9% from 2003 through 2012, and 3% annual growth rate from 2013 through 2022 for all properties within the ~ District. The 9.1% annual growth rate represents the CAGR of the assessed values of all properties on Padre Island from 1992 through 2002. The second scenario applies different .nnual growth rates for each property type in the TW district. Waterfront proponies on Lake Padre, the canal and on the proposed Packer,/ Channel are estimated to grow at an anmla! rate of 24% between 2003 and 2007. During the same period, Beach properties and non-waterfront pmperlies a~e assumed to grow at 9.1%. From 2008 through 2022, all properties are estimated to grow at the inflation rate of 3% per annum. The 24% annual growth rate represents the estimated CAGR of the total taxable value of TlF properties within the five participating jurisdictions from 1996 through 2001. The two scenarios are conservative and do not assume any new developmen~ From 2001 through 2022 and using 2000 ns the base year, the first scenario generates a total tax revenue of $63.4 milfion of whieh $38.9 million is the TIF revenue. The second scenario generates a total tax revenue of $55.9 million of which $31~3 million is TIF revenue. A detailed analysis follows. Real Estate Market Discussion Economics Research Associates conducted a number of telephone interviews with accredited realtors in Corpus Christi and Padre Island. The general consensus has been that over the past three years demand for good properties, defined as those in good repair, modern appliances, visually appealing and have good access, has increased remarkably. This increase in demand, the limited supply, and a strong market let to an increase in pric~s. The demand for weekend and seasonal homes from residents of large Texan cities, such as Dallas, Houston and San Antonio is also pushin8 prices upward. Asing baby-boomers and a healthy economy had lead to strong demand of retirement and seasonal homes in Padre Island. This demand has exceeded the markets ability to supply more housing units. Another factor in the escalation of price and demand is speculation regarding the Packery Channel, which would connect Lake Padre and the Packery Channel to the Gulf of Mexico. The Channel is perceived as a oonvenient way to provide ac~ess to the Gulf of Mexioo from Lake Padre and the intercoastal areas. Some r~altors indicated that Lake Padre properties would be more attractive to sailing enthusiasts that would need to be east of the 22-foot bridge to benefit from the Channel. This is assuming a marina is developed on Lake Padre. Properties without water access, known among realtors as d~j or interior properties, on Padre Island can demand a $10,000-$15,000 premium over comparable properties in the city. Some realtors indicated that the difference in price between water-accessible and thy properties on Padre Island is too great to characterize. When asked about Port Aransas and how the market compares to Padre Island. Most realtors indicated that properties in Port Arsnsas, 20 miles from Corpus Christi, are overpriced and are not comparable in quality. Realtors also indicated that Padre Island has strong at~ibutes and character that would attract investors to develop resorts, something that Port Aransas lacks. TIF Waterfront Properties 2002 Using the micro level data (property tax records) obtained from the City of Corpus Christi and the Nueces County Appraisal District, ERA was able to compile waterfront propeflies in the TIF District by location and type. The TIF District has 1,930.08 acres with a total assessed value of $107.59 million in 2002. Approximately 51% of land have or will have (after the opening of the Packery Channel) water frontage or 977 acres. Approximately 203 acres or 21% of water front properties are exempt properties. The waterfront properties have a total assessed value of $65.1 million and a total taxable value of $60.6 million. The following tables show waterfront properties by location, land value, improvement value, total exemptions, taxable value, and acreage. TaMe 3. Wat~hont ProperlY. by ~ and Value wK;,in the 'I'~F District Type Acres Laud Value Improv~l~t Total Assessed Taxable Value Value Value Condos Beach 13.45 $2,450,499 $28,962,543 $31,413,042 $29,048,886 Acxoss from Ihe Beach 3.61 $281,352 $3,902,799 $4,184,151 $3,533,871 Ofi~r-~ ~, ~1 10.93 $1,459,001 $11,600,220 $13,059,221 $11,503,641 Lake Padre 470.66 $4,591,013 $938,742 $5,529,755 $5,517,325 Beach 53.20 $2,577,105 $4,355,083 $6,932,188 $6,932,188 Exempt 202.86 $0 $0 $0 $0 Ot~er 222.24 $2,517,234 $1,669,836 $4,187,070 $4,054,928 TOTALWATff, RPROPERTIES 976.95 $13,876,204 $51,429,223 $65,305,427 $60,590,839 / Most of the condominium properties are older developments dating to mid 1980s especially the ones with a beach frontage. Most of the properties on Lake Padre are parcels of vacant land. The other non-classified properties are parcels located on the Canal and what would be on the Packery Channel. Land value, as expected, increase as it approaches the Beach. The most expensive land parcels are those of condominium with beach frontage with ovor $180,600 per acre. The second highest, on average, are condominium properties on Lake Padre with $133,500 per acre followed by condominium prope~ies located across from the Beach. As expected developed land, although with indirect beach frontage has more value than undeveloped beach parcels. It is plausible to assume that the value of land parcels with beach frontage would more than quadruple in value after it is developed. The following Table shows average assessed value per acre by location. Table 4. Average Assessed Land Value by Location Type Acres Average Land Value (S/Acre) W~.~front Pronerg~ Condos Beach 13.45 $180,623 Across from lhe Beach 3.61 $77,840 Oiher - Lake Padre, Canal 10.93 $133,448 Lake Padre 470.66 $9,754 Beach 53.20 ~[8,442 Exempt 202.86 $0 Other 222.24 $11,327 TOTAL WATER PROPERTt~;S 976.95 $17,897 No~e: Total average bad value excludes ~ pi~palies There are 16 condominium developments in the TIF district, of which four are located on the beach, three are located across from the beach and the remainder is located on Lake Padre, the canal and Packery Channel. The most expensive condominiums are those with a direct beach frontage. The following table shows average assessed value per condominium by water frontage location Table 5. Average Condominium Assessed Value by Waker frontage Type Total Condo Unita Average C~do amumd Value Beach 324 $96,305 Acco. Dom tl~ Beach 115 $36,384 O~er - Lake Padre, Canal 399 $32,730 The following table shows condominium properties by location, acreage, number of units, and average condominium assessed value. Table 6. Condominium Properties in the T~F District Prope~t7 Name Water Acreage Total Total Total Total Number Frontage Land Improvements Assessed Taxable of Un#s Condo Location Value Value Value Value EIConstante Beachffont 3.05 $531,178 $5,317,124 $5,848,302 $5,581,554 69 $84,758 Padtet,lnnd. Beaclffront 4.78 $885,669 $13,272,754 $14,158,423 $13,239,239 130 $108,911 La Casa Del Sol Lake Padre 0.70 $94,134 $889,071 $983,205 $983,205 24 $40,967 Lakeshore~/'fllas LakePadre 1.26 $153,552 $1,586,544 $1,740,096 $1,459,835 24 $72,504 Leeward Isles Lake Padre 2.58 $168,810 $2,761,688 $2,930,498 $2,897,168 87 $33,684 Luewald Cove Lake Padre 0.61 $75,632 $585,521 $661,153 $646,153 16 $41,322 LotimaxPlace C~na1-2 0.43 $71,650 $303,335 $374,985 $374,985 10 $37,499 blocks from Mystic Hadxn Packery 0.94 $122,904 $1,185,002 $1,307,906 $1,175,954 32 $40,872 Channel 8eahor~ Aero. the 1.03 $78,814 $1.189.358 $1~68,172 $1,017.892 26 $48.776 strut from Beach ~TautilusGndlegia Aswoestl~ 1.03 $67,5O2 $1,219,289 $1,286.791 $1,051,791 45 $28,595 PiratesCromfing& LakcPadre 0.53 $184,591 $1,233,405 $1,417.996 $1.337,959 36 S39.589 Portofino Beachf~nt 2.31 $483,538 $5,372,00~ $5,855,546 $5,130,665 53 $110,482 ~Cay Carol-2 3.51 $539,544 $2,497.196 $3,036,740 $2,261,740 136 $22.529 blocks fi-om beach PadteL~l~nd. Acrossthe 1.55 $135,036 $1,494,152 $1,629,188 $1,464,188 44 $37,027 Surfside street from Beach Pad~Ilfle-lsland Beae, hfront 3.31 $528,142 $4,812,272 $5,340,414 $5,097,429 72 $74,172 S~d Dollar Cnaal 0.37 $48,184 $558,458 $606,642 $366,642 34 $17,842 27.99 $4,168,880 $44,277,177 $48,446,057 $44,086,398 838 $57,812 Total Beach propen'ies other than condominiums are made up of 31 vacant parcels and one developed parcel which is the Holiday Inn with an assessed value of $4.$ million. There are 12 vacant parcels that range in size from one to approximately seven acres with the largest being 6.98 acres. Most of the remainder parcels are approximately half an acre. There are 10 (0.51 acres) parcels that are valued at $56,250 each or an average of $110,294 per acre. These are the most valued parcels on the beach. The next three tables summarize properties by Tax ID. The first table lists all properties on Lake Padre, the second table shows all other (Canal, Packery Channel, non-classified) water front properties that are non-exempt and the last table shows all exempt properties. Table 7. Lake Padre Propertl~ by Tax ID TAX ID To~d ~ To~! To~l Total Acreage Value lmprov~n~U Am~ed Tax~ble Value Vah~e 6180- $1,636,741 $820,671 S2,457,412 $2,¥.~.,982 20.85 6185- $1,136,341 $0 $1,136,341 $1,136,341 23.75 6175- $225,114 $65,~0 $290,994 $290,994 5.01 6125- $1,309,302 $52,191 $1,361,493 $1,361,493 286.05 6195- $283,515 $0 $283,515 $283,515 135 Total $4,591,013 $938,742 $5,529,755 $5,517,.325 470.66 Table 8. Other Non-Exempt Water Front ProperUes TAX !~ To~l Iamd T~al Toial Total Valae lmprovem~a~ Ass~ss~l Taxable Vslae Valae 3730- $152,759 $111,409 $264,168 $264,168 4793- $791,199 $276,447 $1,067,646 $1,067,646 6170- $584,752 $0 $584,752 $584,752 6205- $735,000 $0 $735,000 $735,000 1115- $174,019 $0 $174,019 $174,019 1717- $79,505 $1,281,980 $1,361,485 $1,229,343 Total $2,517,2~4 $1,669,836 $4,187,070 $4,054,928 ~oar~: Nueces County Appraisal IXsttict, Economics R~-----------ch Associat~ 8.05 Island Fairway Estates 6.75 Mariners Cay Lots 7.58 PADRE ISLAND SEC B 60 PADRE ISLAND SEC 18 138.86 BRYAN WIVI SUR 606 LS 64, 129.964 ACS ICL 1.00 Compass Townhomcs - 13 222.24 Table g. Exempt Prolmrties TAXID 111500OO0O10 111500000050 373000030050 616500451400 619000000005 625200000010 625200000O2O Total Name A_cre~ge STATE OF TEXAS 138.87 STATE OF TEXAS 4.03 FLOUR BLUFF [ND SCHOOL DI 6.5 CITY OF CORPUS CHRISTI 3,46 STATE OF TEXAS 0 NUE~S CO 20 ~ COUNTY TRUSTEE 30 202.86 Using available datn~ ERA conducted trend analysis for various areas to establish a trend in property growth rates on Padre Island and in the participating jurisdictions. These growth rates are later used in the forecast models to estimate TIF revenue. Using micro level data, ERA compiled the assessed values for all properties in North Padre Island f~om 1992 to 2002. In 1992, total assessed value for properties on Lake Padre and on the beach were high and decreased in the following years. This is the main reason for the ne~tive CAGR for beach properties and the snutll fi~re (less than one percent) for Lake Padre properties for the 10-yem' period. North Padre Island, in total, including waterfront and non-waterfront properties had a CAGR of 9.1%, i.e., properties ~ on average 9.1% per year between 1992 and 2002. The following table summarizos growth rates for Padre Island by location of properties. Table 10, I~dm Island Growth Rates by Loca'don - 1992=2002 Year Padre Island Wsterfront Lf~e Beach (An l epeme ) Co do CAGR 1992-2002 9.10°/0 5.99% 0.77% -3.96% CAGR 1993=2002 10,14% 7.27% 5.45% -2.30% Other Non- W_o__~_ _~ront Waterfront 2.03% 10.19°/0 2.39°/0 11.06% TW Revenue Conclusions The following tables summarize the TW District's estimated taxable value, grand total tax revenue and the incremental tax revenue from 2001 throngh 2022. Scenario 1 reflects an overall average annual ~rowth rate of 9.1% from 2003 through 2012 and an annual growth rate of 3% from 2013 onwards. Scenario 2 reflects annual increase in taxable value of 24% for properties on Lake Padre and other water front properties excluding beach properties. Beach properties, existing condominium properties and properties without water frontage increase 9% in taxable value from 2003 through 2007 and 3% from 2008 onwards. Table 11. Scenario 1. 'l*/F District Taxable Value and Revenue~ 2001 - 2022 Taxable Value Grand Total Tax Revenue ~l *ll~' Revenue Accumulated TIF Revenue 2001-2005 2006-2010 2011-2015 20162020 $590,873,474 $909,709,774 $1,300,406,021 $1,523,320,994 $8,553,266 Sl 1,899,730 $15,964,864 $18,701,553 $2,338,110 $6,251,011 $10,693,770 $13,430,459 $2,338,110 $8,589,122 $19,282,891 $32,713,350 City of Corpus Christi, Nueces County Appraisal District, and Econ~aics Research Asaociales 2021-2022 $675,226,929 $8,289,646 $6,181,209 $38,894,~9 Table 12. Scenario 2. I'/F District Taxable Value and Revenue~ 2001 - 2022 Taxable Value Grand Total Tax Revenue It~av~a~mal 'I1P' ~ Accumulated TIF Revenue 2001-2005 2006-2010 2011-2015 2016-2020 $601,808,948 $~12,635,163 $1,072,871,721 $1,243,752,371 $8,711,564 $11,971,610 $13,171,464 $15,269,336 $2,496,408 $6,322,891 $7,900,370 $9,998,242 $2,496,408 $8,819,299 $16,719,669 $26,717,912 Source: City of Corpus Christi, Nueces Couuty Appraisal Disaict, and Economics Research Associates 2021-2022 $551,305,40z $6,768,283 $4,659,845 $31,377,7~ / The following exhibit shows the growth in the TIF revenue from both scenarios. Exhibit I. TIF Revenue Schedule, Scenarios ~. and 2 imm The following table shows taxable values, 8rand tax revenue and incremental TIF revenue fxom the two scenarios in thousands of dollars. Table 13. T~F Ta)mble Value and Tax Revenue Schedule, Scenarios 1 a~d 2 - 2001-2022 ($O00s) Y~R TAXAB.~I.~ VALUI~ GRAND TAX TII~ REV~NU~ Sce~Lriol Sce~mrlo2 Sce~mriol Sce~mrio2 Scemwiol Scemwlo2 2001 $98,514 $98,524 $1,426 $1,426 $183 $183 2002 $107,589 $107,589 $1,557 $1,557 $314 $314 2003 S117,376 $118,803 $1,699 S1,720 $456 $477 2004 S127,940 $131,379 $1,852 $1,902 $609 $659 2005 $139,455 S145,524 $2,019 $2,107 $776 $864 2006 $152,006 S161,483 $2,134 $2,267 $928 $1,061 2007 $165,686 $179,546 $2,253 $2,441 $1,085 $1,274 2008 $180,598 $184,932 $2,376 $2,433 $1,246 $1,303 2009 $196,852 $190,480 $2,503 $2,422 $1,411 $1,330 2010 $214,568 $196,194 $2,634 $2,409 $1,580 $1,354 2011 $233,880 $202,080 $2,871 $2,481 $1,817 $1,427 2012 $254,929 $208,143 $3,130 $2,555 $2,075 $1,501 2013 $262,577 $214,387 $3,224 $2,632 $2,169 $1,578 2014 $270,454 $220,819 $3,320 $2,711 $2,266 $1,657 2015 $278,567 $227,443 $3,420 $2,792 $2,366 $1,738 2016 $286,924 $234,266 $3,523 $2,876 $2,468 $1,822 2017 $295,532 $241,294 $3,628 $2,962 $2,574 $1,908 2018 $304,398 $248,533 $3,737 $3,051 $2,683 $1,997 2019 $313,530 $255,989 $3,849 $3,143 $2,795 $2,089 2020 $322,936 $263,669 $3,965 $3,237 $2,910 $2,183 2021 $332,624 $271,579 $4,084 $3,334 $3,029 $2,280 2022 $342,603 $279,726 $4,206 $3,434 $3,152 $2,38O Reinvestu~ent Zone Number Two City of Corpus Christi, Texas EXHIBIT B Map: Existing Um and Conditions in the Zone Padre Island Tax Incremen Financing Scale In Feet (~ Copyright 1989.2001 City of Corpus Christi LEGEND TIF-Area (total acreage 1930.08) Corpus Christi Citg Limit Line TIF Area Boundar!l Line 15MRROI Citg Of Corpus Christi, Planning Department Reinvestment Zone Number Two City of Corpus Christi, Texas EXHIBIT C lVlap: Prolm~d ~prow~t~ and Pvopo~d Uses ~M' Real Pr~perty In the Zone Legend aD. ~o3 evelopment Services Reinvebtment Zone Number Two City of Corpus Christi, Texas E~IIB1T D Project Costs and F_,sthnsted Cash l~ows Land, easement~, ROW Demelitle~ Utility relocation Realeh 2 F,~ & demobi~ Reach 1 Ivlobili'~ & demobilization ~t in placement areas Concmte ~s ~ co~cfete bulld~eads Compartment eheet~ W~l~vay cuing Concrete walkway Plmming, engineer~g & deign Constnx=tJon management Malntef~nce dredg~g resen, e(a) NlggaUon costs Meme Beame m~ Paltdng lot(b) Parks & ~,:z~,adon center(b) Financing, cmangency reserves & rounding Funding Soun~,~ Setlce 2003 Bonds Seftes 2004 Be~ds 8edes 2005 Bonds IJ~ end Land Cre~ General Land C)flkm Grant 8uqdus T~x Inc~n,~tts m' Bo~Js(b) $18,914,240 $18,914,240 4,300,000 4,330,000 4,33O,OOO 340,273 34O,273 1,275,000 t,276,000 3r000~000 3~0001000 $34,659,513 $15,745,2'/'3 $18,914,240 (b) Parks & mcreado~ eerier and paddng lot to be flmneed ~m fun~ng be~ome~ available $236~200 $82,670 $153,630 20,834 7,292 13,542 104,073 36,426 67,647 74,2t9 25,977 48,242 0 0 486,881 170,408 316,473 602,939 211,029 391 ,gl 0 0 0 t ,348,383 471,9..r~ 876,449 2,9t2,120 1,019,2A2 1,892,878 425,236 148,833 276,403 483,774 1~9,321 314,453 2,309,694 829,463 t ,540,431 0 0 0 0 0 0 321,421 112,497 208,924 743,041 260,064 482,977 9,738,600 3,40~,580 6,330,220 0 0 0 1,502,309 525,808 976,501 2.737,~80 958,t88 1,779,492 1,817,640 63~,174 1,181,4~6 1,400,900 1,400,000 0 1,250,000 437,500 812,500 541,000 189,350 351,650 750.000 7,60,000 0 2,000,000 2,000,000 0 1 t410~683 1 r4101683 $34,65~,513 $16,746,274 $16,914,240 Rsltweon wA zone Number TWo City of corpus CtwisU, Torus Pall ry chatmel Bond Fund Assumptlonr. Bonds Issued: 8x2009-Mr 03 2500.000 Tax Inowrwe Bra: 89,48,1776 COE•300 milan mernmxae 1,400,000 8x104-Jan4 43MOOD �febl AWleW Valu: 100,580,782 Ot6rMaNd Rnfiam9mtls 1,275,000 8x2005-Jen 05 4330.000 2002 Not AppMwd Vabe 102440.504 GLOOM* 2001A 11,130,000 Mabbnanos oomel h1c2 lotrsst hw e: 1.w%, R I I &W Fund BaW1oe ,00,000 Bmd Y1141ernar. 7.50% FMdOed Revenues DOM Srylee Funds TIF and" AVsBehlofw BpMmM1B CWb%ed Vdm Bond Fund hue i Amew Cash Bend Fund Mtelner Ion Tett Bond Fund zone Rue Rows TIF InloRst RsYemwlbl ow "M series 2003 Swiss 2004 Sales 2086 TOW Egwwss(0) Flow Bslwtee Credift 7M Yer Wanes Freprgpl 81,186 2002 2001 10,938,710 15,000 188,108 778,274 - 2003 2002 81,168 19,422458 181,974 477,000 1,132 4,242 194792 184,792 15,000 271,460 500,774 2004 2003 229,774 32,933,000 45,W9,ODO ewow 9,283 187,500 76,250 332ZWO - 503,750 16,000 89,513 590,237 2005 2008 2DD4 2005 500,724 690,237 69,664000 851,000 10,9 187,500 378,875 868,875 15,000 15,000 (ASK 711,634 681,281 782.916 - 2007 2006 561,281 75,813,000 1,081,000 10,384 187,500 187,500 32260032A750 322500 324,750 834,760 834750 15,000 436,734 1,221,649 2006 7007 752916 93,876,000 1,274000 1,303,000 14,484 22801 187,500 322500 324750 834750 15,000 475,861 1,697,499 . 2009 2010 2008 2009 1,221,849 1,697,499 90.082000 104610.000 1,330,000 31,404 187,600 322500 324750 834750 15,000 511,864 546,119 2,204,153 2,754,272 - 2011 2010 2209,19 110.324000 1,354,000 40,889 187,500 187,500 322500 322500 324,750 324,79 834750 834750 16,000 15,000 824204 3,000,000 382,477 2M2 2011 2764,271 118.210,000 1,427,000 1,601,000 50.954 56.500 263,750 418,750 46,875 1,19,375 15,000 368,125 3,000,000 389.126 2013 2014 2012 2013 3,000,000 3,000,000 122,213,000 128,517,ODO 1,578.000 55,500 278,250 507,500 411,250 1,195.000 15,000 423,500 436,250 3,000.000 3,000,000 423,500 430,25(1 2015 2014 3,00,000 134,96,000 1,97,000 55,500 258,750 492600 500,000 485,000 1,261,29 1,416,250 151000 15,000 362250 3,000,000 362270 2016 2015 3,000.000 141.573,000 1,730,000 55,50) 56,500 357,500 342500 573,79 551,250 586,250 1,48D,000 15.000 402500 3,000,000 402,500 2017 2018 3,00,000 148,396,000 1,872000 1,906,000 55,500 327,500 823,000 86,000 1,1492500 15,000 356,000 3,000,000 358,000 2018 2019 2017 2018 3,000,000 3,00,000 156,424000 16289,000 1,997,000 55,500 312`•+00 395,000 81,000 1,617,500 15,000 52,000 3,000,000 3.000,000 timpo 398,250 2020 2TI9 3,000,000 19,000 2,089,000 55,500 393,750 081.250 e76,25D 735,000 1,731,250 I,SX250 15,00) 15,000 3K250 387,250 3,000,000 397,20 2021 2020 3,000,000 177,1799,000 2,19,000 56,500 55,500 371,250 446,000 720,000 675,000 786,29 1,908,29 15,000 414,250 3,000,000 414,7.0 2022 2021 3,000,000 185,709,000 2,280,000 415,000 728250 830.000 100129 15.000 46,250 3.000,000 46.250 2023 2071 3,000,000 193,868,000 2380000 55500 31,083,974 806,751 6,488,542 9,180,000 9,017,29 23,69,792 315,000 4,931,102 (a)Tc Yews2OM62002-NetApplebedVWebeeaa VMe.ANG&Wyssls- ERA AuWM2102 nWn-Sorb2,1ds[eMed TOW Appabee Va11ss br ERA Boss Vahe. (b)So=s: FY 200.3-Adepbdbvl4M- FY2004ftoa1ph FY2023•ERAAO*20021eprt•6M"Z (e) T1uMWRrylr9 AOxtfee, of $5,000 and TIRZ AdrrkdvW6e agwws of 510,000 anno847. Rainvesbttatd Zone Number Two city of Corpus Chrletl, Teles Paekery Channel Maintenance DreBBIng Costs As" aide Required Bnd Fund 8abnoe 3,000,000 City Maxx Rea xom Bonds 1,400,000 Starting Maintsmme Eryeme: 350,000 MeinMame annual Inc 200% Irma Income: 1.05% Resources Available for Maintenance Dredging Start r p and Total Maintenance Maintenance Maintenance Available Ending m Tax Beginning Transfer from Imreer Reserve hone Total Dredging Leu Balance After 7131 Year Balance Bond Fund FAmings Bonds Available Expense Expenses CltyAdvanw City Advance 2002 2001 0 0 0 0 2003 2002 0 0 0 0 0 232,747 (232,747) 232,747 0 2004 2003 0 0 0 0 0 0 0 0 2005 2001 0 0 0 1,400,000 1,400,000 0 1,400,000 0 1,400,000 2006 2005 1,400,000 0 25,900 1,425,900 0 1,425,900 0 1,425,900 2007 2006 1,425,900 0 26,379 1,452,279 0 1,452,279 0 1,452,279 2006 2007 1,452,279 0 26,867 1,479,146 350,000 1,129,146 0 1,129,146 2009 2008 1,129,146 0 20,889 111501038 357,000 793,036 0 793,036 2010 2009 793,038 0 14,671 807,707 364,140 443,567 0 443,567 2011 2010 443,567 0 8,206 451,773 371,423 80,350 0 80,300 2012 2011 skm 382.477 1,486 464,313 376,851 85,462 0 80,462 2013 2012 85A62 389,125 1,581 476,168 386,428 89,739 0 89,739 2014 2013 89,739 423,600 1,880 514,900 394,157 120,743 0 120,743 2015 2014 120,743 430.250 2,234 5,226 402,040 157,186 0 157,186 2016 2015 157,186 362.250 2,908 522,344 410,081 112,264 0 112,284 2017 2016 112264 402,500 2,077 516,840 418,282 MAN 0 g6,558 2018 2017 9808 366,000 1,823 456,381 426,648 29,733 0 29,733 2019 2018 29,733 510,000 550 550,283 435,181 115,102 0 115,102 2020 2019 115,102 398.250 2,129 515,482 443,885 71,597 0 71,597 2021 2020 71,597 397,250 1,325 470,172 452,762 17,400 0 17,409 2022 2021 17,409 414.260 322 431,961 461,818 (29,838) 29,836 0 2023 2022 0 449,250 0 449,250 471,054 (21,804) 21,804 0 4,931,102 141,008 1,400,000 6,756,497 281,387 18 CITY COUNCIL AGENDA MEMORANDUM February 25, 2003 AGENDA ITEM: (B) Resolution approving the 'q'ri-Party Agreement" between City of Corpus Christi, Texas, the Tax Increment Reinvestment Zone # 2, and the North Padre Island Development Corporation, to which the North Padre Island Development Corporation is delegated the power and authority to administer the Tax Increment Reinvestment Zone # 2, including, but not limited to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the "Tri-Party Agreement". ISSUE: In November 2000, the City Council approved an ordinance creating the Reinvestment Zone # 2 in connection with development of a channel and other facilities in the Packery Channel area. After a petition, the Council submitted the ordinance to the voters in April 2001, and the voters approved. The project is moving forward. The Tax Increment Financing Act, Tax Code Section 311.010(f), provides that the Council and board of directors of the reinvestment zone may contract with a local government corporation to manage the reinvestment zone or implement the project and financing plan. This resolution will allow the financing to proceed to fund the City's contribution to the Packery Channel dredging project. REQUIRED BOARD ACTION: Approval of the resolution approving the Agreement is required. RECOMMENDATION: City Staff recommends the approval of the Resolution authorizing the North Padre Island Development Corporation Agreement ("Tri-Party Agreement") between City of Corpus Christi, Texas, the Tax Increment Reinvestment Zone # 2, and the North Padre Island Development Corporation, to which the North Padre Island Development Corporation is delegated the power and authority to administer the Tax Increment Reinvestment Zone # 2, including, but not limited to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement. Di~c[;r Of Financial Services AGREEMENT by and among CITY OF CORPUS CHRISTI, TEXAS and REINVESTMENT ZONE NUMBER TWO, ~l'rY OF CORPUS CHRISTI, TEXAS and the NORTH PADRE ISLAND DEVELOPMENT CORPORATION dated as of February 1, 2003 III. TABLE OF CONTENTS Page DEFINITIONS .......................................................... 3 SCOPE OF SERVICES BY CORPORATION ................................. 4 A. Mana~eraent and Adminiv~rafive Services and Conmltant~ .................... 5 B. Services With ~ to the Proiect Plan and the Financing plan Annexations to file Reinvestolent Zone. and Amendrn~n~ to the Pl'oje9'~ plan C. Construction of_Improvements ......................................... 5 CORPORATION OBLIGATIONS .......................................... 5 A. B. C. D. E. F. G. H. C. nmeml Statement .................................................. 5 Power to Incur Authority Obli_~afiona .................................... 5 Bonds ........................................................... 6 Accounting ........................................................ 7 Dermsitorv ........................ 7 Bond Consultants ................................................... 8 IV. DUTIES AND RESPONSIBILITIES OF THE CITY AND THE RE1NVESTMENT ZONE . 8 A. B. C. D. E. F. Duties of City ...................................................... 8 Limitation of Source of Payment ........................................ 8 Allocated Fonds: Limitation of Duties .................................... 8 Collection and Payment of Tax Increments bv the City and the Reinvestment Zo~le ... 8 Obligations of City and ~ Reinvesiment Zone to be Absol~a~ ................. 9 PERSONAL LIABILITY OF PUBLIC OFFICIALS ............................. 9 LAW TO BE OBSERVED ................................................. 9 INFORMATION ....................................................... 10 COORDINATION WITH CITY OFFICIALS ................................. 10 ADDRESS AND NOTICE ................................................ 10 APPLICABLE LAWS ................................................... 11 XI. CAPTIONS ........................................................... 11 XII, SUCCESSORS AND ASSIGNS ........................................... 11 TERM AND TERMINATION, DISSOLUTION OF CORPORATION ................ 11 A. In Camecal ....................................................... 11 B. Termination for Cause .............................................. 11 C. Dissolution of Co _rpomtion ........................................... 11 XIV. AMENDMENT OR MODIFICATIONS ..................................... 12 X¥. COUNTERPARTS ...................................................... 12 EXECUTION PAGE .......................................................... 13 AGREEMENT BY AND BETSVEEN THE CITY OF CORPUS CHRISTI, TEXAS, REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS, AND THE NORTH PADRE ISLAND DEVELOPMENT CORPORATION STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is made by and among the City of Corpus Christi, Texas, a municipal corporation and a home-role city in the State of Texas (the "City"); Reinvestment Zone Nvxnber Two, City of Corpus Christi, Texas, a reinvestment zone created by the City pursuant to Chapter 311, Texas Tax Code (the "Reinvestment Zone'); and the North Padre Island Development Corporation, a not-for-profit local government coqxn~tion organized and existing under the laws of the State of Texas (the "Corporation"). W-1-T-N-E-S-S-E-T-H: WHEREAS, by ordinance adopted November 14, 2000 (the "Ordinance"), the City created the Reinvestment Zone pursuant to Chapter 311, Texas Tax Code (the "Act"), pursuant to a preliminary project plan for the Reinveslment Zone and a preliminary financing plan for the Reinvestment Zone; and WHEREAS, the Act requires the City to p~pase a Project Plan (as hereinatter deftned) and a Financing Plan (as hereinafter defined) for the Reinvestment Zone; and WHEREAS, the Ordinance created the Board of Directors for the Reinvestment Zone (the "Zone Board") and directed the Zone Board to: Make recommendations to the City Council concerning the administration of the Reinvestment Zone; and Prepare or cause to be prepared a Project Plan and a Financing Plan for the Reinveslment Zone and submit the same to the City Council for its approval; and -1- WHEREAS, by resolution adopted on October 8, 2002 (the "Creation Resolution"), the City anthodzed the creation of the Corporation to aid, assist and act on behalf of the City in connection with the preparation and implementation of the Plans (as hereinafter defined) and in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of the City and the residents and property owners of the City, including specifically with respect to the residents and property owners within the Reinvestment Zone; and WHEREAS, the Creation Resolution also provided for the creation of a Board of Directors of the Corporation (the "Corporation Board"); and WHEREAS, among other things, the Corporation Board and the Coq0omtion are to aid, assist and act on behalf of the City and the Zone Board; In the preparation and implementation of a Project Plan and a Financing Plan for the Reinvestment Zone and amendments thereto; and In the financing of the improvements described in the Project Plan (the "Improvements') pla~tant to the Finallcing Plan; and WHEREAS, the City created the Reinvestment Zone pursuant to the Act with a duration from the date the Ordinance was adopted until the earlier of (i) December 31, 2022 or (ii) the date on which the Plans have been fully implemented and all Project Costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contmctoal or otherwise payable from Tax Increment have been WHEREAS, the City and the Zone Board have determined that it will be advisable to have the Corporation assist the Zone Board in the preparation of the Project Plan and the Financing Plan and provide other services as further described in this Agreement; and WHEREAS, it is the intention of the parties to this Agreement that, subject to the limitations prescribed in the Act, this Agreement and the limitations of its Articles of Incorporation, the Corporation shall have the authority to issue, sell or deliver its bonds, notes, or other obligations in such amounts as may be necessary to provide for the ennstmaion of the Improvements and the fandin~ of any necessary reserve fund or capitalized interest accounts and the payment of the costs of issuance of such bonds, notes, or other obligations, and perform other activities provided in thfis Agreement; and WHEREAS, the City and the Reinvestment Zone agree to pay for the Corporation's activities performed pursuant to this Agreement from Tax Increments as provided in Otis Agreement, and Chapter 311 of the Act and Chapter 431, Texas Transportation Code, authorize the City and the Reinvestment Zone to enter into a contract with the Corporation for the purposes of providing management and administration for the Reinvestment Zone, providing the services and improvements, and otherwise perfonmg the functions set forth in this Agreement; and -2- WHEREAS, the City and the Reinvestment Zone desire to contract with the Corporation to provide the assistance described in this Agreement during the term of the Reinve~lment Zone; and WHEREAS, the Corporation was created in part to aid and assist the City and the Reinvestment Zone in the manner set forth above, and the Corporation is willing to enter into a contract with the City and the Reinvestment Zone setting forth the duties and responsibilities of the Corporation, the City and the Reinvestment Zone; NOW, THEREFORE, for and in consideration of the preanises and the mutual covenants and agreements herein contained, it is agreed as follows: DEFINITIONS "A~" shall mean Chapter 311, Texas Tax Code. "A_m-eeme~t" shall mean this Agreement and all attachments between the City, the Reinvestment Zone and the Corporation. "~" shall mean the Nueces County Appraisal Dis~ct '~nd Docum~" shall mean the resolution of the Corporation authorizing the issuance of a series of Bonds and any trust indenture or supplement thereto executed by the Cmtion in cmmection with the issuance of a series of Bonds. 'Bond Proceeds" shall mean the net proceeds from the sale of the Bonds. 'Bonds" shall mean the bonds of the Corporation. 'Uaptured Appraised Valu~" shall mean the total appraised value of property in the Reinvestment Zone as of January 1 of any year less the Tax Increment Base of the Reinves~nent Zone, all as defined in the Act. '12i _V/' shall mean the City of Corpus Christi, Texas. '~2~..C,m~il" shall mean the City Council of the City. '~2orp_ oration" shall mean the North Padre Island Development Corporation. '~" shall mean the Board of Directors of the Corporation. -3- '~" shall menn the bonds, notes or other contractual obligations which the Corporation may incur fi'om trine to time pursuant to A_edcle 111 hereof. '~2orp_ s" shall mean the United States Army Corps of Engineers, or any successor thereto. '~2oun _t?' shall mean Nueces County, Texas. "District" shall mean Del Mar College. '~].C~g_E~" shall mean the reinvestment zone financing plan for the Reinvestment Zone as amended from time to time pursuant to the Act, as adopted by the Zone Board and approved by the City Council. '~-enerallv Accented Accountm? Princml~" shall mean such accepted accounting practme as, in ~ opinion of the accountant, conforms at the time to a body of generally accepted accounting principles as applied to governmental units. '~" shall mean the Nueces County Hospital District. '~xn_nrovement~" shall mean those improvements identified in the Project Plan. 'glans" shall mean, collectively, the Project Plan and Financing Plan. '~lgliJg,~Ll~l~" shall mean the fund established by the Corporation in the Bond Documents into which payments from the City's Tax Increment Fund are deposited. ~' ~ect Costs shall have the meaning set forth m Section 311.002(1) and the other prows~ons of the Act. o~ shall mean the project plan for the Reinvestment Zone as it may be amended from time to time pursuant to the terms of the Act, as adopted by the Zone Board and approved by the City Council. '~" shall mean the Reinvestment Zone Number Two, City of Corpus Christi, Texas, which was mated by the Ordinance. 'Tax Increment" shall mean the amount of property taxes levied each year by each Taxin~ Unit participating in the Reinveslment Zone (to the extent of their participation) on the Captured Appraised Value. '~" shall mean the total appraised value of all real property taxable by the City a~.d located in the Reinveslxne~t Zone as of the year in which the Reinvestment Zone was designated as a remvestment zone, plus the total appraisal of all real property taxable by the City and the other Taxing Units -4- participating in the Reinvestment Zone and annexed to the Reinvestment Zone det~nined as of the date on which the area was annexed to the Reinvestment Zone. 'Tax Increment F~d" shall mean the Tax Increment Fund created by the City for the Reinvestment Zone including any subaccount therein into which all Tax Inucments shall be deposited by the City. "Taxing Unit" shall mean County, the District, the Hospital District, and any other taxing unit (as defined in the Act) which paxticipates in the Reinvestment Zone. 'Zone Bo~" shall mean the Board of Directom of the Reinveslment Zone. SCOPE OF SERVICES BY CORPORATION To the extent of available tim&, the services whichthe Corporation will furnish consist of, among other things, the following: A. Management and Admires' trative Services and Consultant~. The Coqx)mtion will provide managexnent and administrative services for the Reinvestment Zone as requested by ~ Zone Board that are necessary or convenient for the implementation of the Plans. B. Services With Respect to the Project Plan and the Financin~ Plan. Annexations to the Reinvestment Zone. and Amendments to the Project Plan and the Financing_ Plar~ 1. The Zone Board is required to prepare and submit to the City for approval a Project Plan and a Financing Plan. Upon the request of the City, the Corporation will assist the Zone Board in the preparation of the Project Plan and the Financing Plan. The Project Plan and the Financing Plan will be prepared in accordance with the mquiremants of the Act and the directives of the Zone Board. The Project Plan and the Financing Plan will include at a minimum those matters required by Section 311.011 (b) and (c) of the Act. The Project Plan and the Financing Plan will be in substantially the form and substance of the preliminary project plan and preliminary reinvestment zone financing plan set forth in Exhibit C to the Ordinance; and 2. As requested from time to time by the Zone Board, the Corporation will assist in the preparation of amendments to the Project Plan and the Financing Plan. Any such amendments to the Project Plan and the Financing Plan will be prepared in accordance with the requitmxents of the Act, and shall not be effective until approved by the City. C. Conshx~ction of Improvements. The Corporation and the City shall cooperate and -5- coordinate their activities with the Corps with respect to the commencement, financing and ¢onslmction of the Improvements so that the commencement, financing and constxuction of the Improvements shall occur at such times as are necessary or desirable to meet the construction time requirements of the Corps, consistent with the Plans. To that end, the Corporation may directly transfer to the Corps, or to the City for transfer to the Corps, such funds derived from Bond Proceeds to provide funding for the City's share of the costs of the Improvements to be constructed by the Corps, as may be finther described in the Bond CORPORATION OBLIGATIONS A. General Statement. The parties have agreed that the Coxpomtion has the authority to issue Bonds or to enter into other Corporation Obligations with the Corps that are to be repaid fi'om moneys to be paid by the City and the Reinvestment Zone to the Corporation from Tax Increments pursuant to this Agreement. B. Power to Incur Co _rpomtion Obligations. Subject to the provisions of this Article, the Corporation shall have the power from time to time to issue and incur Corporation Obligations upon such terms and conditions as the Corporation and the City shall determine to be necessary or desirable to implement the Project Plan and the Financing Plan. The Corporation Obligations may be in the form of a bond, note or in the form ora contractual obligation with the Corps or a third pa~ who agrees to construct Improvements in the Project Plan or who provides services consistent with the Project Plan in exchange for the obligation of the Corporation to repay such costs from future payments made bythe City and the Reinveslment Zone to the Corporation pursuant to this Agreement. C. Bonds. 1. To implement the Project Plan and the Financing Plan, the Corpomt/on may issue its Bonds in an amount necessary to finance the construction of the Improvements and pay Project Costs (including amounts necessary to fund reserve funds and capitalized interest accounts for tl~ Bonds and to pay costs of issuance of the Bonds) which will be repaid by the Corporation from payments made by the City and the Reinvestment Zone pursuant to this Agreement. The issuance of Bonds by the Corporation shall be subject to the approval of the City by a resolution duly adopted by the governing body ofthe City. The deposit and disbursement of Bond Proceeds shall be made in accordance with the Bond 2. The Corporation agrees to commence the process to issue and sell the Bonds from time to time, at such times and in such amounts as are required to produce Bond Proceeds in an amount sufficient to accommodate the construction of the Improvements and to pay other Project COsts as necessmy; provided, however, that the Corporation will use its best efforts to effect the issuance and delivery of the first series of Bonds to finance the initial phase of the Improvements described in the Project Plan on or before March 31, 2003; provided, ftnther, that the failure of the Corporation to issue such first -6- series of Bonds by such date shall not impose any financial liability on the City or any ftm~ obligation on lhe City to fund the costs of such Improvements. The COlpOration shall issue and sell the Bonds, from lime to time, and shall hold and disburse the bond proceeds as provided in this Agreement and the Bond Documents. The Corporation shall use its best efforts to structure the Bonds so that the interest on the Bonds is excludable from taxation under the Internal Revenue Cede of 1986, as amended, and regulations promulgated thereunder. 3. Bonds issued by the Corporation shall be secured, in whole or in part, by funds deposited from lime to time in the Pledged Revenue Fund. The Corporation agrees to provide to the City and the Zone Board copies of any proposed trust indenture or bond resolution in connection with any issuance of Bonds. In addition, m the fullest extent permitted by hw, the Corporation agrees that it will not revoke or amend any orders, resolufons or other actions relating to the issuance, sale or delivery of Bonds, except as provided in the resolutions, indentures or other instruments adopted or executed in connection with the sale of the Bonds. To tbe extent Bonds are issued as obligations, the interest on which is intended to be excludable from the income of the holders thereof for federal income tax ~, the Corporafton agrees that they will take all actions necessary to ensure that the inten~t payable on the Bonds is and remains excludable from the income of the holders thereofonder the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. 4. All Bond Proceeds generated from the issuance of Bonds shall be deposited into such funds and accounts, and disbursed in such manner and at such times, as shall be provided for in the Bond Documents. All Bond Proceeds shall be held separate and apart from and shall not be commingled with any other fimds of the Corporation. 5. To the extent necessary or desirable, the Bond Documents may provided that a reserve fund be established and funded as mutually agreeable to the Coqx~tion and the City to pay the principal and interest on the Bonds and/or to retire a portion of the Bonds. D. Accounting. Complete books and records shall be maintained showing deposits to and disbursements from the Tax Increment Fund of the City and the Pledged Revenue Fond or other funds of the Corporation, which books and records shall be deemed complete if kept in accordance with Generally Accepted Accounting Principles as applied to Texas municipalities and in accordance with the provisions of the Act. Such books and records shall be available for examination by the duly authorized officers or agents of the City during normal business hours upon request made not less than five (5) business days prior to the date of such examination. The City and the Corporation shall maintain such books and records throughout the term of this Agreement and for four (4) years thereafter, all subject to the requirements of the Act. E. L~,~0L[II~I~aI~. The Corporation will use the moneys in the Pledged Revenue Fund as follows: ~ to pay aH principal of, interest on, lavn~m (if any) and aH paying agent/registrar charges on the Bonds of the Corporation, and to fund any reserves necessary or desirable in connection -7- with such Bonds, at the respective times and in the respective amounts as fixed and presoribed in the resolution or resolutions pursuant to which such Bonds are issued by the Corporation and to pay any Corporation Obligations which are on a parity with such Bonds; second, to make payments on other Corporation Obligations which are subordinate to the Bonds; third~ administration, maintenance and operation expenses of the Reinvestment Zone; and f0ur0a, to perform the services, provide improvements, or to pay any other Project Costs permitted by this Agreement and by the Act, including, the reimbursement to the City of disbursements made by the City as grants and loans pursuant to an economic development agreement adopted by the City under Chapter 380, Texas Local Government Code, in furtherance of the implementation of the Plans. F. I~ELI.t-III~. The Corporal/on may pledge and assign all or a part of the Pledged Revenue Fund und~ this Agreement to: 1. the owners and holders of Bonds of the Corporation; and 2. the owners and holders of Colporation Obligations. G. Depository. The Corporation's Pledged Revenue Fund is the account into which all payments made by the City and the Reinvestment Zone pursuant to this Ag~ement shall be deposited. The Pledged Revenue Fund shall be maintained at all times at the same bank that serves as the City's depository. Any moneys received from investing and reinvesting the moneys paid by the City and the Reinvestment Zone to the Corporation shall remain in this fund until used by the Corporation for either of the purposes permitted by this Agleement in accordance with Section III.F., mad may be commingled with other moneys of the Corporation; provided, however, that these fimds shall be accounted for separately. Moneys in the Pledged Revenue Fund may be invested and reinvested by the Corporation only in investments which would be eligible for investment by the City prat to the provisions of the Public Funds Investment Act (Chapter 2256, Texas Government Code). Moneys on deposit in the Pledged Revenue Fund will be secured by the depository bank in the same manner as City funds are required to be secured at the City depository. H. Bond Consultants. McCall, Parkhurst & Horton L.L.P. shall act as bond counsel for Bonds issued by the Corporation. Coastal Securities shall act as financial advisor to the Corpomtiun. M.E. Allison & Co., Inc. shall act as placement agent or underwriter for the first series of Bonds issued by the Corporation. DUTIES AND RESPONSIBILITIES OF THE CITY AND THE REINVESTMENT ZONE A. Duties of City. The City agrees to provide custom_aW City services in the Reinvestmeat Zone subject to the provision of funds for these services in the City budget, including, without limitation, funds to maintain the Impmvernonts throughout the term of the Bonds. -8- B. Tax Increment Fund. The City will establish a separate fund including subaccounts if necessary in the City treasury into which all Tax Incleaaents shall be deposited (the 'Wax Increment Fund"). During the term of this Agn~ment, the City, on behalf of itself and the Reinveslment Zone will pay ~e Corporation, on a monthly basis on the fast business day of each month, all monies then available in the Tax Increment Fund. Upon receipt, the Corporation shall deposit such funds in the Pledged Revenue Fund and use them in acconlance with Article m.E. C. Limitation of Source of Payment. The City and the Reinvestment Zone shall have no financial obligation to the Corporation other than as provided in this Agreement or in other agreements between the City, the Reinvestment Zone and the Corporation. The obligation of the City and the Reinveslment Zone to the Corporation under this Agreement is limited to the Tax Increment of the City and the other Taxing Units which are received by the City. This Agreement shall create no obligation on the City or the Reinvestment Zone which is payable from taxes or other moneys of the City other than the Tax Increments which are collected by the City. The obligation of the City and the Reinvestment Zone to the Corporation shall be subject to the fights of any of the holders ofbonds, notes or other obligations that have hem~tofore or are hereatter issued by the City, the County, the District, the Hospital District and any other Taxing Units that are payable from or secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of the City, the County, the District mad the other Taxin~ Units. For so long as any bonds, notes, or other obligations of the Corporation secured by Tax Increments are outstanding and unpaid, the City covenants and agrees to annually assess, levy and collect its ad valoxem taxes within the Zone. D. Allocated Funds: Limitation of Dufies. Tbedt~of theCity and the Reinveslment Zone to pay money to the Corporation for any p~ under this Agreement is limited in its entirety by the provisions of this Adicle. The payments herein provided for shall be the entire and complete compensation of the Corporation for its services and expenses in connection herewith. E. Collection and Payment of Tax Increments by the City_ and the Reinvestment Zone In consideration of the services to be provided by the Corporation, the City and the Reinvesmaent Zone covenant and agree that they will, as authorized under the Act and other applicable laws, contmuonsly collect the Tax Increments from the Taxing Units whose participation in the Reinvestment Zone is reflected in the Project Plan and the Financing Plan dining the team of this Agreement in the manner and to the masirrann extent permitted by applicable law. To the extent the City and the Reinvestment Zone may legally do so, the City and the Reinvestment Zone also covenant and agree that they will not permit a reduction in the Tax lnoremonts paid by the Taxing Units except to the extent provided in the agreement with the Taxing Unit executed at the time the Taxing Unit agreed to participate in the Reinvestment Zone. In addition, the City covenants and agrees that it will not dissolve the Corporation and that any repeal of the right and power to collect the Tax Increments will not be effective until all Bonds and Colporalion Obligations of the Corporation have been paid in full or until they ~xe legally defeased. The City and the Reinvestment Zone further covenant and agree that they will make all payments as set forth in Article IV.B. above, by a direct deposit into the Pledged Revenue Fund, without counterclaim or offset, but minus any expenses incurred by the City in connection with the collection of the Tax In~ements. -9- F. Obli_tmtions of City and the Reinveslment Zone to be Abrolnt~ The obligation of the City and the Reinveslment Zone to make the payments set foflh in this Agreement from Tax Increments nhall be absolute and unconditional, and until such time as this Agreement, all Bonds and Corporation Obligations incurred pursuant to this Agreement have been fully paid or provision for payment thereof shall have been made in accordance with their terms or the date of expiration of the Reinvestment Zone, whichever comes first, the City and the Reinvestment Zone will not suspend or discontinue any payments provided for in this Agreement and will not terminate this Agreement for any muse, including, without limiting the generality of the foregoing, the failure of the Corporation to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Agreement. Nothing contained in this section shall be construed to release the Corporation from performance of any of the agreements on its part contained in this Agreement, and in the event the Corporation shall fail to perform any such agreement un its paa, the City may institute such action against the Corporation as the City may deem necessary to compel performance so long as this action does not abrogate the obligations of the City and the Reinvestment Zone to make the payments set forth in this Agreement to pay the Bonds of the Corporation or to meet its Corporation Obligations. V. PERSONAL LIABILITY OF PUBLIC OFFICIALS To the extent permitted by State law, no dixector of the Corporation, nor any employee or agent of the Corporation, no director of the Reinvestment Zone, nor any employee or agent of the Reinvestment Zone, and no employee of the City, nor any councilmember or agent of the City, shall be personally responsible for any liability arising under or growing out of this Agreement, or operations of the Corporation under the terms of this Agreement. LAW TO BE OBSERVED The Corporation at all times shall observe and comply with all federal and state hws, local laws, ordinances, orders, and regulations of the federal, state, county, or city governments. INFORMATION The Corporation shall, at such times and in such form as City may require, furnish periodic information concerning the status of the Corporation, the Reinvestment Zone, and the performance of its obligations under this Agreement, and such other statements, cextificates and approvals relative to the Corporation and the Reinvestment Zone as may be requested in writing by the City. The City shall provide the Corporation with such information as may be necessary for the Coi~mfion to satisfy its continuing disclosure obligation as set forth in the Bond Documents. -10- COORDINATION wrrll CITY OFFICIALS The Corporation will coordinate its activities with the City Manager or the City Managers designee. Nothing in this Agreement is intended to confer upon the Coqx~ration the fight to use, improve, or service any City prope~ without the approval of the City. IX. ADDRESS AND NOTICE Any and all notices and communications under this Agreement shall be mailed by fast-class mail, or delivered, to the Corporation at the following address: Chair, Board of Directors Nofah Padre Island Development Corporation 1201 Leopard Street Corpus Christi, Texas 78401 Any and all notices and communications under this Agreement shall be mailed by first-class mail, or delivered, to the City at the following address: City Manager City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Any and all notices and communications trader this Agreement shall be mailed by first-class mail, or delivered, to the Reinvesmaent Zone at the following address: Chairman Reinvestment Zone Number Two, City of Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 APPLICABLE LAWS THIS AGREEMENT IS MADE SUBJECT TO THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS. -11- CAPTIONS The captions at the beginning of the A~icles of this Agreement are guides and labels to assist in locating and reading such Axticles and, therefore, will be given no effect in construing fids Agreement and shall not be restrictive of the subject matter of any article, section, or part of this Agreement. XII. SUCCESSORS AND ASSIGNS This Agreement shall bind and benefit the respective paxties and their legal successors, and shall not be assignable, in whole or in part, by any party hereto without fast obtaining the written consent of the other para/. Nothing herein shall be cons~a'ued as creating any personal liability on the part of any officer or agency of the City, of the Reinvestment Zone or of the Corporation. TEI~I AND T~RMINATION, DISSOLUTION OF CORPORATION A. In General. This Agreement shall become effective, and its init/al term shall begin, on the date of exeoution by all parties, and shall end upon termination of the Reinvestment Zone. B. Termination for Cause. A paxty may terminate its performance under this Agreement only upon default by another party. Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of this Agreement required to be performed or observed by that party. Should such a default occur, the party against whom the default Nas occurred shall have the fight to terminate all or paxt of its duties under this Agreement as of the thixtieth (30th) day following the receipt by the defaulting party of a notice describing such default and intended termination, provided, that such termination may be s/ayed, at the sole option of the patty against whom the default has occurred, pending cure of the default. No termination of this Agreement will affect the obligation of the City and the Reinvestment Zone to pay from Tax Increments an amount which will permit the Corporation to pay the Bonds or any Corpomt/on Obligations issued or incurred pursuant to this A4greement prior to termination. C. Dissolution of Corn_ oration or Reinvestment Zone. The City agrees not to dissolve the Corpomt/on or the Reinvestment Zone unless it makes satisfactory arrangements to provide for the payments of the Corporation's bonds, notes, or other Corporation Obligations incurred prior to the Corporation's dissolutior~ AMENDMENT OR MODIFICATIONS Except as otherwise provided in this Agreement, this Agreement shall be subject to change, amendment, or moditicat/on only by the mutual written consent of the parties hereto. The foregoing notwithstanding, no amendment shall become effective ontil the parties have received an opinion of natiollally-reco~tmi 7ed bond counsel selected by the Corporation and approved by the City to the effect that -12- such amendment will not materially adversely impair the rights of the owners of any outstanding bonds, notes or other obligations issued by the Corporation. XV* COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same instrument. [EXECUTION PAGE FOLLOWS] -13- DATED as of February 1, 2003 NORTH PADRE ISLAND DEVELOPMENT CORPORATION THE CITY OF CORPUS CHRISTI Chairperson, Board of Directors Mayor ATTEST: ATTEST: Secretary, Board of Directors City Secretary KEINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS Chakperson, Board of Directors AITEST: Secretary, Board of Directors -14- RESOLUTION APPROVING THE PROJECT AND FINANCING PLAN FOR THE ZONE AND RECO~ING ITS APPROVAL TO THE CITY COUNCIL OF THE L:l'f¥ OF CORPUS CHRISTI, TEXAS, AND APPROVING THE EXF.,C[~ON OF A TRI-PARTY AGREEMENT WHH RESPECT TO THE PROJECT AND FINANCING PLAN WHERF_.AS, by Ordinance No. 024270, ndopted on November 14, 2000 (the "Creation Ordinance"), the City of Corpus Christi, Texna (~e "City"), cx~nm~d a tax increm~t ,eh~,n~anent zone known as "Reinvesm~ Zone ~nher Two, City of Coq~ CI~ Texas" CrlP. Z Two"), pumant to · e provisions ofC~ 311, Texas Tax Code (the "Act"), and ~oved a l~vliminnry ~invesma~ ~ WHEREAS, it is the duty and r~ponsibillty of the Bored of Din.~n:tors of TIRZ Two to prepay, a[]PrOYe ~ld ~l~llil[~d+ to ~ City for ~.~l[u~ a final lx~ject and fnm~--ing plan for TIRZ Two WHEREAS, by Resolution No. 025040, nde~ on October 8, 2002, the City aufl~rized the creation of the North Pa&e Island Development Coq~a~.~on (the "Coqxa~on") to hid, assist ~md act on WI-texEAS, i~ connection ~ ~he implen~,~-~.:~ oftle Plan, ~he Board of Diecto~s finds it advisable to authorize the execution of ~m agreemeat by aad among the City, TIRZ Two, and the Coq0ora~on, d~aed as of Febmary 1,2003 (the "Tfi-Patty A&zeement~), putsuam to which the Corporation 'IIF, Z Two, includlnE, but not limited to, the power to issue, sell or deliver its bonds, notes or other WHEREAS, it is deemed ~ ~md advisable tha~ this Resolution be adopted. THEREFORE, BE IT RESOLVED BYTHE BOARDOF DIRECTORS OFR~ ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS THAT: Section 2. The Tri-Patty ~ in ~ the form aad sul~aa~ as _n _r,~_hed m ~his Resolution and madea part hereof for all ~ is hereby a~ploved aadthe President or Vice prcsidgat and the S~a'y of the Board ofDi~to~ a~ hereby ~ to ex. ute, attest, seal and deliwr the 19 CITY COUNCIL AGENDA MEMORANDUM I February 25, 2003 AGENDA ITEM: (C) Resolution approving No~.h Padre Island Development Corporation issuance of North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003, in an aggregated principal amount not to exceed $3,000,000; approving a trust ind~dure and other co~act documents relating to the bonds; and containing other related provisions. ISSUE: In November 2000, the City Council approved an ordinance creating the Relnvestment Zone # 2 in connection with development of a channel and other facilities in the Packery Channel area. ARer a petition, the Council mbmitted the ordinance to the voters in April 2001, and the voters approved. The Tax Increment Financing Board and the North Padre Island Development Corporation have both approved the project and plan of finance for the City's contribution to the Packery Channel dredging project. This resolution ratifies the resolutions authorizing the issuance of $3 million in Tax Increment Contract Revenue Bonds by the North Padre Island Development Corporation. The source of repayment for the bonds is the revenue stream from the Tax Increment Financing district. REQUIRED COUNCIL ACTION: Approval of the resolution is required PREVIOUS COUNCIL ACTION: On October 1, 2002, City Council approved the formation of the North Padre Island Development Corporation and approved its articles of incorporation. Bonds to fund the Packery Channel project will be payable solely from the tax increment fi'om the fund and not from other city revenues. RECOMMENDATION: CRy Staff recommends the approval of the Resolution authorizing the North Padre Island Development Corporation to issue North Padre Island Development Corporation Tax Increment Contract Revenue Bonds, Series 2003, in an aggregate principal amount not to exceed $3,000,000; approving a trust indenture and other contract documents rela~_g to the bonds; and comaining other provisions related thereto. Dit,~t~r of Financial Services RESOIJJTION AIJTHOI/IZING THE ISSUANCE OF NORTH PADRE ISLAND DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT REVENOE BONDS, SERIES ~,~3, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3 MILLION; AFPROVING AN INDENTURE OF TRUST AND OTHER CONTRACT DOCUMENTS RELATING TO THE I),ONDS; AND CONTAINING OTHER PROVISIONS R~LA~ED T~RETO BE IT ~LVED BY THE BOARD OF D~RS OF THE NORTH PADRE ISLAND DEVELOPMENT CORPORATION: ARTICLE I WHEREAS, by Ord/nance No. 024270, adopted on November 14, 2000 (the "Creation Ordinance'~, ~e City of Coqvus Chdsfi, Texas 0he "C/of), ae~ted a t~x i~i~ ~/nvestment zone known ~s '~inve~z~ Zone Number Two, City of Corpus Chds~i, Texas" CrmZ Two"), pursu~ to the provisions of~ 311, Texas Tax Code, ~nd ~ ap~llmln~y t~h~veztment zone fm~,~ng WHEREAS, by Resolufio~ No. 02.~40, adopted o~ October 8, 2002, ~he City authorized the a~ioi~ of Se No~ ~ Isled I)t~el~m Co~o~on (the "Co~/~m") to ~id, a~ist and a~t on WHEREAS, on February 25, 2003, ~he City is expeaed to approve that certain Agreemem by and between ~he City, TIRZ Two, and the Corporation dated as of February 1, 2003 0he '"rd-Party in acco~lance with the ~ of ~he Td-P~y A/peem~ WHEREAS, the Ci~ is not located in a coumy w~h a lx~d~alcn of 2.1 million or more residents; and WHEREAS, as l~mitted by Chapter 431, Texas Transportation Code, as amended, the Colponlfion dezi~ to issue Bonds upon the terms md conditiom md for the ~ im~in ~ ARTICLE H DEFINITIONS AND INTERPRL~ATIONS The ~m ".~,~aho&gd Dencminmiom" shall mean $100,000 ct any ~ multiple of S~,O00 in excess of $100,000. The ~m "Indenture" shall mean ~he ~ of Trust dalx~d as of Febt'uary 1, 2003 between the ~on and JPMorgan Ctme Banlg and i~ successors ia that capacity. 'l~ l~m "Rale" me~s SEC Rule 15c,2-12, as am~amnI from time to time. pmpozes set fo~h h~'ein aad lo sustain the validity of the F~a~,y Bonds and th~ validity of ~ ~ ~ ~ pledge of the Pledg~l ~ to secu~ ~ paymem offl~ Pati~ Bonds. ARTICLE IH Costs of I,~uance, all under and pur~a~ ~o tl~ authority of~ Ac~ and all cater applicable law. None of the proceeds of ~e Serie~ 2003 Bonds shall be used for fl~e purpoze of I~aying or otherwise providing -3- · e Putdmse Comtact wi~ lfie UMerw~?u~. lutra~t on the Series 2003 Bonds ..hnll be payable on the shall bear imea~ at the fixed rote or rates per am~m~ calculated on the basis of a 360-day year of~e lhe pFmcipal ~ sc. he~ole for the Series 2003 Beads ('mc~. wilhout ll~i~a~.;.o~, the mmurity of any of lhe m~mn~es of Ibe Series 2003 Bonds as tenn bonds and any sinkin~ fund paym~ to be featut~ of the Series 2003 Bonds, the tare or hues of interest to be borne by the Series 2003 Bonds, &e dated a.~t~, of ~he Series 2003 Bonds 0he q~a~d D~e"), and other mam~ ~ela~ng to ~he issuaace, sale 2003 Bonds and tl~ ob~ ofinsmance or other fomt~ of credit ~ wilh zespect 1o ~he Series 2003 Bonds; prov/ded, that the Purchase Conl~a~ n~t provide for the Series 2003 Bonds to be sold onterms that produce (i) interest rme or rates for ~he Series 2003 Bonds in a multiple of 1/8 of 1% or 1/20 of 1% or 1/100 of 1%, (h') a "net effective inleteat rate" not in excess of 10.00%, (ih') a final mnt~_~h'y date of the ~ries 2003 Bonds that shall not extend beyond Decembe~ 15, 2022, and (iv) imetest ta~es such 5eries 2003 Bonds by mo~e ~ 4.0°/0. The Authorized ~ve's approval of the Purchase same effect as if each of the Series 2003 Bonds had been signed mnn~ and in person by each of said ~ If any officer of the Cotlxa~on whine mam~l or facl~m~ si~m~m~e shall appear oll ~e Series 2003 Bonds ~ll cease to be such ofllc~r befo~ lhe amhmticafion of such Seriea 2003 Bonds or before lh~ delivery of suc~ Series 2003 Bonds, such manual or facalm~ s'~u~e shnn nevertheless be valid and htn~nmder. exctmnge for ofl~ ,?~iea 2003 Bonds shall bear the same Dated Date as the Series 2003 Bond o~ Seri~ the _a~- of payme~ is legal leader for lhe payment ofdebts due the United S~_ ~ of America, upon their n~mplion, at lhe Desil~ Trust Office. The inlerest on each Series 2003 Bond shall be payable by check payable on the lmerest Payment Date, mailed by the Registrar on or befoie each Inten~ Paymem Date lo the Owner of record as of the Record Date, to the address of such Owner as shown on lite on the Series 2003 Bonds. Promptly upon the appoiahaent of any success~ Registrar, the previous each Owner, by United Sta~ mail, ~t class postage prepaid, of such c-han~ and of lhe address of ~he record ~ds~: for lhe paym~ of such interest, to be imowa sa a "Special Record Da~." The Registrar .~hnll -5- Dine, to each Owner or record of an affected Serie~ 2003 Bond as of the close of business on the ~y prior to ~e mailing of such no~ce. Owner of any Saies 2003 ~ in accordance wi~h this Sec6on 3.9 .o~nn be valid and eff~tml and shall discharge the liability of the Coq~mfion and the Registrar upon such Sefie~ 2003 Bond to the ext~ of become due and inyable shall be reported and disposed of by the Registrar in accordance with the appliczble p~uvisions of Texas law incluain~ to the ~ applicable, Title 6 of the Texas Property Code, ~ and deliver in exchan~ the~or, within ila~e (3) Businem Days al~r such photon, a new Series 2003 Bond or Serie~ 2003 Bonds, ~ in the name of lhe ~a.~f~e or tramtel~es, in ~ Denominafiom nnd of the same nmn~3t, nggrer~ p~,,~ml nmount, and Dated D~te, and bearing in~nmt at fi~e mine rate as the Serie~ 2003 Bond or Serie~ 2003 Bonds so pn~,ntecL Anything $100,000. Ail Series 2003 Bonds ~.11 be exchnn~ble upon pn~entation and stut~uder lhemof at the Delighted Trust Office of the Regis~r for a Series 2003 Bond or Series 2003 Bonds of the same un~i. 'd ~ducipol amount of the Series 2003 Bond or Series 2003 Bonds presented for exchange. o~ ~p~ Se~es 2003 Bonds a~ ~ and delivered in race herewith, ~!mll be cancelexi and lhemaf~ trea~l in m wi~h ~he Regi~s document r~e~Am policies. Owner of such Seti~ 2003 Bond to pay a stun sufficient to cove~ any tax e~ offer gov~amenml ch~u~ fees mai expem~ of lhe ReghUar. If any Serie~ 2003 Bond is lost, appa~nfly de~lroyed, or wrongfully taken, the Corporalion, pumuant to lhe al~iicable laws of the Slate of Texas m~d in the ab~nce ofn~ or knowledge ltmt such Sedes 2003 Bond ha~ been acquired by a bona fide pm-chaser, shrill execute and lhe Registrar .~hnll ~ and deliver a teplacem~ut ,~k~ries 2003 Bond of 1,'~ matu~ty, Dated Date, ~,~ rote and O) fumislzd to time Regist~ sati.qact~y evide~ of th~ ownumhi? of and the ¢iro,m.~ances ofthe lo~, deaU'uction or lt~tt of suoh Series 2003 Bond; -7- (3) If any such mutilated, 1o~, appa~ dly ~ or wrongfully ~ Series 2003 Bond has become or is about to become due and payable, lhe Coqxa~on in its disc,eii~m may, instead of issuing a replacement Seri~ 2003 Bond, aufllutb, e the Registrar to pay such S~ies 2003 Bond. Each~'placement Series 2003 Bond delivc'~iin accordance with ~his Section 3.12 shall be entitled lo ~e benefits and security oflhis Resolution to lhe ~ane emoa as ~he Series 2003 Bond or Seti~ 2~3 Bonds in lieu of which such replacement Ser~ 2003 Bond is delivered. Principal amounts may be ze~eemed only in integral mulliples of $5,000. If a Series 2003 Bond subject Io redemption is in a deax~mlmalon bager 1hah $100,000, a pertim of such Series 2003 Bond may be redeem~ but only in imegral multiples of $5,000 and so long as lhe unredeemed portion of a~ Sedes 2003 Bonds so ~leemed in pa~ is not leto thnn $100,000. Upon s~euder of any Series 2003 Bond for lhe redemption da~, the ~lion price, the place a~ which Serie~ 2003 Bonds are to be surmndea, ed for payment and, ifle~ lhan all Seriea 2003 Bonds ~ ofa pat~larmatufity am ~o be redeemed, lhe numbers of the Setie~ 2003 Bonds or portiom thereof of such maMrity to be redeemed. Aw/notice -8- p~ovided, lhe Series 2003 Bonds or portions ~hereof so redeemed shall no longer be n~garded as any Series 2003 Bond or portion thereof called for redemption nhnll ~..tmhla~ oi1 the d_~_~_, fixed for ~: I~l~0~il~a. THE SERIES 2003 BONDS ARE A LIMI'rI~D OBLIGATION OF THE CORPORATION, PAYABLE SOLELY OUT OF THE TRUST ESTATE~ WHICH IS THE SOLE ASSET OF THE CORPORATION PLEDGED THEREFOR. THE SERIES 2003 BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT CONSii'rurF., WHHIN THE MEANING OF ANY STATUTORY OR CONSi'H'UTIONAL PROVISION, AN INDEBi'F_~NESS, AN OBLIGATION OR A LOAN OF CREDIT OF THE CITY OF CORPUS CHRISTI, THE STATE OF TEXAS, ~ COUNTY, TEXAS, DEL MAR CO~.VGE, NUECES COUNTY HOSPITAL DISTRICT, REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS, OR ANY OTHER MUNICIPALITY, COUNTY, OR OTHER MUNiCiPAL OR POLmCAL COm'OP. AT~ON OR SUBDMSION OF THE STATE OF TEXAS. NEHI-IER THE C1TY OF CORPUS CHRISTI, NUECES COUNTY, TEXAS, DEL MAR COI .! .leGE, ~ COUNTY HOSPITAL DISTRICT NORREINVEb'IMENT ZONENUMB~ TWO, ~dH'¥ OF CORPUS CHRISTI, TEXAS ARE OBLIGA'~'F_.D TO MAKE PAYMENTS ON THE SERIES 2003 BONDS. FORM OF SERIES 2003 BONDS AND CERTIFICATK~ -9- ARTICLE V 13onds may be issued only in accomhnce with the ixovidons of Article H~ of the Indentme. avnilnhle fi~r ~ pm'pos~ ~ Resetve~. No Rese~e F~md has been established for the benefit of~he Series 2003 Bonds. The ~oo reserves the ~t ~o e~'mbii~h a Reserve Fund for the benefit of~he Series TIRZ Two, the Coipomtion or the Pledged Revenues. The Co~oration ~11 aRer the close of each fiscal of the P~ui~y Bonds, &e Pledged Revenues a~e not and will not be n~e subject to any o~r lien plec~ or encmnbrance to secure the payment of any debt er obligation of the Coqxa~on, unleia such lien, pledge or enom~l,v,~ce is junior and sulxxdinat~ to 1he lien and pledge securing payment of fie Parity Paflicil~mt lhat are payable from and secured by a 8cnmal levy of ad valorem taxes throughout thetax~g (c) Each of the Participants has agreed to couhlbute its Con~act Tax hcremem to the Tax In.e-ent Fund, in zccordance withthe Act and/ts P~/clpant Contract, ~nd that each ofthe Participm~s, 31,2022. In lhe Disaict ~ the District has agn~d to c~mtdbute 100% of its ~ Tax Disuict ~ with suc~ obli~ontion of~he DisUict e~dln~o ~fier the ninth year of~e Distdct Agreement -11- wvemnt ~ by law or in this Resolution, the Owner or Own~ of any of the Futiiy Bonds may pur~ue all le/al remedies affo~xl by ~e Consfimti~ and hws of ~ae State of Texas to c~v/~el ~e · n available ~uedy. The sole som'ce of file Corpomfi~l awanhle f~r the payme~ of debt service o~ the of such Parity Bonds plus intetezt tiz~eon to Ibc ~,~ of matur~y o~ ~on, or (ii) pursuant ~ an ~: No Recourse A_osd~t Co~._ .~i'--,,~ OtV~h No recoume ~hall be had for the -12- role of law, or by the enforcement of any asse~me~ or penalty, or otherwise, all such liability being expressly released and wnived as a condition of and in comideration for the adoption of~his Resolufi~ ~ the issuance of~he Setie~ 2003 Bon~. hematter executed and delivered by lhe Co~porafion of lhe mture described in Section 5.2. PROVISIONS CONCERNING SALE AND APPLICATION OF PROCEEDS OF SERIES 2003 BOHDS aulhorizod to do any and all ~hin~ nece~-ary or de~irable to provide fo~ the i.~uance and d~livery of lhe Series 2003 Bonds. m A~ (a) to tak~ any action to msu~e flint no more than 10 percent of the proceeds of the mo~ than 10 percent of the proceeds are so u~l, that amoums, whether o~ not received by the -13- 141(bX2) of the Code; "di,spmportion~", within the meaning of section 141(b)(3) of the Code, Io ~he governmental use; (e) to t~a'ain firm mid"~ any action fl~a would n~sult in lhe Series 2003 Bonds being "federally gtauauh:ed" within the mea~ng of section 149(b) offl~ Code; im~ame~t propc~ (as defined in sectio~ 148(bX2) of~h~ Code) which produoes a materially higher yield over lhe term of the Series 2003 Bonds, olher titan investme~ pmperp] acquired with (1) proceeds of the Series 2003 Bonds invesl~i for a reasonable tempo/axy period of three years or less until such proceeds are needod for the pmlx~ for which fl~e Series 2003 Bonds are issued, to the extent such mno~m~ do not exceed 10 percent of the proceeds of the Series 2003 Bonds; and, to tl~ extent applicable, ~ 149(d) of lhe Cod~ (relating to advance m~.~.~ ); md in ful~ 100 percent of the amount ~hen n~luit~d to be paid as a result of Excem Earnln~ under section 148(0 of~he Code. v~the Code and.ny t~s or ridings pmmu~g~ed by ~ U.S. Oemm~ of~he Treasury pumsnt provisio~ of the Code, as applicable to the Series 2003 Bond~ the Cotp~.~ will not be required ~ of Jnterest on the Series2003 Bonds under secfion 103 of~e Code. lnl~eeventlha~mgn,le4tlon,s o~rolin~ opinion of nationally-mcoE, n~ i-zad bond ¢otmsel, to preserve fl~e ~ flora federal income taxation of inlm~ on the Seti~ 2003 Boads unde~ se~ion 103 of th~ Cod~. In f~nl~name of the foregoing, any clause (h), them has been established in ~he Iudtnm~ a "Rebam Fund" for ~ sole beae~t of the Uni~d Sta~s of Amer~ and such Rel~ Fund mhall not be subject to the claim of any ~e~ including without limitation lhe Registe~l Owne~ of lt~ Series 2003 Bond*: The Re[~ Fund is e~tblished for the additional putpo~ of eomplia~e with seaioa 148 of&e Cod~. 2003 Bonds ami any inveaiagat eamin~ ~hereon to be used for fl~ paymeat of project Costs by allocating proceeds to expenditures within 18 months ofthe laler ofthe __d.~. _. ~hat (a) the expenditure on a project is of the dnte of delivery of the Series 2003 Bonds or (b) lhe ~ the Series 2003 Bonds rite retired, unless -15- and dkllx~sed of in the outina~y coulee of business ,d'u,, uo~ be treal:ed as a U'~,l,sactioo u~ulting in the income of ~he iu~,~t ou ~ae Bonds. CONTINUING DISCLOSURE UNDERTAKING ~usuhfiou. and (2) audited, if ~t~ Corix,,~,ilon c~.,.~i~ous an audit of such sU,~,~.mts aud the audit is SEC. 8. Bond calls; 10. Release, substittm'on, or sale of ~n,,~,~'y securing ~payment oflhe Bonds; and I1. provide pummnt to lhis Article and does not hetcby~ to pto~le any o~er information that n~ty prospects or hel~y undertake to upd~ ~y information provided in accordance with this Article or (c) UNDERNO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE HOLDER OR BENEFI~ OWNER OF ANY SERIF. S 2003 BOND OR ANY o'rHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CORPORATION, WHErHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND -17- ~Y OF ANY SUCH PERSON, IH CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. oflhe Ride since suda offedng as well as such cbansed ~ and (2) eifl~et (A) the holde~ of a (B) a pemon fl~at is ~m~m~l wi&. ~he C..o~ion (suc~ as nmio~lly reco~ i.,ed bond counsel) n~,ailve f~m, of the ~mson for the amoutmem and of ~he impact of any dmnge in the type of financial this ~aing disclosme agreement if fl~e SEC amends or ~ the applicable l~x~v/Sion of~e Rule ot ARTICLE X AUTHORIZATION OF AGREEMENTS hemo as Exh/~ C; the Purdme Couhact, in subamntially the form ~ bae/o as Exhibit D; '&e Tri_ and agreements remonable and necess~y to issue ~he Bonds (col~ctively, &e .Agreemo.¥~.). The Bom'd, -18- of said mee6ng was given, all as n~uired by lt~e Texas Open Meetings Act, Chapter 551, Texas Govm~.~ Code. agteetr.~.i,, in ~his Resolmion -~hall be for the sole and exclusive benefit of Ihe Co~ lhe Regislmr. ami ~he Ownem of ~he Ser~ 2003 Bo~ PASSED AND APPROVED this 25th day of Febluary. 2003. .a/r ii, ST: By:. Name: T~de: Uni~d S~ of Ame~a Sta~ of Texas NORTH PADRE ISLAND DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BOND SERIES 2003 MATIJR1TY DATE: DELIVERY DATE: CUSIP: REGISTERED OWNER: PRINCIPAL AMOUNT: The NORTH PADRE ISLAND DEVELOPMENT CORPORATION (the "Iav,~'), a no~-for- profit local govoumem corporation cr~t~ umler aufl~ity of Chapter 431, Subchapler D, Texas Tmmpoztafion Code Oho "Act") by lhe City of Coqms Christi, T~ (the "City"), for value z~eived, promises to pay, but solely from certain Pleds~d Reveoues as hereln~er provided, to lhe ~ summde~ of this Bond at the d~si~ coflmra~ trust office in Dallas, Texas (the "Desi~,gn.,at~ Trust Office") of/PM_o,s~ Chase Bank, as regisUar (~e "Regh,~), he pt'iucipal amount identiSed above, in any coin or cuu, aoj oflhe ~ Sta~ of America which on lhe d.~m of payment of such [~hoipal is lqpl Uader fo~ the payment of debts due the United States of America, a~l to pay, solely fium such Pledged Revmu~, interest thereon at ~he rate shown abow, calculated o~ the basis of a 360.day year of twelve 30-day months, flora the later of tl~ Delivepj Da~ or,he Bonds specified above, orthe most zecent by check on September 15 and Mamh 15, beg_h.sing on September 15, 2004, mailed lo the Registezed Owner as shown on fl~ books ofz~,~i.~ion la,pt by the Regi,saar as of the last B,,.qi~,eas D~ or,he month next Precealng each interest payment ~a~t~ e (the qleco~d Date~), or by ~uch o&~r method, acceptable to is not i~id on any intet~ payment dal~ specified above, and continues unpaid for thirty (30) days THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BOHDS dated as o£ ,2003, aggm~6ng $ , ism~d for the ~ of(l) paying Project Corn, (2) capitalizing interest on ~he Bonds, and 0) lnyiug Costs of Issuance, all under and pumuant to the autl~ of the Act and all oth~ applicable laws, and a re~olution adopted by the Issuer on F~ __, 2003 (the "Resohnion"). None ofthe proceeds oflhe Bonds shall be used for the purpose of pa~ ~aui~ed thereto in accordance wi~h ~e terms of the P, molmion. THIS BOND AND THE SERIES OF WHICH IT IS A PART m~ limi~d obl:g-~!.~a of the Issuer &at are payable fium, and are eq, nlly and ratably s~med by a fi~a lien orifice "Pledged Revenues", as ent~'ed il~ on a [~,y thel~vith, in the Debt Set'vice Fund and file Re~e~o Fund mninmlned for the own Bonds in a denomin~na of leza titan $100,000. * Final Maturity h pan it shall not be redeemed in an amount It~ would, upon exch~%o~, result in a Bond in a ~ less than $100,0~0. cancella~on o~ (2) -Omll have been acquired and canceled by ~he Regism~r a~ ~he direction of the Issuer, in either c~se of (1) and (2) ~ a price not exceeding the par or pl~ncipal ~mount of such Bonds, or (3) shall credited ~s~gn~t a m~ sinklni tlmdi Du~ any period ill whleh ownel~ ofthe Bcogs is determlned by a book c. ohy at a secur~es depository for l~e Bonds, if fewer thnn all of the bonds of the UNLESS WAIVED BY THE OWNER, NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the a~ae fix~l for red~mFtlon by fn~t class mail, addressed to the Re~i~,~xl Own~ of each Bond to be redeemed in whole or in l~X a~ the address shown oo the books oft~.gislralion funds l~ovided for redemption, and ~t which would otherwise ac~ue on &e amoums called for TI-IlS BOND IS EXCHANGEABLE at the Desi~ Tm~t Offic~ of the Reg~.~ for Bonds /11 pdnc~ ~ only/n At, hit/zed Denom/nnfi~, subject ~o lhe/~ms/~d cond/t/ons oflhe NEITHER THE ISSUER NOR THE REGISTRAR slmll be Z~lUin~d to lrans~r or excha~e any provided, however, that no Bonds -nhall be n~aed in a rammer where the beneficial owns-thereof ~all THE BONDS ARE A LIMITED OBLIGATION OF THE CORPORATION, PAYABLE SOt ~ ¥ OUT OF THE TRUST ESTATE, WHICI-I IS THE SOLE ASSET OF THE CORPORATION PLFr~ED THEREFOR. THE BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT CONSTITUTE, WITHIN THE MEANING OF ANY STATUTORY OR CONSHTLITIONAL PROVISION, AN INDEBTF_aJNESS, AN OBLIGATION OR A LOAN OF CRlal3IT OF THE CITY, THE STATE OF TEXAS, NUECES COUNTY, TEXAS, DEL MAR COLL~GE, NUECES COUNTY HOSPITAL DISTRICT, RRINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS, ORANY OTHER MUNICIPALITY, COUNTY, OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDMSION OF THE STATE OF COUNTY HOSPITAL DISTRICT NOR RI~NVF_KI'MENT ZONE ~ER TWO, CTrY OF CORPUS CHRISTI, TEXAS ARE OBLIGATED TO MAKE PAYMENTS ON THE BONDS. SHOULD EACH PARTICIPANT TIMF. I .Y CONfKIBUTE ITS TAX INCREMENT TO THE TAX INCREMENT FUND, AND THE CITY TRANSFERS ALL OF THE TAX INCREMENTS FROM THE TAX INCREMENT FUND TO THE ISSUER IN ACCORDANCE WITH THE TERMS OF THE TRI-PARTY AGRFg~vR~F, AND SUCH TAX INCREMENTS TO TRANSFIX, RED ARE NOT SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON TH~ BONDS ON THE DATE WHEN SUCH PRINCIPAL OR INTEREST BECOMES DUE AND PAYAB!F.. AN EVENT OF DEFAULT SHALL NOT BE DEEMED TO HAVE OCCURRED UNDER THE TERMS OF THE INDENTU~ NORTH PADRE ISLAND DEVELOPMENT CORPORATION (SEAL) FORM OF REGISTRATION CERTIFICATe, COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. Accounts or,he S~t~ of Texas. WITNESS MY SIGNATURE AND SEAL this (SEAL) C_~,m~ollet of Public Accounts office ~ of Texas FORM OF REGISTRAR'5 AUTHENTICATION C{~m~TIFICATF, AUTHENTICATION CERTiFiCATE JPMORGAN CHASE BANK, as Registrar Au0~z~d S~ FORM OF ASSIG~ ASSIGNMENT (Please print or q~pe name, addn~, and zip code of Tramf~,ce) DATED: Regi~l~i Owner NOTICE: Si~ge must be Tramfer ~ Medallion Pro~aa Exhibit B to Resolution DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following ~on a l~mcd to ~n Scc~on ~.1 of this Rcsohrdo~ ~nual Mnancial Statements and Operating Data 1. The information ofthe gemraltype included in Tables I flm~ugh 3 ofthe Limit~ O~s. lug 2. "F'manclal Statements of the Nort~ Padre lsland Development Corporation". NORTH PADRE ISLAND DEVELOPMENT CORPORATION (the "Corporation") and JPMORGAN CHASE BANK as tnlstee (the 'Trustee") DATED AS OF FEBRUARY 1, 2003 SECURI2qG NORTH PADRE ISLAND DEVELOPMENT CORPORATION TAX INCREMEi~ CONTRACT REVENUE BONDS Section 1.03. ARTICLE I DEFINITIONS AND INTERPRETATION Definiliom ............................................ 3 Recitals. Table of Contents. Titles and 14o~clin~ ................ 9 Interpretation .......................................... 9 ARTICLE 1I Section 2.01. ~ ...................................... 10 ARTICLE ALrrHORIZATION OF TAX INCREMENT CONTRACT REVENUE BONDS: GENERAl, TERMS AND PROVISIONS OF TAX INCREMENT CONTRACT REVENUE BONDS: ADDITIONAL PARITY OBLIGATIONS AND SUBORDINATE LIEN OBLIGATIONS Section 3.01. Section 3.03. Authorization of Tax lnctcn~nt Contract Revenue Bond~ ........ 12 Agig imal.Pamec s ................................. 13 Contractual Oblieafions on a Parity with lhe Bonds; Sllbordina~ Lien obli_e.afens .............................. 13 Declaration .......................................... 13 FUNDS AND INVESTMENTS Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08. Section 4.09. Reserve Fund ......................................... 15 Proiect Fund ......................................... 16 Mainte~ F~ ..................................... 16 Dispos_ ition of Moneys Upon Completion of Pro_iect and Finaneim, Plan ................................................ 17 Rebate Fund ......................................... 17 ................................... 18 ARTICLE V COVENANTS OF THE CORPORATOIN Section 5.01. Paymmt of Tax Increment Contract Revenue Bonds and performance, 9f Section 5.03. Section 5.04. Section 5.05. Section 5.06. Recordation and Execution of Securi _ty Insmmaent.~ ............. 20 Title: Encumbrances of Pledged Revealu~s ................... 20 Pled_ted Revenues Not Encumbered ........................ 21 Collection of Contract Tax Incaement.~ ...................... 21 Amendment of Tri-PatW A~m~eeanent ........................ 21 DEFAULT AND REMEDIES Section 6.01. Section 6.03. Section 6.04. Section 6.06. Section 6.07. Section 6.09. Section& 10. Notices ............................................. 22 Notice of Default ...................................... 22 Trustee May Act Without Possession of Tax Inelva~t Contract Revenue Bonds ...................................... 23 ~ .............................. 23 Right of Owners of the Tax Increment Contract Revenue Bonds to Dir0~ Section 6.11. Restoration of Ri~ts and Remedies ....................... 25 Section 6.12. Waiver of Slav or Extemion Laws ........................ 25 Section 6.13. Delay or Omission Not Waiver ........................... 25 Section 7.01. Discharge and Release of Lien ............................ 26 ARTICLE VIII Section 8.01. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 8.08. Section 8.09. Section 8.10. Acceptance of Trust ....................... , ............ 27 Kr, lianrg_b.v_TIm~ .................................... 29 C, etfificate of the Corporation as Proof ...................... 29 Trustee May Own Tax Increment Contract Revenue Bo~ds ...... 30 C~_ ~fion of Trnst .................................. 30 Removal of Trnst~ .................................... 30 .................................. 30 Appointment of Successor Trnsl~ ......................... 30 Powers of Successor Trnst~ ............................. 31 Memer. Conversion or Consolidation of Trudge ............... 32 ARTICLE IX MODIFICATION OF INDENTIJRF~ Section 9.01. Supplemental Indentures Not Requiting Con.q~.nt of Owners of Increment Contract Revenue Bonda .......................................... 33 Section 9.02. Supplemental Indentures Requiting Consent of Owners of the Tax lI~R~tLl~llgl~l~ ................................... 34 Section 9.03. Consents ............................................ 34 Section 9.04 Delivery of Counsel's Opinion with _respect to Supplemental Indeatl~-~d ARTICLE X GENERAL PROVISIONS Section 10.01. Proof of Execution of Writings_ and OWl~e~hip ................ 35 Section 10.02. ~llg~tlttll~ffi~ ................................... 35 Section 10.03. ~ .................................. 35 Section 10.04. Notice .............................................. 35 Section 10.05..C~E.Y.~lillg.l,~ ....................................... 36 Section 10.06. Severabilitv .......................................... 36 Section 10.07. ~]~glgia~ig~ ................................. 36 Section 10.08. Execution in Several Court _mpa_rts ......................... 36 CITY OF CORPUS CHRISTI CERTEFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the ~ of F in anco of the City of Corpus Christi, T~xas (or hisd~ duly authoriz~l mpr0~ntative), ceflffy to th~ City Council and other appropriat~ officer that tl~ m~y required for the contract, ~groomont, obligation or expenditure des~bed below is in the Treasmy to the credit of the Fund specified below, fi~n which it is to be drawn, and has not been appropriated fo~ any other purpose. Agenda item: (C) RESOLUTION APPROVING NORTH PADRE ISLAND DEVELOPMENT CORPORATION ISSUANCE OF NORTH PADRE ISLAND DEVELOPMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2003, IN AN AGGREGATED PRINCIPAL AMOUNT NOT TO EXCEED $3,000,000; APPROVING A TRUST INDENTURE AND OTHER CONTRACT DOCUMENTS RELATING TO TH~ BONDS; AND CONTAINING OTHER RELATED PROVISIONS. $3,000,000 Fund Name Fund No. Orig. No. Account No. Project No. Amount Total ~///Not required ~ of Fimmcial S~-vicos 20 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: February 25, 2003 AGENDAITEM: A. Motion authorizing the Acting City Manager, or his designee, to execute Change Order No. 43 with Texas Department of Transportation in the amount of $631,812.15 for the realignment of water and wastewater utilities as part of the Spur 3, Phase 2 Ennis Joslin Road construction contract in accordance with the Advanced Funding Agreement. B. Motion authorizing the Acting City Manager, or his designee, to execute a consultant contract with ECMS, Inc., in the amount of $ 60,500 for management of contractor claim and utility construction inspection for the Spur 3, Phase 2 Project. ISSUE: The realignment of utilities between Del Oso Road and Ocean Drive is necessary for water and wastewater lines to be constructed within the available right of way. FUNDING: Funding for this project is available in the FY 02 -03 Water and Wastewater Capital Improvement Program Budget CONCLUSION AND RECOMMENDATION: Approval of the motions are recommended to award Change Order ff-43 and proceed with realignment of the utilities. ~. g.~l R..Esco.bar, .P, E~ . D'~n 'g~neering Services Attachments: Exhibit "A" Background Exhibit "B" Contract Summary Exhibit "C" Location Map HH:\HOME~LYNDAS\GEI~StreetsV86 Bond Issue*TxDOT~6062 - Spur 3\CO #43~AGENDA MEMO.doc BACKGROUNDINFORMATION SUBJECT: Spur 3, Phase 2 Ennis Joslin/Nile Drive Project No. 6062 PRIOR COUNCIL ACTION: 1. November 6, 1992 - Resolution expressing the commitment of the City Council to constructJprovide funding for right-of-way acquisitions, utility relocations, and wetland mitigation for upgrading and reconstruction of Ennis Joslin Road. 2. November 18,1993 - Resolution authorizing the City Manager to execute an agreement with TXDOT relative to improvements to Spur 3, including Ennis Joslin Road. 3. July 16, 1996 - Motion authorizing the City Manager to execute a contract in the amount of $143,818 with Naismith Engineering, Inc. for engineering services associated with the Spur 3, Phase 2: Ennis Joslin Road utility adjustments and Nile Drive improvements. 4. October 28, 1997 - Motion authorizing the City Manager to execute a Participation Agreement with Baypoint, LTD., a Texas Corporation, for the relocation and or installation of a portion of the public utilities in conjunction with the Spur 3, Phase 2 improvements, the City's share of which will not exceed $217,000. 5. June 29, 1999 -Motion authorizing the City Manager to execute Amendment No. 3 in the amount of $19,050 to the contract for engineering services with Naismith Engineering, Inc. for the Spur 3, Phase 2: Ennis Joslin Road utility adjustments and Nile Drive improvements. 6. February 29, 2000 - Resolution of Statement Expressing Official Intent to Reimburse Costs of Spur 3, Phase Improvements: Ennis Joslin Road from Ocean Drive to South Padre Island Drive and Nile Drive from Pharaoh Drive to Ennis Joslin Road. 7. February 29, 2000 - Ordinance appropriating $118,320 from the Unreserved Fund Balance in the Combined Utility Systems Fund; loaning and appropriating in the No. 3539 Street Capital Improvement Project 2000 (CO) Bond Fund for the City's share of the State's Spur 3, Phase 2 Improvement Project, to be reimbursed to the Combined Utility Systems Fund with interest; amending the FY 1999-2000 Budget, adopted by Ordinance No. 023702 by adding $118,320 to the Combined Utility Systems Fund; amending the FY 1999-2000 Capital Budget, adopted by Ordinance No. 023703 by adding $118,320 to the No. 3539 Street Program; and declaring an emergency. 8. February 29, 2000 - Resolution authorizing the City Manager, or his designee, to execute Amendment No. I to the Advanced Funding Agreement with the Texas Department of Transportation (TXDOT) in the amount of $6,039,661.98 for construction of the Spur 3, Phase 2 Improvements: Ennis Joslin Road from Ocean Drive to South Padre Island Drive and Nile Drive from Pharaoh to Ennis Joslin Road; and associated utility work. EXHIBIT "A" I Page I of 3 PRIOR COUNCIL ACTION (continued}: 9. June 12. 2001 - Motion authorizing the City Manager, or his designee, to increase the escrow amount as a result of higher bid pdces than estimated and to execute Change Orders Nos. 10, 13, and 24 with the Texas Department of Transportation in the amount of $205,649.76 as part of the Spur 3, Phase 2 Ennis Joslin/Nile Drive construction contract in accordance with the Advanced Funding Agreement. 10.Various actions related to the acquisition of parcels required for street right-of-way and utility easements. PRIOR ADMINISTRATIVE ACTION: 1. December 17,1997 - Amendment No. 1 in the amount of $12,960 to contract for engineering services with Naismith Engineering, Inc. for services associated with a change order to the Bay, Inc. contract for Phase 1 improvements and design of a new dam at the Pharaoh Golf Course. 2. March 2, 1999 - Engineering agreement in the amount of $10,000 with Naismith Engineering, Inc. for the Spur 3, Phase 2 Pharaoh Valley Golf Course Water Rights Permitting - Phase 1/Permit Application. December 20, 1999 - Amendment No. 1 in the amount of $4,800 to the contract with Naismith Engineering, Inc. for the Spur 3, Phase 2 Pharaoh Valley Golf Course Water Rights Permitting - Phase 2/Permit Application. 4. May 10, 1999 - Amendment No. 2 in the amount of $2,000 to contract for engineering services with Naismith Engineering, Inc. for services to coordinate GLO easement acquisition. 5. January 11. 2000 - Amendment No. 4 in the amount of $6,000 to the contract for engineering services with Naismith Engineering, Inc. for services associated with the TxDOT Logo and Copyright Information to Plan Sheets, 6. Auqust 24, 2001 - Agreement with Pyle & Associates, Inc. in the amount of $11,000 for professional services associated with the Spur 3, Phase 2 Right-Of-Way Surveys. 7. October 31, 2001 - Amendment No.1 to the Agreement with Pyle & Associates, Inc. in the amount of $11,300 for professional services associated with the Spur 3, Phase 2 Right-Of-Way Surveys. 8. Various actions related to the acquisition of pamels required for street right-of-way and utility easements. FUTURE COUNCIL ACTION: 1. Additional change orders may be necessary as project proceeds to completion. BACKGROUND: A realignment of utilities between Del Oso Road and Ocean Drive was necessary for the water and wastewater lines to be constructed within the available right of way. The City and the Texas Department of Transportation agreed to the realignment to move the utilities away from the adjacent property lines, and to allow for better access for future maintenance of utilities. Change Order # 43 provides for a different Sequence of construction, changes in material quantities, an increase in price to compensate the contractor, and allows compliance with I EXHIBIT "A" Page 2 of 3 the additional TxDOT requirements. The anticipated project completion is June 2004. The completion of Spur 3 will: · improve traffic flow and safety along Ennis Joslin Road; · access to Texas A & M University campus; and · complete the Nile Ddve project approved in the 1986 Bond Program. ENGINEERING CONTRACT: The engineering service contract includes claim management and full time inspection. City responsibility for construction inspection of utility work is in accordance with the Advanced Funding Agreement. A request for full time inspection was requested by TxDOT to expedite the progression of utility construction. SUMMARY OFCHANGE ORDERS: Change Orders Affecting City: STORM WASTE STREET WATER WATER WATER GAS TOTAL Escrow Surplus -196,748.78 72,327.09 227,584.57 591,618.19 250,425.83 945,206.90 Ch. Order 5 -2,407.50 -2,407.50 Ch. Order 7 -6,259.50 -6,259.50 Ch. Order 10 -45,003.34 -45,003.34 Ch. Order 11 -21,865.31 -21,865.31 Ch, Order 13 -4,037.28 -33,690.14 -19,700.28 -57,427.70 Ch. Order 14 -8,900.98 -8,900.98 Ch. Order 15 -6,677.16 -6,677.16 -6,677.16 -20,031.47 Ch. Order 16 -19,644.90 -19,644.90 Ch. Order 17 -4,444.00 -12,015.28 -16,459.28 Ch. Order 23 -3,921.08 -3,921.08 Ch. Order 24 -25,348.46 -25,348.46 Ch. Order 28 -3,118.79 -3,118.79 -6,237.58 Ch. Order 31 -13,582.00 -4,527.33 -18,109.33 Ch. Order 36 -6,418.93 -6,418.93 Ch. Order 37 -48,535.20 -48,535.20 Escrow Surplus -264,524.97 39,977.91 166,072.49 482,873.67 214,237.24 638,636.34 Change Order No. 37 compensates the Contractor for installation of ground boxes for all equipment, labor, materials, and incidentals needed to complete the work. EXHIBIT "A" Page 3 of 3 CONTRACT SUMMARY SPUR 3, PHASE 2: ENNIS JOSLIN-OCEAN/ALAMEDA TO S.P.I D. 1. SCOPE OF PROJECT: BASIC SERVICES: PART A: Construction administration, Observation and Claim Management Services PARTB: Construction Observation and Full-Time Inspection Services 2. SCOPE OF SERVICES The NE hereby agrees, at its own expense, to perform evaluation and inspection (observation) services necessary as described in EXHIBIT A. In addition, A/E will provide monthly status updates (project progress or delays, gantt charts (as requested) presented with monthly invoices) and provide contract administration services, as described in Exhibit A and A-t, to complete the Project. 3. SCHEDULE The pedod of contract shall be 8 months unless amended by the City. The expected inspection period is 6 months due to the utilities Contractor having to pause for two months during the construction of the roadway by TXDOT. 4. FEES A. Fee for Basic Services. The City will pay the NE a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A. 1-4 above, and for all expenses incurred in performing these services. For services provided in Section I.A.1-4, NE will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon NE's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4, the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to NE's monthly statements. Page 1 of 2 B. Summary of Fees CONTRACT AMOUNT: The contract amount for the above professional services shall not exceed $60,500, unless amended by the City. The City will make monthly payments based on invoices submitted by the Engineer based on the following fee schedule: a). Services by the Engineer will be paid at $60 per hour. b) Services by the full time Inspector will be paid at $35 per hour. c) The total estimate fee for the Engineer is computed as follows: Contract and claims management...30 days @ 4hrs/day @ $60/hr ............................................................. $7,200 Construction Observation....5 hrs/wk, 26 wks, 130 hrs $60/hr ............................................................ $7,800 d) The total estimated fee for the full time Inspector is computed as follows: 50 hrs/wk, for 26 weeks, @$35/hr ...................... $45,500 The total contract amount is ........................................... $60,500 Page 2 of 2 File : CORPUS CHRISTI BAY ~N~ CITY PROEECT NO. 6062 EXHIBIT 'C" CI~ ~NCIL EXHIBIT SPUR 3~ P~SE 2 I~PROVEBENTS - ENNIS o~m~ or ~,t~, s~c~s CI~ OF CORPUS CHRISD DA~: 02-19-2005 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: February 25. 2003 A. Motion authorizing the Acting City Manager, or his designee, to execute Change Order No. 43 with Texas Department of Transportation in the amount of $631,812.15 for the realignment of water and wastewater utilities as part of the Spur 3, Phase 2 Ennis Joslin Road construction contract in accordance with the Advanced Funding Agreement. Amount Required: $631,812.15 Fund Name Fund No. Org. Account Project Amount No. No. No. Water Capital Imp Fund 4084 00000 550910 200240 $274,897.92 WW 2002 Bond Fund 4240 ' 00000 550910 200240 $356,914.23 Total $631,812.15 )~} ~'~ ~ Certification Not Required Director of Financial Services Date: ~-~-o-o3 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Finance of the City of Corpus Chdsti, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officer that the money required for the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. City Council Action Date: February 25, 2003 B. Motion authorizing the Acting City Manager, or his designee, to execute a consultant contract with ECMS, Inc., in the amount of $ 60,500 for management of contractor claim and utility construction inspection for the Spur 3, Phase 2 Project. AmOunt Required: $60,500.00 Fund Name Fund No. Org. Account Project Amount No. No. No. Water Capital Imp Fund 4084 00000 550950 200240 $30,250.00 WW 2002 Bond Fund 4240 00000 550950 200240 $30,250.00 Total $60,500.00 ~ ?/{-~1 ~__] Certification Not Required Director of Financial Services Date: ~ - a-o ~ o ~ 21 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Presentation of the Proposed Urban Transportation Plan: an element of the Comprehensive Plan. STAFF PRESENTER(S): Name Title/Position Department 1. Margie Rose 2. Michael N. Gunning 3. Bob Payne Assistant City Manager Director of Planning Development Services Senior City Planner Development Services OUTSIDE PRESENTER(S): NA ISSUE: As required by the City Charter the City's Comprehensive Plan must contain a Transportation Plan. Issues addressed by the proposed plan: 1 ) Unifies and consolidates the transportation plans in 10 adopted area development plans; 2) Provides a unified Transportation Plan for coordination of street improvements; 3) Enables the City to require right-of-way (ROW) dedication prior to development, in the city and the extraterritorial jurisdiction (ET J), thereby minimizing the need for ROW purchases; 4) Reduces traffic congestion on existing and future roads within the city and its ET J; 5) Provides greater right-of-way for placement of utilities outside of rcadway pavement; 6) Incorporates American Disability Act standards for sidewalks; 7) Meets Texas Dept. of Transportation (TxDOT) 2000 and American Association of State Highway and Transportation Officials (AASHTO) roadway design standards. BACKGROUND: The primary purpose of the Urban Transportation Plan is to create the safest possible transportation network for the City and the Extraterritorial Jurisdiction. The proposed update to the Urban Transportation plan will combine separate transportation elements in the ten City Council adopted Area Development Plans into a single user-friendly document. In addition, the plan also updates city street cross sections to be consistent with Texas Department of Transportation and American Association of State Highway and Transportation Officials (AASHTO) standards and provides for several street alignment changes on proposed future streets. Adoption of this plan will help minimize future city purchase of pdvate property to widen streets and create the safest possible future street network. As part of the plan development procpss, Staff has had extensive discussions with a number of public agencies including the DeveloPment Services Advisory Committee (builders, developers, and engineers), Regional Transit Authority, Port of Corpus Christi, the Chamber of Commerce, the Transportation Advisory Committee, and the Planning Commission and the Metropolitan Planning Organization (MPO) staff and MPO Technical Advisory Committee. If City Council adopts this plan, the Metropolitan Planning Organization will forward the plan to the MPO Technical Advisory Committee and the MPO Policy Committee for approval. REQUIRED COUNCIL ACTION: Additional Background D Exhibits X Draft Corpus Christi Urban Transportation Plan February 25, 2003 City Council Presentation Outline ■ City Charter ■ Comprehensive Plan Concept ■ Plan Issues ■ Planning Process City Charter ■ City Charter — Requires development of a Transportation Element of the Comprehensive Plan Comprehensive Plan Concept ■ The Urban Transportation Plan is the first phase of a three phase process to combine Comprehensive Plans into a Citywide Plan. ■ Phase Two will combine Future Land Use into a Citywide Plan. ■ Phase Three will update the Corpus Christi Policy Statements and incorporate Area Development Plan Text and maps. 't'ransportation Plan Issues ■ Future Street Network to Minimize Traffic Congestion ■ Consolidation of Transportation Plans ■ Cross Section Design ❑ Sidewalks Standards which meet American Disabilities Act ❑Bikeways which meet State Highway and (AASHTO) Standards the America Association of Transportation Officials r.ns ortati i 1� on Plan Issues . continued ■ Street Alignment and Network Changes ■ Minimize future purchase of rights-of-way ■ The Plan addresses Collector and Arterial Streets. Comparison of Existing Plan vs Propose Plan Right -of -Way Requgements Right -of -Way Comparison Urban Street Type Existing Proposed Change + - Residential 50' 50' No Change Two Lane Collector 60' 60' No Change Three Lane Collector 60' 65' +5' Four Lane Collector 70' 75' +5' Five Lane Arterial w/center turn lane 80' 95' +15 Four Lane Arterial w/Median 100' 100' No Change Six Lane Arterial w/Median 120' 130' +10 Rural Street Type Residential 60' 60' No Change Two Lane 801-100, 125' +45'— 25 Four Lane w/center turn lane 150' 165' +15' Four Lanes w/median 200' 240' +40' Urban Transportation Legend Street Type Design Features tto, of taves Rs�ired Rk�d-of-wap- tirQan ti+lfs EAsting Propose cdodars CS /60 C2 / 65' Cont. L/T 3 C3'J 15' 4. Pakweps ' - Pt BB' Bkowoy 2 0000 *0000 Arkriah At / v Cont, t/T 5 .w_.. . AZ % IW Modem 4 A3 / 13d' ►ledfon 6 .r... .. . Rord Art�iai Readway , Gas Sesfiens RM / 126' 2 ,�••• RA2,/.14fi Cott L/T 5 RA3 / 240 Won 4 Tf. � 4w Romer 4_tp ��i• werataal" Ezistag Proposed f1d wer+ W/farp#C 3a BII(ewa} 0 • • 0 *0& *tr+d m w/o ?M% 0 p Roikoad patted vidFAMP V/Burps Golf Beach e , , TrmO Battens or Park and We Cuts a � Wr U Cantors w/o m' d*/wmrk reform daWflcda sae designated as Ct end t o 2 Imes with 6{#` fit-Of-woy. LOW street dv4tt"rasftons art W reflected on this map, DWW Tee indloete wWe eddfiow Mot of Way is needed Reter to fext for dei*. ! t A Planning Review and Endorsements ■ Regional Transportation Authority (Staff) ■ Port of Corpus Christi (Staff) ■ Review by Nueces County (Staff) ■ Texas Department of Transportation — cross section design ■ Chamber of Commerce Transportation Subcommittee ■ Review by the Metropolitan Planning Organization Technical Advisory Committee ■ Review by the Development Services Advisory Committee ■ Transportation Advisory Committee ■ Approval by the City Planning Commission Draft Corpus Christi Urban Transportation Plan February 25, 2003 City Council 22 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Existing and Proposed Recharge Dams in the Nueces River Basin CITY STAFF PRESENTER(S): Name 1. Ronald F. Massey Title Assistant City Manager Department Public Works/Utilities OUTSIDE PRESENTER(S): 1. Ken Choffel Vice President HDR Engineering ISSUE: Water planning studies have concluded that trade-offs or exchanges between surface water used for recharge upstream and waters closer to points of use within the Nueces Basin could be mutually beneficial to both the City and its customers, and water users in the Region. BACKGROUND: There are currently 14 studies regarding recharge dams. The City of Corpus Christi helped fund the first study in 1991. REQUIRED COUNCIL ACTION: None. Additional Background [] Exhibits [] DRAFT. Potential and Existing Recharge Enhancement in the Nueces River Basin "~ssey ACM Public Works and Utilities February 25, 2003 Regional Setting Recharge Projects in Nueces River Watershed · Edwards Aquifer Authority (EAA) own three existing projects. · San Antonio Water System (SAWS) and partners seek permits for four new projects. Choke Canyon Reservoir/Lake Corpus Christi · Choke Canyon Reservoir and Lake Corpus Christi are located down-stream of recharge projects. · City of Corpus Christi water rights are senior to existing and proposed recharge dam water rights permits. Chronology of Proposed Recharge Projects · In 1990, co-funded studies initiated to identify potential recharge projects in Nueces River Basin, including downstream impacts. · Initial studies considered 19 potential recharge sites. · By mid-1990s, four projects recommended with one additional project requiring additional study. Chronology of Proposed Recharge Projects (Continued) · In January 2001, Regional Water Plan for Region L includes Edwards Aquifer recharge program. in January 2001, Regional Water Plan for Region N identifies water from Region I. to fully mitigate impacts of recharge program. · In February 2001, representatives of NRA, SAWS, City of Corpus Christi, and others meet to discuss full mitigation requirements. Chronology of Proposed Recharge Projects (Continued) · October, 2001- City receives Edwards Aquifer Authority report with existing recharge dam diversion estimates. · April, 2002 - EAA informs City they will pursue a change in the existing dam permit amounts so that they can legally continue to overdraft in wet years. · July, 2002 - City writes letter to TCEQ asking to be informed of any changes in recharge dam permit amounts for existing dams. Summary of Current Tssues and City Recharge Dam Goals · To ensure EAA operates existing dams in accordance with their permits or if permits are modified, City receives full mitigation. · To prepare for Legislative issues involving EAA pumping limits as they relate to recharge structures. · To be actively involved in Region L plans to develop recharge dams. · To ensure Bay and Estuary impacts are addressed in full mitigation agreements. 4 Questions, comments? More Technical Background Mr. Ken Choffel Vice President HDR Engineering DRAFT - Edwards Aquifer Recharge Enhancement and Associated Mitigation Efforts Recharge Projects in Nueces River Basin Existing Recharge Projects Parkers Creek Recharge Project Middle VenJe Creek Recharge Project Typical Stream at Recharge Project How Recharge Projects Work Capacity of Proposed Recharge Projects Compared to Capacity of City's Reservoirs Capacity Proposed Recharge 32,650 acft Projects Choke Canyon I Lake 952,522 acft Corpus Christi System Cost of Proposed Recharge Projects (mid-1999 prices) Frio $34,800,000 Sabinal $10,400,000 Hondo $13,300,000 Verde $6,500,000 Total $65,000,000 Significant Channel Losses Occur in Nueces River Basin 4 Effects of Recharge Dams on City's Senior Water Rights · Reduction in Firm Yield of CCR/LCC Reservoir System · Required Replacement Water Supply · Lake levels in Choke Canyon Reservoir · Lake levels in Lake Corpus Christi · Nueces Bay Inflows and Harvest Firm Yield Impact and Replacement Water Requirements Firm Yield Impact 5,600 acf'dyr Percent Reduction in Firm Yield of City's 3.2% CCR/LCC Reservoir System Previous Options Considered to Offset Firm Yield Zmpacts · Replacement water from eastern sources delivered via Mary Rhodes Pipeline · Guadalupe River · Additional Lake Texana water · Colorado River · Gulf Coast Aquifer · Cost of replacement water to be paid by Recharge Project Sponsors Recent Developments in Opportunities for Replacement Water within Nueces Basin · Federal funds are available through Corps of Engineers (COE) for projects which include "Ecosystem Restoration" or "Flood Damage Reduction" · Federal funds can pay for up to 50% of study cost and 65% of construction costs · Projects can include water supply Important Ecosystems Dependant on Nueces River System Hill Country Streams and Associated Springs Nueces Delta and Estuary COE 2002 Reconnaissance Study Identified Several Projects which Could Benefit City · Desalination project at Barney Davis · Cotulla diversion to enhance Choke Canyon storage · Two-way pipe project between CCR and LCC to minimize channel losses · Additional wastewater diversions to Nueces River Delta Summary of Goals for COE Feasibility Study · Develop additional water supply for both City and recharge project sponsors · Develop additional water for important ecosystems · Use Federal funds to minimize cost of projects to sponsors Governor's Desalination Tnitiative · Fund a portion of large-scale desalination plant through COE as mitigation · Find other ways to cooperate in State desalination initiative Suggested Next Steps · Work with recharge project sponsors through Corps of Engineers study to ensure appropriate mitigation is included to compensate City · Work with Corps of Engineers and other sponsors (including State desalination initiative) on projects which will increase City's water supply and enhance productivity of Nueces Estuary 23 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION February 25, 2003 AGENDAITEM: Presentation of FY 2002-03 2r~ Quarter Budget~Performance Report STAFF PRESENTER(S): Name 1. Mark L. McDaniel Title/Position Department Director of Management and Budget ISSUE: The City Council has requested quarterly reports on the financial performance of the organization. This is the 2nd Quarter Report for FY 2002-03. REQUIRED COUNCIL ACTION: No formal action is required Director of Management and Budget 2"~ Quarter Budget and Performance Report X (um:ter separate cover) FY2002-2003 Budget/Performance Report 2nd Quarter Period Ended January 31, 2003 Introductory Remarks Beginning fund balances for this report reflect estimates, but will be adjusted to audited figures for the 3rd quarter. LJ As part of our continuing efforts to enhance reporting, graphs/data depicting trends for major revenues have been included under a new FINANCIAL INDICES tab. Percent 100 90 80 70 60 50 40 30 20 10 0 General Fund YTD Revenues Property Tax Other Taxes Franchise Fees Solid Waste Municipal Court Other Revenue YTD 2000-01 0 YTD 2001-02 0 YTD 2002-03 Percent 50 30 Pic 10 C General Fund YTD Expenditures Geral Godt Public Sakty Solid Devekopment Noir Parks & Rec./ Health Svees Street Svcs Waste.S'vices. Sores. Departrnental Library 0 YTD 2000-01 M YTD 2001-02 ® YTD 2002-03 Percent 50 all 30 20 10 0 Enterprise Funds YTD Revenues Water Gas Wastewater Airport Ambulance Golf Marina 0 YTD 2000-01 0 YTD 2001-02 0 YTD 2002-03 Percent 50 w 20 10 C Enterprise Funds YTD Expenditures Water Gas Wastewater Airport Ambulance Golf Marina ® YTD 2000-01 0 YTD 2001-02 ® YTD 2002-03 Percent 70 50 30 20 10 Internal Service Funds YTD Revenues Stores Maintenance MLS Engineering Risk Mgmt Svoes. Svices YTD 2000-01 IM YTD 2001-02 N YTD 2002-03 64 50 50 50 49 46 47 44 41 13 -_ 13 t.a �f 4'^f Stores Maintenance MLS Engineering Risk Mgmt Svoes. Svices YTD 2000-01 IM YTD 2001-02 N YTD 2002-03 Percent 50 45 40 35 30 25 20 15 10 5 0 Internal Service Funds YTD Expenditures Stores Maintenance MES Engineering Risk Mgmt Swes. Sores YTD 2000-01 0 YTD 2001-02 ® YTD 2002-03 46 42 42 40 40 40 37 37 r r( R� :t �9 t t kba Stores Maintenance MES Engineering Risk Mgmt Swes. Sores YTD 2000-01 0 YTD 2001-02 ® YTD 2002-03 Percent Special Revenue Funds YTD Expenditures Hotel Reinvestment Reinvestment Seawall Arena Visitor's LFPC Crime Occupancy Zone #1 Zone #2 Improvement Facility Facility District ® YTD 2000-01 E3 YTD 2001-02 ® YTD 2002-03 11 New Financial Indices Section ➢Sales Tax Analysis ➢Franchise Revenue Trends ➢ Water Sales ➢Hotel Occupancy Tax Trends ➢Airport Activity Mid Year Synopsis ✓Sales Tax Forecast ✓Projected Salary Savings ✓Fuel and Power Costs ✓Storm Related Costs ✓General Financial Condition Questions &Comments a Renaissance 24 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Comprehensive Annual Financial Report (CAFR) for the Fiscal Year Ended July 31, 2002. STAFF PRESENTER(S): Name Title/Position 1. Lee Ann Dumbauld Director of Financial Services OUTSIDE PRESENTER(S): Nam Title/Position 1. John Shepherd Partner Depa,:.,mnt Financial Services Orflanization Collier, Johnson, & Woods ISSUE: Each year the City of Corpus Christi issues its Comprehensive Annual Financial Report (CAFR) at the conclusion of its external audit as required by state statute. BACKGROUND: Section 103.001 of Texas State statute requires municipalities to have its records and accounts audited annually and have an annual financial statement prepared on the audit. In accordance with this statute, the City of Corpus Chdsti hired Collier, Johnson, & Woods to conduct the external audit for the fiscal year ended July 31, 2002. The CAFR for the fiscal year ended July 31,2002, is the first financial statement the City of Corpus Christi has issued implementing the change in reporting format as required by Government Accounting Standards Board (GASB) Statement No. 34. REQUIRED COUNCIL ACTION: none Additional Background [] Exhibits [] Director of Financial Services orpus Christi