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Agenda Packet City Council - 06/26/2012
Corpus Christi Meeting Agenda - Final City Council 1201 Leopard St Corpus Christi, TX 78401 CCtexas.com Tuesday, June 26, 2012 12:00 PM Council Chambers 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 opportunity to address the Council at approximately 4:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles- espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361- 826 -3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Joe Adame to call the meeting to order. B. Invocation to be given by Ms. Jeanne Gardiner, Unity by the Sea Church. C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 12 -00444 Proclamation declaring July 1 - August 15, 2012 as "Flamingos Rule!" Proclamation declaring July 4, 2012 as "JULY 4TH BIG BANG CELEBRATION 2012" Swearing -in Ceremony for newly appointed Board Members F. MINUTES: 2. 12 -00430 Approval of Meeting Minutes - June 19, 2012. Attachments: Minutes - June 19, 2012.pdf G. BOARDS & COMMITTEE APPOINTMENTS: (NONE) Corpus Christi Page 1 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 H. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If 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 emergency measure rather than a two 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 are incorporated herein for reconsideration and action on any reconsidered item. I. CONSENT AGENDA (ITEMS 3 - 10) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances 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 withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. Professional services agreement for Local Health Authority services 3. 12 -00146 Resolution authorizing the City Manager or designee to execute an agreement with Dr. William Burgin, Jr., to serve as the Local Health Authority for Public Health District. Attachments: Agenda memo - Local Health Authority Resolution - Burgin Health Authority Aqmt Agreement - Burgin Health Authority Professional services agreement for Alternate Local Health Authority services 4. 12 -00147 Resolution authorizing the City Manager or designee to execute an agreement with Dr. Colette Simon to serve as the Alternate Local Health Authority for the Public Health District. Attachments: Agenda memo - Dr. Simon Resolution - Simon HAAgmt Agreement - Simon Health Authority Substit Comp Codifier to create a new section number in Code of Ordinances 5. 12 -00275 Resolution authorizing codifier to create a new section number. Attachments: Agenda Memo - Codifier Resolution - Codifier to create new number Corpus Christi Page 2 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 Renewal of lease agreement with Aeronautical Radio, Inc. for space at airport 6. 12 -00383 Ordinance authorizing the City Manager, or designee, to execute an agreement with Aeronautical Radio, Inc. (ARINC) to lease space containing approximately twenty (20) square feet located in the lower level of the Corpus Christi International Airport (Airport) terminal for the maintenance and operation of aeronautical Communication equipment providing air /ground data communications to aircraft on the ground and en route within 200 nautical miles from Corpus Christi in consideration of payment of an annual rate per square foot of $51.38 for fiscal year 2011 -2012, $52.15 for fiscal year 2012 -2013 and $52.94 for fiscal year 2013 -2014, adjusted annually thereafter based on the current Terminal Rental Rate for future fiscal years, payable monthly for a term of five (5) years; and declaring an emergency. Attachments: Agenda memo - Aeronautical Radio Aeronautical Radio Lease Agreement Ordinance ARINC 5 -29 -12 Approval of avigation easement instruments and special warranty deeds related to property acquistion for airport runway project 7. 12 -00400 Motion authorizing the City Manager or designee to execute an Avigation Easement referred to as Parcel 3 and Special Warranty Deeds referred to as Parcels 3A and 3B, out of Lots 1 and 2, V.M. Donigan Partition,located north of the Corpus Christi International Airport (CCIA) and State Highway 44; from Mary Frances Wilson Burson and fourteen other undivided fee owners; for a total expenditure of $54,000 which includes $52,000 for the avigation easement and land, with additional expense of $2,000 for title policies, recording fees and incidentals; all necessary for the CCIA Runway 17 -35 Relocation /Displacement Project E11046 and for other municipal purposes. Attachments: Memo - Airport Avigation Parcel Map.pdf Ownership List Aviqation Easements. 1.2.6.10.11 Aviqation Easements 3 4 5 7 8 9 12 13 14 15 (2) Deeds. 1.2.6.10.11 Deeds 34578912131415 Street closure for "Play in the Park" event for proposed Destination 8. 12 -00422 Motion approving the application for street closure from Destination Bayfront to temporarily close Northbound Shoreline between Furman Avenue and Coopers Alley beginning at 8:00 a.m. and ending at 2:00 p.m. Corpus Christi Page 3 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 for the Play In The Park event to take place on Saturday, June 30, 2012. Attachments: Memo - Play in the Park exhibit - destination - bayfront- 2012 -tcp. pdf DestinationBayfrontPlayintheParkPermits. pdf Second Reading Ordinance - Utility easement closure for development of property located on the east side of Wishbone Court and north of Durant Drive 9. 12 -00414 Ordinance abandoning and vacating a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26, located on the east side of Wishbone Court and north of Durant Drive; and requiring the owners, Raymundo Ramos, Jr., and Rosario G. Ramos, to comply with the specified conditions. Attachments: Agenda Memo - Wooldridge Creek Unit 12 Location Map Ordinance w Exhibits A -C, Wooldridge Creek Unit 12 Second Reading Ordinance adopting Joint Erosion Response Plan 10. 12 -00395 Public Hearing and Ordinance to consider adopting The Joint Erosion Response Plan for Nueces County and the City of Corpus Christi 2012; amending the Code of Ordinances, City of Corpus Christi, Chapter 10, Beachfront Management and Construction, by designating the erosion response building set -back line or erosion set -back line, requiring an erosion response permit for construction seaward of the erosion set -back line, and making other conforming changes to the chapter; adding the City's Erosion Response Plan as an appendix to the City of Corpus Christi, Texas, Dune Protection and Beach Access Regulations; providing for penalties; providing for severance; providing for publication; and providing a delayed effective date. Attachments: Agenda Memo - Erosion Response Plan Executive Summary - Erosion Response Plan.docx Planning Commission Minutes.docx Ordinance - ERP May 25 2012.docx Revised Erosion Response Plan Final Maps 1 -20 J. EXECUTIVE SESSION: (ITEM 11) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting 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 Corpus Christi Page 4 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 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. 11. 12 -00450 Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations with possible discussion and action in open session. K. PUBLIC HEARINGS: (ITEM 12) Ordinance to consider adopting Unified Development Code Text Amendments 12. 12 -00374 Public Hearing and First Reading Ordinance to consider amending the Corpus Christi Unified Development Code (UDC) by revising Table 4.4.2. relating to permitted uses; revising Table 4.4.3.B. relating to density, yards, and height; revising Table 7.2.2.B. relating to the parking requirement for retail sales and service uses; amending conflicting provisions of the City's Comprehensive Plan; repealing conflicting ordinances; providing for severance, penalties, publication and an effective date. Attachments: Agenda Memo - UDC Text Amendments "RM -AT" District Area Map Ordinance for UDC Text Amendments DWBFinal L. REGULAR AGENDA (ITEMS 13 - 24) The following items are motions, resolutions and ordinances that will be considered and voted on individually. Award of construction contract for Oso Bay Park Trail Improvements Phase 1 13. 12 -00378 Motion authorizing the City Manager, or designee, to execute a construction contract with H2O Construction, Inc. of Corpus Christi, Texas in the amount of $638,062.00 for the Oso Bay Park Trail Improvements, Phase 1 Project for the Base Bid. Attachments: Memo - Oso Park Budget - Oso Park Location map - Oso Bay Park Trail Imps.pdf PowerPoint - Oso Park Appropriation of funds and award of construction contract for Corpus Christi Beach arch entrance project 14. 12 -00401 Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 to transfer a total of $425,153.51 in budgeted project savings from the Heritage Park Cultural Center Renovation Project to the North Beach (CC Beach) Entry Development Project; increasing expenditures in the amount of $425,153.51; and declaring an emergency. Corpus Christi Page 5 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 Attachments: Memo - CC Beach Budget - CC Beach Location Map - CC Beach Entry Development.pdf Ordinance - CC Beach 15. 12 -00380 Motion authorizing the City Manager, or designee, to execute a construction contract with Largin Construction Services, LLC. of Corpus Christi, Texas in the amount of $404,960.93 for the Bond 2008 Corpus Christi Beach Entry Development Project (Re -Bid) for the Base Bid. Attachments: Memo - CC Beach Budget - CC Beach Location Map - CC Beach Entry Development Presentation - CC Beach Consultant agreement for competitive assessment of Solid Waste Services 16. 12 -00433 Motion authorizing the City Manager or designee to execute a consultant agreement with SAIC Energy, Environmental & Infrastructure, LLC, of Austin, Texas, to provide a competitive assessment /business case analysis of the Solid Waste Services Department, for an amount not to exceed $93,600. Funding is available in the Solid Waste Services Operations Budget for fiscal year 2011/2012. Attachments: Agenda Memo - Competitive Assessment of Solid Waste Services.docx Evaluation Matrix - Competitive Assessment of Solid Waste Services.xlsx Presentation - Competitive Assessment of Solid Waste Services.pptx Service Agreement - Competitive Assessment of Solid Waste Services.pdf Approval to amend water permit rights at Choke Canyon and Lake Corpus Christi for mining purposes 17. 12 -00331 Resolution granting authority to the City Manager or designee to amend the Choke Canyon and Lake Corpus Christi water right permits. Attachments: Agenda Memorandum amending water right permits.docx Resolution to amend City water right permits.docx Application for Amendment to a water right - Choke Canyon and Lake CC.pdf Refunding of Corpus Christi Business and Job Development Corporation Seawall Bonds Corpus Christi Page 6 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 18. 12 -00413 Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2012 (Seawall Project) "; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. Attachments: Agenda memo - Seawall Parameter June 26, 2012.doc Resolution - CCBJDC.pdf Notice of Intention to issue Airport Certificates of Obligation; appointment of financial advisor; and approval of preliminary official statement 19. 12 -00421 Resolution by the City Council of the City of Corpus Christi, Texas authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. Attachments: Agenda Memo - Airport Notice of Intention June 26 2012.doc Resolution - Airport Notice of Intention.pdf 20. 12 -00423 Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor, for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT). Attachments: Agenda memo - Airport Notice of Intention.doc ExhibitA - Financial Advisor Fee Schedule.pdf 21. 12 -00424 Resolution by the City Council of the City of Corpus Christi, Texas approving the City's preliminary official statement pertaining to the sale of obligations designated as "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) "; complying with the requirements contained in the United States Securities and Exchange Commission's Rule 15c2 -12; and other matters in connection therewith. Attachments: Agenda memo - Airport Notice of Intention.doc Resolution - Airport Notice of Intention.pdf Corpus Christi COs (Airport) POS (June 2012).pdf Corpus Christi Page 7 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 Refunding of Airport Bonds from airport revenue bonds to general improvement bonds 22. 12 -00425 Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding - AMT) and Series 2012B (Airport Refunding - Non -AMT). Attachments: Agenda memo - Airport Refunding June 26, 2012.doc ExhibitA - Financial Advisor Fee Schedule.pdf 23. 12 -00426 Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding - AMT) ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. Attachments: Agenda memo - Airport Refunding June 26, 2012.doc Ordinance- Corpus Christi 2012A.pdf 24. 12 -00427 Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012B (Airport Refunding - Non-AMT)", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form , terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. Attachments: Agenda memo - Airport Refunding June 26, 2012.doc Ordinance - Corpus Christi 2012B.pdf Corpus Christi Page 8 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 M. FIRST READING ORDINANCES: (NONE) N. FUTURE AGENDA ITEMS (ITEMS 25 - 36) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. Service agreement for large diameter sanitary sewer line inspection & cleaning 25. 12 -00408 Motion approving a service agreement for large diameter sanitary sewer line inspection and cleaning with Ace Pipe Cleaning, Inc., of Fort Worth, TX, based on lowest responsible proposal, in accordance with Request for Proposal No. BI- 0136 -12, fora total amount of $1,990,637.50. The term of the agreement is one year with an option to extend for up to two additional one -year periods subject to the approval of the service provider and the city manager or designee. Funds are available in the Wastewater Fund in FY11/12. Attachments: Agenda Memo - Large Sanitary Sewer Line Inspection & Cleaninq.doc Price Sheet - Large Diameter Sanitary Sewer Line Inspection & Cleaninq.pdf Service Agreement - Large Diameter Sanitary Sewer Line Inspection & Cleaninc Amendments to contracts for air quality monitoring services 26. 12 -00403 Resolution authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with Texas A & M University Corpus Christi for the Pollution Partnership Alliance Clean Fleet Program by adding $140,750.00 for cost reimbursements and extending the term through August 31, 2013; authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with the University of North Texas University for Air Quality Monitoring and Modeling by adding $184,750.00 for costs reimbursements and extending the term through August 31, 2013. Attachments: Agenda Memo - Air Quality Amendment 2 TAMUCC & UNT.doc Contracts - TAMUCC & UNT Air Quality Amendment 2.pdf Resolution - Air Quality Interlocal Amendment 2 TAMUCC & UNT.docx Agenda Memo Backup Agreement to install parking lot and access road lighting for the Packery Channel Boat Ramp project 27. 12 -00402 Motion approving a Contribution -In- Aid -Of- Construction Agreement with American Electric Power (AEP) in the amount of $129,813.44, for installation of the Packery Channel Boat Ramp Parking Lot and Access Road Lighting. Corpus Christi Page 9 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 Attachments: Memo - Packery Channel Lighting Packery Channel - Project Budget exhibit - light - Packery - channel. pdf Packery Channel STLT- Design.pdf Packery Channel STLT - CIAC Agreement.pdf Participation agreement to cover the City's cost for street construction related to the future development of subdivision 28. 12 -00393 Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. Attachments: Agenda Memo - King's Point Unit 9 Ordinance - King's Point Unit 9 29. 12 -00392 Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Mostaghasi Investment Trust, Developer of King's Point Unit 9, in the amount of $53,431.46 for the City's portion of the cost of Maximus Drive and Queen Bess Drive abutting the linear park, in accordance with the Unified Development Code. Attachments: Agenda memo - King's Point Unit 9 Participation Agreement - Kings Point Unit 9 Consultant agreement to assist with replacing the City's financial and human resources management software 30. 12 -00434 Motion authorizing the City Manager or his designee to execute a consultant agreement with Plante & Moran, PLLC of Southfield Michigan, for $198,340, to provide Enterprise Resource Planning (ERP) System Consultant services. Attachments: Agenda Memo - Enterprise Resource Planning (ERP) System Consultant.doc Summary Matrix - Enterprise Resource Planning (ERP) System Consultant.pdf Presentation - Enterprise Resource Planning (ERP) System.pptx Consultant Agreement - Enterprise Resource Planning (ERP) System Consultar Appropriation of funds and approval of Type A grant for expansion of boat manufacturing facility 31. 12 -00409 Ordinance appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance Corpus Christi Page 10 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency Attachments: Agenda memo - Malek Boatworks ORDINANCE Majek 5 -31 -12 32. 12 -00410 Resolution approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC "), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs Attachments: Agenda memo - Malek Boatworks RESOLUTION -- Majek Business Incentive Agreement - 5 -31 -12 Business Incentive Agreement - Type A and Majek Project Support Agreement - Majek Boatworks Issuance of new money and refunding of utility system secondary revenue bonds 33. 12 -00435 Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000. Attachments: Agenda memo - Utility Junior Lien July 10 2012 ExhibitA - Financial Advisor Fee Schedule.pdf 34. 12 -00436 Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the Corpus Christi Page 11 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 execution of a paying agent /registrar agreement, an escrow agreement, and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Attachments: Agenda memo - Utility Junior Lien July 10 2012 Corpus Subordinate Lien Utility System.pdf Corpus Christi Page 12 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 FUTURE PUBLIC HEARINGS Change of zoning from residential to residential on property located at 5409 Lipes Blvd. 35. 12 -00397 Case No. 0312 -02: Convent Academy of the Incarnate Word: A change of zoning from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District. The property to be rezoned is described as being 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts. Planning Commission and Staff Recommendation: Denial of the change of zoning to the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract and, in lieu thereof, approval of the "RM -1" Multifamily 1 District on the western fifteen (15) acres and "RS -6" Single - Family 6 District on the remaining eastern 26.32 acres. ORDINANCE Ordinance amending the Unified Development Code (UDC), upon application by Convent Academy of the Incarnate Word, by changing the UDC Zoning Map in reference to the 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. Attachments: Agenda Memo - Convent Academy of Incarnate Word Zoning Report wAttchmts, Convent Academy of Incarn Wd Ordinance w ExhibitsA -C, Convent Academy, RM -1 & RS -6 (revised) Change of zoning from commercial to commercial on property located at 2921 Airline Road 36. 12 -00412 Case No. 0512 -01: Saratoga Airline, LLC: A change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. The property to be rezoned is described as being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2. Planning Commission & Staff Recommendation (May 23, 2012): Approval of the change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. ORDINANCE Ordinance amending the Unified Development Code (UDC), upon application by Saratoga Airline, LLC, by changing the UDC Zoning Map in Corpus Christi Page 13 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 reference to 2.00 acres of land, more or less, out of Brighton Village Unit 2, Block 14, Lot 3 from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. Attachments: Agenda Memo - Saratoga Airline LLC Case 0512 -01 Zoning ReportwAttchmts, Saratoga Airline LLC, 0512 -01 Ordinance w Exhibits A & B, Saratoga Airline LLC, Case 0512 -01 O. UPDATES TO CITY COUNCIL (ITEMS 37 - 39) 37. 12 -00449 Emergency Operations Center (EOC) Preparedness Efforts Attachments: Agenda memo - EOC presentation PowerPoint - Fire Department 38. 12 -00443 Packery Channel Six Pack Project Update Attachments: Agenda memo - Presentation for Packery Channel Spreadsheet - Packery Channel Update Presentation - Packery Channel 6 -pack 39. 12 -00445 FY 2012 -2013 Proposed Capital Budget and Capital Improvement Planning Guide Attachments: Agenda memo - CIP FY 2012 -2013 Proposed Capital Budget.pptx P. SPECIAL BUDGET PRESENTATION (ITEM 40) 40. 12 -00439 Proposed FY 2012 -2013 Operating Budget for Enterprise Funds and Debt Service Funds. Attachments: Agenda Memo Enterprise Funds & Debt Service Funds Enterprise Funds and Debt Service Funds 06.26.12 FINAL Q. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 4:00 P.M., OR AT THE END OF THE COUNCIL MEETING, WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. IF YOU PLAN TO ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORM AT THE REAR OF THE COUNCIL CHAMBER, GIVING YOUR NAME, ADDRESS AND TOPIC. (A 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.) Corpus Christi Page 14 Printed on 6/25/2012 City Council Meeting Agenda - Final June 26, 2012 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. 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. R. CITY MANAGER'S COMMENTS: Update on City Operations S. ADJOURNMENT Corpus Christi Page 15 Printed on 6/25/2012 Corpus Christi Meeting Minutes - Draft City Council 1201 Leopard St Corpus Christi, TX 78401 CCtexas.com Tuesday, June 19, 2012 12:00 PM Council Chambers A. Call meeting to order. Mayor Adame called the meeting to order. B. Invocation. The invocation was delivered by Reverend Arthur L. Lane, St. Matthew Missionary Baptist Church. C. Pledge of Allegiance. The Pledge of Allegiance was led by Council Member Larry Elizondo. D. Roll call. City Secretary Chapa verified that the necessary quorum of the Council and the required Charter Officers, City Manager Ron Olson, City Attorney Carlos Valdez and City Secretary Armando Chapa were present to conduct the meeting. Present: 9 - Mayor Joe Adame,Council Member Chris Adler,Council Member Kelley AIIen,Council Member Larry Elizondo,Council Member Priscilla LeabCouncil Member David Loeb,Council Member John Marez,Council Member Nelda Martinez, and Council Member Mark Scott E. Proclamations / Commendations 1. F. MINUTES: Mayor Adame read the following Proclamations: Proclamation declaring Summer 2012 as "2012 Bay Jammin Series" Proclamation declaring June 24, 2012 as "Ms. Coastal Bend Senior Pageant Day" Certificate of Commendation Presentation to Mr. Fred Morris - Most Valuable Citizen for Community Pride 2. Approval of Meeting Minutes - June 12, 2012. A motion was made by Council Member Elizondo, seconded by Council Member Leal to approve the minutes as presented and passed with the following vote: Adame, Adler, Allen, Elizondo, Leal, Loeb, Marez, Martinez, and Scott, voting "Aye ". Corpus Christi Page 1 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 G. BOARDS & COMMITTEE APPOINTMENTS: 3. Advisory Committee on Community Pride Civil Service Commission Civil Service Board Corpus Christi Regional Transportation Authority Ethics Commission Human Relations Commission The following board and commission appointments were approved: Advisory Committee on Community Pride: Bob Copes, New Appointment Civil Service Commission: Susanne Bonilla, Reappointed Civil Service Board: Susanne Bonilla, Reappointed Corpus Christi Regional Transportation Authority: Vangie Chapa, Tony Elizondo, Mary J. Saenz - Reappointed (Council Member Elizondo abstained); George Clower and Thomas Dreyer, New Appointment Ethics Commission - Karon Connelly and Coretta Graham, New Appointment Human Relations Commission: Toni Cole Davis, Edna Arredondo - Reappointed; William Kramer, Justin Cortez (Youth), Grace Roberson (Youth), Eleni Salazar (Youth), New Appointment I. CONSENT AGENDA 4. Mayor Adame called for consideration of the Consent Agenda, Items 4 through 19. Council Members requested that Item No. 13 be pulled for individual consideration and voted on separately. There were no comments and the remaining items were approved by one vote. Purchase of replacement vehicles for various City departments Motion approving the lease purchase of one (1) pickup truck and the purchase of eleven (11) pickup trucks and one (1) heavy duty truck in the amount of $314,850.27 of which $292,947.52 is required for FY 2011/2012. The vehicles are awarded to the following companies for the following amounts in accordance with Bid Invitation No. BI- 0044 -12, based on low bid and the Cooperative Purchasing Agreement with the Texas Local Government Cooperative. All thirteen (13) vehicles are replacement units to the fleet. These vehicles will be used by Parks and Recreation, Street, Gas, Water, and Storm Water Departments. Funding for the purchase of these vehicles is available in the Capital Outlay Budget of the Maintenance Services Fund and the Operations Budgets of Park and Recreation, Street and Water Departments. Financing for the lease purchase of the pickup truck will be provided through the City's lease /purchase financing contractor. Champion Ford Caldwell Country Ford Corpus Christi, TX Caldwell, TX Philpott Motors Nederland, TX Corpus Christi Page 2 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 5. 6. Items: 1, 2, 4 -7 $209,275 Item: 3 $21,644 Grand Total: $314,850.27 Item 8 $83,931.27 The foregoing motion was passed and aprpoved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -108 Service agreement for video inspection of wastewater lines Motion approving a service agreement with Video Plumbing, Inc., Corpus Christi, Texas for closed circuit television pipeline inspection services in accordance with Bid Invitation No. BI- 0159 -12 based on only bid for an estimated annual expenditure of $502,933 of which $83,822.18 is required for the remainder of FY 2011 -2012. The term of the agreement shall be for twelve months with option to extend for up to two additional twelve months periods, subject to the approval of the supplier and the City Manager or his designee. Funds are budgeted in the Wastewater Department Operational Budget in FY 2011 -2012 and have been requested for FY 2012 -2013. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -109 Acceptance of State grant amendment and appropriation of funds for tuberculosis prevention program Resolution authorizing the City Manager or his designee to accept a grant amendment in the amount of $7,047 from the Texas Department of State Health Services for the Tuberculosis Program and execute all related documents; and ratifying acceptance of the grant amendment to be effective March 26, 2012. The foregoing resolution was passed and approved with the following vote: Aye: 9 - MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Corpus Christi Page 3 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 7. 8. 9. Abstained: 0 Enactment No: 029522 Ordinance appropriating a grant amendment in the amount of $7,047 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund for the Tuberculosis Program; and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and aprpoved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029523 Acceptance of State grant amendment and appropriation of funds to support laboratory services for public health emergencies Resolution authorizing the City Manager or designee to accept a grant amendment in the amount of $15,744 from the Texas Department of State HealthServices for the Laboratory Response Network Public Health Preparedness Program, extending the grant until August 31, 2012, and to execute all related documents. The foregoing resolution was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029524 Ordinance appropriating a grant amendment in the amount of $15,744 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund for the Laboratory Response Network Public Health Emergency Preparedness Program; and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and aprpoved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029525 Corpus Christi Page 4 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 Acceptance of State grant, appropriation of funds, and interlocal agreement with CCISD to support Summer Food Program 10. Resolution authorizing the City Manager or his designee to execute all documents necessary to accept the Summer Food Service Program Grant in the amount of $250,000 from the Texas Department of Agriculture to operate a Summer Food Service Program for summer recreation program participants ages one to eighteen years. 11. The foregoing resolution was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029526 Ordinance appropriating a $250,000 grant from the Texas Department of Agriculture in the No. 1067 Parks and Recreation grant fund to operate a summer food service program for summer recreation participants ages one to eighteen years; and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029527 12. Resolution authorizing the City Manager or designee to execute an Interlocal Cooperation Agreement with Corpus Christi Independent School District to provide summer food services for summer recreation. The foregoing resolution was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029528 Lease renewal for use of building at 821 Louisiana Parkway by CC Model Railroad Club 13. Ordinance authorizing the City Manager, or designee, to execute lease agreement with the Corpus Christi Model Railroad Club for use of the Corpus Christi Page 5 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 building at 821 Louisiana Parkway and adjacent grounds for three years; and declaration of emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029529 Geotechnical service agreements for groundwater monitoring of City landfills 14. Motion authorizing the City Manager, or designee, to execute a geotechnical services agreement with Kleinfelder of Corpus Christi, Texas in the amount of $89,500 for the J. C. Elliott Landfill Groundwater Monitoring FY 2012 -2013. The foregoing motion was passed and approved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -110 15. Motion authorizing the City Manager, or designee, to execute a geotechnical services agreement with Kleinfelder of Corpus Christi, Texas in the amount of $108,100 for the Cefe Valenzuela Landfill Groundwater Monitoring FY 2012 -2013. The foregoing motion was passed and approved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -111 Award of contract to install and replace fencing at the Universal Little League fields located at Manuel Q. Salinas Park 16. Motion authorizing the City Manager, or designee, to execute a Job Order Contract with Barcom Commercial, Inc. of Corpus Christi, Texas in the amount of $124,771.46 for fencing at the Universal Little League fields. (Bond Issue 2008) The foregoing motion was passed and approved with the following vote: Corpus Christi Page 6 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -112 Second Reading Ordinance - Approval of FY 2013 Annual Audit Plan 17. Ordinance to approve the Fiscal Year 2013 Annual Audit Plan. The foregoing ordinance was passed and approved on second reading with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029530 Second Reading Ordinance - Appropriation of library donations 18. Ordinance authorizing the City Manager to accept and appropriate in the Library Grants Fund No. 1068 the following donations for the following purposes: $8,155.81 from the Neyland Estate for the Neyland Library; $10,000 from the Fredric W. M. Germaine Estate for purchase of investment publications; and $450.00 from the American Library Association for the Vision of the Universe program. The foregoing ordinance was passed and approved on second reading with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029531 Second Reading Ordinance - To promote use of local businesses in procurement process 19. Ordinance adding Section 26, Hire Corpus Christi First, to Part II Council Policies, of the Corpus Christi Code of Ordinances, relating to local contracting preferences; providing for penalty. The foregoing ordinance was passed and approved on second reading with the following vote: Corpus Christi Page 7 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 Aye: 9 - Abstained: 0 Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: 029532 J. EXECUTIVE SESSIONS (ITEMS 20 - 22): Mayor Adame read Executive Sessions 20, 21 and 22. The Council went into executive session. The Council returned from executive session. Mayor Adame announced that no action would be taken the these items. 20. Executive session pursuant to Texas Government Code Section 551.071 to consult with attorneys regarding contemplated litigation related to the city wastewater treatment plants, with possible discussion and action in open session. Executive session was discussed. 21. Executive session pursuant to Section 551.071(2) of the Texas Government Code to consult with attorneys on a matter involving the adoption of a land use study in which the duty of the attorneys representing the city under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code. Executive session was discussed. 22. Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations with possible discussion and action in open session. Executive session was discussed. K. PUBLIC HEARINGS: First Reading Ordinance to consider Joint Erosion Response Plan Mayor Adame referred to Item No. 23. Bob Payne, Development Services stated that the Joint Erosion Response Plan addresses two primary areas: protection of the beach and dune system, and enhancement of public beach access. He added that the purpose of the Erosion Response Plan is to satisfy requirements of the Texas Natural Resources Code. A motion was made by Council Member Elizondo, seconded by Council Member Martinez to open the public hearing and passed. Mayor Adame asked for comments from the audience. Mr. Cliff Schlabach and Carolyn Moon spoke in support of the plan. A motion was made by Council Member Martinez, seconded by Council Member Scott to close the public hearing. 23. Second Reading Ordinance - Adopting The Joint Erosion Response Plan Corpus Christi Page 8 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 for Nueces County and the City of Corpus Christi 2012; amending the Code of Ordinances, City of Corpus Christi, Chapter 10, Beachfront Management and Construction, by designating the erosion response building set -back line or erosion set -back line, requiring an erosion response permit for construction seaward of the erosion set -back line, and making other conforming changes to the chapter; adding the City's Erosion Response Plan as an appendix to the City of Corpus Christi, Texas, Dune Protection and Beach Access Regulations; providing for penalties; providing for severance; providing for publication; and providing a delayed effective date. (1st Reading - 6/19/12) The foregoing motion was passed and approved on first reading with the following vote: Aye: 8- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Absent: 1 - Council Member Elizondo Abstained: 0 L. REGULAR AGENDA Award of professional services contract to upgrade disinfection system for wastewater treatment plant Mayor Adame referred to Item No. 24. Dan Biles, Interim Director of Engineering stated that this item relates to a disinfection system upgrade for Whitecap Wastewater Treatment Plant. Mayor Adame asked for comments from the audience. Carolyn Moon spoke about the disinfection system. 24. Motion authorizing the City Manager, or designee, to execute a Contract for Professional Services contract with Freese and Nichols of Corpus Christi, Texas in the amount of $249,352.00 for the Whitecap Wastewater Treatment Plant Ultra - Violet (UV) Disinfection System Upgrade. The foregoing motion was passed and approved with the following vote: Aye: 8- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Absent: 1 - Council Member Elizondo Abstained: 0 Enactment No: M2012 -113 Reimbursement resolution for expenditure of funds for airport system Mayor Adame referred to Item No. 25. Constance Sanchez, Director of Finance stated that this item relates to Airport System Improvements. Mayor Adame asked for comments from the audience. There were no comments. Corpus Christi Page 9 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 25. Resolution relating to establishing the City's intention to reimburse itself in an amount not to exceed $6,000,000 for the prior lawful expenditure of funds from the proceeds of obligations to be issued by the City for authorized purposes relating to constructing improvements to the City's Airport System; authorizing matters incident and related thereto; and providing an effective date. The foregoing resolution was passed and approved with the following vote: Aye: 8- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Absent: 1 - Council Member Elizondo Abstained: 0 Enactment No: 029533 Deferment Agreement, Grid Main Extension Construction and Reimbursement Agreement, and appropriation of funds for development of FedEx freight facility Mayor Adame referred to Item Nos. 26, 27 and 28. Mark Van Vleck, Interim Director of Development Services stated that these items relate to platting development of the Blue Chip Industrial Tracts Subdivision, located south of Highway 44. Mayor Adame asked for comments from the audience. There were no comments. 26. Motion authorizing the City Manager to execute a Deferment Agreement with Hunter CC I, LP, (Developer), in the amount of $304,517.68 for public improvements for Hunter CC I, LP located south of Hwy. 44 (Agnes St.) on S. Navigation Blvd. in accordance with the Unified Development Code Section 8.1.10, contingent upon receipt of a Letter of Credit approved by the City. The foregoing motion was passed and approved with the following vote: Aye: 9- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -114 27. Ordinance appropriating $80,887.47 from the No. 4030 Water Arterial Transmission & Grid Main Trust Fund to reimburse Hunter CC I, LP, for the extension of a 12 -inch grid main line, including all related appurtenances for development of Blue Chip Industrial Tracts Subdivision, Block 1, Lot 4, as specified in the Water Grid Main Line Extension Construction and Reimbursement Agreement and declaring an Corpus Christi Page 10 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029534 28. Motion approving the Grid Main Extension Construction and Reimbursement Agreement submitted by Hunter CC I, LP, owner and developer of Blue Chip Industrial Tracts Subdivision, Block 1, Lot 4, located south of Hwy. 44 (Agnes St.) on S. Navigation Blvd. for the extension of a 12 inch Grid Main line, including all related appurtenances. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -115 Approval of FY 2013 Crime Control and Prevention District Budget Mayor Adame referred to Item No. 29. Pat Eldridge, Police Department stated that this Resolution is approving the FY 2012 -2013 budget for the Crime Control and Prevention District. Mayor Adame asked for comments from the audience. There were no comments. 29. Resolution approving the FY 2012/2013 budget for the Corpus Christi Crime Control and Prevention District. The foregoing resolution was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 029535 M. FIRST READING ORDINANCES City Manager Olson announced that Item No. 30 was being withdrawn from the agenda. Utility easement closure to develop property located north of State Hwy 44 and west of N. Padre Island Drive Corpus Christi Page 11 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 30. Ordinance abandoning and vacating a 10,079.02- square -foot portion of a 15- foot -wide utility easement out of Airport Industrial Subdivision, Block 6, Lot 1A, and Airport Industrial Subdivision, Block 4, Lot 3, located north of State Highway 44 and west of North Padre Island Drive (State Highway 358); and requiring the owner, Weatherford U.S., L.P., to comply with the specified conditions. This item was withdrawn. Utility easement closure for development of property located on the east side of Wishbone Court and north of Durant Drive Mayor Adame referred to Item No. 31. Mark Van Vleck, Interim Director of Development Services stated that this item relates to abandoning and vacating of a utility easement out of Wooldridge Creek Unit 12. Mayor Adame asked for comments from the audience. There were no comments. 31. Ordinance abandoning and vacating a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26, located on the east side of Wishbone Court and north of Durant Drive; and requiring the owners, Raymundo Ramos, Jr., and Rosario G. Ramos, to comply with the specified conditions. The foregoing ordinance was passed and approved on first reading with the following vote: Aye: 9- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: 00000 N. FUTURE AGENDA ITEMS AND UPDATES TO CITY COUNCIL (ITEMS 32 - 50) Mayor Adame referred to the Future Agenda section, Items 32 through 49. Mayor Adame stated that these items are for informational purposes only and that no action or public comment would be taken at this time. Council Members pulled Item Numbers 34 and 36, and staff provided presentations on Item Numbers 38, 39, 40, and 42 through 49. Professional services agreement for Local Health Authority services 32. Resolution authorizing the City Manager or designee to execute an agreement with Dr. William Burgin, Jr., to serve as the Local Health Authority for Public Health District. This Resolution was recommended by staff to the Consent Agenda. Professional services agreement for Alternate Local Health Authority services Corpus Christi Page 12 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 33. Resolution authorizing the City Manager or designee to execute an agreement with Dr. Colette Simon to serve as the Alternate Local Health Authority for the Public Health District. This Resolution was recommended by staff to the Consent Agenda. Codifier to create a new section number in Code of Ordinances 34. Resolution authorizing codifier to create a new section number. This Resolution was recommended by staff to the Consent Agenda. Renewal of lease agreement with Aeronautical Radio, Inc. for space at airport 35. Ordinance authorizing the City Manager, or designee, to execute an agreement with Aeronautical Radio, Inc. (ARINC) to lease space containing approximately twenty (20) square feet located in the lower level of the Corpus Christi International Airport (Airport) terminal for the maintenance and operation of aeronautical Communication equipment providing air /ground data communications to aircraft on the ground and en route within 200 nautical miles from Corpus Christi in consideration of payment of an annual rate per square foot of $51.38 for fiscal year 2011 -2012, $52.15 for fiscal year 2012 -2013 and $52.94 for fiscal year 2013 -2014, adjusted annually thereafter based on the current Terminal Rental Rate for future fiscal years, payable monthly for a term of five (5) years; and declaring an emergency. This Emergency Ordinance was recommended by staff to the Consent Agenda. Approval to amend water permit rights at Choke Canyon and Lake Corpus Christi for mining purposes 36. Resolution granting authority to the City Manager or designee to amend the Choke Canyon and Lake Corpus Christi water right permits. This Resolution was recommended by staff to the Consent Agenda. Approval of avigation easement instruments and special warranty deeds related to property acquistion for airport runway project 37. Motion authorizing the City Manager or designee to execute an Avigation Easement referred to as Parcel 3 and Special Warranty Deeds referred to as Parcels 3A and 3B, out of Lots 1 and 2, V.M. Donigan Partition,located north of the Corpus Christi International Airport (CCIA) and State Highway 44; from Mary Frances Wilson Burson and fourteen other undivided fee owners; for a total expenditure of $54,000 which includes $52,000 for the avigation easement and land, with additional Corpus Christi Page 13 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 expense of $2,000 for title policies, recording fees and incidentals; all necessary for the CCIA Runway 17 -35 Relocation /Displacement Project E11046 and for other municipal purposes. This Motion was recommended to consent agenda Award of construction contract for Oso Bay Park Trail Improvements Phase 1 38. Motion authorizing the City Manager, or designee, to execute a construction contract with H2O Construction, Inc. of Corpus Christi, Texas in the amount of $638,062.00 for the Oso Bay Park Trail Improvements, Phase 1 Project for the Base Bid. This Motion was recommended by staff to the Regular Agenda. Appropriation of funds and award of construction contract for Corpus Christi Beach arch entrance project 39. Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 to transfer a total of $425,153.51 in budgeted project savings from the Heritage Park Cultural Center Renovation Project to the North Beach (CC Beach) Entry Development Project; increasing expenditures in the amount of $425,153.51; and declaring an emergency. This Ordinance was recommended by staff to the Regular Agenda. 40. Motion authorizing the City Manager, or designee, to execute a construction contract with Largin Construction Services, LLC. of Corpus Christi, Texas in the amount of $404,960.93 for the Bond 2008 Corpus Christi Beach Entry Development Project (Re -Bid) for the Base Bid. This Motion was recommended by staff to the Regular Agenda. Street closure for "Play in the Park" event for proposed Destination Bayfront project 41. Motion approving the application for street closure from Destination Bayfront to temporarily close Northbound Shoreline between Furman Avenue and Coopers Alley beginning at 8:00 a.m. and ending at 2:00 p.m. for the Play In The Park event to take place on Saturday, June 30, 2012. This Motion was recommended by staff to the Consent Agenda. Consultant agreement for competitive assessment of Solid Waste Services 42. Motion authorizing the City Manager or designee to execute a consultant agreement with SAIC Energy, Environmental & Infrastructure, LLC, of Corpus Christi Page 14 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 Austin, Texas, to provide a competitive assessment/business case analysis of the Solid Waste Services Department, for an amount not to exceed $93,600. Funding is available in the Solid Waste Services Operations Budget for fiscal year 2011/2012. This Motion was recommended by staff to the Regular Agenda. Refunding of Corpus Christi Business and Job Development Corporation Seawall Bonds 43. Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2012 (Seawall Project) "; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. This Resolution was recommended by staff to the Regular Agenda. Notice of Intention to issue Airport Certificates of Obligation; appointment of financial advisor; and approval of preliminary official statement 44. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor, for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT). This Motion was recommended by staff to the Regular Agenda. 45. Resolution by the City Council of the City of Corpus Christi, Texas authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. This Resolution was recommended by staff to the Regular Agenda. 46. Resolution by the City Council of the City of Corpus Christi, Texas approving the City's preliminary official statement pertaining to the sale of obligations designated as "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) "; complying with the requirements contained in the United States Securities and Exchange Commission's Rule 15c2 -12; and other matters in connection therewith. This Resolution was recommended by staff to the Regular Agenda. Refunding of Airport Bonds from airport revenue bonds to general improvement bonds Corpus Christi Page 15 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 47. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding - AMT) and Series 2012B (Airport Refunding - Non -AMT). This Motion was recommended by staff to the Regular Agenda. 48. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding - AMT)", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. This Ordinance was recommended by staff to the Regular Agenda. 49. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012B (Airport Refunding - Non-AMT)", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. This Ordinance was recommended by staff to the Regular Agenda. UPDATE TO CITY COUNCIL 50. Proposed Schedule for Bond 2012 MayorAdame referred to Item No. 50, Proposed Schedule for Bond 2012. Oscar Martinez, Assistant City Manager provided a brief overview of the Bond Corpus Christi Page 16 Printed on 6/21/2012 City Council Meeting Minutes - Draft June 19, 2012 2012 Program and discussed the timeline and the preliminary propositions. O. SPECIAL BUDGET PRESENTATION (ITEM 51) 51. Proposed FY 2012 -2013 Operating Budget - Internal Service Funds and Special Revenue Funds Summary MayorAdame referred to Item No. 51, Proposed FY 2012 -2013 Operating Budget - Internal Service and Special Revenue Funds. Margie Rose, Assistant City Manager first provided an overview of the Special Revenue Funds and discussed the mission, pinnacle issues for FY 2013, major accomplishments for FY2012, employees, revenue sources, total expenditures, and summary of fund balances. MayorAdame deviated from the agenda and referred to the Public Comment period scheduled for 4:00 pm. MayorAdame returned to Item No. 51. Ms. Rose continued her presentation on the Internal Service Fund and discussed the projected change in fund balance and decision packages for FY 2013. Ms. Rose then provided a presentation on the Special Revenue Fund and discussed the mission, number of employees, revenue sources, total expenditures, summary of fund balances, and projected change in fund balance. P. Public Comment. MayorAdame called for comments from the audience. Dr. Gloria Scott presented awards to Mayor Joe Adame and Council Member Larry Elizondo related to the Solomon Coles Award; Abel Alonzo thanked the Council for their support regarding the Regional Transportation Authority appointment made earlier in the meeting; Carolyn Moon spoke about the Stormwater Plan. Q. CITY MANAGER'S COMMENTS: City Manager Olson announed that Dan Biles has been appointed as Director of Engineering, and recognized Tom Taglibue, the new Director of Intergovernmental Relations. * Update on City Operations R. ADJOURNMENT There being no further business to come before the council, Mayor Adame adjouned the meeting at 4:40 p.m. Corpus Christi Page 17 Printed on 6/21/2012 AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: TO: April 10, 2012 Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health 361- 826 -7203 Annetter@cctexas.com Professional Services agreement with Local Health Authority CAPTION: Resolution authorizing the City Manager or his designee to execute an agreement with Dr. William Burgin, Jr., to serve as the Local Health Authority for the Public Health District. PURPOSE: The Health District engages Dr. Burgin to provide professional services for the Health District in the capacity of the Health District's appointed local health authority. BACKGROUND AND FINDINGS: Dr. Burgin has served as the City's local health authority since 2004. ALTERNATIVES: Execute an agreement with another Local Health Authority OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required to execute agreement EMERGENCY / NON - EMERGENCY: Non - emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $96,911.90 $96,911.90 Encumbered / Expended Amount (6/12/2012) $90,419.86 $90,419.86 This item $4,166.66 70,833.39 $75,000.05 BALANCE $2,325.38 $ Fund(s):1020 Comments: County is responsible for payment of 50% of contract. RECOMMENDATION: Staff recommends approval of this resolution LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Resolution authorizing the City Manager or his designee to execute an agreement with Dr. William Burgin, Jr., to serve as the Local Health Authority for the Public Health District. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or his designee is authorized to execute an agreement with Dr. William Burgin, Jr., to serve as the Local Health Authority for the Corpus Christi - Nueces County Public Health District. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor 0003_2_Resolution - Burgin Health Authority Agmt Page 1 of 2 Corpus Christi, Texas day of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0003_2_Resolution - Burgin Health Authority Agmt Page 2 of 2 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, NUECES COUNTY, AND HEALTH AUTHORITY THE STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES Section 1. Parties. This professional services agreement ( "Agreement ") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ( "City "), acting through its City Manager or the City Manager's designee ( "City Manager "), Nueces County ( "County "), a political subdivision of the State of Texas, acting through its County Judge or the County Judge's designee ( "County Judge "), and Dr. William W. Burgin, Jr., M. D., a licensed medical doctor of the State of Texas, in his/her individual capacity ( "Dr. Burgin "). For the purposes set out in this document, the City and County, acting as an or- ganized local public health district pursuant to an existing cooperative agreement between the parties, may collectively be referred to as the "Health District" in this Agreement. Section 2. Engagement. The Health District engages Dr. Burgin to provide professional services for the Health District in the capacity of the Health District's appointed local health authority ( "Health Authority "), as the specific term and duties are defined under State law. Section 3. Contract Administrator. This Agreement will be administered by the City on behalf of the purposes of the Health District. Section 4. Term. Following appointment by the Health District's governing bodies and execution by the last party, the term of this Agreement commences with the date of the appointment and terminates under the provisions of Section 19 of this Agreement. Section 5. Services. In consideration of payment to be made for services rendered, Dr. Burgin agrees to provide professional services including, but not limited to, serving as the Medical Director , serving as the Local Health Authority, and performing the duties specified in Chapter 121 of the Texas Health and Safety Code for the Health District, whose main facility is located at 1702 Horne Road, Corpus Christi, Nueces County, Texas, and to the subdivisions of the City and County's Health Departments, such as Vital Statistics, Animal Control, and Vector Control, which are physically located elsewhere within the jurisdictional limits of Nueces County ( "Services "). In the event that Dr. Burgin provides specific program - related professional duties to the District's infectious diseases program or other clinical programs, Dr. Burgin shall be paid separately in accordance with the relevant State or federal program grant. Dr. Burgin will notify the Health District's Director each time authority is transferred and the expected duration of the transfer. Section 6. Emergency Operations Center. In the event of a weather, biological, or health emergency, or other public emergency, Dr. Burgin additionally agrees to provide Services upon activation of operations by the Emergency Operations Center ( "EOC "), which is located in the Frost Bank Building on Leopard Street, Corpus Christi, Texas. Dr. Burgin shall report to the EOC upon the request of the City or County EOC Director ( "Director ") and will remain on duty until released by the Director. Section 7. Relationship of the Parties. (A) Dr. Burgin will perform all Services as an independent contractor and will furnish the Services in his/her own manner and method. Under no circumstances or conditions will Dr. Burgin be considered an employee of the City or County or the District for any purpose or reason. Dr. Burgin may only act as an agent of the Health District in the capacity of a medical director and local Health Authority under State law. (B) Dr. Burgin acknowledges that he/she is competent, capable, qualified, and duly licensed by the State of Texas to perform the Services specified under this Agreement. Dr. Burgin shall be responsible for selecting a doctor that meets the requirements specified in this Agreement, subject to the approval of and appointment by the City and County, to serve as Dr. Burgin's alternate in the event of Dr. Burgin's absence, incapacitation, or inability to serve under the terms of this Agreement and Chapter 121 of the Texas Health and Safety Code. Section 8. Fee /Compensation for Services. (A) In consideration of Dr. Burgin's faithful performance of this Agreement and as full compensation for Services performed pursuant to this Agreement, the Health District shall pay Dr. Burgin a monthly amount of $8,333.33 to be remitted on a monthly basis following the delivery of Services. (B) Dr. Burgin acknowledges and agrees that he /she is personally responsible for the payment of all federal, State, and local taxes and fees, of any nature whatsoever, accruing or that may derive from the receipt of compensation, by Dr. Burgin, under this Agreement. Section 9. Insurance Required. (A) Before the performance required under this Agreement can begin, Dr. Burgin shall deliver copies of all Certificates of Insurance ( "Certificates ") required by Exhibit A, which is attached to this Agreement and incorporated in this Agreement by reference, as proof that the required insurance coverage provisions of this Agreement have been satisfied. Copies of the Certificates must be submitted to the City's Risk Manager ( "Risk Manager ") and to the City Manager. Dr. Burgin must maintain in good standing and keep in force all insurance coverages required under this Agreement for the term of this Agreement. (B) The Certificates must state, in writing on the face of each document, that the Risk Manager shall be given at least 30 days written notice of cancellation, any material change, or in -tent not to renew any of the policies required under this Agreement, by certified mail. Additionally, the City of Corpus Christi and Nueces County must be named as separate additional insureds for liability arising from Dr. Burgin's provision of Services under this Agreement. (C) If the insurance company or companies utilized by Dr. Burgin elects to use the standard ACORD form, the cancellation clause located on the bottom right of each ACORD form must Health Authority Comp Agmt vFinal 20120127 Page 2 of 9 be amended by adding the wording "materially changed or" between "be" and "canceled," deleting the words "endeavor to," and deleting the wording after "left." In lieu of modification of an ACORD form, separate endorsements addressing the same substantive requirements, as stated in this section and Exhibit A, are mandatory on the ACORD form. (D) Dr. Burgin must provide workers' compensation coverage through a licensed insurance company or through self- insurance obtained in accordance with Texas law. Section 10. Indemnification. To the extent allowed by Texas law, Dr. Burgin ( "Indemnitor ") will indemnify and hold harmless the City, the County, and their respective officers, employees, representatives, and agents ( "Indemnitees ") from and against any and all liability, damages, loss, claims, demands, suits, and causes of action of every nature whatsoever asserted against or recovered from the Indem- nitees, or any of them individually, on account of personal injuries (including, without limitation on the foregoing, workers' compensation, premises defects, and death claims), property loss or damage, or any other kind of damage, including dishonest, fraudulent, negligent, or criminal acts of the lndemnitor or any of his /her employees, representatives, or agents, acting alone or in collusion with others, and including all expenses of litigation, court costs, and attorneys' fees which arise, or are claimed to arise, out of or in connection with the services provided by the lndemnitor pursuant to this Agreement, regardless of whether such injuries, death, or damages are caused or claimed to be caused by the concurrent or contributory negligence of the lndemnitees, or any of them individually. The lndemnitor covenants and agrees that, if the lndemnitees, or any of them individually, are made a party to any litigation against the lndemnitor or, in any litigation commenced by any party other than the lndemnitor, relating to this Agreement, the lndemnitor, shall, upon receipt of reasonable notice regarding the commencement of any litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend the Indemnitees collectively or each separately, in all actions based thereon with counsel satisfactory to the lndemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, demand, claim, or action. Section 11. Nondiscrimination. Dr. Burgin shall not discriminate nor permit discrimination against any person or group of persons, as to employment or in the performance of Services under this Agreement, on the grounds of race, religion, national origin, sex, disability, or age, Health Authority Comp Agmt vFinal 20120127 Page 3 of 9 or in any manner prohibited by the laws of the United States or the State of Texas. The City and County each retains the right to take such action as the United States may direct to en- • force this non - discrimination covenant. Section 12. Compliance with. Laws. Dr. Burgin must comply with all applicable federal, State, and local government laws, rules, regulations, and ordinances, which may be applicable to the Services to be rendered under this Agreement and to his/her performance under this Agreement. Section 13. Notices. (A) All notices, demands, requests, or replies provided for or permitted, under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by de- posit with an overnight express delivery service, for which service has been prepaid; or, (5) by fax transmission. (B) 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 United States Postal Service. Notice by telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax will be deemed effective upon trans- mission with proof of delivery to the receiving party. All such communications must only be made to the following: IF TO THE HEALTH DISTRICT: City of Corpus Christi Attn: City Manager P. O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 880 -3220 Office (361) 880 -3839 Fax With a copy to: Nueces County Attn: County Judge 901 Leopard St., Rm. 303 Corpus Christi, TX 78401 (361) 888 -0444 Office (361) 888 -0445 Fax IF TO DR. BURGIN: Dr. William W. Burgin, Jr. Physician's Plaza West 2601 Hospital Blvd., Suite 117 Corpus Christi, TX 78405 (361) 884 -8209 Office (361) 882 -6649 Fax (C) Either party may change the address to which notice is sent by using a method set out above in this section. Dr. Burgin must notify the Health District of an address or phone number change within 10 days after the address or number is changed. Section 14. Amendments. No alterations, changes, or modifications to the terms of this Agreement nor the waiver of any provision will be valid unless made in writing and signed by Health Authority Comp Agmt vFir►al 20120127 Page 4 of 9 all parties to this Agreement by a person authorized to sign agreements on behalf of each party. With respect the Health District, the parties authorized to sign are as stated in the parties' cooperative agreement. Section 15. Waiver. (A) The failure of any party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Agreement. (B) No waiver of any covenant or condition or of the breach of any covenant or condition of this Agreement by any party at any time, express or implied, will be taken to constitute a waiver of any subsequent breach of the covenant or condition nor will justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition of this Agreement. (C) If any action by Dr. Burgin requires the consent or approval of the Health District on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same or any other action at any other occasion. (D) Any waiver or indulgence of Dr. Burgin's default of any provision of this Agreement will not be considered an estoppel against the Health District. It is expressly understood that, if at any time Dr. Burgin is in default of any of the conditions or covenants of this Agreement, the failure on the part of the Health District to promptly avail itself of any rights and remedies which the Health District may have will not be considered a waiver on the part of the Health District, but the Health District may at any time avail itself of said rights or remedies or elect to terminate this Agreement on account of said default. (E) The rights and remedies in this section are cumulative and are in addition to any other rights and remedies provided by law. Section 16. Budgetary Appropriations. Dr. Burgin understands and acknowledges that the continuation of this Agreement after the close of any fiscal year of the City or County, which fiscal year ends on July 31 and September 30, respectively, of each year, is subject to sufficient appropriations and budget approval providing for or covering this Agreement as an expenditure in the City's and County's budgets. Neither the City nor the County represents to Dr. Burgin that said budget item will be actually adopted, the determination as to appropri- ations and expenses being within the sole discretion of the City's and County's governing bodies at the time of adoption of their respective budgets. If revenue funds are not appro- priated by the City and County for any individual fiscal year following the execution of this Agreement, the Health District reserves the right to terminate this Agreement without penalty. Section 17. Force Majeure. No party to this Agreement will be liable for failures or delays in performance due to any cause beyond their control including, but not limited to, any failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The rights and obligations of the parties will be temporarily suspended during this period to the extent performance is reasonably affected. Health Authority Comp Agmt vFinal 20120127 Page 5 of 9 Section 18. Assignment and Transfer of Agreement. This Agreement may not be, in whole or in part, assigned or transferred, directly or indirectly, by Dr. Burgin without the prior written consent of the Health District. Subject to the foregoing, this Agreement shall be binding upon the Health District and Dr. Burgin and each of their respective successors and assigns. Section 19. Termination of Agreement. (A) This Agreement terminates upon the earlier of the following: (1) The termination date specified in a written notice sent to Dr. Burgin from the Health District; (2) Lack of budgetary appropriations by the City or County, as specified in Section 16; (3) Expiration of the appointment of Dr. Burgin to act as the local Health Authority; or (4) By mutual consent of the parties to this Agreement. (B) In the event of a termination of this Agreement, any unpaid compensation due by the Health District to Dr, Burgin for Services performed up to the effective date of termination will be paid to Dr. Burgin within 10 days of the effective termination date. (C) The parties acknowledge and agree that this Agreement may be terminated with or without cause. (D) In the event of the expiration of the appointment of Dr. Burgin under the provisions of (A)(3) above, should Dr. Burgin continue to serve the District in a holdover capacity, this Agreement shall continue only until Dr. Burgin has been duly reappointed (at which time a new agreement will be executed and in place) or until another individual has been appointed as the Health Authority by the members of the District. It is the express intent of the parties that the terms of this Agreement shall survive during any holdover period, absent notice of termination under the provisions of (A)(1) above. Section 20. Venue and Jurisdiction. (A) All actions brought to enforce compliance will be brought in Nueces County, where this Agreement was executed and will be performed. (B) This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 21. Severability. (A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the Health Authority Comp Agmt vFinal 20120127 Page 6 of 9 parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. (B) To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Section 22. Disclosure of Interest. In compliance with Section 2 -349 of the City's Code of Ordinances, Dr. Burgin agrees to complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit B, the contents of which are incorporated in this document by reference as if fully set out in this Agreement. Dr. Burgin shall also be responsible for completing any disclosure forms required by the County relating to this Agreement. Section 23. Entirety Clause. This Agreement and the attached and incorporated exhibits constitute the entire agreement between the parties for the purposes stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter hereof, unless contained in this Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Agreement and its exhibits of the terms, conditions, promises, and covenants relating to Dr. Burgin's performance hereunder. (EXECUTION PAGES FOLLOW) Health Authority Comp Agmt vFinal 20120127 Page 7 of 9 EXECUTED IN TRIPLICATE, each of which will be considered an original, on this the day of , 2012. ATTEST: Armando Chapa City Secretary APPROVED AS TO FORM ONLY: I LA. 114 e Eliza•ih R. Hundley Assis ant City Attorney for the City Attorney STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI Ronald L. Olson City Manager 1ri ,2012 This instrument was acknowledged before me on the day of , 2012, byRonald L. Olson, City Manager of the City of Corpus Christi, Texas, a home -rule municipal corporation, on behalf of the corporation. (seal) Notary Public, State of Texas ATTEST: NUECES COUNTY Diana Barrera County Clerk Samuel L. Neal, Jr. County Judge APPROVED AS TO FORM ONLY: , 2012 Laura Garza Jimenez County Attorney Health Authority Comp Agmt vFinal 20120127 Page 8 of 9 STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 2012, by Samuel L. Neal, Jr. County Judge of Nueces County, Texas, a political subdivision of the State of Texas, on behalf of the county. Dr. William W. Burgin, Jr., in his individual capacity Signatture Lod. Icta44 Printed Name Texas Medical License Number 81Z. Date STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the - day of by Dr. William W. Burgin, Jr. 0���„ r� ,�I�fA 1. CHAVEZ ° °= iUb�t blic, State of Texas t , My Commission Expires „;VP January 21, 2014 Health Authority Comp Agmt vFinal 20120127 lic, State of IP as , 2012, Page 9 of 9 EXHIBIT A INSURANCE REQUIREMENTS I. CONTRACTED PHYSICAN'S LIABILITY INSURANCE A. Contracted Physician must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City of Corpus Christi. Contracted Physician must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Contracted Physician must furnish to the City of Corpus Christi's Risk Manager, a Certificate of Insurance with applicable policy endorsements showing the following minimum coverage by insurance company(s) acceptable to the Risk Manager. The City of Corpus Christi and Nueces County must be named as additional insured sfor all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, material change, non - renewal or termination and a 10 day written notice of cancellation for non - payment of premiums is required on all certificates or by policy endorsement Bodily Injury and Property Damage Per occurrence - aggregate AUTOMOBILE LIABILITY- -OWNED NON -OWNED OR RENTED At a minimum, $30,000/$60,000 for Bodily Injury and $30,000 for property damage PROFESSIONAL LIABILITY to include 1. Medical Malpractice $200,000 per occurrence / $600,000 aggregate Accidental Injury - Health Coverage In lieu of Workers Compensation requirement C. In the event of accidents of any kind, Contracted Physician must furnish the Risk Manager with copies of all reports of any accident within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Certificate of Insurance or by applicable policy endorsements: Contracted Physician agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: The City of Corpus Christi and Nueces County must be named as additional insureds on the liability coverage and a blanket waiver of subrogation is required on all applicable policies. The name of the project must be listed under "Description of Operations" At a minimum, a 30 -day written notice of cancellation, material change, non - renewal, termination and a 10 day written notice of cancellation for non - payment of premium is required. 2012 Health Dept. Contracted Physician ins. req. 1 -23 -12 ep Risk Mgmt. City of Corpus Christi SUPPLIER NUMBER EXHI BIT B TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA ". See reverse side for Filing Requirements, Certification and definitions. COMPANY NAME: v { iQhn W • 1-3u,rg n r , M . rb. N lA P. O. Box: ((� h� 9 STREET ADDRESS: ) IDa. 1AC9 d,l CITY:brpU5 e,briiti ZIP: FIRM IS: 1. Corporation . 2. Partnership ❑ 3. Sole Owner ❑ 4. Association 1 _ 5. Other e If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name /V e Job Title and 7t/ gepartment (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name NA. Title A J /4 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name / A iv Board, C2mmi sjon or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name N Ati Consultant NA FILING REQUIREMENTS If a person who request official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2- 349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: % A t l: a ►Ar w, 6 4) itr,'u Z. Title: Ilea. /t6 4 . 4 4 / . 7 Y Signature of Certifying Person: W-&------ w 4 !' Date: 3 - / , Z v DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit." An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self - employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non -profit organizations. e. "Official. "The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant. "Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Dorm 7 ell' Resolution authorizing the City Manager or his designee to execute an agreement with Dr. Colette Simon to serve as the Alternate Local Health Authority for the Public Health District. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or his designee is authorized to execute an agreement with Dr. Colette Simon to serve as the Alternate Local Health Authority for the Corpus Christi - Nueces County Public Health District. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor 0004_2_Resolution - Simon HA Agmt Page 1 of 2 Corpus Christi, Texas day of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0004_2_Resolution - Simon HA Agmt Page 2 of 2 THE STATE OF TEXAS COUNTY OF NUECES PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, NUECES COUNTY, AND ALTERNATE HEALTH AUTHORITY § KNOW ALL BY THESE PRESENTS: Section 1. Parties. This alternate health authority agreement ( "Agreement ") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ( "City "), acting through its City Manager or the City Manager's designee ( "City Manager "), Nueces County ("County"), a political subdivision of the State of Texas, acting through its County Judge or the County Judge's designee ( "County Judge "), and Dr. Colette Simon, M. D., a licensed medical doctor of the State of Texas, in his/her individual capacity ( "Dr. Simon "). For the purposes set out in this document, the City and County, acting as an organized local public health district pursuant to an existing cooperative agreement between the parties, may collectively be referred to as the "Health District" in this Agreement. Section 2. Engagement, The Health District engages Dr. Simon to provide professional services for the Health District in the capacity of the Health District's appointed alternate local health authority ( "Alternate Health Authority "), as the specific term and duties are defined under State law, as a designee of and for Dr. William Burgin, Jr., M. D. ( "Dr. Burgin "). Section 3. Contract Administrator. This Agreement will be administered by the City on behalf of the purposes of the Health District. Section 4. Term. Following appointment by the Health District's governing bodies and execution by the last party, the term of this Agreement commences with the date of the appointment and terminates under the provisions of Section 19 of this Agreement. Section 5. Services. In consideration of payment to be made for services rendered, Dr. Simon agrees to provide professional services including, but not limited to, serving as the Medical Director, serving as the local Alternate Health Authority, and performing the duties specified in Chapter 121 of the Texas Health and Safety Code for the Health District, whose main facility is located at 1702 Horne Road, Corpus Christi, Nueces County, Texas, and to the subdivisions of the City and County's Health Departments, such as Vital Statistics, Animal Control, and Vector Control, which are physically located elsewhere within the jurisdictional limits of Nueces County ( "Services ") as the alternate selected and paid by Dr. William Burgin, Jr. In the event that Dr. Simon provides specific program - related professional duties to the District's infectious diseases program or other clinical programs, Dr. Simon shall be paid separately in accordance with the relevant State or federal program grant. Section 6. Emergency Operations Center. In the event of a weather, biological, or health emergency, or other public emergency, Dr. Simon additionally agrees to provide Services upon activation of operations by the Emergency Operations Center ( "EOC "), which is located in the Frost Bank Building on Leopard Street, Corpus Christi, Texas. Dr. Simon shall report to the EOC upon the request of the City or County EOC Director ( "Director ") and will remain on duty until released by the Director. Section 7. Relationship of the Parties. (A) Dr. Simon will perform all Services as an independent contractor and will furnish the Services in his/her own manner and method. Under no circumstances or conditions will Dr. Simon be considered an employee of the City or County or the District for any purpose or reason. Dr. Simon may only act as an agent of the Health District in the capacity of a medical director and local Alternate Health Authority under State law. (B) Dr. Simon acknowledges that he/she is competent, capable, qualified, and duly licensed by the State of Texas to perform the Services specified under this Agreement. Dr. Simon, subject to the selection by Dr. Burgin and approval of and appointment by the City and County, shall serve as a designee of and for Dr. Burgin in the event of Dr. Burgin's absence, incapacitation, or inability to serve under the terms of Dr. Burgin's separate agreement with the Health District and Chapter 121 of the Texas Health and Safety Code. In compliance with Section 121.0451(4) of the Texas Health and Safety Code, Dr. Simon will file a certified copy of Dr. Burgin's written delegation with the State each time authority is transferred by Dr. Burgin to Dr. Simon due to Dr. Burgin's absence, incapacitation, or inability to serve. Section 8. Fee /Compensation for Services. (A) In the event that Dr. Burgin utilizes the services of Dr. Simon, as his alternate, for any portion of any day under the term of this Agreement, Dr. Burgin shall be responsible for compensating Dr. Simon as specified under the terms of Dr. Burgin's separate agreement with the Health District. (B) Dr. Simon acknowledges and agrees that he /she is personally responsible for the payment of all federal, State, and local taxes and fees, of any nature whatsoever, accruing or that may derive from the receipt of compensation, by Dr. Simon, under this Agreement. Section 9. Insurance Required. (A) Before the performance required under this Agreement can begin, Dr. Simon shall deliver copies of all Certificates of Insurance ( "Certificates ") required by Exhibit A, which is attached to this Agreement and •incorporated in this Agreement by reference, as proof that the required insurance coverage provisions of this Agreement have been satisfied. Copies of the Certificates must be submitted to the City's Risk Manager ( "Risk Manager") and to the City Manager. Dr. Simon must maintain in good standing and keep in force all insurance coverages required under this Agreement for the term of this Agreement. (B) The Certificates must state, in writing on the face of each document, that the Risk Manager shall be given at least 30 days written notice of cancellation, any material change, or intent not to renew any of the policies required under this Agreement, by certified mail. Additionally, the City of Corpus Christi and Nueces County must be named as separate additional insureds for liability arising from Dr. Simon's provision of Services under this Agreement. Health Authority Substit Comp Agmt vFinal 20120127 Page 2 of 9 (C) If the insurance company or companies utilized by Dr. Simon elects to use the standard ACORD form, the cancellation clause located on the bottom right of each ACORD form must be amended by adding the wording "materially changed or" between "be" and "canceled," deleting the words "endeavor to," and deleting the wording after "left." In lieu of modification of an ACORD form, separate endorsements addressing the same substantive requirements, as stated in this section and Exhibit A, are mandatory on the ACORD form. (ID) Dr. Simon must provide workers' compensation coverage through a licensed insurance company or through self - insurance obtained in accordance with Texas law. Section 10. Indemnification. To the extent allowed by Texas law, Dr. Simon ( "Indemnitor ") will indemnify and hold harmless the City, the County, and their respective officers, employees, representatives, and agents (" indemnitees ') from and against any and all liability, damages, loss, claims, demands, suits, and causes of action of every nature whatsoever asserted against or recovered from the lndem- nitees, or any of them individually, on account of personal injuries (including, without limitation on the foregoing, workers' compensa- tion, premises defects, and death claims), property loss or damage, or any other kind of damage, including dishonest, fraudulent, neg- ligent, or criminal acts of the Indemnitor or any of his /her employees, representatives, or agents, acting alone or in collusion with others, and including all expenses of litigation, court costs, and attorneys' fees which arise, or are claimed to arise, out of or in connection with the services provided by the Indemnitor pursuant to this Agreement, regardless of whether such injuries, death, or damages are caused or claimed to be caused by the concurrent or contributory negligence of the lndemnitees, or any of them individually, The Indemnitor cove- nants and agrees that, if the lndemnitees, or any of them individually, are made a party to any litigation against the Indemnitor or, in any litigation commenced by any party other than the Indemnitor, relating to this Agreement, the Indemnitor, shall, upon receipt of reasonable notice regarding the commencement of any litigation, at its own expense, investigate all claims and demands, attend to their settle- ment or other disposition, defend the lndemnitees collectively or each separately, in all actions based thereon with counsel satis- factory to the indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, demand, claim, or action. Section 11. Nondiscrimination. Dr. Simon shall not discriminate nor permit discrimination against any person or group of persons, as to employment or in the performance of Services Health Authority Substit Comp Agmt vFinal 20120127 Page 3 of 9 under this Agreement, on the grounds of race, religion, national origin, sex, disability, or age, or in any manner prohibited by the laws of the United States or the State of Texas. The City and County each retains the right to take such action as the United States may direct to en- force this non - discrimination covenant. Section 12. Compliance with Laws. Dr. Simon must comply with all applicable federal, State, and local government laws, rules, regulations, and ordinances, which may be applicable to the Services to be rendered under this Agreement and to his/her performance under this Agreement. Section 13. Notices. (A) All notices, demands, requests,,or replies provided for or permitted, under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by de- posit with an overnight express delivery service, for which service has been prepaid; or, (5) by fax transmission. (B) 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 United States Postal Service. Notice by telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax will be deemed effective upon trans- mission with proof of delivery to the receiving party. All such communications must only be made to the following: IF TO THE HEALTH DISTRICT: City of Corpus Christi Attn: City Manager P. O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 -3220 Office (361) 826 -3839 Fax With a copy to: Nueces County Attn: County Judge 901 Leopard St., Rm. 303 Corpus Christi, TX 78401 (361) 888 -0444 Office (361) 888 -0445 Fax IF TO DR. SIMON: Dr. ColetteSimon Physician's Plaza West 2601 Hospital Blvd., Suite 117 Corpus Christi, TX 78405 (361) 884 -8200 Office (361) 882 -6649 Fax (C) Either party may change the address to which notice is sent by using a method set out above in this section. Dr. Simon must notify the Health District of an address or phone number change within 10 days after the address or number is changed. Health Authority Subsist Comp Agmt vFinal 20120127 Page 4 of 9 Section 14. Amendments. No alterations, changes, or modifications to the terms of this Agreement nor the waiver of any provision will be valid unless made in writing and signed by all parties to this Agreement by a person authorized to sign agreements on behalf of each party. With respect the Health District, the parties authorized to sign are as stated in the parties' cooperative agreement. Section 15. Waiver. (A) The failure of any party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Agreement. (B) No waiver of any covenant or condition or of the breach of any covenant or condition of this Agreement by any party at any time, express or implied, will be taken to constitute a waiver of any subsequent breach of the covenant or condition nor will justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition of this Agreement. (C) if any action by Dr. Simon requires the consent or approval of the Health District on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same or any other action at any other occasion. (D) Any waiver or indulgence of Dr. Simon's default of any provision of this Agreement will not be considered an estoppel against the Health District. It is expressly understood that, if at any time Dr. Simon is in default of any of the conditions or covenants of this Agreement, the failure on the part of the Health District to promptly avail itself of any rights and remedies which the Health District may have will not be considered a waiver on the part of the Health District, but the Health District may at any time avail itself of said rights or remedies or elect to terminate this Agreement on account of said default. (E) The rights and remedies in this section are cumulative and are in addition to any other rights and remedies provided by law. Section 16. Budgetary Appropriations. Dr. Simon understands and acknowledges that the continuation of this Agreement after the close of any fiscal year of the City or County, which fiscal year ends on July 31 and September 30, respectively, of each year, is subject to sufficient appropriations and budget approval providing for or covering this Agreement as an expenditure in the City's and County's budgets. Neither the City nor the County represents to Dr. Simon that said budget item will be actually adopted, the determination as to appropri- ations and expenses being within the sole discretion of the City's and County's governing bodies at the time of adoption of their respective budgets. If revenue funds are not appro- priated by the City and County for any individual fiscal year following the execution of this Agreement, the Health District reserves the right to terminate this Agreement without penalty. Section 17. Force Majeure. No party to this Agreement will be liable for failures or delays in performance due to any cause beyond their control including, but not limited to, any failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The rights and obligations of the parties will be temporarily suspended during this period to the extent performance is reasonably affected. Health Authority Substit Comp Agmt vFinal 20120127 Page 5 of 9 Section 18. Assignment and Transfer of Agreement. This Agreement may not be, in whole or in part, assigned or transferred, directly or indirectly, by Dr. Simon without the prior written consent of the Health District. Subject to the foregoing, this Agreement shall be binding upon the Health District and Dr. Simon and each of their respective successors and assigns. Section 19. Termination of Agreement. (A) This Agreement terminates upon the earlier of the following: (1) The termination date specified in a written notice sent to Dr. Simon from the Health District; (2) Lack of budgetary appropriations by the City or County, as specified in Section 16; (3) Expiration of the appointment of Dr. Burgin to act as the local Health Authority; (4) Expiration of the appointment of Dr. Simon to act as the local Alternate Health Authority; (5) Following . written notice to the City and County by Dr. Burgin of the withdrawal of Dr. Burgin's consent to have Dr. Simon serve as Dr. Burgin's designee, on behalf of the Health District, pursuant to Chapter 121 of the Texas Health and Safety Code; or (6) By mutual consent of the parties to this Agreement. (B) In the event of a termination of this Agreement, any unpaid compensation due by the Health District to Dr. Simon for Services performed up to the effective date of termination will be paid to Dr. Simon within 10 days of the effective termination date. (C) The parties acknowledge and agree that this Agreement may be terminated with or without cause. (D) In the event of the expiration of the appointment of Dr. Burgin under the provisions of (A)(3) above and the expiration of the appointment of Dr. Simon under the provisions of (A)(4) above, should Dr. Burgin continue to serve the District in a holdover capacity and Dr. Simon agrees to serve likewise as the local Alternate Health Authority, this Agreement shall continue only until Dr. Burgin has been duly reappointed (at which time, if Dr. Burgin desires, a new agreement with Dr. Simon will be executed and in place) or until another individual has been appointed as the Health Authority by the members of the District. It is the express intent of the parties that the terms of this Agreement shall survive during any holdover period, absent notice of termination under the provisions of (A)(1) above or the withdrawal of consent under the provisions of (A)(5) above. Section 20. Venue and Jurisdiction. (A) All actions brought to enforce compliance will be brought in Nueces County, where this Agreement was executed and will be performed. Health Authority Substit Comp Agnit vFinal 20120127 Page 6 of 9 (B) This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 21. Severability. (A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. (B) To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Section 22. Disclosure of Interest. In compliance with Section 2 -349 of the City's Code of Ordinances, Dr. Simon agrees to complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit B, the contents of which are incorporated in this document by reference as if fully set out in this Agreement. Dr. Simon shall also be responsible for completing any disclosure forms required by the County relating to this Agreement. Section 23. Entirety Clause. This Agreement and the attached and incorporated exhibits constitute the entire agreement between the parties for the purposes stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter hereof, unless contained in this Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Agreement and its exhibits of the terms, conditions, promises, and covenants relating to Dr. Simon's performance hereunder. (EXECUTION PAGES FOLLOW) Health Authority Substit Comp Agmt uFinal 20120127 Page 7 of 9 EXECUTED IN TRIPLICATE, each of which will be considered an original, on this the day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Ronald L. Olson City Secretary APPROVED AS TO FORM ONLY: Eliza- h R. Hundley Assts ant City Attorney for the City Attorney STATE OF TEXAS § COUNTY OF NUECES § City Manager ) ,2012 This instrument was acknowledged before me on the day of , 2012, by Ronald L. Olson, City Manager of the City of Corpus Christi, Texas, a home -rule municipal corporation, on behalf of the corporation. (seal) Notary Public, State of Texas ATTEST: NUECES COUNTY Diana Barrera County Clerk Samuel L. Neal, Jr. County Judge APPROVED AS TO FORM ONLY: , 2012 Laura Garza Jimenez County Attorney Health Authority Substit Comp Agmt vFinal 20120127 Page 8 of 9 STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 2012, by Samuel L. Neal, Jr. County Judge of Nueces County, Texas, a political subdivision of the State of Texas, on behalf of the county. Dr. Colette Simon, in her individual capacity Amon,,t6 S' nature (JoIe*e 61mon Printed Name MI O Texas Medical License Number 4110 Date STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the (1/4.) day of of , 2012, by Dr. Colette Simon. —� •_`,� .S�j DINA L. CHAVEZ �' ^ Notary Public, State of 'texas aJ My Commission Expires __�,1 January 21, 2014 IIMOVAL : � : ' 1.1 •u + 1 1 , 1 : 1 , 1 1 . 1• l State of Te Health Authority Substit Comp Agmt vFinal 20120127 Page 9 of 9 EXHIBIT A INSURANCE REQUIREMENTS I. CONTRACTED PHYSICAN'S LIABILITY INSURANCE A. Contracted Physician must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City of Corpus Christi. Contracted Physician must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Contracted Physician must furnish to the City of Corpus Christi's Risk Manager, a Certificate of Insurance with applicable policy endorsements showing the following minimum coverage by insurance company(s) acceptable to the Risk Manager. The City of Corpus Christi and Nueces County must be named as additional insured sfor all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, material change, non- renewal or termination and a 10 day written notice of cancellation for non - payment of premiums is required on all certificates or by policy endorsement Bodily Injury and Property Damage Per occurrence - aggregate AUTOMOBILE LIABILITY - -OWNED NON -OWNED OR RENTED At a minimum, $30,0001$60,000 for Bodily Injury and $30,000 for property damage PROFESSIONAL LIABILITY to include 1. Medical Malpractice $200,000 per occurrence / $600,000 aggregate Accidental Injury - Health Coverage In lieu of Workers Compensation requirement C. In the event of accidents of any kind, Contracted Physician must furnish the Risk Manager with copies of all reports of any accident within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Certificate of Insurance or by applicable policy endorsements: Contracted Physician agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: The City of Corpus Christi and Nueces County must be named as additional insureds on the liability coverage and a blanket waiver of subrogation is required on all applicable policies. The name of the project must be listed under "Description of Operations" At a minimum, a 30 -day written notice of cancellation, material change, non - renewal, termination and a 10 day written notice of cancellation for non - payment of premium is required. 2012 Health Dept. Contracted Physician ins. req. 1 -23 -12 ep Risk Mgmt. City of Corpus Christi SUPPLIER NUMBER EXHIBIT B TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA ". See reverse side for Filing Requirements, Certification and definitions. COMPANY NAME: P. O. Box: STREET ADDRESS: f/e7.5'rnn, lMD. ( O i Val S'F t t' 7 CITY: e„OretAS Ciro 611 ZIP: 7 " FIRM IS: 1. Corporation 2. Partnership 3. Sole Owner 1 4. Association 5. Other SeIg If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name A) -A- Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/p Page 1 of 2 FILING REQUIREMENTS If a person who request official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2- 349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted ti he City of'Corptas Christi, Texas as changes occur. Certifying Person: Signature of Certifying Person: Title: frft Date: 5)-71P, DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. 'b. "Economic benefit." An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part -time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self - employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non- profit organizations. "Official."The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant. "Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Page 2 of 2 AGENDA MEMORANDUM for the City Council Meeting of June 19, 2012 DATE: June 6, 2012 TO: Ronald L. Olson, City Manager FROM: Carlos Valdez, City Attorney CarlosV @cctexas.com 361.826.3360 Resolution Authorizing Codifier CAPTION: RESOLUTION AUTHORIZING CODIFIER TO CREATE NEW SECTION NUMBER PURPOSE: Create a new section for ordinance to avoid confusion. BACKGROUND AND FINDINGS: Two ordinances have the same number. Need to create a new number. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to city ordinance Section 1 -4(c )(3). EMERGENCY / NON - EMERGENCY: Not applicable. DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital xNot applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Recommend passage of resolution. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION AUTHORIZING CODIFIER TO CREATE NEW SECTION NUMBER WHEREAS, the Corpus Christi City Council passed and approved Ordinance No. 024067 on June 20, 2000 amending Chapter 55 of the Code of Ordinances by adding a new Section 55 -64 to said Chapter; and WHEREAS, the Corpus Christi City Council passed and approved Ordinance No. 024531 on July 24, 2001 amending Chapter 55 of the code of Ordinances by adding Section 55 -64; and WHEREAS, in order to avoid confusion and have a unified Code of Ordinances, it is necessary to create a new section number for one of the two existing provisions numbered 55 -64. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: That pursuant to the authority of Code of Ordinances Section 1 -4 (c)(3) the Code of Ordinances codifier is hereby requested and authorized to create a new section number for one of the existing provisions presently numbered 55 -64 and accommodate both sections in the Code. ATTEST: CITY OF CORPUS CHRISTI, TEXAS Armando Chapa, City Secretary Joe Adame, Mayor Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: TO: May 25, 2012 Ronald L. Olson, City Manager FROM: Fred Segundo, Aviation Director (361) 289 -0171 ext. 1213 freds @cctexas.com Authorizing the execution of a lease agreement with Aeronautical Radio, Inc. for aeronautical radio services at the Corpus Christi International Airport. CAPTION: Ordinance authorizing the City Manager, or designee, to execute an agreement with Aeronautical Radio, Inc. (ARINC) to lease space containing approximately twenty (20) square feet located in the lower level of the Corpus Christi International Airport (Airport) terminal for the maintenance and operation of aeronautical Communication equipment providing air /ground data communications to aircraft on the ground and en route within 200 nautical miles from Corpus Christi in consideration of payment of an annual rate per square foot of $51.38 for fiscal year 2011 -2012, $52.15 for fiscal year 2012 -2013 and $52.94 for fiscal year 2013 -2014, adjusted annually thereafter based on the current Terminal Rental Rate for future fiscal years, payable monthly for a term of five (5) years; and declaring an emergency. PURPOSE: Aeronautical Radio, Inc. (ARINC) has been providing communication services for airlines and the Transportation Security Administration (TSA), and CCIA requests approval to renew lease agreement with ARINC. BACKGROUND AND FINDINGS: Aeronautical Radio, Inc. (ARINC) has been providing communication services to airlines operation within 200 nautical miles of the Corpus Christi International Airport for several years. They are currently operating on a month to month extension of an expired lease. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This lease agreement conforms to the City Charter requirements. EMERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: Legal Finance Management and Budget FINANCIAL IMPACT: ❑ Operating ® Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,877.24 $1,027.56 Encumbered / Expended Amount This item - $1,438.62 - $1,027.56 BALANCE $1,438.62 $0.00 Fund(s): Airport Fund (4610) Comments: Decrease in revenue due to decrease in square footage. RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement AGREEMENT FOR AERONAUTICAL RADIO SERVICES AT CORPUS CHRISTI INTERNATIONAL AIRPORT THIS AGREEMENT is between the City of Corpus Christi, a Texas home -rule municipal corporation ( "City") and Aeronautical Radio, Inc., a Delaware corporation ( "Lessee "). WITNESSETH WHEREAS, the City owns and operates Corpus Christi International Airport ( "Airport "); and WHEREAS, the City has determined that aeronautical radio services are appropriate to the terminal building of said Airport; and WHEREAS, Lessee has offered to operate aeronautical radio services at said Airport; and WHEREAS, Lessee currently operates aeronautical radio services at said Airport. NOW THEREFORE, in consideration of the rentals, undertakings and covenants recited herein, the parties covenant as follows: 1. Premises. The City leases to Lessee space containing approximately twenty (20) square feet located in the lower level of the Terminal as shown on the attached Exhibit "A," hereinafter called "Premises ". City retains the right to require Lessee to physically adjust, relocate, remove or restore equipment to original condition, normal wear and tear excepted, within reason. The cost of the physical adjustment, relocation, removal or restoration shall be allowed as a deduction from payments to the City. The Director shall give the Lessee sixty (60) days advance notice of any such move if possible. 2. Term /Termination. The term of this Lease shall be five (5) years with an effective commencement date of January 1, 2012 and expiring December 31, 2016, with the option to extend for one additional five year term upon the written approval of the City Manager or his designee, ( "City Manager") and an authorized representative of Lessee at least ninety (90) days prior to the expiration of the current term. This Lease may be terminated by either party for any reason upon ninety (90) days prior written notice to the other. 3. Consideration. Lessee agrees to pay the City on a monthly basis an annual rate per square foot of $51.38 for fiscal year 2011 -2012, $52.15 for fiscal year 2012 -2013 and $52.94 for fiscal year 2013 -2014, adjusted annually thereafter based on the current Terminal Rental Rate for future fiscal years, payable on or before the 10th day of each month. The annual square foot rental rate may be adjusted annually in conjunction with the city's fiscal year and in accordance with the Airlines Airport Use Lease Agreement, a copy of which is on file with the Airport. The Lessee must make all payments hereunder at the following address: 1000 International Drive, Corpus Christi, Texas 78406. 4. Use of Premises. Lessee may install, maintain, operate, repair and remove aeronautical communication equipment providing air /ground data communications to the aircraft on the Page 1 of 6 ground and en route within 200 nautical miles of Corpus Christi. Except for equipment and facilities already in place on the effective date of this Lease, such installations and the subsequent use of such equipment shall be subject to the prior written approval of the Director of Aviation or his designee, applicable law, regulation, and City policy. The location of all such equipment and facilities shall be determined by City in its exclusive discretion. Lessee's equipment and communication systems shall not interfere with any City equipment or communication systems such as wireless systems, telecommunications systems, mobile information technology systems or any similar or related information technology systems. City shall have unrestricted access to all Lessee equipment and communication systems located on Leased Premises if any City equipment or systems interfaces with such Lessee equipment. Prior to any written approval, Lessee shall provide the Director of Aviation with all necessary supporting documentation related to such installations. 5. Facilities and Services provided by City. The City Shall: a. Keep in good condition and repair the roof, the exterior faces of all exterior walls, the foundation and the major building systems (plumbing, electrical and mechanical) of the Terminal. b. Provide adequate heat, air conditioning and ventilation volume. c. Maintain and repair utility, heating and air conditioning systems supplied by the City. d. Extend to Lessee the same fire and police protection and other services extended to other tenants. e. Ensure that access to Lessee's Premises complies with all applicable provisions of the Americans with Disabilities Act of 1990, as it may be amended from time to time. 6. Services and Equipment Furnished by Lessee. The Lessee shall: a. Provide, furnish, construct, install and maintain at its own expense all fixtures, furnishings, electric and telephone conduits and wires (or connection to same), equipment, additional lighting, and related items necessary to conduct Lessee's operations. All equipment, trade fixtures, etc. furnished and installed by Lessee remain the property of Lessee during this Lease and do not become real property or a part of the Terminal, regardless of whether or by what means they are or may be attached or affixed to the Terminal. b. Make such alterations or additions to, or improvements of, the Premises as Lessee deems necessary to install and maintain its aeronautical radio service equipment including installation and maintenance of electrical wiring and walls, with the written approval of the Director of Aviation, which approval shall not be unreasonably withheld. c. Install and maintain at Lessee's expense necessary equipment and decor within the Premises, for Lessee's use of the Premises. d. Provide an electrical utility meter for all electric service required above the standard lighting and HVAC provided by City to Terminal tenants. e. The Lessee must provide a complete and proper arrangement for the adequate sanitary handling and disposal, away from the Terminal, of all trash, garbage and other refuse caused as a result of the operation of its business. Lessee must provide and use a suitable covered metal receptacle for all garbage, trash and other refuse on or in connection with the Page 2 of 6 Premises. Piling of boxes, cartons, barrels or other similar items, in an unsightly or unsafe manner, on or about the Premises is forbidden. f. Lessee shall furnish services at the Premises seven (7) days a week. g. Lessee must pay all lawful taxes and assessments including ad valorem taxes which, during the term hereof, may become a lien or may be levied by the state, county, city or any other tax levying body upon the Premises, or upon any taxable interest by Lessee acquired in this Lease Agreement. Upon making such payments, Lessee shall give to the City a copy of the receipts and vouchers showing such payment. h. The Director may adopt and enforce reasonable rules and regulations with respect to the use of the Airport, Terminal and related facilities which the Lessee agrees to obey and observe. i. Restore Premises to original condition upon termination of this Lease or Lessee's vacating the Premises for any reason, normal wear and tear excepted. 7. Applicable Laws. Lessee shall comply with all laws, ordinances, regulations and rules of the City and the federal and state governments which may be applicable to its operations under this Lease. 8. Nondiscrimination. Lessee, in exercising any of the rights or privileges granted herein, must not on the grounds of race or national origin discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 15 of the Federal Aviation Regulations. The City is hereby granted the right to take such action, anything to the contrary herein notwithstanding, as the United States may direct to enforce this nondiscrimination covenant. 9. Trademarks /Signs. Lessee may operate the Premises under any trademark, logo or service mark permitted by applicable laws or regulations. 10. Ingress /Egress. Subject to reasonable rules of the Director of Aviation, Lessee, its employees, servants, patrons, invitees, suppliers of materials and furnishers of services have the right of ingress to and egress from the Premises. 11. Assignment /Subletting. This Lease may not be assigned, transferred, pledged or otherwise encumbered without the prior written approval of the City. Lessee shall not sublet the use or operation of any part of the Premises, or utilize the Premises for any purpose other than set out in Section 4, without prior written approval of the City. 12. Insurance. During the term of this Agreement, Lessee, at its own expense, shall maintain and provide Certificates of Insurance evidencing the fallowing coverages: (1) Commercial General Liability insurance for bodily injury and property damage in a limit of not less than $1,000,000 (One Million Dollars) per occurrence; (ii) Automobile liability providing coverage for owned, non - owned and hired vehicles in an amount not less than $1,000,000 (One Million Dollars), (iii) "All Risk" property insurance covering Lessee's business personal property for the replacement value thereof; and (iv) a Workers Compensation policy with statutory limits and Employers Liability coverage with at least the following limits: $500,000 per accident, and $500,000 per disease (each employee). Lessor shall be named as additional insured on the Commercial General Liability and auto liability policies. if such coverage is canceled or reduced, the Lessee must, within thirty (30) days after the date of such written notice from the insurer of such Page 3 of 6 cancellation or reduction of coverage, file with the City's Risk Manager a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Lessee must provide for the prompt and efficient handling of all claims for bodily injury, property damage or theft arising out of the activities of Lessee under this Agreement. Lessee agrees that all such claims, whether processed by Lessee or its insurer either directly or by means of an agent, will be handled by a person or representative of the Lessee. 13. lndemnity. Lessee must indemnify and hold City, its officers, agents and employees ( "Indemnitees ") harmless of, from and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against Indemnitees on account of injury or damage to person or property to the extent any such damage or injury may be incident to, arise out of, or be caused, wholly or in part, by an act of omission, negligence, or misconduct on the part of Lessee or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees entering upon the Premises pursuant to this Aeronautical Radio Services Agreement with the expressed or implied invitation or permission of Lessee, or when any such injury or damage is the result, proximate or remote, of the violation by Lessee, or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees of any law, ordinance, or governmental order of any kind, or when any such injury or damage may in any other way arise from or out of the improvement located on the Premises herein, or out of the use or occupancy of any Improvement to the Premises or the Premises itself by Lessee, its agents, servants, employees, contractors, patrons, guests, licensees. Lessee covenants and agrees that if City is made a party to any litigation against Lessee or in any litigation commenced by any party other than Lessee relating to the Agreement, Lessee shall defend City upon receipt of reasonable notice regarding commencement of such litigation. 14. Termination. 1. By City: In addition to any other termination rights contained in this Lease, the City may, upon ninety (90) days written notice to the Lessee, except as otherwise provided herein, terminate this Lease any time after the occurrence of any one or more of the following events: a. Non - payment of fees due the City under this Lease if such non - payment continues for a 30 day period following notice in writing of such non- payment. In such event, termination is effective upon the expiration of 10 days after written notice is sent by Director to Lessee. b. If any petition is filed by or against Lessee to declare it bankrupt or to delay, reduce, or modify its debts or obligations, if Lessee's property is made available for the benefit of creditors, or if a receiver or trustee is appointed for it or its property, the City may treat the occurrence of any one or more of the foregoing events as a breach of the Lease and thereupon may terminate the Lease without notice, and immediately enter and repossess the Premises. c. Cessation of Lessee's operations hereunder. d. Non - performance of any covenant of this Lease, excluding the covenant of payments herein contained, which shall be treated as set out above, and failure of Page 4 of 6 Lessee to remedy such breach or diligently pursue remedy within thirty (30) days after Director sends Lessee written notice of the existence of said breach. e. Lessee becomes permanently deprived of the rights, powers and privileges necessary to the proper conduct of its operations at the Premises. f. If Terminal or Premises are damaged by fire or other casualty, City may terminate this Lease and rebate any prepaid rent on a pro rata basis. 2. By Lessee: In addition to any other termination rights contained in this Lease, this Lease is subject to termination by the Lessee in the event of any one or more of the following events: a. The permanent abandonment or closure of Corpus Christi International Airport as an air terminal. b. The lawful assumption by the United State Government, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof in such a manner as to substantially restrict Lessee therefrom for a period in excess of ninety (90) days. c. Issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Airport, and the remaining in force of such injunction for a period in excess of ninety (90) days. d. The default by the City in the performance of any covenant or agreement herein required to be performed by the City, and the failure of the City to remedy such default for a period of ninety (90) days after written notice by Lessee to Director to remedy the same. e. Ninety (90) days after giving written notice of termination to the Director of Aviation. 3. Removal of Contents from Premises. Upon termination or this Lease for any reason, Lessee, at its sole cost and expense, shall remove from Premises all equipment, trade fixtures and all other items installed, and restore the Premises to their original condition, reasonable wear and tear excepted. The City acknowledges that such restoration will be done in a good and workmanlike manner but that such restoration and the accompanying repairs may not be completely invisible. If Lessee fails to do so within thirty (30) days of the termination or expiration, then the City may effect such removal or restoration at the sole cost and expense of Lessee, and Lessee agrees to pay the City's costs plus 15% within thirty (30) days after Director's invoice to Lessee therefor. 15. Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations under this Lease by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if hand delivered, sent by certified mail, return receipt requested, or by a reputable overnight delivery service to the appropriate party at the addresses set out below or to any other address that the parties subsequently designate in writing. To City: City of Corpus Christi 1000 International Drive Corpus Christi, TX 78406 Attention: Director of Aviation Page 5 of 6 To Lessee: Aeronautical Radio, Inc. 2551 Riva Road, MS 5 -1B35 Annapolis, MD 21401 -7435 Attention: Real Estate Dept. Phone: 410 - 266- 4066/2921 Fax: 410 -266 -4010 16. Attorney? Fees. If there is any legal or arbitration action or proceeding between the City and the Lessee to enforce any provision of this Lease or to protect or establish any right or remedy of either the City or the Lessee hereunder, the unsuccessful party to such action or proceeding will pay the prevailing party all costs and expenses, including reasonable attorneys' fees (including allocated costs of Lessee's or City's in -house attorney) incurred by such prevailing party in such action or proceeding and in any appearance in connection therewith, and if such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys' fees will be determined by the court or arbitration panel handling the proceeding and will be included in and as part of such judgment. 17. Sponsor Assurance. This agreement is subject to the terms of any Sponsor's Agreements between the City and the Federal Aviation Administration. 18. Entire Agreement. This lease constitutes the entire agreement between the City and Lessee. Each party signing this Lease by his signature stipulates that all actions necessary to authorize this Lease have been taken. Signed on this day of , 2012 ATTEST: CITY OF CORPUS CHRISTI (LESSOR) Armando Chapa, City Secretary Ronald L. Olson, City Manager Approved as to legal form this By: Charlotte P. Yochem Assistant City Attorney For City Attorney day of , 2012 AERONAUTICAL RADIO, INC. (LES Robert E. Manig Human Resource Page 6 of 6 Id, Jr., s Adm • raitt istration CITY OF CORPUS CHRISTI DISCLOSURE OF OWNERSHIP INTERESTS City of Corpus Christi Ordinance 17112 requires all persons (APPLICANT) seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "N/A." APPLICANT NAME: ARINC Incorporated APPLICANT ADDRESS: 2551 Riva Road, Annapolis, MD 21401 APPLICANT is 1. Corporation (X) 2. Partnership ( ) 3. Sole Owner ( ) 4. Association ( ) 5. Other ( ) Please answer the following questions on a separate attached sheet if necessary. SECTION 1 — CORPORATION 1 a. Names and addresses of all Officers and Directors of Corporation. John Belcher* Peter J. Clare Ian Fujiyama Thomas Rabaut Thomas A. Corcoran General Ralph E. Eberhart Francis Raborn Tuvia Barak Dayne Baird * Chairman John M. Belcher ............... Chairman & Chief Executive Officer Stephen L. Waechter.......... Vice President, Business Operations & Chief Financial Officer Robert E. Manigold ......... Vice President, Human Resources & Administration David J. Morrissey ............Vice President, Airports & Surface Transportation Stephen E. Means. Vice President, Aviation Solutions Randolph F. Pizzi .............. Vice President, International David A. Poltorak ............. Vice President, European Operations (EMEA) Michael A. Young Vice President, Aerospace Systems Engineering & Support Mario F. Montero, Jr Vice President, Defense Systems Engineering & Support Joan L. Decker ............... Vice President, Controller & Assistant Secretary Keith W. Welsh Treasurer & Assistant Secretary John C. Smith ...................Vice President — Law, General Counsel & Secretary Chris Armiger Vice President- Finance Address for all of the above individuals is c/o ARINC Incorporated, 2551 Riva Road, Annapolis, MD 21401. 1b. Names and addresses of all shareholders of the Corporation owning shares equal to or in excess of three percent (3 %) of the proportionate ownership interest and the percentage of each shareholder's interest. (Note: Corporations which submit S.E.C. form 10K may substitute that statement for the material required herein.) Radio Holdings, Inc.- 100% SECTION 2 — PARTNERSHIP /ASSOCIATIONIJOIINT VENTURE 2a. The name, address, and percentage of interest of each partner whose interest therein, whether limited or general, is equal to or in excess of three percent (3%). N/A 2b. Associations: The name and address of all officers, directors, and other members with three percent (3 %) or greater interest. N/A SECTION 3 — ALL APPLICANTS — ADDITIONAL DISCLOSURE 3a. Specify which, if any, interest disclosed in Section 1 or 2 are being held by agent or trustee and give the name and address of principal AND /OR by a trust and give the trust number, institution, name and address of trustee or estate administrator, and name, address, and percentage of interest in total entity. N/A 3b. If any interest named in Section 1 or 2 is being held by a "holding" corporation or other "holding" entity not an individual, state the names and addresses of all parties holding more than a three percent (3 %) interest in that "holding" corporation or entity as required in 1(a), 1(b), 2(a), and 2(b). Carlyle Partners IV AR1NC Holdings, Inc., L.P. — The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. 3c. If "constructive control" of any interest named in Section 1 or 2 is held by another party, give name and address of party with constructive control. ( "Constructive control" refers to control established through voting trusts, proxies, or special terms of venture or partnership agreements.) N/A 3d. If any interest named in Section 1, 2, 3a, 3b, or 3c is being held by a member of the City Council, an employee, or a member of a Board or Commission appointed by the City Council of the City of Corpus Christi, state the name, address, and whether the individual is a member of the City Council, an employee, or a Board or Commission member. N/A I have not withheld disclosure of any interest known to me. Information provided is accurate and current. Signed this the \ day of T , 2012. Signature of Person Preparing Statement od - Sr Name and Title BEFORE ME, the undersigned authority, this day personally appeared p, ; �I-\cia- c S (name of affiant) and by oath stated that the facts hereinabove stated are true and correct to the best of (h s her) knowledge or, belief SWORN TO AND SUBSCRIBED BEFORE me on this is t , 4. day of 3-2e Notary Public, State of Miry /a A My Commission Expires December 14, 2012 Page 1 of 2 Ordinance Authorizing the City Manager, or designee, to execute an agreement with Aeronautical Radio, Inc. (ARINC) to lease space containing approximately twenty (20) square feet located in the lower level of the Corpus Christi International Airport (Airport) terminal for the maintenance and operation of aeronautical Communication equipment providing air /ground data communications to aircraft on the ground and en route within 200 nautical miles from Corpus Christi in consideration of payment of an annual rate per square foot of $51.38 for fiscal year 2011 -2012, $52.15 for fiscal year 2012 -2013 and $52.94 for fiscal year 2013 -2014, adjusted annually thereafter based on the current Terminal Rental Rate for future fiscal years, payable monthly for a term of five (5) years; and declaring an emergency. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager, or designee, is hereby authorized to execute an agreement with ARINC to lease space containing approximately twenty (20) square feet located in the lower level of the Airport terminal for the maintenance and operation of aeronautical communication equipment providing air /ground data communications to aircraft on the ground and en route within 200 nautical miles from Corpus Christi in consideration of an annual rate per square foot of $51.38 for fiscal year 2011 -2012, $52.15 for fiscal year 2012 -2013 and $52.94 for fiscal year 2013 -2014, adjusted annually thereafter based on the current Terminal Rental Rate for future fiscal years, payable monthly, for a term of five (5) years, which agreement is attached hereto as Exhibit A. SECTION 2. 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 on this the day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary 0006 3 Ordinance ARINC 5 -29 -12 Joe Adame Mayor Page 2of2 Corpus Christi, Texas Day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0006 3 Ordinance ARINC 5 -29 -12 AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: June 1, 2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E. Interim Director of Engineering Services danb@cctexas.com Fred Segundo, Director of Aviation fredS(ccctexas.com Motion approving the acquisition of an Avigation Easement and two tracts of land referred to as Parcels 3, 3A,and 3B, needed for the CCIA Runway 17 -35 Extension /Displacement Project. CAPTION: Motion authorizing the City Manager or designee to execute an Avigation Easement referred to as Parcel 3 and Special Warranty Deeds referred to as Parcels 3A and 3B, out of Lots 1 and 2, V.M. Donigan Partition, located north of the Corpus Christi International Airport (CCIA) and State Highway 44; from Mary Frances Wilson Burson and fourteen other undivided fee owners; for a total expenditure of $54,000 which includes $52,000 for the avigation easement and land, with additional expense of $2,000 for title policies, recording fees and incidentals; all necessary for the CCIA Runway 17 -35 Relocation /Displacement Project E11046 and for other municipal purposes. PURPOSE: The passage of this motion authorizes the City to acquire an avigation easement and two tracts of land needed for a public aviation project at the Corpus Christi International Airport. BACKGROUND AND FINDINGS: In May 2011, City Council approved funds for Capital Improvement Projects at Corpus Christi International Airport (CCIA). The funds were to be used on an interim basis for design, environmental studies, and land acquisition costs in advance of a future award of a Federal Aviation Administrative (FAA) grant. The future FAA Grant will provide 90% of the eligible expenses with Aviation CIP funds providing the other 10 %. The proposed CIP project involves an extension of both Runways 17 -35 and 13 -31 which will address safety issues resulting from potential runway incursion incidents. The proposed extension for Runway 17 -35 requires acquisition of a total of six parcels comprised of three Avigation Easements needed for the runway protection zone (RPZ) and three tracts of land needed for the runway approach lighting stations. The Avigation Easements place a defined height restriction as well as a use restriction on the property. Following Federal Acquisition procedures, City Land Acquisition staff began negotiations with three groups of landowners. Offers of just compensation were made to all the landowners based on appraisal reports obtained by the City, a copy of which was provided to the property owners. City Land Acquisition staff has acquired full title to the land and avigation easement for Parcels 2 and 2A. Eminent domain proceedings for Parcels 1 and 3, 3A, 3B were tentatively set for approval by City Council on June 12, 2012. Staff was able to conclude negotiations for Parcels 3 -3B successfully and receive the needed signed instruments shortly after that date. The negotiations for Parcel 1, Avigation Easement, are concluding and will be acquired in the amount of $25,312. City Council approval is now needed for the remaining Parcels 3, 3A and 3B. Expenditures for land rights which exceed $50,000 require approval by City Council. As shown on the attached Parcel map, Parcel 3 is a 14.10 acre Avigation Easement. Parcels 3A and 3B, which total .87 acres, are needed for access purposes to construct a road to the approach lighting station. The City will acquire fee simple surface rights to these parcels. All three parcels are out of the V.M. Donigan Partition located just north of the airport. Ownership is divided among fifteen separate undivided fee owners. Negotiations have now concluded successfully and an administrative settlement in the amount of $52,000 has been accepted by them. The City has received signed Avigation Easements and Special Warranty Deeds which require signature by the City Manager or designee. The City will obtain a single title policy from San Jacinto Title Company for all the easements and deeds combined. ALTERNATIVES: No alternatives are available. City Council approval is required. OTHER CONSIDERATIONS: Failure to acquire the needed parcels would result in loss of FAA grant funds for this project. CONFORMITY TO CITY POLICY: The motion conforms to the City Charter, Code of Ordinances, Article X, General Powers and Provisions, Sections 1 and 2. EMERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: Aviation and Engineering Departments. FINANCIAL IMPACT: ❑ Operating ❑ Revenue [X] Capital ❑Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 566,000 3,822,500 11,467,500 15,856,000 Encumbered / Expended Amount 566,000 1,152,648 0 1,718,648 This item 54,000 54,000 BALANCE 0 2,615,852 11,467,500 14,083,352 Fund(s): Aviation 550701 -3020 - 00000- G47E11046 $ 51,300.00 (95 %) 550701- 3020A- 00000- G47E11046 $ 2,700.00 (5 %) Comments: The total expenditure of $54,000 is prorated at a 5% CIP to 95% FAA grant funds. RECOMMENDATION: Approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Certification of Funds Parcel Map Fi!e: \ Mproject \councilexh \exhE11046L4ND.dwg Corpus Christi International Airport CCIA Runway 17 -35 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 Parcels 3, 3A, & 3B Ownership List CCIA Runway 17 -35 Extension /Displacement and Connection Taxiway Project E11046 # Name Undivided Interest % 1 James Daniel Walker 7.69% 2 Charles Arthur Walker 7.69% 3 Mary Frances Wilson Burson 7.69% 4 James Fred Ogburn 7.69% 5 Sylvia Claire Wilson Beckman 7.69% 6 George David Wilson 7.69% 7 Bettye Joyce Walker Coats 7.69% 8 Ann B. Trumbly Living Trust 7.69% 9 Kelley D. Cook 7.69% 10 Starla Leigh Burnham 2.56% 11 William Taylor Laughlin Estate 7.69% 12 Rodney Blake Driskill 7.69% 13 Nancy Ogburn Dempsey 7.69% 14 Jarma Dawn Aycox 2.56% 15 David Eugene Burnham 2.56% 100% 3 AVIGATION AND HAZARD EASEMENT WHEREAS, Mary Frances Wilson Burson, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit `B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit `B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and `B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of c- t_,-Q.__ 2_ , 2012. Mary Frances Wilson Burson ACKNOWLEDGEMENT STATE OF CALIFORNIA COUNTY OF ORANGE § BE IT REMEMBERED, that on this d y``S` day of , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Mary Frances Wilson Burson, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Public My commission expires tI_ 7 -'Zc)l GRANTEE: k;1 A L. SPIT COMM. #1907780 NOTARY PUBLIC • CM.IFORNUA ORANGE COUNTY NOV. 7, 2014 CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY 3 THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS 2012. DAY OF Q A-V-, FOR THE CITY ATTORNEY By: Lisa Ag r, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GINAM \GEN \CCIA.Mary Burson.Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd.. Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a I" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -5I" West, 2188.29 feet; Thence North 00 °- 47' .-34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11'-07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the common line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the 9Vh day of 1� 2012. racio O the ra State of Texas License No. 14 l5 Exhibit "A" SCALE: 1=200' TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS LAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 O.R.N.C.T. TRACT 3 91.36 AC. VOLUME 1, PAGES 48 a 49 MISCELLANEOUS LAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUL4E 501, PAGE 228 D R N.C.1 State of Teslas County of Nueces I, Horacio Oliveiro, a Registered Professional Land Surveyor, of LN1/ Inc., do hereby certify thol the foregoing mop was prepared from information of record and from o survey mode on the ground under my direction. It FL PROP EASEMENT 3 £ S 07.11'07" W 1132,89' This the 7 day of Afaf/ 2012. • Horocio Oliveira State of Texas License No. 1415 M.R.N.C.T. I.R. I.P. F0 B.L. AGL PL —ROW— i4fHHFHf4W — PIPE - - EAS — N 00'47'34" W 1120.89' I\k, PROP EASEMENT MAP RECORDS, NUECES COUNTY, TEXAS IRON R00 IRON PIN FOUND BUILDING UNE ABOVE GROUNO LEVEL PROPERTY UNE RIGHT OF WAY SECTION UNE RAX. ROAD TRACKS UNDERGROUND PIPELINE EASEMENT UNE UGHT LANE NOTES - LIGHT LANE PONY OF BECINNIN0 I I FO 1" LP. SW CORNER TRACT 5 91.36 AC. TRACT 0 N am �nm N • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARING.TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES 'A1, B & C. ON FLOOD INSURANCE RATE MAP, COMMUNITY PANEL NUMBER 485464 01650, FEMA IMP OFECRVE DATE OF JULY 18, 1985. PARCEL 3 e 614,318.12 S0. FT., 14.10 AC. • • r X W h EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. F7. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 Sc 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 00 300 400 DATE: MAY 2012 LNV engineers I architects I contractors fleR11 TVA MO DRAWN BY: ORB CHECKED BY: 00 JOB N0. 110205 AVIGATION AND HAZARD EASEMENT WHEREAS, James Fred Ogburn, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit `B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and `B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 INTI NES WHEREOF, the Grantor has hereunto set their hands and seals this day of , 2012. Fred Ogburn ACKNOWLEDGEMENT STATE OF ALABAMA COUNTY OF § BE IT REMEMBERED, that on this 31 may of LIMY , 2012, before me the undersigned, a Notary Public in and for the County and St5te aforesaid, came James Fred Ogburn, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. / Notary Public My commission expires My Commission Expires August 29. 2015 GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY 3 THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS 2012. DAY OF t,t,s, FOR THE CITY ATTORNEY By: ;l') L Lisa Aguilar,iAssistant City Attorney CITY LEGAL DEPARTMENT J: \GINAM \GEN\CCIA.Jamcs Ogburn.Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd.. Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 9136 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast comer of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the common line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Boracio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the h day of 7f'72%/ 2012. acio Oliveira State of Texas License No. 1415 Exhibit "A" R FL tt PROP CASEMENT - a SCALE: 1'=200' 3 07'11'0?" yy 1132.89' TRACT 2 91 .36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. N - 41U, • as rr k' FI V �7 g Z fl R rl 0 1,5 Q ^ w L5W TRACT 3 >3N3 91.36 AC. VOLUME 1, PAGES 48 & 49 (.MISCELLANEOUS '.IAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. State of Texas County of Nueces I, Horacio Oliveiro, a Registered Professional Lend Surveyor, of LNV Inc., do hereby certify thot the foregoing mop was prepored from information of record and from o survey mode on the ground under my direction. CO 84 t0 w 03 Z N 00'47'34" W PROP EASEMENT 1120.89' LIGHT LANE POINT Or BECINNINO j 3 This thetarfq 7 day of /if4V 2012. Horacio Oliveiro Stole of Texas License No. 1415 FAFNO• M.R.K.C.T. F.R. LP. FD 8,1. ACL —P1- -R01V- - PIPE- - EAS — MIP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND BUILDING UNE ABOVE GROUNO LEVEL PROPERTY UNE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS UNDERGROUND PIPELINE EASE1AENT UNE UGHT LANE NOTES FD I" I.P. 50 CORNER TRACT 5 91.36 AC. TRACT • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARING=TEXAS STATE PLANE TEXAS 50UTH ZONE -4205 -NAD 83 • BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES 'Al. B & C. 014 F_000 INSURANCE RATE MAP, COMMUNITY PANEL NUMBER 485464 0165C, FEMA MAP EFFECTIVE DATE OF JULY 18, 1985. • PARCEL 3 614,318.12 S0. FT., 14.10 AC. 1 EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 00 300 400 L 1 DATE: MAY 2012 LNV engineers architects I contractors IMrnw nr w�rw nre ^r w mmmmw DRAWN 6Y: 0136 CHECKED 8Y: DO JOB N0. 110205 s- AVIGATION AND HAZARD EASEMENT WHEREAS, Sylvia Claire Wilson Beckman, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit "B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to. egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of MDy •3 / , 2012. 444 A Syl 9 Claire Wilson Beckman STATE OF TENNESSEE ACKNOWLEDGEMENT COLTNTY OF RUTHERFORD § BE IT REMEMBERED, that on this _3011 day of fr\ , 2012, before me the undersigned, a Notary Public in and for the County and tate aforesaid, came Sylvia Claire Wilson Beckman, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed mix, will the day and year last above written. ,� ‹,(F.‘ SC`, 011 �<<, My commission expires D C �o, <) C) V a' • �c,;.• STATE • ��� ; . OF •N= • TENNESSEE : — �' NOTARY • • • PUBLIC .•�._; GRANTEE: '`If1111111 CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY 3 DEC 16. 2012 THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS DAY OF 2012. FOR THE CITY ATTORNEY By: s` Lisa Aguilar, sistant City Attorney CITY LEGAL DEPARTMENT J: \G1NAM \GEN\CCIA.Sylvia Claire Wilson Beckman.Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume I, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the common line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the - /_= clay of 4,,i4py 2012. rack) O IVe ra ` State of Texas License No. 1415 Exhibit "A" ®Z SCALE: 1'=200' h --- F, TRACT 2 91.36 AC. VOLUME 1, PACES 48 & 49 MISCELLANEOUS MAP RECOROS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. h •1 TRACT 3 91.36 AC. VOLUME 1, PAGES 48 & a9 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS EILE Na 320003 VOLUME 501, PAGE 228 0 RN.C.T. State of Texas County of Nuecee 1, Horocio Oliveira, o Registered Professional Lond Surveyor, of UN Inc., do hereby certify thot the foregoing mop wos prepored from informotion of record and from a survey mode on the ground under my direction. It CL PROP EASEMENT S 07'11'07" w 1132,89' 3 10 N 00'47'34" W 1120.89' I J a F PROP EASEMENT This the 7 day of MI/ 2012. Horocio Oliveira State of Texas License No. 1415 M.R,N.C.T. I.R. I.P. FO B.L. ACL —PL- -R0W — +11+1+4++H4M- — PIPE - - EAS — MAP RECORDS, NUECE5 COUNTY, TEXAS IRON ROD IRON PIN FOUND 81)1LOING EINE ABOVE GROUND LEVEL PROPERTY LINE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS UNDERGROUND PIPELINE EASEMENT UNE LIGHT LANE LIGHT LANE POINT OF BEcRANNN3 I 10 I" I.P. SW CORNER TRACT 5 91.36 AC. TRACT NOTES. • THIS MAP TO ACCOMPANY AEW NOTE DESCRIPTION • SOURCE OF BEARINGeTEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 K1 tit BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES .A1, B & C 014 FLOOD INSURANCE RATE L4AP, COMMUNITY PANEL NUMBER 485464 01650, FELLA MAP EFFECINE DATE OF JULY 18, 1985. • PARCEL 3 a 614,318.12 50. FT., 14,10 AC. c c X W EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N,C.T. 0 2 00 400 r I DATE. MAY 2012 LNV engineers I architects I contractors DRAWN BY: ORB CHECKED BY: DO JOB N0. 110205 AVIGATION AND HAZARD EASEMENT WHEREAS, Bettye Joyce Walker Coats, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit "B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit `B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of tam# ,2012. Bettye Joy e Wa er toats ACKNOWLEDGEMENT STATE OF GEORGIA § COUNTY OF HARALSON § BE IT REMEMBERED, that on this / ,a—day of A, , 2012, before me the undersigned, a Notary Public in and for the County Id State aforesaid, came Bettye Joyce Walker Coats, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. e• �, 1 a` ^� �' • V V . 0,9 •p • • �� i�'�ONp OJ s Notary Publ% My commission expires /12 c '.� it f GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY 3 THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS S1-1— DAY OF U 1 2012. By: FOR THE CITY ATTORNEY oC�L Lisa A ui , Assistant City Attorney CITY LEGAL DEPARTMENT J:AGINAM \GEN \CCI A.Bettye Coats. Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd.. Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract or land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88°-34'-5 1" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the common line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of /Wily 2012. acio011ve3ra State of Texas License No. 1415 Exhibit "A" SCALE: 1'=200' S 07'11'07" 1y 1132.89' Pt PL PROP EASEMENT TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. n •1 TRACT 3 91.36 AC. VOLUME I, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY. TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D R N.C.T. State of Texas County of Nieces I, Horacio Oliveiro, a Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing map was prepored from information of record and from a survey made on the ground under my direction. M .074 This the 7 day of Afe, 2012. Horacio Oliveira State of Texas License No. 1415 M.R.N.C.T. I.R. I.P. FO 8.L. AGL —PL —ROW 111H1++Hi111- - PIPE- - EAS — N 00'47'34" W 1120.89' PROP EASEMENT f� \ MAP RECORDS, NUECES COUNTY. TEXAS IRON ROD IRON PIN FOUND BUILDING UNE ABOVE GROUND LEVEL PROPERTY UNE RIGHT OF WAY SECTION UNE RML ROAD TRACKS UNDERGROUND PIPELINE EASEMENT UNE UGHT LANE i LIGHT LANE 11 POINT OF BEGINNING I NOTES FO 1" I.P. SW CORNER TRACT 5 91.36 AC. TRACT • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF 8EARINC=TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES 'A1, 8 & C' 014 FLOOD INSURANCE RATE MAP, COMMUNrTY PANEL NUMBER 485464 01650, FEMA MAP EFFECTIVE DATE OF JULY 18, 1985. • PARCEL 3 a 614,318.12 S0. FT., 14.10 AC. R a~ 3N u = Z CD Lil Q Q v F1 r< EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT• 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 2 300 400 DATE: MAY 2012 LNV engineers I architects 1 contractors w01 l01.111 164•70110 wsaa DRAWN BY: ORB CHECKED BY: DO JOB N0. 110205 g AVIGATION AND HAZARD EASEMENT WHEREAS, Ann B. Trumbly and William D. Trumbly, Trustees under the Ann B. Trumbly Living Trust, an Oklahoma Trust, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit `B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating At or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors. and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of 2012. Ann B. Trumbly and William D. Trum , Trustees under the Ann B. Trumbly Living Trust, an Oklahoma Trust ACKNOWLEDGEMENT STATE OF OKLAHOMA COUNTY OF OKLAHOMA § BE IT REMEMBERED, that on this ?Pt day of 4'k m—A , 2012, before me the undersigned, a Notary Public in and for the County and State Aforesaid, came Ann B. Trumbly and William D. Trumbly, Trustees under the Ann B. Trumbly Living Trust, an Oklahoma Trust, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Public Mbs My commission expires P" o.rx� 3 SILL FINNEY Notary Pubk Stab of Oklahoma Commission • 12002219 My Commission Eying Mar 7.2016 1 GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS `b DAY OF `""`-s^-- 2012. FOR THE CITY ATTORNEY By: Lisa Agu , Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEN \CCIA.Ann Trumbly.Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd.. Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 000- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the conunon line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the _,h day of /Way 2012. rack) 0 veIra State of Texas License No. 1415 Exhibit "A" R Pt SCALE: 1"=200' FL Cl PROP EASEMENT S 07'11'07" W ;132.89' R TRACT 2 91.36 AC. VOLUME 1, PACES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. R TRACT 3 91.36 AC. VOLUME 1, PAGES 48 Li 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. State of Texas County of Nueces I, Horacio Oliveiro, a Registered Professional Lond Surveyor, of LNV Inc., do hereby certify that the foregoing map was prepared from information of record and from a survey mode on the ground under my direction. N r0 PARCEL 3 14.10 ACRES 1a/ co 2 N 00'47'34 PROP EASEMENT This the 9' cloy of Ma 2012. Horacia Oliveiro State of Texos License No. 1415 W 1120.89' \ __/5/3 £ 11.8.N.0.T. MAP RECORDS, NUECES COUNTY, TEXAS I.R. I.P. FO 8.1. ACL —PL — —ROW -- 1-111114444+144- - PIPE - - EAS IRON ROD IRON PIN FOUND BUILDING UNE ABOVE GROUND LEVEL PROPERTY UNE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS UNDERGROUND PIPELINE EASEMENT UNE LIGHT LANE LIGHT LANE POINT OF BECINNINO FD I" I.P. SW CORNER TRACT 5 91-36 AC. TRACT NOTES- • • TN15 MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARINC,ATEXAS STATE PLANE TEXAS SOLIDI ZONE -4205 -NAD 83 BY GRAPHIC PLOTTING ONLY, 11415 PROPERTY 15 1N ZONES 'A1, B & C" ON FLOOD INSURANCE RATE MAP, COMMUNITY PANEL NUIIBER 485464 0165C, FEMA MAP EFFECTNE DATE OF JULY 18, 1985. PARCEL 3 = 614,318.12 50. FT., 14.10 AC. R • • 10 4.1 ee seee X W EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R,N,C.T. 0 2 400 I DATE: MAY 2012 LOW engineers I architects 1 contractors 101^.0 1.1041100 110 00111 01 F01111 4.1.110 DRAWN BY: ORB CHECKED BY: 00 JOB NO. 110205 AVIGATION AND HAZARD EASEMENT WHEREAS, Kelley D. Cook, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit "B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of ct 30 , 2012. h Kelley D. C ok ACKNOWLEDGEMENT STATE OF ALABAMA § COUNTY OF JEFFERSON § BE IT REMEMBERED, that on this ° day of v" ` , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Kelley D. Cook, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Noy Public JAMES G. ALLAN ALABAMA STATE AT LARGE My commission expires TERM 08/29/2011 TO 08/29/2015 GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager 3 ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS 2012. By: DAY OF C, FOR THE CITY ATTORNEY Lisa Aguilar, istant City Attorney CITY LEGAL DEPARTMENT J: \GINAM \GEN \CCIA.KeIIy Cook.Revised 5- 23- 2012.doc 4 LNV, inc. 801 Navigation Blvd.. Suite 200 Corpus Christi. Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volurne I, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 000- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the common line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of laud. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the 7G day of �((,f 2012. raeio 011Yeira State of Texas License No. 1415 Exhibit "A" FL Pt FL PROP EASEMENT 3 SCALE: 1'=200' S 07.11,07, W 1132.89' rL TRACT 2 91.36 AC. VOLUME I, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PACE 228 D.R.N.C.T. TRACT 3 91.36 AC. VOLUME 1, PAGES 48 & 49 I.IISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., do hereby certify thot the foregoing mop was prepared from information of record and from o survey made on the ground under my direction. 6: Lu 01 40 t0 Z N 00.47'34" W PROP EASEMENT This the 9 day of /4'% 2012. s Horocio Oliveira Stote of Texas License No. 1415 M.R.N.C.T. I.R. I.P. FD 8.L. ACL PL —ROW— +H+4144144444- - PIPE- - HHFH+FN4H—PIPE- - EAS MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND BUILDING UNE ABOVE GROUND LEVEL PROPERTY UNE RICHT OF WAY SECTION UNE RAIL ROAD TRACKS UNDERGROUND PIPEUNE EASEMENT UNE LICHT LANE LIGHT LANE POINT OF BEGINNINO I r.+ t FO 1" I.P. SW CORNER TRACT 5 91.36 AC. TRACT NOTES. • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARING=TEXAS STATE PLANE TEXAS SOUTH ZONE-4205—NAD 83 -et cci m N BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES 'A1, 8 & C ON FL000 INSURANCE RATE MAP, COMMUNITY PANEL NUMBER 485464 0165C, FEMA MAP EFFECTIVE DATE OF JULY 18, 1985. PARCEL 3 614,318.12 SO. FT., 14.10 AC. _ fn 2 (n CD W 2 Z W Q T— v 1— ln F, Exhibit "B" EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 2Q0 300 400 DATE: MAY 2012 LNV engineers I architects I contractors 1=v4.4 nmaa Ypae DRAWN BY: ORB CHECKED BY: DO JOB N0. 110205 /12 AVIGATION AND HAZARD EASEMENT WHEREAS, Rodney Blake Driskill, Individually and as Personal Representative of the Estate of Floye Burnham Driskill, deceased, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit `B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of ct. , 2012. Rodney Bl e Driskill, Individually and as Personal Representative of the Estate of Floye Burnham Driskill, deceased ACKNOWLEDGEMENT STATE OF ALABAMA § COUNTY OF S\-\4 \b j § BE IT REMEMBERED, that on this 4VIN day of J �� , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Rodney Blake Driskill, Individually and as Personal Representative of the Estate of Floye Burnham Driskill, deceased, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Public My commission expires \ - ,Dg GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager 3 ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS 2012. By: 8L DAY OF FOR THE CITY ATTORNEY Lisa Aguilar, sistant City Attorney CITY LEGAL DEPARTMENT J: \G1NAM \GEN \CCIA.Rodney Driskill.Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast comer of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 ° -34' -5 I" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest comer of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the cotnttton line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest comer of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the — day of /1/72;fy 2012. raclo 0 ve State of Texas License No. 14 l 5 Exhibit "A" FL Fl Fl PROP EASEMENT SCALE: 1'=200' l ' S 07'11'07" ty 1132,89' TRACT 2 91.36 AC. VOLUME 1, PACES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS F1LE N0. 320003 VOLUME 501, PACE 228 D.R.N.C.T. tt Fr TRACT 3 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D N,C.T. State of Texas County of Nueces I, Horocio Oliveiro, a Registered Professional Lond Surveyor, of LNV Inc., do hereby certify that the foregoing map wos prepared from information of record and from a survey mode on the ground under my direction. 3 a �R ECTION LINE 8" AIR LIO ASUNE ENTERPRISE PETRO PIPELINE N 00'47'34" W 1120.89' yinPROP EASEMENT This the % doy of Aid 2012. Horocio Oliveira State of Texas License No. 1415 M.R.N.C.T. I.R. I.P. FD B,L. ACL —PL- - ROW HIHHHHHI- -PIPE - - EAS — MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON P114 FOUND BUILDING UNE ABOVE GROUND LEVEL PROPERTY UNE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS UNDERGROUND PIPEUNE EASEMENT UNE LIGHT LANE F LIGHT LANE POINT OF BEGINNING I I NOTES' FO 1" I.P. SW CORNER TRACT 5 91.36 AC. TRACT • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTIO! • SOURCE OF BEARING..TEXAS STATE PLANE TEXAS SOUTH ZONE-4205-14AD 83 BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES 'A1, B & C ON FLOOD INSURANCE RATE MAP, COMMUNITY PANEL NUMBER 485464 0165C, FEMA MA' EFFECTfVE DATE Of JULY 18, 1985. PARCEL 3 a 614,318.12 SQ. FT., 14.10 AC. da da X W R EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 20:61.11Z0 400 DATE: MAY 2012 LNV engineers I architects I contractors •wvicea DRAWN BY: ORB CHECKED BY: DO JOB NO. 110205 13 AVIGATION AND HAZARD EASEMENT WHEREAS, Nancy Ogburn Dempsey, hereinafter called the "Grantor," is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit "B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of l7.kVt.9L , 2012. Qn U Nancy Ogbuiln De psey STATE OF GEORGIA COUNTY OF PAULDING ACKNOWLEDGEMENT BE IT REMEMBERED, that on this day of TWAL. , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Nancy Ogburn Dempsey, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. • VAl1,ala WtOIO Notary Public My commission expires 10 -30 -12 MICHELLE VANSCIVER NOTARY PUBLIC FLOYD COUNTY, GEORGIA My Commission Expires 10 -30 -12 GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY 3 THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS _ DAY OF , 2012. By: FOR THE CITY ATTORNEY Lisa Agui , Assistant City Attorney CITY LEGAL DEPARTMENT J: \GINAM \GEN \CCIA.Nancy Ogburn Dempsey.Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume I, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right-of-way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the cornmon line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the i day of 4��7L,/ 2012. recto 0 ve1ra State of Texas License No. 1415 Exhibit "A" SCALE: 1'=200' TRACT 2 91.36 AC. VOLUME I, PACES 48 & 49 MISCELLANEOUS MMP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R,N.C.T. FL TRACT 3 91,36 AC. VOIUAIE 1, PACES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 0.9.9.0.1. State of Texas County of Nueces I, Horocio Oliveira, o Registered Professional Land Surveyor, of LIN Inc.. do hereby certify that the foregoing map was prepared from information of record and from o survey mode on the ground under my direction. Pt FL PL PROP EASEMENT R 3 S °7.11'"' w 1132.89' to z N 00'47'34" W LIGHT LANE 11 POINT OF BEGINNING I A- , 740 This the 9 day of May 2012. Horacio Oliveira Stole of Texas License No. 1415 LEND M.R.N.C.T. I.R. I.P. FD B.L. AGL PL- - ROW -- +H41444444444- —PIPE- - EA5— PROP EASEMENT MAP RECORDS, NUECES COUNTY, TEXAS IRON R00 IRON PIN FOUND BUILDING UNE ABOVE GROUND LEVEL PROPERTY UNE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS UNOERGROUNO PIPELINE EASEMENT UNE UGHT LANE NOTES - (0 1' I.P. SW CORNER TRACT 5 91.36 AC. 1RACT • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIP11ON • SOURCE OF BEARING=TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES 'AI, 8 & C. ON FLOOD INSURANCE RATE MAP, COMMUNITY PANEL NUMBER 485464 01650, FEMA MAP EFFECTIVE DATE OF JULY 18. 1985. PARCEL 3 a 614,318.12 50. FT., 14.10 AC. R EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 2 300 400 DATE: MAY 2012 LNV engineers I architects I contractors OPISCRIAD collik. Moan* not roma atom r1.K00� DRAWN BY: 098 CHECKED BY! DO JOB N0. H0205 /4 AVIGATION AND HAZARD EASEMENT WHEREAS, Jarma Dawn Aycox, Individually and as Personal Representative of the Estate of Jeanette S. Burnham, deceased, hereinafter called the "Grantor," is the owner of an undivided 3.68 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit "B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes. dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of I sr. , 2012. Jarm /b awn Aycox, Individually and Personal Representative of the Estate of Jeanette S. Burnham, deceased ACKNOWLEDGEMENT STATE OF FLORIDA COUNTY OF ESCAMBIA § 5+- BE IT REMEMBERED, that on this day of Son K; , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Jarma Dawn Aycox, Individually and as Personal Representative of the Estate of Jeanette S. Burnham, deceased, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. AL. AO Notary Pu. is My commission expires J ut.11 901'1 GRANTEE: r��� ••`ae4. MEGAN C. aus • • * YY COMMISSION 4 EE 008089 EXPIRES: July 12, 2014 +'FFoe Baidld Thu Budge! Npbry SNMCM CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager 3 ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] i-J-U APPROVED AS TO LEGAL FORM, THIS 1 DAY OF 2012. By: FOR THE CITY ATTORNEY Lisa Aguilar, Assiut City Attorney CITY LEGAL DEPARTMENT J: \G1NAM \GEN \CC1A.Jarma Aycox.Revised 5- 23 -20I 2.doc 4 LNV, Inc. 801 Navigation Blvd.. Suite 200 Corpus Christi. Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume I, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88°- 34' -51" West, 2188.29 feet; Thence North 000- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast corner of the tract herein described; Thence South 07 °- 11' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the common line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the -� day of /1,1‘79/ 2012. racio Oliveira State of Texas License No. 1415 Exhibit "A" ®Z SCALE: 1'=200' rl 0 TRACT 2 91.36 AC. VOLUME 1. PACES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PACE 228 D.R.H.C.T. TRACT 3 91 .36 AC. VOLUME 1, PAGES 48 ft 49 1.IISCEELANEOUS 1148 RECORDS NUECES COUNTY, TEXAS CLERKS 1111 N0. 320003 VOLUME 501, PAGE 228 DR N.C.T State of Texas County of Nieces Horocio Oliveira, o Registered Professional Land Surveyor, of U1IV Inc., do hereby certify that the foregoing map was prepored from information of record and from o survey mode on the ground under my direction. F fl rl Pt PROP EASEMENT S 07' f 1'07" W 1132.89' ENTERPRISE PETRD/1 PIPELINE N 00'47'34" W 1120.89' I t� _7/-3 PROP EASEMENT This the g _ day of Andy 2012. ceAlLetitt Horocio Oliveira State of Texos License No. 1415 .R.N.C.T. I.R. I.P. f0 B.L ACL ABOVE GROUND LEVEL —pi— PROPERTY UNE —Row— RIGHT Of WAY SECTION UNE 14144414-14144- RLIL ROAD TRACKS —PIPE— UNOERGROUNO PIPEUNE — EAS— EASEMENT UNE UC45 LANE AAP RECORDS, NUECES COUNTY. TEXAS IRON ROD IRON PIN FOUND 811ILIXNG LINE 1 LIGHT LANE POINT OF BEGINNING FD 1' I.P. SW CORNER TRACT 5 91.36 AC. TRACT 1 NOTES • THIS AAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF 8EfRING.TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 BY GRAPHIC PLOTTING ONLY, MI5 PROPERTY IS IN ZONES 'A1, B & C' ON 41.000 INSURANCE RATE ANP, COMMUNITY PANEL H18ABER 485464 01650, 1E1.IA MAP EFPECT14E DATE OF JULY 18, 1985. PARCEL 3 -• 614,318.12 50. Fr., 14.10 AC, _Pl EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,31 8. 12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 _ 200 400 DATE: MAT 2012 LNV engineers I architects contractors rM IwIw,6 DRAWN BY: ORB 0HE0KE5 BY: DO JOB NO 110205 /g AVIGATION AND HAZARD EASEMENT WHEREAS, David Eugene Burnham, hereinafter called the "Grantor," is the owner of an undivided 3.68 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, more particularly described as follows: See Attached Exhibit "A" (Legal Description) hereinafter called "Grantors' property," and outlined on the Attached Exhibit `B" (Plat); NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby grant, bargain, sell, and convey unto the City of Corpus Christi, Texas, hereinafter called the "Grantee," its successors and assigns, for the use and benefit of the public, an easement and right -of -way, appurtenant to Corpus Christi International Airport, hereinafter called "CRP," for the unobstructed use and passage of all types of aircraft (as hereinafter defined), in and through the airspace above Grantors' property above an imaginary plane rising and extending in a generally northerly direction over Grantors' property, said imaginary plane following the Above Ground Level (AGL) contours shown on the plat in attached Exhibit "B ". Said easement shall be appurtenant to and for the benefit of the real property now known as CRP including any additions thereto wherever located, hereafter made by the Grantee or its successors and assigns, guests, and invitees, including any and all persons, firms, or corporations operating aircraft to or from the airport. Said easement and burden, includes the right to cause in all airspace above or in the vicinity of the surface of Grantors' property such noise, vibrations, fumes, deposits of dust or other particulate matter, fuel particles (which are incidental to the normal operation of said aircraft), fear, interference with sleep and communication caused by the operation of aircraft over or in the vicinity of Grantors' property or in landing at or taking off from, or operating at or on said CRP is hereby granted; and Grantors do hereby fully waive, remise, and release any right or cause of action which they may now have or which they may have in the future against the Grantee, its successor and assigns, due to such noise, vibrations, fumes, dust, and fuel particles caused by the operation of aircraft landing at, or taking off from, or operating at or on said CRP. As used herein, the term "aircraft" shall mean any and all types of aircraft, whether now in existence or hereafter manufactured and developed, to include, but not limited to, jet aircraft, propeller driven aircraft, civil aircraft, military aircraft, commercial aircraft, helicopters, and all types of aircraft or vehicles now in existence or hereafter developed, regardless of existing or future noise levels, for the purpose of transporting persons or property through the air, by whoever owned or operated. 1 The easement and right -of -way hereby grants to the Grantee, the continuing right to prevent the erection or growth upon Grantors' property of any building, structure, tree, or other object, extending into the airspace above the aforesaid imaginary plane, and to remove from said airspace, or at the sole option of the Grantee, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other objects now upon, or which in the future may be upon Grantors' property, together with the right of ingress to, egress from, and passage over Grantors' property for the above purpose. And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any structure in the avigation easement, which creates a Runway Protection Zone that is an airport hazard or which might create glare or misleading lights or lead to the construction of residences, fuel handling and storage facilities, or smoke generating activities; and the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns further agree they will not permit places of public assembly upon Grantors' property, such as, churches, schools, office buildings, shopping centers, restaurants, child care facilities, stadiums, and other incompatible land uses as defined in FAA Advisory Circular AC 150/5300 -13 and all subsequent changes. Said Runway Protection Zone, contained within the avigation easement, is identified in the attached Exhibits "A" and "B ". And for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said avigation easement, drilling rigs or other equipment utilized to transport, explore for or produce oil, gas and other minerals, that breaks the plane following the Above Ground Level as described in Exhibit A shall not be installed or constructed upon Grantors property. AND for the consideration hereinabove set forth, the Grantors, for themselves, their heirs, administrators, executors, successors, and assigns, do hereby agree that for and during the life of said easement and right -of -way, they will not hereafter erect, permit the erection or growth of, or permit or suffer to remain upon Grantors' property any building, structure, tree, or other object extending into the airspace above the aforesaid imaginary plane, and that they shall not hereafter use or permit or suffer the use of Grantors' property in such a manner as to create electrical interference with radio communication between CRP and others, or use or permit the use of Grantors' property in such a manner as to create interference with radar systems or similar aircraft tracking systems used at CRP, or to permit any use of the Grantors' land so as to impair visibility in the vicinity of CRP or as otherwise to endanger the landing, taking off or maneuvering of aircraft. TO HAVE AND TO HOLD said easement and right -of -way and all rights appertaining thereto unto the Grantee, its successors, and assigns, until said CRP shall be abandoned and shall cease to be used for public airport purposes. It being understood and agreed that the aforesaid covenants and agreements shall run with the land and shall be binding upon the heirs, administrators, executors, successors, assigns of the Grantors until said CRP shall be abandoned and cease to be used for public airport purposes. 2 IN WITNESS HEREOF, the Grantor has hereunto set their hands and seals this day of c/ a , 2012. _ David dtene Burnham ACKNOWLEDGEMENT STATE OF MINNESOTA § COUNTY OF RAMSEY § BE IT REMEMBERED, that on this day of WAN , 2012, before me the undersigned, a Notary Public in and for the County and Slate aforesaid, came David Eugene Burnham, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year la above .� I 1 AM La a ► Pub�� My commission expires 1 13 I (12() 1 r GRANTEE: LORENA AGUILAR NOTARY PUBUC - MINNESOTA MY COMMISSION EXPIRES 01/31116 CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY 3 THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] APPROVED AS TO LEGAL FORM, THIS 2012. DAY OF FOR THE CITY ATTORNEY By: Lisa Aguil ssistant City Attorney CITY LEGAL DEPARTMENT .I: \GINAM \GEN \CCIA.David Burnham.Revised 5- 23- 2012.doc 4 LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 14.10 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: Beginning at a point for the southwest corner of said Tract 2, the southeast comer of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 1120.89 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 626.84 feet to a point for the northeast comer of the tract herein described; Thence South 07 °41' -07" West, a distance of 1132.89 feet to a point in the south line of said Tract 2 and the north line of said Texas Mexican Railroad for the southeast corner of the tract herein described; Thence South 88 °- 35' -43" West, along the common line of said Tract 2 and said Texas Mexican Railroad, a distance of 469.61 feet to a point for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 14.10 (614,318.12 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the _,� day of /flay 2012. acio 0 vel'ra State of Texas License No. 1415 Exhibit "A" ® SCALE: 1'200' R FL TRACT 2 91.36 AC. VOLUME 1, PACES 48 B 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. rt TRACT 3 91.36 AC. VOLUME 1. PACES 48 h 49 MISCELLANEOUS LIAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N,C.T. State of Texas County of Nueces I, Horocio Oliveira, a Registered Professional Land Surveyor, of LW Inc., do hereby certify thot the foregoing mop was prepared from information of record and from a survey mode on the ground under my direction. 0 R R — PL Dl PROP EASEMENT S 07'11'07" R Pl 3 £ 1132.8g, N 00'47'34" W 1120.89' I 1 y3 £ PROP EASEMENT 740 This the 9 doy of Ay 2012. Horocio Oliveiro State of Texas License No. 1415 I.R. I.P. FD B.L. ACL PL- -ROW— tNNOINN1I — PIPE —EAS— MAP RECORDS, NUECES COUNTY, TEXAS IRON ROO IRON PIN FOUND BUILDING UNE ABOVE GROUND LEVEL PROPERTY UNE RICHT OF WAY SECTION UNE RAIL ROAD TRACKS UNDERGROUND PIPEUNE EASEMENT UNE UGHT LANE NOTES I LIGHT LANE POINT OF BEGINNING I I 3 9` ai in na �, n ao m� ba N FD 1" I.P. SW CORNER TRACT 5 91.36 AC. TRACT • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARINCaTEXAS STATE PLANE TEXAS SOUTH ZONE-4205-11AD 83 BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONES ',41, 8 & C' ON FLOOD INSURANCE RATE MAP, COMMUNITY PANEL NUMBER 485464 0165C, FEMA MAP EFFECTIVE DATE OF JULY 18, 1985. • PARCEL 3 •• 614,318.12 SO. FT., 14,10 AC. --- R — EXHIBIT OF MAXIMUM PERMITTING BUILDING HEIGHT ABOVE GROUND LEVEL PARCEL NO. 3 AREA=614,318.12 SQ. FT. 14.10 AC. REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 Sc 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PACE 228, D.R.N.C.T. 0 2 300 400 DATE: MAY 2012 LNV engineers I architects] contractors ;At �rw•w 1wiwlr ,■x41111• ,u DRAWN BY: ORB CHECKED BY: DO JOB NO. 110205 DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension /Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Mary Frances Wilson Burson, 19731 Seashore Circle, Huntington Beach, Orange County, State of California, 92648 -3037, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for J: \GEN\DEEDS \CCIA.Mary Frances Burson.Revised.doc Page I of 4 the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and/or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of ,2012. ' ,a"JJlcw'c_70'r101(Nt V't-✓ Mary Frances Wilson Burson ACKNOWLEDGEMENT STATE OF CALIFORNIA § COUNTY OF ORANGE § R TA L. SPIRA COMM. #1907780 NOTARY PUa.IC • CALIFORNIA ORANGE COUNTY 7 14 . NOV_ �._.. BE IT REMEMBERED, that on this a `" day of '-)"1-'-r'-‘‹, , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Mary Frances Wilson Burson, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Public My commission expires 1 (' - 2-0 I Lt-- ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. J: \GEN\DEEDS \CCIA.Mary Frances Burson.Revised.doc Page 2 of 4 GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN \DEEDS \CCIA.Mary Frances Burson.Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS 7(L- DAY OF By: FOR THE CITY ATTORNEY Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEMDEEDS \CCIA.Mary Frances Burson.Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi. Texas 78408 Field Note Description for a 0.68 are tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Voluine 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 451.20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the ease line of said Tract 2 and the west tine of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County ofNucces 1, Dorado Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the L7/ day of Q'Gl 2012. Hor Oliveira State of Texas License No. 14 15 Exhibit "A" ®Z PL PL PL SCALE: 1"=200' TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. State of Texas County of Nuecee I, Horacio Oliveira, a Registered Professional Lond Surveyor, of LNV Inc., do hereby certify that the foregoing mop was prepared from information of record and from o survey mode on the ground under my direction. PL PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS OLE NO. 320003 VOLUME 501, PAGE 228 O.R.N,C.T. TRACT 3 91.36 AC. VOLUME I, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS OLE NO, 320003 VOLUME 501, PAGE 228 D.R.N. C.T. This they doy of Hely 2012. orocio Oliveirar State of Texos License No. 1415 1 FfFNn. M.R.N.0 T. I.R. I.P. FD P1 ROW PL PL S 00'47'23" E 40.00' N 88'39'16" E 406.98' 0.68 ACRES S 67'35'46" E 136.57' / / PL P / S 88'39'16" 415.00' / / N 8200. 101' E 200.' \'W/ N 00'47'34" W 40.00' PL PL 8' AIR LIQUIDE \ GASUNE MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PN FOUND PROPERTY UNE RIGHT OF WAY SECTION UNE 11111111111 RAIL ROAD TRACKS —PIPE— UNOERGROUND PIPELINE SOL/HOARY OF LAND TO BE ACQUIRED N 67'35'46" WI 136.57' S 88'39'16" W 191.99' POINT OF BEGINNING N 00'47'34' 11 451.20 PL 91 ENTERPRISE PETRO PIPELINE 1 NOTES: O T -SECTION LINE nm _ mN to FD I' I.P. SW CORNER OF TRACT 5 91.36 AC. TRACT • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION SOURCE OF BEARING -TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 AREA 29,742.38 50. FT., 0.68 AC. THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE B OF 1HE TITLE COMMITMENT PROADE0 8Y THE CITY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES). 4 M L a Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228, O.R.N.C.T, 0 200 300 400 DATE: MAY 2012 LNV engineers I architects 1 contractors nrr ° wr 4.4 w LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V.M. Doiiigan 456.80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 880- 35'•04" West, 2920.80; Thence North 000- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence Nortlt 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the common boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of MAY-c/ 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "C" PL PL SCALE: 1--,200' PL - PL - TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELIANEOUS AAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. PL PL TRACT 2 91 .36 AC. VOLUL.IE 1. PAGES 48 & 49 LRSCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUI.IE 501, PAGE 228 D.R. N.C.T. State of Texas County of Nuecee 1, Horocio Oliveira, 0 Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing mop was prepored from information of record and from a survey mode on the ground under my direction. This the / • doy of 4 2012. Horocio Oliveira Stote of Texos License No. 1415 PL PL LEGEND* M.R.N.C.T. I.R. I.P. FO PL PL UNRECORDED ROAD OESIGN DRAWINGS PROVIDED DY CITY 0.19 ACRES\ N 88'39'16" E 209.81' PL A=07'46'35" R=312.94' T=21.27' L=42.47' N 00'47'23" W 40.00' PL PL ROW HOPKINS RD RCN/ S 88'39'16" W 196.01' PONT OF BEGINNING N 0047'23' 0 395.44' PL IMP RECORDS, NUECES COUNTY, TEXAS IRON ROO IR014 PIN FOUND PL-- PROPERTY UNE — ROW— RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS BOUNDARY OF LAND TO BE ACQUIRED — PIPE— P` III 3 0 FD I I.P, SLY CORNER OF TRACT 5 91.35 AC. TRACT NOTES. • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARING -TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA - 8,096.08 S0. FT., 0.19 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED 114 THE SCHEDULE B OF THE TIRE COMMRMENT PROVIDED 8Y THE CRY OF CORPUS CHRISTI (GUARANTY TIRE SERVICES). Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers I architects I contractorst «: "" :. .eI DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension/Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, James Fred Ogburn, 927 Timber, Oxford, County, State of Alabama, 36203 -2144, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for J : \GEN\ DEEDS \CCIA.JamesOgbum.Rcvised.doc Page 1 of 4 the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and /or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this . day of s/3 /7 ,2012. s Fred Ogburn ACKNOWLEDGEMENT STATE OF ALABAMA COUNTY 0 BE IT REMEMBERED, that on this 3 /day of `'?( Y , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came James Fred Ogburn, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Public My Commission Expires August 29. 2015 My commission expires J: \G EN\ DEEDS \CCI A. JamesOgburn. Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J:AGEN\ DEEDS \CCIA.JamesOgburn.Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS 5Alk- DAY OF By: FOR THE CITY ATTORNEY Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEMDEEDS \CCIA.JamesOgbum. Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a I" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -5I" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 451.20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the southeast comer of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT 01? BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nucccs 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the L71 day of 2012. Horatio Oliveira State of Texas License No. 1415 Exhibit "A" KI.,!)1Z PL PL SCALE: 1"=200' PL PL Pl TRACT 2 91.36 AC. VOLUME 1, PAGES 48 te 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. State of Texas County of Nuecea 1, Horocio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing map was prepared from information of record and from o survey made on the ground under my direction. PL PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS 1.1AP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T_ TRACT 3 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. This the 9" doy of At)" 2012. Horocio Oliveira - State of Texas License No. 1415 ( F LEGEND' M.R.N.C.T. I.R. I.P. FD PL PL S 00'47'23" E 40.00' N 88'39'16" E 406.98' 0.68 ACRES S 67'35'46" E 136.57' N 88'39'16" E 200.01' N 00'47'34" W 40.00' PL PL P1 S 88'39'16" 415.00' �N 67'35'46" W 136.57' 8' AIR LIQUIDE GASLINE PL S 88'39'16" W 191.99' 1y o POINT OF BEGINNING _ 14 00'47'34' 5! 451.20 PL RL ENTERPRISE PETRO PIPEUNE MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON P64 FOUND PROPERTY UNE ROW— RIGHT OF WAY SECTION UNE 111(11111H RAIL ROAD TRACKS PIPE— UNOERGROUND PIPEUNE BOUNDARY OF LAND TO BE ACQUIRED NOTES: FD 1' LP. SW CORNERTRACT 5 911.J6.36AC. TRACT SECTION LINE • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARING—TEXAS STATE PLANE TEXAS SOUTH 20K-4205—RAD 83 • AREA •• 29,742.38 SQ. FT., 0.68 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE B OF THE 1TILE COMMITMENT PROVIDED BY THE CRY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES), Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineer I architects I contractors LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No, 320003, Volutne 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract I, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V.M. Donigan 456.80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a l" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest comer of the tract herein described and for the POINT OF BEGINNING; Thence Nortlt 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the common boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certifyy that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of J ey.G� 2012. Horatio Oliveira State of Texas License No. 1415 Exhibit "C" P PL PL SCALE: 1 "=200' PL PL TRACT 1 91.36 AC, VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FRE N0. 320003 VOLUME 501, PAGE 228 O.R.H.C.T. PL PL TRACT 2 91.36 AC. VOLUME 1. PAGES 48 & 49 MISCELLANEOUS !AAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE 140. 320003 VOLUI.E 501, PAGE 228 D.R.N.C.T_ State of Texas County of Nuecee I, Horocio Oliveiro, o Registered Professionol Land Surveyor, of LNV Inc., do hereby certify that the foregoing map was prepared from informotion of record and from o survey mode on the ground under my direction. This the 91".!-4 day of /94a {/ 2012. Horocio Oliveira Slate of Texas License No. 1415 PL PL LEGEND' M.R.N.C.T. I.R. I.P. FD PL PL PL UNRECORDED ROAD DESIGN DRAWINGS PRONGED DY CRY A=07'46'35" R=312.94' T=21.27' L=42.47' 0.19 ACRES N 88'39'16" E 209.81' N 00'47'23" W 40.00' PL PI. ROW HOPKINS RD ROW S 88'39'16" W 196.01' PONT OF BEGINNING 14 00'47'23 W 395.44' PI� PL LAP RECOROS, NUECES COUNTY, TEXAS IRON ROO IRON PIN FOUND PROPERTY UNE RIGHT OF PAY SECTION UNE RAIL ROAD TRACKS BOUNDARY OF 1ANO TO RE ACOUIRED PD 1' LP. 50 CORNER OF TRACT 5 91.35 AC. TRACT NOTES' • • • _ O 1'- M M z W — THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION SOURCE OF BEARINGeTEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 AREA - 6,096.08 SO. FT., 0.19 AC. THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE B OF THE TTTLE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TIRE SERVICES). CO cu u a Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 do 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers f architects contractors ror 5 DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension /Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Sylvia Claire Wilson Beckman, 706 Prince Edward Court, Murfreesboro, Rutherford County, State of Tennessee, 37130 -5604, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and «D„ Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for J: \GEN\DEEDS \CCIA.Sylvia Beckman.Revised.doc Page I of 4 the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and /or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of that' 3 ) ,2012. C � 014/6 41 is Claire Wilson Beckman ACKNOWLEDGEMENT STATE OF TENNESSEE COUNTY OF RUTHERFORD BE IT REMEMBERED, that on this -j ( day of rn C V , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Sylvia Claire Wilson Beckman, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Cir\ 61-141 Notary Public' My commission expires Le( ( ` (D, J b l J • Or •N • TENNESSEE NOTARY • "y••. PU3Li:; .• `� �:, . `0∎100011,,,,, J: \GEN\DEEDS \CCIA.Sylvia Beckman.Re iWeki.ci C'" = 1, i:,(i ":,11. s DEC 16, 2012 Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN \DEEDS \CCIA.Sylvia Beckman.Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS DAY OF FOR THE CITY ATTORNEY By: �CJN u Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEMDEEDS \CCIA.Sylvia Beckman.Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd.. Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 45I.20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 000- 47'43" East, with the common boundary line of said Tract I and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136,57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nucccs 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the 1TLL. day of 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "A" PL PL SCALE: 1"=200' TRACT 2 91.36 AC. VOLUME I. PAGES 48 & 49 MISCELLANEOUS ANP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. N 7 o a < rc IIII_Pl PL PL > N State of Texas County of Nueces I, Horocio Oliveira, o Registered Professionol Lond Surveyor, of LNV Inc., do hereby certify that the foregoing mop wos prepored from information of record and from a survey made on the ground under my direction. PL TRACT 1 91.36 AC. VOLUTAE 1, PAGES 18 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO 320003 VOLUME 501, PAGE 228 ORNCT PL PL S 00'47'23" E 40,00' N 88'39'16" E 406.98' 0.68 ACRES / 5 67'35'46" 136.57' N 88'1 E 200.0.01'' N 00'47'34" W 40.00' PL — TRACT 3 91.36 AC. VOLUME 1, PAGES 18 & 19 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501. PAGE 228 D.R,N.C.T. This the g' doy of H47 2012. oracio Oliveira-' Stote of Texos License No. 1415 iTMT. I.R. I,P, FD —PL--- ROW- 8' AIR LIQUIDE -- GASLINE MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PW FOUND PROPERTY UNE RIGHT OF WAY SECTION UNE t l 1111111 l l RAIL ROAD TRACKS UNOERGROUND PIPEUNE BOUNDARY OF LAND TO BE ACQUIRED — PIPE — NOTES: PL S 88'39'16" W 415.00' N 67'35'46" 1141 136.57' S 88'39'16" W 191.99' POOR OF BEGINNING N 00'47'34' 0 451.20 PL RL — ENTERPRISE PETRO PIPEUNE SECTION LINE FD I I. P. SW CORNER OF TRACT 5 91.36 AC. TRACT THIS MAP TO ACCOMPANY FIELD NOTE OESCRIPRON • SOURCE OF BEARING -TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA - 29,742.38 SQ. FT., 0.68 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED R4 THE SCHEDULE B OF THE TITLE COMMITMENT PRONGED BY THE CITY OF CORPUS CHRISTI (GUARANTY TIRE SERVICES). a M u L D. Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 ac 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers architects I conlracto,s Mw%aFr it iu LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi. Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V,M. Donigan 456,80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the cottmron boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certifyy that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of /Vey.c/ 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "C" SCALE: 1"=200' Pl. Pl. PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 Ar 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FRE NO. 320003 VOLUME 501, PAGE 228 D,R.N.C.T. PL PC TRACT 2 91.36 AC. VOLUTAE 1, PAGES 48 ,9 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D R. N.0 T. State of Texas County of Nueces I, Horocio Oliveira, a Registered Professionol Land Surveyor, of LNV Inc., do hereby certify that the foregoing map was prepared from information of record and from a survey mode on the ground under my direction. This the 7: -Pr day of Re (/ 2012. • Horacio Oliveira Stote of Texas License No. 1415 PC PL LEGEND' M.R.N.C.T. I.R. I.P. PC rzi PL UNRECORDED ROAD DESIGN DRAWINGS PROVIDED BY CITY PL A=07'46'35" R=312.94' T=21.27' L=42.47' 0.19 ACRES FD —PL-- --ROI'I— PIPE— N 88'39'16" E 209.81' N 00'47'23" W 40.00' PL PL MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND PROPERTY UNE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS BOUNDARY OF LAND TO BE ACQUIRED PL ROW HOPKINS RD Row S 88'39'16" W 196.01' POM OF BEGINNING N 00'47'23' 5 395.44' PL 0 0 P4 FD 1 I.P. 55 CORNER OF TRACT 5 91.36 AC. TRACT NOTES' • • rc THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION SOURCE OF BEARING=TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 AREA - 8.096.08 SO. FT., 0.19 AC. THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE 8 OF THE TITLE COMMITMENT PROVIDED BY THE CRY OF CORPUS CHRISTI (GUARANTY TRLE SERVICES). Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. F. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers I architects 1 contractors 111.1.06 DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension /Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Bettye Joyce Walker Coats, P.O. Box 35, Breman, Haralson County, State of Georgia, 30110 -0035, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and «D„ Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for J: \GENIDEF.DS \CCIA.Bettye Coats.Revised.doc Page 1 of 4 the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and/or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of , 2012. Bettye Joyce "Warker Coats ACKNOWLEDGEMENT STATE OF GEORGIA § COUNTY OF HARALSON § BE IT REMEMBERED, that on this I a t day of Y-t)- /V T , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Bettye Joyce Walker Coats, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. P Q,.si Notary Public My commission expires 1'? e.J.+eL © /, c ' J: \GEN \DEEDS \CC1A. Bettye Coats.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas .l: \GEN\ DEEDS \CCIA.Bettye Coats.Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS By: DAY OF 9J , 2012. FOR THE CITY ATTORNEY Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J:AGEN\ DEEDS \CCIA.Bettye Coats.Revised.doc Page 4 of 4 LNV, Inc. 801 Navigation Blvd_, Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" \Vest, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 451.20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 3S' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County ofNucces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction, This the 71 day of dG! 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "A" PL PL SCALE: 1"--200' PL P1. -- TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS LVW RECORDS NUECES COUNTY, 'BAAS CLERKS FILE NO. 320003 VOLUME 501, PACE 228 D.R.N.C.T. State of Texas County of Nueces 1, Noracio Oliveira, a Registered Professionol Lond Surveyor, of LPN Inc., do hereby certify that the foregoing mop was prepared from informotion of record and from o survey made on the ground under my direction. PL P1 PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY. TEXAS CLERKS FILE NO 320003 VOLUME 501, PACE 228 0. R. N.C. T. TRACT 3 91.36 AC. VOLUME 1, PACES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS OLE N0. 320003 VOLUME 501, PACE 228 D.R.N. C.T. lhis the / day of N47 2012. orocio Olivelr6' State of Texos License No. 1415 1 FUND* I.R. I.P. FD —PL -- -R0W- PL PL — PL S 00'47'23" E 40.00' / E / N 88'39'16" 406,98' 0.68 ACRES S 67'35'46" E 136.57' N 88'39'16" E 200.01' N 00'47'34" W� 40.00' PL 8' AIR LIQUIDE 6451)91 2 S 88'39'16" W 415.00' N 67'35'46" WI 136.57' S 88'39'16" W 191.99' ✓/ SECTION UNE POINT OF BEGINNING N 00'47'34' W 451.20 PL MAP RECOROS, NUECES COUNTY. TEXAS IRON ROD IRON PIN FOUND PROPERTY UNE RIGHT OF WAY SECTION UNE 11111111111 RAIL ROAD TRACKS — PIPE— UNOERGROUND PIPELINE BOUNDARY OF LINO TO BE ACQUREO RL ENTERPRISE PETRO PIPEUNE 90 I' I.P. 5111 CORNER OF TRACT 91.36 AC. TRACT 5 NOTES' • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARING -.TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 AREA m 29,742.38 SO. FT., 0.68 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULER OF THE TITLE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TIRE SERVICES). M L a Stn 2vi W z CD W < Q r Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. F. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 J00 400 DATE: MAY 2012 LNV engineers architects 1 contractors �osr raaw LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Voluine 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and borutds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V.M. Donigan 456.80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 000- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the common boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or Tess 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83, State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of Njcy -c/ 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit IBC" ® Z PL PL SCALE: 1"=200' PL PL - PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. PL PL TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS LMP RECORDS NUECES COUNTY, TEXAS CLERKS OLE N0. 320003 VOLUME 501, PAGE 228 D. R. N. C.T. State of Texas County of Nuecee 1, Horocio Oliveira, o Registered Professionol Lond Surveyor, of LNV Inc.. do hereby certify that the foregoing map wos prepared from information of record and from o survey made on the ground under my direction. This the 9' day of/y1Q y 2012. Horatio Oliveiro Slate of Texos License No. 1415 PL PL LEGEND M.R.N.C.T. I.R. LP. FD PL z Eaf 10' PL PL UNRECORDED ROAD DESIGN ORAPRNG5 PROVCOED OY CRY 0.19 ACRES PL-- -800- -PIPE— N 88'39'16" E 209.81' N 00'47'23" W 40.00' PL PL A=07'46'35" R=312.94' T=21.27' L=42.47' 9011 HOPKINS RD PC S 88'39'16" W 196.01 ' pow o1 BEGINNING .N 00'47'23' W �:- 395.4411, P II MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND PROPERTY LINE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS BOUNDARY OF LAIR TO RE ACQUIRED FD 1' LP, SO CORNER OF TRACT 5 91.36 AC, TRACT NOTES. • • SOURCE OF BEARlNGeTEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA - 8,096.08 50. FT., 0.19 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IR THE SCHEDULE B OF 114E TOLE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TOLE SERVICES). THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 I I DATE: MAY 2012 LNV engineers I architects contractors DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension/Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That We, Ann B. Trumbly and William D. Trumbly, Trustees under the Ann B. Trumbly Living Trust, an Oklahoma Trust, 1553 Kingsridge Drive, Oklahoma City, Oklahoma County, State of Oklahoma, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and «D„ Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved J: \GEN\ DEEDS \CCIA.AnnTrumbly.Revised. doc Page I of 4 DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension /Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That We, Ann B. Trumbly and William D. Trumbly, Trustees under the Ann B. Trumbly Living Trust, an Oklahoma Trust, 1553 Kingsridge Drive, Oklahoma City, Oklahoma County, State of Oklahoma, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved J: \GEN\ DEEDS \CCIA.AnnTrumbly.Revised.doc Page I of 4 road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and /or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of , 2012. Ann B. Trumbly and William D. T Oklahoma Trust ACKNOWLEDGEMENT STATE OF OKLAHOMA § COUNTY OF OKLAHOMA § y, Trustees under the Ann B. Trumbly Living Trust, an BE IT REMEMBERED, that on this Ar- day of rA . , 2012, before me the undersigned, a Notary Public in and for the County and State afo esaid, came Ann B. Trumbly and William D. Trumbly, Trustees under the Ann B. Trumbly Living Trust, an Oklahoma Trust, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. My commission expires t/`'1..er—\. "?, J: \GEN\ DEEDS \CCIA.AnnTrumbly.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN\ DEEDS\ CC IA.AnnTrumbly.Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS Z DAY OF By: FOR THE CITY ATTORNEY Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEN\ DEEDS \CCIA.AnnTrumbly. Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corncr of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456,80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 ° -34' -S 1" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 451,20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 13637 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horncio Oliveira, a Registered Professional Land Surveyor, of LNV Inc„ Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and front a survey made on the ground under my direction. This the day of ,11f1 ' ' 2012. Ho Oliveira� Slate of Texas License No. 1415 Exhibit "A" Pl PL PL PL SCALE: 1"=200' PL TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECOROS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N,C.T. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing mop wos prepared from information of record and from o survey made on the ground under my direction. PL. PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS OLE NO 320003 VOLUME 501, PAGE 228 D. R. N.C.T_ TRACT 3 91.36 AC. VOLUME I, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. PL This the 9' day of Noy 2012. ( orocio Oliveira+ State of Texas License No. 1415 LEGEND. M.R.N.C.T. I.R. I.P. FD R011 11111111111 — PIPE— PL PL S 00'47'23" E 40,00' N 88'39'16" E 406.98' 0.68 ACRES S 67'35'46" E 136.57' N 88'39'16" E 200.01' N 00'47'34" W 40.00' PL PL S 8415.0 ' 415.00' P` N 67'35'46" V) 136.57' S 88'39'16" W 19199' POINT OF BEGINNING N 00'47'34' W 451.20 W PL Rl ENTERPRISE PETRO PIPEUNE 8' AIR LIOUIOE GASLINE MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PN FOUND PROPERTY UNE RIGHT OF WAY sECnoN UNE RAIL ROAD TRACKS UNDERGROUND PIPELINE BOUNDARY OF LAND TO BE ACQUIRED NOTES - Pr SECTION 5 OCAS MEXICAN RAIL ROAD Illtllilllllllllllllllllllllllllllllllill4l'.lill U II FD 1' I.P. S1'/ CORNER OF TRACT 5 91.36 AC, TRACT THIS MAP TO ACCOMPANY HELD NOTE DESCRIPTION SOURCE OF BEARING. -TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA m 29,742.38 S0. FT., 0.68 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED N THE SCHEDULE B OF THE TITLE COMMITMENT PROVIDED 8Y T146 CITY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES). Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECOROS, NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228, O.R.N.C.T. 0 200 300 400 I � 1 DATE: MAY 2012 LNV engineers I architects I contractors LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V, M. Donigan 456.80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the common boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of J a.c! 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "C" — PL - Z SCALE: I"=200' PL PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 de 48 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FRE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. PL TRACT 2 91.36 AC. VOLUME 1, PAGES 48 do 49 /AISCELLANEOUS LAP RECORDS NUECES COUNTY, 1EKAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 0.5.14.0 T PL Stote of Texas County of Nuecee I, Horocio Oliveira. o Registered Professionol Lond Surveyor, of INV Inc,, do hereby certify that the foregoing mop was prepared from information of record and from o survey made on the ground under my direction. This the _doy of 4.41 (/ 2012. Horocio Oliveiro Stote of Texos License No. 1415 PL PL 1 ECrENO' M.R.N.C.T. I.R. I.P. FD PL 0.19 ACRES —PL —ROI'!- -PIPE— Pl — UNRECORDED ROAD DESIGN DRAWINGS PROVIDED DY CRY N 88'39'16" E 4.0P S 88.39'16" W 1QF•01' 40.00' POINT OF eccompic 0'47'23' 1Y PL A=07'46'35" R=312,94' T=21.27' L=42.47' R0+! HOPKINS RD 209.81' 395.44' PL PL -- PL PI, MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUNO PROPERTY UNE RICHT OF WAY SECTION UNE RAIL ROAD TRACKS BOUNDARY OF NANO TO BE ACQUIRED ED 1" I.P. SW CORNER OF TRACT 5 91.36 AG TRACT NOTES: • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARINGeTEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA - 8,096.08 S0. FT., 0.19 AC. • THIS SURVEY IS SUBJECT To ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE 8 OF THE 111E COMMITMENT PRONGED BY THE CITY OF CORPUS CHRISTI (GUARANTY RILE SERVICES). Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. F. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 do 49 MISCELLANEOUS MAP RECORDS. NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 i 1 DATE: MAY 2012 LNV engineers J architects contractors DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension/Displacement, Parcels 3A, 313 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Kelley D. Cook, 5301 Creekside Place, Birmingham, Jefferson County, State of Alabama, 35244 -3987, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, J: \GEN \DEEDS \CCIA.Kelley Cook.Revised.doc Page 1 of 4 gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and /or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this . day of Mir, ,2012. Kelley D. C ok ACKNOWLEDGEMENT STATE OF ALABAMA COUNTY OF JEFFERSON BE IT REMEMBERED, that on this 3° day of AkA , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Kelley D. Cook, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I havher unto set my hand and affixed my seal the day and year last l/ above written. CIA Notary 'iiblic JAMES G. ALLAN ALABAMA STATE AT LARGE My commission expires TERM 08/29/2011 TO 08/29/2015 J: \GEN \DEEDS \CCIA.Kelley Cook.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN\DEEDS \CCIA.Kelley Cook. Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS 0` t k. DAY OF By: FOR THE CITY ATTORNEY ti(\'\i't11.13144:64 Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEMDEEDS \CCIA.Kelley Cook.Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48-49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -5l" \Vest, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Traci 3, a distance of 451,20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said 'tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary line of said Tract I and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from infomiation of record and from a survey made on the ground under my direction. This the "/TCL day of /l, / 2012. Ho� Oliveira State of Texas License No. 1415 Exhibit "A" Z PL PL PL PL SCALE: 1"=200' TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS OLE NO. 320003 VOLUME 501, PAGE 228 O.R.N.C.T. State of Texas County of Nueces I, Horacio Oliveira, o Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing mop was prepared from information of record and from o survey made on the ground under my direction. PL PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 Q 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO 320003 VOLUME 501, PAGE 228 D.R.N. C. T. TRACT 3 91.36 AC. VOLUME I, PAGES 48 h 49 MISCELLANEOUS IMP RECORDS NUECES COUNTY, TEXAS CLERKS OLE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. This the / day of H47 2012. f Forocio Oliveira State of Texas License No. 1415 LEGEND' M.R.N.C.T. I.R. I.P. FD --ROW- 1-H-H+H-1+ — PIPE — PL PL S 0047'23" E 40.00' N 88.39'16" E 406.98' 0.68 ACRES 5 67'35'46" E 136.57' N 88'39'16" E 200.01' N 00'47'34" W 40.00' PL / / / / / 8" AIR LIQUIDE GASLINE PL P1I S 88'39'16" 415.00' N 67'35'46" WI 136.57' S 88'39'16" W 191.99' POINT OF BEGINNING N 00'47'34' W 451.20 PL RL ENTERPRISE PETRO PIPEUNE W MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND PROPERTY UNE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS UNOERGROUND PIPEUNE BOUNDARY OF LAND TO BE ACQUIRED MEXICAN RAIL ROAD --SECTION LINE 1111111iiiiii11111111i FD 1 I.P. SW CORNER OF TRACT 5 -\ 91.36 AC. TRACT \\� NOTES: • THIS MAP TO ACCOMPANY FIELD NOTE 0(50818RON SOURCE OF BEARING -TEXAS STATE PLANE TEXAS SOUTH 209E -4205 -IND 83 • AREA a 29,742.38 SO. FT., 0.68 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN 1HE SCHEDULE 8 OF THE TTILE COMMnMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY 7RLE SERVICES). M u L ea a Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. F. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, O.R.N.C.T, 0 200 300 400 DATE: MAY 2012 LNV engineers 1 architects 1 contractors PA4 .M.• lY•v"gl LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi. Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volutne 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V.M. Donigan 456.80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence Nortlt 000- 47'43" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast comer of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the conunon boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces [, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared front information of record and from a survey made on the ground under my direction. This the day of /kid -c/ 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "C" PL PL SCALE: 1'=200' PI PL PL TRACT 1 91,36 AC, VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 PL TRACT 2 91.36 AC. PL VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 32000.3 VOLUME 501, PAGE 228 D R. N.C.T State of Texas County of Nuecee I, Horocio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing mop wos prepored from information of record and from a survey mode on the ground under my direction. This the / day of_Rof f' 2012. Horatio Oliveiro State of Texos License No. 1415 PL PL LEGEND: M.R.N.CT. I.R, I.P. FD PL - PL PL UNRECORDED ROAO DESIGN DRAWINGS PROVIDED DY CITY PL O U A=07' 46'35" R-312.94' T=21.27' L=42.47' 0.19 ACRES —ROVI- -PIPE— N 88'39'16" E 209.81' N 00'47'23" W 40.00' PL MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND PROPERTY UNE RIGHT OF WAY SECTION UNE RAIL ROAD TRACKS BOUNDARY OF LAND TO BE ACQUIRED P ROW HOPKINS RD ROW S 88'39'16" 196.01' POINT OF BEGINNING N 00'47'23' Vl 395.44' W ED 1' LP. SIV CORNER OF TRACI 5 91.36 AC. TRACT NOTES' • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • SOURCE OF BEARING=TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA = 8,096.08 SO. FT., 0.19 AG. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE B OF THE TITLE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES). Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 do 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228, D,R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers 1 architects 1 contractors DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension /Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Rodney Blake Driskill, Individually and as Personal Representative of the Estate of Floye Burnham Driskill, deceased, 622 Linden Street, Trussville, County, State of Alabama, 35173 -3211, hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and «D„ Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved .I: \GEN\ DEEDS \CCIA.Rodney Driski!l.Revised.doc Page I of 4 road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and/or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of , 2012. 1 Rodney Blake Driskill, Individually and as Personal Representative of the Estate of Floye Burnham Driskill, deceased ACKNOWLEDGEMENT STATE OF ALABAMA COUNTY OF ShQ \b BE IT REMEMBERED, that on this yam` day of J..) ne. , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Rodney Blake Driskill, Individually and as Personal Representative of the Estate ofFloye Burnham Driskill, deceased, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Pu lic My commission expires V\-- ,art °- ILL J: \GEN \DEEDS \CCIA.Rodney Driskill.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN \DEEDS \CCIA.Rodney Driskill.Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS 9(t&.. DAY OF 1144, , 2012. FOR THE CITY ATTORNEY By: �f�' Gi✓ .� Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEN\DEEDS \CCIA.Rodney DriskilLRevised.doc Page 4 of 4 LNV, Inc. 801 Navigation Blvd_. Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 acre tract of land, more or Tess, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88°-34'-51" West, 2188.29 feet; Thence North 00 °- 47' -34" Nest, with the common boundary line of said Tract 2 and said Tract 3, a distance of 451.20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 13637 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Trace 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary line of said Tract I and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County ofNucccs 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the L71 day of _ 2012. Horacio Oliveira a State of Texas License No. 14I 5 Exhibit "A" PL PL SCALE: 1"=200' PL PI TRACT 2 91.36 AC. VOLUME 1. PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. State of Texas County of Nuecee 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV inc., do hereby certify that the foregoing map was prepared from information of record and tram a survey made on the ground under my direction. 91 11 PL TRACT 1 91 .36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R N 1 TRACT 3 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 0.R.N.C.T. This the 9' day of 11%41, 2012. orocio Oliveiray State of Texas License No. 1415 1: M.R.N.C.T. I.R. I. P, FD —PL.--. PL — PL PL S 00'47'23" E 40.00' / 988'39'16"E 406.98' 0.68 ACRES / S 6735'46" E 136.57' N 88'39'16` E 200.01' N 00'47'34" W 40.00' Pt 8' AIR UOUIDE GASUNE PL P4 S 88'39'16"1W 415.00' II N 67'35'46" Vf 136.57' Ir S 88'39'16" W 191.99' POINT OF BEGINNING N 00'47'34' P1 451.20 PL RL ENTERPRISE PETRO PIPELINE MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND PROPERTY UNE --ROW— RIGHT OF WAY SECTION UNE T 111111 1 111 RAIL ROAD TRACKS —PIPE— UNOERGROUND PIPELINE BOUNDARY OF LAND TO RE ACOUIRED FD 1' I.P. TEXAS MEXICAN RAIL ROAD -SECTION LINE SPI 9TRACT 5 911.36.36 A AC.. TRACT 111.111!IIW11111ii-11111111181 NOTES: THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION SOURCE OF BEARING -TEXAS STATE PLANE TEXAS SOUTH 209E -4205 -NAD 83 • AREA •• 29,742.38 SO. FT., 0.68 AC. • THIS SURVEY IS SUBJECT TO ALL INC UMI3RANCES REFERENCED IN THE SCHEDULE B OF THE TTTLE COMMTT)JENT PROVIDED 81' THE CITY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES). Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 do 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, O.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers I architects 1 contractors .M.. AAAA• op iw n. =El= LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of' land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nieces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volutne 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of and known as Tract 2 of said V,M. Donigan 45680 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence Nortlt 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west tight -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 070- 46' -35 ", whose Radius is 312.94 feet, an Are Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the conmton boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared front information of record and from a survey made on the ground under my direction. This the day of Horacio Oliveira State of Texas License No. 1415 Exhibit "C" PL PL PL PL PL PL SCALE: 1'3200' PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FRE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. P1. ' TRACT 2 91.36 AC. VOLUL/E 1. PAGES 48 & 49 MISCELLANEOUS GAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE 140. 320003 VOLUME 501, PAGE 228 D. R. N. C. T. PL State of Texas County of Nueces 1, Horocio Oliveiro, o Registered Professional Land Surveyor, of LNY Inc., do hereby certify that the foregoing map was prepared from information of record and from o survey mode on the ground under my direction. This the / day of A 8 2012. Horocio Oliveiro Stote of Texos License No. 1415 PL LEGEND; I.R. h 2 S PL PL UNRECORDED ROAD DESIGN DRAWINGS PROVIDED DY CITY 0.19 ACRES N 88'39'16" E 209.81' N 00'47'23" W 40.00' PL PL a=0746'35" R=312.94' T=21.27' L=42.47' Rax HOPKINS RO RCA/ �S 88'39'16' W 196,01' PONT BfGINNIN C . N 00'47'23' 4/ 395.9 4'1 1 PL O 8 z 3 MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FD FOUND PROPERTY UNE —R00— RIGHT OF WAY SECTION UNE RAL ROAD TRACKS BOUNDARY OF LINO TO BE ACQUIRED —PL- PL-- --PIPE— --PIPE- :7; 3 e o to � N FO 1' I.P. SL'! 9TRACT 5 911 36 .36 AC.. TRACT NOTES. • • SOURCE OF BEARINCoTEXAS STATE PLANE TEXAS SOWN ZONE -4205 -NAD 83 THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • AREA - 6.096.06 SQ. FT., 0.19 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE 8 OF THE TTTLE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES). e, W a N z w 0 w¢ N Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, O.R.N.C.T. O 200 300 400 DATE: MAY 2012 LNV engineers I architects 1 contractors ,r.w.rrar .. C!1034... DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension/Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Nancy Ogburn Dempsey, 229 Shoal Creek Way, Dallas, Paulding County, State of Georgia, 30132 -9787 , hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and «D» Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for J: \GEN \DEEDS\CCIA.Nancy Dempsey.Revised.doc Page 1 of 4 the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and /or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of , 2012. Nancy 0 burn ti AUVI.S.Ati empsey ACKNOWLEDGEMENT STATE OF GEORGIA § COUNTY OF PAULDING § BE IT REMEMBERED, that on this `-t - day of ���A , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Nancy Ogburn Dempsey, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Public My commission expires I 0 " 30 l 7- MICHELLE VANSCIV ER NOTARY PUBLIC FLOYD COUNTY, GEORGIA My Commission Expires 10 -30 -12 J: \GEN \DEEDS \CCIA.Nancy Dempsey.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN \DEEDS \CCIA.Nancy Dempsey.Revised.doc Page 3 of 4 / ✓� DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension /Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Nancy Ogburn Dempsey, 229 Shoal Creek Way, Dallas, Paulding County, State of Georgia, 30132 -9787 , hereinafter called GRANTOR, is the owner of an undivided 11.04 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for J: \GEN\DEEDS \CCIA.Nancy Dempsey.Revised.doc Page I of 4 the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and /or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of �IvLs�_ , 2012. ( Nancy 0 r empsey 4/1114-4 ACKNOWLEDGEMENT STATE OF GEORGIA COUNTY OF PAULDING BE IT REMEMBERED, that on this `-t_ day of ��V- , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Nancy Ogburn Dempsey, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary Public My commission expires ' 0 " 60 l Z MICHELLE VANSCIVE.R NOTARY PUBLIC FL.OYD COUNTY, GEORGIA My Commission Expires 10 -30 -12 J:1GEN\ DEEDS \CCIA.Nancy Dempsey.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN \DEEDS \CCIA.Nancy Dempsey.Revised.doc Page 3 of 4 APPROVED AS TO LEGAL FORM, THIS C(J D �-- DAY OF FOR THE CITY ATTORNEY By: Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEN\DEEDS \CCIA.Nancy Dempsey.Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd_, Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 are tract of land, more or Tess, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume I, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest comer of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad front which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -5I" \'Vest, 2188.29 feel; Thence North 000- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 451,20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior confer of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary Tine of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88°- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas Stale Plane Zone 4205 NAD 83. State of Texas County of Nncccs I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the __ day of _ �'1 2012. Horatio Oliveira State of Texas License No. 1415 Exhibit "A" PL — PL SCALE: 1"=200' PL PL PI TRACT 2 91.36 AC. VOLUME 1, PAGES 48 k 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY. TEXAS CLERKS FILE N0. 320003 VOLUME 501, PACE 226 D.R.N.C.T. State of Texas County of Nuecea I, Horacio Oliveira, o Registered Professional Land Surveyor, of LNV Ina., do hereby certify that the foregoing map was prepared from information of record and from o survey mode on the ground under my direction. PL PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 tc 49 IUSCELLANEOUS IAA' RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D. R.N.C. T. TRACT 3 91.36 AC. VOLUME 1, PAGES 48 & 49 IAISCELLANEOUS IAAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N,C.T, This the 9 day of .Aggfir 2012. orocio Oliveira State of Texas License No. 1415 PL PL S 00'47'23" E 40.00' N 88'39'16" E 406.98' 0.68 ACRES S 67'35'46" E 136.57' N 88'39'16" E 200.01' N 00'47'34" W 40.00' PL PL P4 S 88'39'16"5.00 415.0 ' ' N 67'35'46" 15 136.57' S 88'39'16" W 191.99' POINT OF BEGINNING N 0047'34' 0 Pl B' AIR LIOUIDE GASUNE LEGEND. M.R.N.C.T. MAP RECORDS, NUECES COUNTY, TEXAS I.R. IRON ROD LP. IRON PN FD FOUND —Pt-- PROPERTY UNE —900— RIGHT OF WAY SECDON UNE 1111111111! RAIL ROAD TRACKS —PIPE— UNOERGROUND PIPEUNE BOUNDARY OF LAND TO BE ACQUIRED 7.7 w 44 2 zd — W -SECTION LINE 451.20 ENTERPRISE PETRO PIPEUNE FD 1' I.P. SO CORNER OF TRACT 5 91.36 AC. TRACT NOTES' • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION SOURCE OF SEARING -TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA m 29,742.36 5O. FT., 0.68 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN 114E SCHEDULE B OF THE T1TLE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES). lilfll1111V(If.`UHllli+� Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, 0.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers I architects 1 contractors •M•w•PN� lYYM[d LNV, Inc. 801 Navigation Bivd., Suite 200 Corpus Christi. Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V.M. Donigan 456.80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a I" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °47'43" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the conuuon boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or Tess 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces I, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of /' ' 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "C" PL PL SCALE: 1"=200' L P1 PL PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 ee 49 MISCELLANEOUS MAP RECOROS NUECES COUNTY, TEXAS CLERKS FRE 140. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. P1 TRACT 2 91.36 AC. PL VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNT', TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D. R. N.C.T. State of Texas County of Notices 1, Horocio Oliveira, o Registered Prof essionol Land Surveyor, of LNV ins., do hereby certify that the foregoing mop was prepared from information of record and from a survey mode on the ground under my direction. This the I ' day of /NA i 2012. Horocio Oliveira State of Texas License No. 1415 PL PL I EGEND• M.R.N.C.T. I.R. I.P. FD PL — PL UNRECORDED ROAD DESIGN DRAWINGS PROVIOED DY CIN PL — 6=07'46'35" R=312.94' T=21.27' L=42.47' PL \--- R0'N 4�W HOPKINS RD N 88'39' 16" E Rax1 S B8'39'16" W 209.81' 196,01' POINT OF N 00'47'23" W BEGINNING 4D.00' N 00'47'23" 14 r -T 395.44' +� PL PL PL PI, I 1 0.19 ACRES MAP RECORDS, NUECES COUNTY, TEXAS IRON R00 IRON PIN FOUNO —PL-- PROPERTY UNE —ROW— RIGHT OF WAY SECTION UNE PIPE— RAIL ROAD TRACKS BOUNDARY OF LAND TO BE ACQUIRED FO 1" LP, SW CORNER OF TRACT 5 91.36 AC, TRACT NOTES. • • SOURCE OF BEARING=TEXAS STATE PLANE TEXAS SOUTH TONE -4205 -NAD 83 MIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION • AREA - 8,088.08 S0. FT., 0.19 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCEO IN THE SCHEDULE B OF THE TIRE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTT (GUARANTY TIRE SERVICES). Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO, 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers architects contractorst,rr1aaa1,�c�tors vac � DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension/Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, Jarma Dawn Aycox, Individually and as Personal Representative of the Estate of Jeanette S. Burnham, deceased, 1155 Chemstrand Road, Cantonment, Escambia County, State of Florida, 32533 -8919 , hereinafter called GRANTOR, is the owner of an undivided 3.68 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Home Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved J: \GEN \DEEDS \CCIA.Jarma Aycox.Revised.doc Page 1 of 4 road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and/or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of �u nt sr , 2012. ..Dawn Aycox, Individually an as Personal Representative of the Estate of Jeanette S. Burnham, deceased ACKNOWLEDGEMENT STATE OF FLORIDA § COUNTY OF ESCAMBIA § BE IT REMEMBERED, that on this 5f day of Tun 17. , 2012, before me the undersigned, a Notary Public in and for the County and State aforesaid, came Jarma Dawn Aycox, Individually and as Personal Representative of the Estate of Jeanette S. Burnham, deceased, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last above written. Notary PulJlic My commission expires Tu + 40:4= . !ARM C. RIJB MY COMMISSION # EO EXPIRES: July 12,2014 %For 8adid ibu WOO NW kale J: \GFN \DEEDS \CCIA.Jarma Aycox.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN \DEEDS \CC[A.Jarma Aycox. Revised.doc Page 3 of4 APPROVED AS TO LEGAL FORM, THIS By: Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT DAY OF FOR THE CITY ATTORNEY J: \GEN \DEEDS \CCIA.Jarma Aycox.Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi. Texas 78408 Field Note Description for a 0.68 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -5I" West, 2188.29 feet; Thence North 00 °- 47' -34" \Vest, with the common boundary line of said Tract 2 and said Tract 3, a distance of451.20 feet to a point for the southwest corner of the Tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 4D -23" East, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING, Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas Stale Plane Zone 4205 NAD 83. State of Texas County of Nucccs 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the ` /7/ day of 2012. Horacio Oliveira�J� State of Texas License No. 1415 Exhibit ItA" PL PL SCALE: 1"=200' PL PL TRACT 2 91.36 AC. VOLUME I, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. State of Texas County of Nueces I, Horocio Oliveiro, a Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing mop was prepared from information of record and from o survey mode on the ground under my direction. PL PL TRACT 1 91.36 AC, — VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D.R. N.C. T. TRACT 3 91.36 AC. VOLUME I, PAGES 48 & 49 MISCELLANEOUS IMP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. This the / doy of it147 2012. orocio Oliveira' State of Texas License No. 1415 LEGEND. M.R.N.CT. I.R. I.P. FD —PL-- RO1V— 11111111111 — PIPE — PL Pizy S 00'47'23" E 40.00' N 88'39'16" E --N 406.98' 0.68 ACRES S 67'35'46" E 136.57' N 88'39'16" E 200.01' N 00'47'34" W 40.00' PL 8' AIR LIQUIDE GASLINE MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND PROPERTY UNE 81000 OF WAY SECTION UNE RAIL ROAD TRACKS UNDERGROUND PIPELINE BOUNDARY OF LU40 TO BE ACOUIRED 44, NOTES• PL S 88'39'16" 415.00' N 67'35'46" V) 136.57' S 88'39'16" W 191.99' P01M Of BEGINNING N 00'47'34' 05 PL RL ENTERPRISE PETRO PIPELINE W 451.20 SECTION UNE 0 "S" co N FD 1" I.P. SW CORNER OF TRACT 5� 91.36 AC. TRACT • THIS IMP TO ACCOMPANY FIELD NOTE OESCRIPTION • • • SOURCE OF BEARING -TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -MAO 83 AREA •• 29,742.38 50. FT., 0.68 AC. 71115 SURVEY 15 SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE B OF THE TITLE COMPONENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TIRE SERVICES). Exhibit "B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 do 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 200 300 400 � 1 DATE: MAY 2012 LNV engineers 1 architects contractors LNV, Inc. 801 Navigation Blvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 91.36 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume I, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V.M. Donigan 456.80 acre partition and the north right -of -way I ine of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35' -04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the common boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the day of 41 y 2012. Horacio Oliveira 7-f)fx-c State of Texas License No. 1415 Exhibit "C" PL PL SCALE: 1"=200' PL PL TRACT 1 91.36 AC, VOLUME 1. PAGfES 48 &4RECORDS9 MISCELLANEOUS NUECES COUNTY, TEXAS CLERKS FILE 140. 320003 VOLUME 501, PAGE 228 PL -- TRACT 2 91 .36 AC. PC VOLUME 1, PAGES 46 & 49 MISCELLANEOUS IJAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501. PAGE 228 D R.N.0 T State of Texas County of NUeces I, Horocio Oliveira, a Rdosherebytered Pcertifyolhot the nol Land Surveyor, of NV foregoing moppwass prepared from information of record and from a survey mode on the ground under my direction. This the Y '� q. da of a u 2012. Horocio Oliveira 14-15 State of Texos License No. PL - PL PL UNRECORDED ROAO DESIGN DRAWINGS PROVIDED OY CRY 0.19 ACRES N 88'39' 16" E 209.81' A=0746'35" R=312.94' T=21.27' L=42.47' �J- ROI!HOPKINS RD RO,/ S 88'39'16" W 196.01' POINT OF BEGINNING N 00'47'23' W 395.44' PI, III N 00'47'23" W 40.00' PL - PL M.R.N.C.T. MAP RECORDS, NUECES COUNTY, TEXAS I.R. IRON ROD I.P. IRON PIN FO FOUND —PL--- PROPERTY UNE —ROW— RIGHT DF WAY —. _ — SECTION UNE -PIPE- RAIL ROAD TRACKS BOUNDARY OF LAND TD BE ACOUIREO PL FD 1' LP, SW CORNER OF TRACT 5 91.36 AC. TRACT NOTES' THIS MAP TO ACCOMPANY FIEL0 NOTE DESCRIPTION • SOURCE OF BEARING=TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA - 8,096.08 SQ. FT., 0.19 AC. • 11115 SURVEY IS SU6JECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE 0 OF 114E TITLE COMMITMENT PROVIDED BY THE CRY OF CORPUS CHRISTI (GUARANTY 04TLE SERVICES). CO rig a 401 MEN X W EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers 1 architects 1 contractors .Rr:S r aa DEPARTMENT OF ENGINEERING SERVICES Property and Land Acquisition Division CCIA Runway Extension /Displacement, Parcels 3A, 3B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § That I, David Eugene Burnham, 1359 Albany Avenue, Saint Paul, Ramsey County, State of Minnesota, 55108 -2502, hereinafter called GRANTOR, is the owner of an undivided 3.68 acres, more or less, out of the 143.56 acre tract out of Tracts 1 and 2 of the 456.80 V.M. Donigan Partition situated in the City of Corpus Christi, County of Nueces, State of Texas, for and in consideration of the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration to it in hand paid by THE CITY OF CORPUS CHRISTI, a Texas Horne Rule municipal corporation, 1201 Leopard Street, Corpus Christi, Nueces County, Texas 78403, hereinafter called GRANTEE, the receipt of which is hereby acknowledged, and for which no lien is retained, either expressed or implied, has this day sold, and by these presents does grant, bargain, sell and convey unto the said GRANTEE all my interest to that certain tract or parcel of land lying and being situated in the County of Nueces, State of Texas, more particularly described as follows to -wit: See the metes and bounds property descriptions attached hereto and made a part hereof for all purposes as Exhibits "A" and "C ". Maps showing the location of the acquisitions are attached hereto for all purposes as Exhibits "B" and «D„ Special Provisions: (1) The City of Corpus Christi agrees to convey to the Grantors an Access Easement along the access road being acquired by the City from Hopkins Road to the Grantors' west property line. This conveyance will be done once the City acquires full title to the subject right of way. Access along this road will be restricted to non - commercial type vehicles not to exceed 11,000 pounds in gross vehicle weight rating. (2) The City of Corpus Christi will place reinforced concrete paving along a section of this access road on both sides to allow any tenant farmer to cross from the one side to the other with their farming equipment which may exceed the 11,000 pounds in gross vehicle weight rating. If in the future the City fences the access road, gates will be installed at this location to provide access for the farmer to cross the paved road. (3) Keys or combinations will be provided to the Grantors and tenant farmer for J: \GEN\DEEDS \CCIA.David Bumham.Revised.doc Page I of 4 the gate to be placed at the entrance off of Hopkins Road. (4) The Grantors retain their undivided interest in the mineral rights under the property being conveyed to the City. This conveyance is made and accepted subject to any and all valid and effective encumbrances of record, other than any conveyance of the surface estate, mortgage or lien, affecting the hereinabove described property, including restrictive covenants, easements, rights -of -way, leases, mineral and/or royalty reservations previously reserved to predecessors in title or heretofore transferred or assigned, and /or oil and gas leases; and to zoning and regulatory ordinances outstanding and affecting the hereinabove described property. TO HAVE AND TO HOLD the above described premises herein conveyed, together with all and singular the rights and appurtenances thereto in anywise belonging to the said City of Corpus Christi, its successors and assigns, forever, and Grantors do hereby bind themselves, their successors and assigns, to warrant and forever defend all and singular the said premises herein conveyed against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the exceptions to conveyance and warranty. Grantee further acknowledges and agrees that the conveyance of the property as provided for herein is made on an "AS IS, WHERE IS" condition and basis with all faults. IN WITNESS WHEREOF, the Grantor has hereunto set their hands and seals this day of '5 (3c9 , 20 2. David ugene Burnham ACKNOWLEDGEMENT STATE OF MINNESOTA § COUNTY OF RAMSEY § BE IT REMEMBERED, that on this�0 day of NC\,q , 2012, before me the undersigned, a Notary Public in and for the County and S ate aforesaid, came David Eugene Burnham, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same. IN ITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year last ab • ve writte fkA aryPugic My commission expires 011 31(Z-0I LO LORENA AGUILAR NOTARY PUBUC - MINNESOTA MY COMMISSION EXPIRES 01/31/16 J: \GEN \ DEEDS \CC[A.David Burnham.Revised.doc Page 2 of 4 ACCEPTED for the City of Corpus Christi, a municipal corporation and body politic under the laws of the State of Texas on , 2012. GRANTEE: CITY OF CORPUS CHRISTI, TEXAS P. O. Box 9277 City Hall, 1201 Leopard, THIRD FLOOR Department of Engineering Services PROPERTY AND LAND ACQUISITION DIVISION Corpus Christi, Texas 78469 -9277 Ronald L. Olson, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on , 2012 by Ronald L. Olson as City Manager for the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. [Seal] Notary Public in and for the State of Texas J: \GEN \DEEDS \CCIA.David Burnham.Revised.doc Page 3 of4 APPROVED AS TO LEGAL FORM, THIS QK DAY OF By: FOR THE CITY ATTORNEY Veronica Ocanas, Assistant City Attorney CITY LEGAL DEPARTMENT J: \GEN\DEEDS \CCIA.David Burnham.Revised.doc Page 4 of 4 , 2012. LNV, Inc. 801 Navigation Blvd.. Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.68 acre tract of land, more or less, out of a called 91.36 acre tract of and known as Tract 2 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 2, the southeast corner of Tract 3 of said V.M. Donigan 456.80 acre partition, and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 34' -51" West, 2188.29 feet; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 451.20 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -34" West, with the common boundary line of said Tract 2 and said Tract 3, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 200.01 feet to a point for an exterior corner of the tract herein described; Thence South 67 °- 35' -46" East, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 406.98 feet to a point in the east line of said Tract 2 and the west line of Tract 1 of said partition for the northeast corner of the tract herein described; Thence South 00 °- 47' -23" East, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 415.00 feet to a point for an exterior corner of the tract herein described; Thence North 67 °- 35' -46" West, a distance of 136.57 feet to a point for an interior corner of the tract herein described; Thcncc South 88 °- 39' -16" West, a distance of 191.99 feet to a point in the west line of said Tract 2 and the east line of said Tract 3 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.68 (29,742.36 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAO 83. State of Texas County ofNucccs 1, Horncio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the 71 day of 2012. Her Oliveira State of Texas License No. 1415 Exhibit l'A" PL PL SCALE: 1"=200' PL PL TRACT 2 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, IDEAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 O.R.N.C.T. State of Texas County of Nueces 1, Horocio Oliveiro, o Registered Professional Land Surveyor, of LNV Inc., do hereby certify that the foregoing map was prepared from information of record and from a survey made on the ground under my direction. PL PL TRACT 1 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D RN.C. T. TRACT 3 91.36 AC. VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501. PAGE 228 D.R.N.C.T. This the 9'' day of /%4y 2012. - orocio Oliveiray State of Texas License No. 1415 LEGEND. M.R.N.C.T. .R. I.P. FD �P1 - -ROW PL PL S 00'47'23" E 40.00' N 8406.98 ' E 406.9' 0.68 ACRES S 67'35'46" E 136.57' N 81 E 200. 200.01'' N 00'47'34" W 40.00' PL 8" AIR LIOUME-77 GASLINE / / / / / MAP RECORDS, NUECES COUNTY, TEXAS IRON ROD IRON PIN FOUND PROPERTY UNE RIGHT OF WAY SECTION UNE 11111111111 RAIL ROAD TRACKS PIPE— UNDERGROUND PIPELINE BOUNDARY OF LAND TO BE ACQUIRED PL P4 S 88'39'16" W 415.00' N 67'35'46" 4 136.57' S 88'39'16" W 191.99' POINT OF BEGINNING N 00'47'34" 1Y PLOIL 451.20 ENTERPRISE PETRO PIPELINE FD 1" I.P. 5W CORNER OF TRACT 5 91.36 AC. TRACT o = = U w SECTION LINE NOTES: • THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION SOURCE OF BEARING.,TEXAS STATE PLANE TEXAS SOUTH ZONE -4205 -NAD 83 • AREA •• 29,742.38 S0. FT., 0.66 AC. • THIS SURVEY 15 SUBJECT TO ALL ENCUAIBRN4CES REFERENCED IN THE SCHEDULE B OF THE TITLE COMMITMENT PROVIDED BY THE CRY OF CORPUS CHRISTI (GUARANTY TITLE SERVICES). 4 M L a Exhibit"B" EXHIBIT OF 0.68 AC. 29,742.36 SQ. FT. OUT OF TRACT 2 REFERENCES: 91.36 ACRES, TRACT 2 VOLUME 1, PAGES 48 & 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, O.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers I architects I contractors IMI�•IpNY •YY•CCW LNV, Inc. 801 Navigation Slvd., Suite 200 Corpus Christi, Texas 78408 Field Note Description for a 0.19 acre tract of land, more or less, out of a called 9136 acre tract of land known as Tract 1 of the V.M. Donigan 456.80 acre partition as recorded in Volume 1, Pages 48 -49, Miscellaneous Map Records of Nueces County, Texas being described in a Partition and Settlement Deed and Agreement recorded in Clerk's File No. 320003, Volume 501, Page 228, Deed Records of Nueces County Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a point for the southwest corner of said Tract 1, the southeast corner of a 91.36 acre tract of land known as Tract 2 of said V.M. Donigan 456.80 acre partition and the north right -of -way line of the Texas Mexican Railroad from which a 1" iron pipe found for the southwest corner of Tract 5 of said partition bears South 88 °- 35'•04" West, 2920.80; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 395.44 feet to a point for the southwest corner of the tract herein described and for the POINT OF BEGINNING; Thence North 00 °- 47' -23" West, with the common boundary line of said Tract 1 and said Tract 2, a distance of 40.00 feet to a point for the northwest corner of the tract herein described; Thence North 88 °- 39' -16" East, a distance of 209.81 feet to a point, the Point of Curve of a non - tangent reverse curve to the right, on the west right -of -way line of Hopkins Road (r.o.w. varies), for the northeast corner of the tract herein described; Thence in a general southerly direction, with the arc of circular curve, whose Central Angle is 07 °- 46' -35 ", whose Radius is 312.94 feet, an Arc Distance of 42.47 feet to the Point of Tangency of said curve for a point in said west right -of -way line of Hopkins Road for the southeast corner of the tract herein described; Thence South 88 °- 39' -16" West, a distance of 196.01 feet to a point in the corm-non boundary line of said Tract 1 and said Tract 2 for the southwest corner of the herein described easement and for the POINT OF BEGINNING. Containing more or less 0.19 (8,096.08 Square Feet) acres of land. Bearings are based on Texas State Plane Zone 4205 NAD 83. State of Texas County of Nueces 1, Horacio Oliveira, a Registered Professional Land Surveyor, of LNV Inc., Engineers & Consultants, do hereby certify that the foregoing Field Note Description was prepared from information of record and from a survey made on the ground under my direction. This the - - day of May 2012. Horacio Oliveira State of Texas License No. 1415 Exhibit "C" PL PL SCALE: 1"=200' - Pl PL PL TRACT 1 91.36 AC. VOLUME 1, PACES 48 & 49 MISCELLANEOUS MAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228 D.R.N.C.T. PL PL TRACT 2 91 .36 AC. VOLUI.IE 1, PAGES 48 & 49 MISCELLANEOUS LIAP RECORDS NUECES COUNTY, TEXAS CLERKS FILE N0. 320003 VOLUME 501, PAGE 228 D N.0 T State of Texas County of Nuecee I, Horocio Oliveira, o Registered Professional Land Surveyor, of LNV Ins., do hereby certify that the foregoing mop was prepored from information of record and from o survey made on the ground under my direction. This the 9:1' doy of 4 9 (/ 2012. Horatio Oliveiro State of Texos License No. 1415 PL PL Pl pog PL PL UNRECORDED ROAD DESIGN DRAWINGS PROVIDED DY CRY A=07'46'35" R=312.94' T=21.27' L=42.47' 0.19 ACRES N 88'39'16" E 209.81' N 00'47'23" W 40.00' PL PL RO'w HOPKINS RD R00 S 88'39'16" W 196.01' POINT OF BEGINNING N 00'47'23 1Y 395.44' LEGEND: M.R.N.C.T. MAP RECORDS, NUECES COUNTY. TEXAS I.R. IRON ROD I.P. IRON PIN FO FOUND —PL-- PROPERTY UNE — R001— RIGHT OF WAY SECTION UNE — PIPE— RAIL ROAD TRACKS BOUNDARY OF IMO TO BE ACOUIREO PI, -010 FD 1 I.P. SV CORNER TRACT 5 91.36 AC.. TRACT NOTES' THIS MAP TO ACCOMPANY FIELD NOTE DESCRIPTION SOURCE OF BEARING=TEXAS STATE PLANE TEXAS SOUTH 20NE-4205-NAD 83 • AREA - 8,096.08 50. FT., 0.19 AC. • THIS SURVEY IS SUBJECT TO ALL ENCUMBRANCES REFERENCED IN THE SCHEDULE B OF THE TIRE COMMITMENT PROVIDED BY THE CITY OF CORPUS CHRISTI (GUARANTY TIRE SERVICES). Exhibit "D" EXHIBIT OF 0.19 AC. 8,096.08 SQ. FT. OUT OF TRACT 1 REFERENCES: 91.36 ACRES, TRACT 1 VOLUME 1, PAGES 48 do 49 MISCELLANEOUS MAP RECORDS, NUECES COUNTY, TEXAS CLERKS FILE NO. 320003 VOLUME 501, PAGE 228, D.R.N.C.T. 0 200 300 400 DATE: MAY 2012 LNV engineers 1 architects 1 contractors AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: 6/8/2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Interim Director of Engineering Services DanB @cctexas.com (361) 826-3729 PLAY IN THE PARK Street Closure CAPTION: Motion approving the application for street closure from Destination Bayfront to temporarily close Northbound Shoreline between Furman Avenue and Coopers Alley beginning at 8:00 a.m. and ending at 2:00 p.m. for the Play In The Park event to take place on Saturday, June 30, 2012. BACKGROUND AND FINDINGS: Destination Bayfront is requesting the street closure of north bound Shoreline between Furman Avenue and Coopers Alley to hold a "Play in the Park" event. There will be various activities taking place along Destination Bayfront from volleyball players, to dog walkers, runners, and other active groups. The street closure will allow for a safe pedestrian crossing and the public will be able to see the benefits of the proposed Destination Bayfront Project. Traffic Control set up will begin on Saturday, June 30, 2012 at 8:00 a.m. to allow for event set up. The event will begin at 9:00 a.m. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Sec. 49 -17 EMERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered Expended Amount Check Reimbursement This item BALANCE Fund(s): General Funds Comments: RECOMMENDATION: City Staff recommends the approval from Destination Bayfront for the Play In The Park event, pending insurance. LIST OF SUPPORTING DOCUMENTS: Location Maps Application Approvals: Veronica Ocanas, Assistant City Attorney Constance P. Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar R. Martinez, Assistant City Manager COOPERS ALLEY N SCALE: N.T.S. TEMPORARY STREET CLOSURE FOR PLAY IN THE PARK - 2012 PARK AVE. ® - STREET CLOSURE ■ ■ SUBJECT: PLAY IN THE PARK - 2012 JUNE 30, 2012 - SITE PLAN - Traffic Engineering Div. Engineering Services Dept. ih City of •■••■ = Coi-pus ■•••I Chnsti City of Corpus Christi Department of Engineering Services Traffic Engineering APPLICATION FOR TEMPORARY CLOSURE OF STREET(S) PERMIT CorpusChristi ***** All-Amenca Crtv 11111 1. Name of Organization Sponsoring Event: /1 /6) Address: /VW )cf-) City: //) Phone #: ( State: Zip: Email: 7;77 /7/711:-1- 7 S' 2. Name of Proposed Event: 3. Date of Planned Event: 4. Key Contact Individual Fax #: /, L Phone #: 5. Street(s) Requested for Closure, Dates and Times of Day: - DESCRIBE 7'1) (s7/-1,/-) <To 6. Purpose of Event and Detailed Description of Activities Planned: Ti$ <7-7/k,/ /=:; 7-) L7/Ar../ P//c) v 2 1-:!!Z) ,.!z7 ./(:: //f5: 1)(!) 17:: / IT: .3 I-7/V ) -7//v 7. List foods and beverages to be served: Page 1 of 8 8. Services Requested by the City: 9. Attach a diagram illustrating in detail the location of booths, stages, restrooms, first-aid stations, etc., that will be included in the event. 10. Enclose a check or money order for $200 to cover administrative costs of handling application, payable to the City of Corpus Christi (City Ordinance #20463, 9/20/88). 11. Attach an official letter of transmittal requesting approval of the event at least (30) day prior to the event date. 12. In consideration of obtaining a permit to close a City street for a public event, the applicant or sponsoring organization agrees to comply with the following applicable conditions: A. Admittance to said event shall be free; B. All profits derived from the event shall be for charitable causes; C. Pay the City four-percent (4%) of the gross receipts derived from event, or reimburse the City for all costs incurred by the City in support of said event. Accurate financial records shall be maintained and payment shall be made to the city within sixty (60) days after the event ends. D. *Provide and maintain an insurance policy with the limits and requirements shown on the attached Exhibit "A". E. *Completion of Indemnification Agreement; F. *Provision of a traffic control plan for event, to be coordinated with the Traffic Engineering Division and Police Department, The City shall be reimbursed for its installation of all traffic signage and barricading determined by the City to be necessary for safe control of the event. G. *Require written notice and notice to be given to tenants and building managers; and posting of same inside entrances to multi-tenant buildings. This notice is to be furnished and posted a minimum of 2 week prior to the required City Council meeting at which the motion to approve the Temporary Street Closure permit will be considered. H. Provide adequate number of restroom facilities to accommodate the anticipated public; Obtain the appropriate alcohol and food permits required by State and Local authorities, at least two (2) weeks prior to the event; J. All security other than perimeter traffic control shall be provided by sponsor; security shall consist of off-duty City Police officers, or other type security officially approved by the City. Page 2 of 8 K. All construction of booths, stages, displays, electrical services and plumbing shall comply with City Codes. The final layout of booths shall be approved by the Director of Parks and Recreation; L. Provide for potable water within the event site; M. Provide first-aid stations; N. Provide continuous cleaning of the site during the event and return it to pre-event condition after event ends; 0. Restore any damaged City property promptly after event ends; P. Coordinate all phases of event with appropriate City departments to insure a safe and successful event; Q. Vehicles shall be prohibited from parking on grass areas within the street right-of-way. R. No obliteration or defacing of the street surface or sidewalk; except by chalk markings; S. All City Noise Abatement Ordinances shall be complied with; T. Allow for the free passage of emergency vehicles into event area in case of emergency; U. Carnival-type rides will not be permitted. V. Building and Electrical permits for a temporary promotional event, associated construction and Certificate of Occupancy are required. *Evidence that these conditions have been met must be presented to the City Traffic Engineer prior to the request being submitted to the City Council for final approval. Event Chairman/Organizer Signature Sponsoring Organization Date Submitted For more information please contact: The City of Corpus Christi, Traffic Engineering Division at: Ph: 361-826-3547 • Fax: 361-826-3545 1201 Leopard St. Corpus Christi TX 78401 • PO Box 9277 Corpus Christi, TX 78469-9277 Page 3 of 8 INDEMNITY AGREEMENT THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS COUNTY OF NUECES WHEREAS, Section iii of said standards, entitled Procedure and Permit Requirements, requires a contractor for a permit to close or block any part of a roadway to file a statement with the Director of Engineering Services Traffic Engineering Division indemnifying in the city against all claims or causes of action by reason of or arising from the closing or blocking of the roadway pursuant to a permit issued by the City. Now, therefore, in consideration for the issuance of a permit to the undersigned by the City of Corpus Christi, for the purpose of barricading, blocking or closing a street, alley or other public right-of-way in said City, said permit applicant agrees to indemnify and safe harmless and defended the City of Corpus Christi, its agents and employees from any and all claims, lawsuits, demands, liabilities, losses or expenses, including court costs and reasonable attorney=s fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damages to any property which arise or may be alleged to have arisen directly or indirectly, as a result of the granting of this permit. The Contractor, during the term of operations specified in this Public Right-of- Way Blockage Permit, will provide and maintain at the Contractor expense, Comprehensive General Liability Insurance coverage with a Contractual Liability endorsement and with minimum limits of $1,000,000 Combined Single Limit for large events or $500,000 for small events as required by the Risk Manager of the City of Corpus Christi pursuant to Ordinance #19277. The City of Corpus Christi will be named as Additional Insured on the policy. Evidence of required insurance coverage with a Certificate of Insurance furnished to the Traffic Engineering Division prior to the proposed blockage under this permit. Witness my (our) hand(s) this date of 20 Permit Applicant Signature Company Name Page 4 of 8 ASSOCNAYES Dei at or a nt Site ART CENTER MARI NA BASIN DESTINATION BAYFRONT 34 ACRES AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: TO: FROM: June 7, 2012 Ronald L. Olson, City Manager Mark Van Vleck, Interim Director, Department of Development Services MarkVV@cctexas.com (361) 826 -3246 UTILITY EASEMENT CLOSURE Abandoning and vacating a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26. CAPTION: Ordinance abandoning and vacating a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26, located on the east side of Wishbone Court and north of Durant Drive; and requiring the owners, Raymundo Ramos, Jr., and Rosario G. Ramos, to comply with the specified conditions. BACKGROUND AND FINDINGS: Raymundo Ramos, Jr., and Rosario G. Ramos (Owners) are requesting the abandonment and vacation of a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26. The abandonment and vacation of the utility easement is requested in order to resolve the encroachment of a swimming pool and storage building in the existing 7.5- foot -wide utility easement at the rear of the property prior to sale. Staff recommends that the Owners pay the fair market value of $750.00 for the abandonment and vacation of the utility easement. The Owners must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will, however, adversely impact the Owners' ability to move forward with the sale of their property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The requirements are in compliance with the City of Corpus Christi, Code of Ordinances, Sec. 49 -13. EMERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. The City Gas Department has a two -inch gas line located one (1) foot from the fence at the back of the property, and approximately 1.3 feet from the deck of the swimming pool. Grande Communications has an underground cable approximately two feet from the fence at the back of the property. None of the other City departments or franchised utility companies had any facilities within or objections to the proposed easement closure. FINANCIAL IMPACT: ❑ Operating Z Revenue ❑ Capital ❑Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $750.00 750.00 BALANCE $750.00 750.00 Fund(s): 3530 Street CIP Fund — Street Closure Trust Account Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified conditions of the easement closure ordinance: a. The Owners are required to pay the fair market value of $750.00 for the abandonment and vacation of the 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26. b. Owners are required to allow access to the existing public utilities within the utility easement at all times without cost to the City or any of the public utility companies for restoration of any surface improvements and landscaping. c. Owners are required to maintain the area between the existing swimming pool and storage building and the remaining portion of the 7.5 -foot utility easement and keep said area free of any permanent structures that could prohibit access and maneuverability within the easement for the maintenance, repair, or replacement of any existing public utilities or installation of any future utilities. d. Owners must comply with all the specified conditions of the ordinance within 180 days of Council approval. C:AProgram Files\ Granicus \Legistar5\Packet \981_City Council 6_26_2012 \0009_1 Agenda Memo - Wooldridge Creek Unit 12 .doc e. Upon approval by Council and issuance of the ordinance, all grants of easement closure must be recorded at Owners' expense in the real property Map Records of Nueces County, Texas, in which the property is located. Prior to the permitting of any construction on the land, an up -to -date survey, abstracted for all easements and items of record, must be submitted to the Director of Development Services, or his designee. LIST OF SUPPORTING DOCUMENTS: Location Map Ordinance Exhibit A — Property Survey Exhibits B, C — Metes and Bounds Description & Accompanying Map C:AProgram Files\ Granicus \Legistar5\Packet \981_City Council 6_26_2012 \0009_1 Agenda Memo - Wooldridge Creek Unit 12 .doc Location kW PROPOSED EASE ENT C OSUii (318 Square Peet) The City of Corpus Christi provides this information to enhance public awareness. This information is continually under development and therefore, subject to change without notice. White we endeavor to provide timely and accurate fnfonmmalion, we make no guarantees. The City of Corpus Christi makes no warranty, express or Implied, including werranUon of merchantability and fitness for a particular purpose. Use of the information is the sate responsibility of the user. The material from this document comes from variety of sources, We do not control or guarantee the accuracy, relevance, ilmeliness orcompleleness of any outside info oration. SASEMAP STREET NAME STREETNAME - MAJOR 462 ti EXHIBIT A Ordinance abandoning and vacating a 318 - square -foot portion of a 7.5 -foot- wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26; and requiring the owners, Raymundo Ramos, Jr., and Rosario G. Ramos, to comply with the specified conditions. Whereas, Raymundo Ramos, Jr., and Rosario G. Ramos (Owners) are requesting the abandonment and vacation of a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26, located on the east side of Wishbone Court and north of Durant Drive, in order to resolve the encroachment of a swimming pool and storage building within the existing 7.5- foot -wide utility easement located at the rear of the property. Whereas, with proper notice to the public, a public hearing was held on Tuesday, June 26, 2012, a during meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and Whereas, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26, subject to the provisions below; (Exhibit A — Location Map, Exhibits B & C - Metes and Bounds Description & Accompanying Map). Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. That a 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26, located on the east side of Wishbone Court and north of Durant Drive, as recorded in Volume 64, Pages 68 -69 of the Map Records of Nueces County, Texas, is abandoned and vacated, subject to Owners' compliance with the conditions specified in Section 2 below: Section 2. The abandonment and vacation of the above utility easement is conditioned upon Owners' compliance with the following: a. The Owners are required to pay the fair market value of $750.00 for the abandonment and vacation of the 318 - square -foot portion of a 7.5- foot -wide utility easement out of Wooldridge Creek Unit 12, Block 2, Lot 26. b. Owners are required to allow access to the existing public utilities within the utility easement at all times without cost to the City or any of the public utility companies for restoration of any surface improvements and landscaping. c. Owners are required to maintain the area between the existing swimming pool and storage building and the remaining portion of the 7.5 -foot utility easement and keep said area free of any permanent structures that could prohibit access and maneuverability within the easement for the maintenance, repair, or replacement of any existing public utilities or installation of any future utilities. d. Owners must comply with all the specified conditions of the ordinance within 180 days of Council approval. Page 2 of 2 e. Upon approval by Council and issuance of the ordinance, all grants of easement closure must be recorded at Owners' expense in the real property Map Records of Nueces County, Texas, in which the property is located. Prior to the permitting of any construction on the land, an up -to -date survey, abstracted for all easements and items of record, must be submitted to the Director of Development Services, or his designee. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2012, by the following votes: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal That the foregoing ordinance was read for the second time and passed finally on this the day of , 2012, by the following votes: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal PASSED AND APPROVED this the day of , 2012. ATTEST: Armando Chapa City Secretary Joe Adame Mayor K: \DevelopmentSvcs \SPECIAL SERVICES \Willie Medina \EASEMENT CLOSURES \Wooldridge Creek Unit 12 \Wooldridge Creek Unit 12.ORD.revACG.doc PROPOSED EASEMENT CLOSURE LOT 26 BLOCK 2 WOOLDRIDGE CREEK UNIT 12 NUECES COUNTY, "TEXAS EXHIBIT A 2526 WISHBONE CT 50' RIGHT OF WAY Location Map Gti SITE AVIL STATE OF TEXAS COUNTY OF NUECES Exhibit B Field Notes of 318 sq. ft. out of Lot 26, .Block 2, Wooldridge Creek Unit 12, Nueces County, Texas, recorded in Volume 64, Pages 68 -69, Map Records of Nueces County, Texas. Said 318 sq. ft. being more particularly described as follows: COMMENCING at 5/8" iron rod found for the common corner being the northeast corner of Lot 26, the northwest corner of Lot 33, the southeast corner of Lot 25 and the southwest corner of Lot 34, Wooldridge Creek Unit 2. THENCE North 61 °00'00" West, with the north boundary of said Lot 26 and the south boundary of said Lot 25, a distance of 2.2 feet to a point for the POINT of BEGINNING. THENCE South 29 °00'00" West, a distance of 60.00 feet to a point on the south boundary said Lot 26 and the north boundary of Lot 27. THENCE North 61 °00'00" West, with the south boundary of Lot 26, a distance of 5.3 feet to a point. THENCE North 29 °00'00" East, a distance of 60.00 feet to a point on the north boundary said Lot 26 THENCE South 61 °00'00" East, with the north boundary of Lot 26 a distance of 5.3 feet to the POINT of BEGINNING of this survey, and containing 318 sq. ft. of land, more or less. Notes: 1.) Bearings are based on the recorded plat. 2.) This legal description does not represent an on the ground survey I, Ronald E. Brister do hereby certify that this survey of the property legally described herein is correct to the best of my knowledge and belief. Ronald E. Brister, RPLS No. 5407 Date: May 25, 2012. Job No. 12484 PROPOSED EASEMENT CLOSURE LOT 26 BLOCK 2 WOOLDRIDGE CREEK UNIT 12 NUECES COUNTY, TEXAS EXHIBIT C S 29 °00'00" W 60.00' (PLAT) 5.30' 00'S-1-1 H 0000.-19 S PROPOSED EASEMENT CLOSURE LOT 26 BLOCK 2 N 29 °00'00" E 60.00' (PLAT) 2526 WISHBONE CT 50' RIGHT OF WAY (lv 1d) ,00'STT M „00,00. -19 N 2.20' AGENDA MEMORANDUM for the City Council Meeting of June 19, 2012 DATE: June 7, 2012 TO: Ronald L. Olson, City Manager FROM: Pete Anaya, P.E., Director of Planning and Environmental Services PeteAn@cctexas.com 361- 826 -3081 Presentation, public hearing and first reading of an ordinance adopting the Joint Erosion Response Plan and amendments to Chapter 10: Beachfront Management and Construction CAPTION: Public Hearing and Ordinance to consider adopting The Joint Erosion Response Plan for Nueces County and the City of Corpus Christi 2012; amending the Code of Ordinances, City of Corpus Christi, Chapter 10, Beachfront Management and Construction, by designating the erosion response building set -back line or erosion set -back line, requiring an erosion response permit for construction seaward of the erosion set -back line, and making other conforming changes to the chapter; adding the City's Erosion Response Plan as an appendix to the City of Corpus Christi, Texas, Dune Protection and Beach Access Regulations; providing for penalties; providing for severance; providing for publication; and providing a delayed effective date. PURPOSE: The purpose of the Erosion Response plan is to satisfy the requirements of Texas Natural Resources Code 33.607 for local governments to develop plans for reducing public expenditures for erosion and storm damage losses to public and private property, including public beaches. Per the state statute, the City Council provided a draft Erosion Response Plan to the Texas General Land Office by July 1, 2011. The Texas General Land Office has provided comments on the draft ERP and the City must provide a final plan to Texas General Land Office by July 1, 2012. The TxGLO will then request public comments by publishing the plan in the Texas Register and to complete the state review process for plan certification by December 31, 2012. BACKGROUND AND FINDINGS: Direction provided by City Council has been to eliminate conflicts between the City's and the County's Erosion Response Plans by making each plan as similar as possible and to use 350 foot as a distance for the setback line in the plan. In order to make the plans as similar as possible, Planning Staff formed an Erosion Response Plan Working Group. Members included representatives from the Planning Commission, Nueces County Beach Management Advisory Committee, Mustang and Padre Island Strategic Action Committee, the Water Shore Advisory Committee, City Staff (Legal, Park and Recreation, Planning) and County Staff (County Parks Department) The ERP Working Group met four times to provide detailed input on the plan and how to address Texas GLO Comments. The Joint Erosion Response Plan addresses two primary areas: protection of the beach and dune system; and, enhancement of public beach access. The plan includes a 350 foot building setback to protect the foredune ridge, exemptions for existing properties, priorities for dune widening, beach access goals including two new beach access roads and a new Erosion Response Permit requirement. The Erosion Response Permit will only be required for exempt construction located in the 350 foot building setback area. An executive summary of the plan is attached as well as a full copy of the plan and ordinance. The full document can also be viewed at: www.cctexas.com/planninq. Public outreach has included presentations to: • Texas Coastal Bend Surfrider Foundation; • Coastal Bend Bays Foundation; • The island Strategic Action Committee; • Watershore Advisory Committee; • Nueces County Beach Management Advisory Committee; • Corpus Christi Planning Commission; and • Nueces County Commissioner's Court. ALTERNATIVES: Not completing an Erosion Response Plan would place the City at a disadvantage when competing with other coastal cities for Texas General Land Office grant funding. OTHER CONSIDERATIONS: This will be the first jointly adopted County and City Plan. CONFORMITY TO CITY POLICY: Corpus Christi Policy Statements: Environment — Barrier Island Development a. PRESERVE PUBLIC ACCESS TO GULF BEACHES. Public access roads located at convenient points should be constructed, and those in existence should be maintained to disperse people throughout the islands and to insure that all public beaches remain accessible to the public. The roads should also be designed so that they protect the integrity of the islands and prohibit off -road traffic through the dunes. b. PROMOTE THE USAGE OF THE BARRIER ISLANDS IN WAYS THAT ENHANCE THEIR ATTRACTIVENESS AND UNIQUENESS. Future land use developments should be regulated so that they enhance these natural sanctuaries for present and future generations. c. DEVELOPMENT SHALL BE REGULATED TO PRESERVE THE INTEGRITY AND DYNAMICS OF THE ISLAND, ESPECIALL, THE SAND DUNE SYSTEM. Island development shall preserve the integrity and dynamics of the island ecology. The dunes should be protected so that when development occurs, it takes place behind the sand dunes. In this manner, the dunes will remain undisturbed; and they will protect the islands from severe erosion that frequently accompany hurricanes. Corpus Christi Sustainability Planning Study (HDR) Initiate long -range regional climate adaptation /sea level rise response and greenhouse gas management planning. EMERGENCY / NON - EMERGENCY: Non - Emergency. DEPARTMENTAL CLEARANCES: The Nueces County Beach Management Advisory Committee on May 2, 2012 recommended that the Commissioner's Court approve the Plan. Planning Commission conducted a public hearing and recommended City Council approval on May 9, 2012. The plan was presented to Nueces County Commissioner's Court on May 23, 2012, and the Court requested that the word "may" be changed to "shall" on page 16, Section III.D, of the Plan. Final Commissioner's Court action is scheduled for June 27, 2012. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): NA Comments: Funding of this plan will be through the City's Capital Budget and Capital Improvements Plan as funds become available. RECOMMENDATION: Staff recommends adoption, as amended by Nueces County Commissioner's Court, of the Erosion Response Plan and proposed amendments to Chapter 10: Beachfront Management and Construction of the City Code of Ordinance. LIST OF SUPPORTING DOCUMENTS: Executive Summary Planning Commission Minutes Ordinance A Joint Erosion Response Plan for Nueces County and the City of Corpus Christi Appendix 2: Map Exhibits 1 -20 Erosion Response Plan Executive Summary The purpose of the Erosion Response Plan is to reduce storm damage along the City and County gulf coastlines. The 81S1 Legislature amended Chapter 33 of the Natural Resources Code provided authority to the Texas General Land Office to formulate rules for local governments with gulf coast lines in their jurisdictions to create Erosion Response Plans. The Erosion Response Plan will be used by the General Land Office to qualify local governments for certain GLO grants. The Plan will be used by the City and the County to justify submission of grants for GLO funding for beach renourishment, dune system enhancements and improvements for public beach access. A draft City Erosion Response Plan was presented to City Council in June 2011. The City Council recommended the draft plan, with changes, to be submitted to the Texas General Land Office. (GLO) Part of City Council direction to staff was to develop a final plan that is as similar to the County's as possible. The GLO provided comments on the draft plan by October 2011. The Planning Department then formed an informal group of County officials and City officials to develop the final plan document. The informal group included representatives from the City Beach Dune Committee, the County Beach Management and Dune Protection Advisory Committee, the Water Shore Advisory Committee, and the Island Strategic Action Advisory Committee. The Erosion Response Plan Addresses: • Assessment of the foredune ridge in the Corpus Christi and Nueces County jurisdictions. • Review of scientific studies concerning storm surge, coastal erosion, and sea level rise. • Review of FEMA velocity zones on Mustang and Padre Islands. • The plan identifies the beach as the first line of defense to storm surge and the foredune ridge as the second line of defense. • The plan defines the minimum width of the public beach for provision of public beach access as 100 feet wide from the Line of Vegetation to the wet/dry line on the beach. • The goal for enhancing the foredune ridge is to establish a dune system of at least 14 feet high, 350 foot deep, and containing at least 50% vegetative coverage. • Mitigation sites for enhancing the foredune ridge are identified and prioritized. • Establishment of a 350 foot building setback line located 350 feet landward of the Line of Vegetation along the gulf beach. The building setback line will prevent new construction of residential or commercial buildings within the foredune ridge. • Land that is landward of the seawall is exempt from the Building Setback. • Existing structures are exempt from the building setback prohibition, provided there is no practicable alternatives, that the foot print of the building is not increased and that the new structure meets new construction guidelines. • The plan addresses enhancements to public beach access. Generally, these enhancements to public access focus on designs to reduce damage to the public access ways after storm events. The criteria for potential acquisition of property seaward of the Building Setback Line. MINUTES REGULAR PLANNING COMMISSION MEETING Council Chambers - City Hall May 9, 2012 5:30P.M. COMMISSIONERS: Rudy Garza, Chairman A. Javier Huerta, Vice - Chairman Mark Adame Absent• Marco Castillo Gabriel Guerra Absent• Evon J. Kelly Absent• Govind Nadkarni John C. Tamez STAFF: Sylvia Carrillo, Assistant Director Dan McGinn, AICP, Interim Manager, Land Development Miguel S. Saldana, AICP, Senior Planner Annika Gunning, Interim Senior Planner Andrew Dimas, City Planner Lisa Aguilar, Assistant City Attorney Linda Williams, Recording Secretary Si usted quiere dirigirse a la comision y su ingles es limitado, habra un interprets de espaliol a ingles en la junta para ayudarle. I. CALL TO ORDER The meeting was called to order by Chairman Garza at 5:43 p.m. and a quorum was declared. II. APPROVAL OF MINUTES Motion to approve the April 25, 2012 minutes was made by Commissioner Nadkarni and seconded by Commissioner Tamez. Motion passed with Commissioners Adame, Guerra and Kelly absent. III. PUBLIC HEARING AGENDA ITEMS C. ACTION ON THE JOINT EROSION RESPONSE PLAN FOR NUECES COUNTY AND THE CITY OF CORPUS CHRISTI Robert Payne, Planning Department, addressed the commission. Mr. Payne stated that Staff gave a presentation on the Plan at the April 11, 2012 meeting. Mr. Payne continued that last week Staff met with the Corpus Christi Surf Riders' Foundation and the Island Strategic Action Committee and both organizations provided positive input. Mr. Payne stated that on Wednesday, the Nueces County Joint Board (Nueces County Commission and the Nueces County Beach Management Advisory Committee) met and recommended that the plan be approved by the Nueces County Commissioners' Court. Mr. Payne continued one item was changed since the presentation was first presented to the Planning Commission in early April. to the plan presented in April, the setback stated 200 feet and it was changed to 350 feet. Mr. Payne referenced Section 10 -13, Code of Ordinances that establishes the erosion setback line. The ordinance and plan will be the same. The Erosion Plan was about using modern construction techniques and minimizing storm damage in the event of a hurricane. Mr. Payne stated State law was passed stating cities located near coastal areas had to adopt an Erosion Response Plan and such plan had to be reviewed by the Texas General Land Office. Mr. Payne stated "Beachfront Certificates" and "Dune Permits" were exempted from the 350 foot setback. Mr. Payne continued that platted lots that were within the 350 foot setback could be built on if the structure met all building standards. The structure had to be certified by a licensed Professional Engineer and the structure must be relocatable on pylons. Mr. Payne restated that the only change in the plan was the setback to 350 feet. The document was corrected and will match the proposed ordinance to adopt the Erosion Response Plan. Commissioner Tamez asked if there was an • issue regarding the minimum width on the public beach and Mr. Payne answered that the issue was the narrowing of the beach in certain areas. Chairman Garza asked if the recent ruling by the Texas General Land Office would have an impact on Corpus Christi and Mr. Payne answered that currently the ruling would not impact us, but it would affect Galveston. Commissioner Tamez asked if the setback of 90 feet for the vegetation line would prevent encroachment onto private land and Mr. Payne answered yes. Mr. Payne continued that the State's passing of the "Open Beach Act," set the tone of how this would be handled. Mr. Payne cited that the Sessions' court case ruling determined that the house was located on a portion of the beach as a result of a "rolling easement" and the court ruled that it was still considered as private property. Vice Chairman Huerta asked Staff if a final consensus had been determined in setting the vegetation line and, if so, which line would be used as a marker to establish the setback. Mr. Payne answered no final determination has been made, but the definition of a "vegetation line" and its purpose makes the determination even more difficult. After Mr. Payne's comments concluded, the public hearing was opened. Mr. Cliff Schlabach, Chairman of the Corpus Christi Surf Riders' Foundation, addressed the commission. Mr. Schlabach stated the organization has studied the plan because they have vested interest in ensuring the beaches are protected and maintained. Mr. Schlabach congratulated both Nueces County and the City for working together in creating the plan. Mr. Schlabach continued that the plan was very well researched and put together. Mr. Schlabach continued that the organization was very much behind and in favor of the plan. Mr. Schlabach stated initially, there were several concerns concerning the plan, but they were resolved at the meeting. The 350 -foot setback was one of the major items of concern. Mr. Schlabach stated he had spoken with Angela Sunlee with the Texas General Land Office and she highly praised the City and Nueces County for working together in creating the plan and stated it was one of best plans that had been presented to the GLO in a long time. The plan provides a lot of information and the organization fully supports it. After all comments concluded, the public hearing was closed. A motion to approve the joint Erosion Response Plan for Nueces County and the City of Corpus Christi was made by Commissioner Nadkarni and seconded by Commissioner Castillo. Motion passed with Commissioners Adame, Guerra and Kelly absent. K:IDEVELOPMENTSVCSISHARE011. PLANNING COMMISSION12012 PC12012 MINUTES105.09.12.PCMINS.DOC K:IDEVELOPMENTSVCSISHAREDI1. PLANNING COMMISSION12012 PC12012 MINUTES105.09.12.PCMINS.DOC Page 1 of 27 ORDINANCE ADOPTING THE JOINT EROSION RESPONSE PLAN FOR NUECES COUNTY AND THE CITY OF CORPUS CHRISTI 2012; AMENDING THE CODE OF ORDINANCES, CITY OF CORPUS CHRISTI, CHAPTER 10, BEACHFRONT MANAGEMENT AND CONSTRUCTION, BY DESIGNATING THE EROSION RESPONSE BUILDING SET -BACK LINE OR EROSION SET -BACK LINE, REQUIRING AN EROSION RESPONSE PERMIT FOR CONSTRUCTION SEAWARD OF THE EROSION SET -BACK LINE, AND MAKING OTHER CONFORMING CHANGES TO THE CHAPTER; ADDING THE CITY'S EROSION RESPONSE PLAN AS AN APPENDIX TO THE CITY OF CORPUS CHRISTI, TEXAS, DUNE PROTECTION AND BEACH ACCESS REGULATIONS; PROVIDING FOR PENALTIES; PROVIDING FOR SEVERANCE; PROVIDING FOR PUBLICATION; AND PROVIDING A DELAYED EFFECTIVE DATE. WHEREAS, a provision of the Coastal Public Lands Act, codified as Section 33.607(e), Texas Natural Resources Code, requires the City to prepare a local erosion response plan for reducing public expenditures for erosion and storm damage losses to public and private property, including public beaches; WHEREAS, the local erosion response plan is required to include a building set -back line that will accommodate shoreline retreat; WHEREAS, the local erosion response plan may: (1) Preserve and enhance the public's right of access to and use of the public beach; (2) Preserve critical sand dunes for natural storm protection and conservation purposes; (3) Establish a building set -back line no further landward than the dune protection line established by the local government; (4) Provide for the prohibition of new construction seaward of the building set- back line; and (5) Provide for the acquisition of fee title to or a lesser interest in property seaward of the building set -back line; WHEREAS, under the implementing rules adopted by the Texas General Land Office in 31 TAC 15 -17, the local erosion response plan may include: (1) A building set -back line that will accommodate a shoreline retreat based upon historical erosion rates as determined by the University of Texas at Austin, C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 2 of 27 Bureau of Economic Geology, or other source approved by the General Land Office; (2) A prohibition on new construction seaward of the building set -back line to ensure that to the maximum extent practicable, all structures should be constructed landward of the building set -back line; (3) Consideration of exemptions from the prohibition of residential and commercial construction seaward of the building set -back line for properties for which the owner has demonstrated to the satisfaction of the local government that no practicable alternatives to construction seaward of the building set -back line exist and properties with structures constructed or permitted prior to August 31, 2010; (4) Construction requirements for exempt properties, where the local government allows an exemption from the prohibition for building seaward of the building set- back line; (5) Procedures for preserving and enhancing the public's right of access to and use of the public beach from losses due to erosion and storm damage; (6) Procedures for preserving, restoring, and enhancing critical sand dunes for natural storm protection and conservation purposes; (7) Criteria for voluntary acquisition of property seaward of the building setback line, and procedures for prioritizing properties to be acquired; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The Joint Erosion Response Plan for Nueces County and the City of Corpus Christi 2012, which is attached to and incorporated into this ordinance as Exhibit A, is adopted. SECTION 2. The list of sections for Chapter 10, Code of Ordinances is revised to read as follows: "Chapter 10 BEACHFRONT MANAGEMENT AND CONSTRUCTION* "Article 1. Definitions "Sec. 10 -1. Definitions. "Secs. 10- 2-- 10 -10. Reserved. "Article 11. Administration "Sec. 10 -11. Purpose, adoption, compliance, and amendment. "Sec. 10 -12. Areas exempt. "Sec. 10 -13. Dune protection line,.-anal beachfront construction line, and erosion set -back line. "Sec. 10 -14. Alteration of dunes prohibited without permit. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 3 of 27 "Sec. 10 -15. Acts prohibited without a beachfront construction certificate. "Sec. 10 -16. Master planned developments. "Sec. 10 -17. Concurrent beach /dune committee. "Sec. 10 -18. Application process for beachfront construction certificates and concurrent dune protection permit/beachfront construction certificates. "Sec. 10 -19. Contents of applications. "Sec. 10 -20. State agency comments. "Sec. 10 -21. Issuance or denial of permit /certificate. "Sec. 10 -22. Terms and renewal of permits /certificates. "Sec. 10 -23. Termination of permits /certificates. "Sec. 10 -24. Administrative record. "Sec. 10 -25. Reserved. "Article III. Requirements for Dune Protection Permits "Sec. 10 -26. Required findings. "Sec. 10 -27. Prohibited activities. "Sec. 10 -28. No material weakening. "Sec. 10 -29. Mitigation of other adverse effects. "Sec. 10 -30. Application fees. "Secs. 10- 31-- 10 -35. Reserved. "Article IV. Requirements for Beachfront Construction Certificates "Sec. 10 -36. Required findings. "Sec. 10 -37. Dedication of equivalent or better access. "Sec. 10 -38. Application fees. "Secs. 10 -39, 10 -40. Reserved. "Article V. Concurrent Requirements for Both Dune Protection Permits and Beachfront Construction Certificates "Sec. 10 -41. General erosion protection requirements. "Sec. 10 -42. General flood protection requirements. "Sec. 10 -43. Variances from federal requirements. "Sec. 10 -44. Special requirements for eroding areas. "Sec. 10 -45. Application fees. "Secs. 10- 46-- 10 -50. Reserved. "Article VI. Management of the Public Beach "Sec. 10 -51. General access policies. "Sec. 10 -52. Designation of access ways, parking areas, and beaches closed to motor vehicles. "Sec. 10 -53. Abandonments of public access or parking areas prohibited. "Sec. 10 -54. Interfering with access prohibited. "Sec. 10 -55. Post -storm assessment. "Sec. 10 -56. Beach closures. "Sec. 10 -57. Littering prohibited. "Sec. 10 -58. Camping. "Sec. 10 -59. Animal control. "Sec. 10 -60. Monitoring. "Sec. 10 -61. Beach nourishment standards. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordlnance - ERP May 25 2012.docx Page 4 of 27 "Sec. 10 -62. Dune restoration standards. "Sec. 10 -63. Dune walkovers. "Sec. 10 -64. Standards for beach maintenance and other activities. "Sec. 10 -65. Glass bottles and glass containers prohibited. "Sec. 10 -66. Vessel operating from Gulf beaches restricted. "Sec. 10 -67. Fires regulated. "Sec. 10 -68. Gulf of Mexico beach vendors -- Special regulations. "Secs. 10 -69, 10 -70. Reserved. "Article VII. Traffic "Sec. 10 -71. Public beach as a street right -of -way. "Sec. 10 -72. Obstruction of the main traveled roadway. "Sec. 10 -73. Vehicular operation. "Sec. 10 -74. Speed limits. "Sec. 10 -75. Parking. "Sec. 10 -76. Pedestrian crossings. "Sec. 10 -77. Vehicle- restricted areas and pedestrian safe areas. "Sec. 10 -78. Authorized and emergency vehicles. "Sec. 10 -79. Two -way traffic on beach and access roads. "Sec. 10 -80. One -way traffic on beach and access roads. "Sec. 10 -81. Portions of the beach closed. "Sec. 10 -82. Limits on number of vehicles allowed on beach during special events. -- 10 -85. Reserved. "Secs. 10 -83 "Article VIII. Fees "Sec. 10 -86. "Sec. 10 -87. "Sec. 10 -88. "Sec. 10 -89. "Sec. 10 -90. "Secs. 10 -91 Beach user fees. Use of fee revenue. Indirect costs and accounting. Beach parking prohibited without beach parking permit. Sale of beach parking permits. -- 10 -96. Reserved. "Article IX. Penalties "Sec. 10 -97. Penalties. "Secs. 10- 98 - -10 -100. Reserved. "Article X. General Provisions "Sec. 10 -101. Construction. "Sec. 10 -102. Boundary determinations. "Sec. 10 -103. Beaches presumed to be public. "Sec. 10 -104. General prohibition. "Sec. 10 -105. Appeals and declaratory judgment suits. "Secs. 10- 106 - -10 -110. Reserved. "Article XI. Beach Festivals "Sec. 10 -111. Definitions. "Sec. 10 -112. Registration and permit required. "Sec. 10 -113. Application for permit -- Filing; contents; fee. "Sec. 10 -114. Health, sanitation, and fire control requirements. "Sec. 10 -115. Agreement as to use of public beach. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordlnance - ERP May 25 2012.docx Page 5 of 27 "Sec. 10 -116. Review and processing of applications. "Sec. 10 -117. Hearing. "Sec. 10 -118. Denial of permit; grounds. "Sec. 10 -119. Scope of permit. "Sec. 10 -120. Revocation of permit. "Secs. 10- 121 - -10 -130. Reserved. "Article XII. Requirements for Erosion Response Permits "Sec. 10 -131. Application process for erosion response permit. "Sec. 10 -132. Contents of applications. "Sec. 10 -133. Issuance or denial of permit /certificate. "Sec. 10 -134. Required findings. "Sec. 10 -135. Prohibited activities. "Sec. 10 -136. No material weakening. "Sec. 10 -137. Mitigation of other adverse effects. "Sec. 10 -138. Application fees. "Sec. 10 -139. Terms and renewal of permits /certificates. "Sec. 10 -140. Termination of permits /certificates. "Sec. 10 -141. Administrative record." SECTION 3. Section 10 -1 is amended by adding definitions for the terms "erosion response building set -back line or erosion set -back line," "erosion response permit," and "erosion response plan," to read as follows: "Sec. 10 -1. Definitions. "The following words and terms, when used in these regulations, shall have the following meanings, unless the context clearly indicates otherwise: "Erosion response building set -back line or erosion set -back line means an imaginary line at least 350 feet landward of the line of vegetation that is established by Texas Natural Resources Code Definition 61.006. "Erosion response permit means a permit for the construction of any structure seaward of the erosion set -back line that certifies that the structure is authorized under the City's erosion response plan. "Erosion response plan means the City's plan for reducing public expenditures for erosion and storm damage losses to public and private property, including public beaches, as mandated by Section 33.607, Texas Natural Resources Code, and 31 TAC 15.17, which is attached to an incorporated into this chapter as appendix XVIII." C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 6 of 27 SECTION 4. Section 10 -11(a) and (b), Code of Ordinances, is revised to read as follows: "Sec. 10 -11. Purpose, adoption, compliance, and amendment. "(a) These regulations are adopted pursuant to the authority granted local governments under the Open Beaches Act, Chapter 61, Texas Natural Resources Code, the Dune Protection Act, Chapter 63, Texas Natural Resources Code, the Coastal Public Lands Act, Chapter 33, Texas Natural Resources Code, Subchapter I of Chapter 16, Texas Water Code, V.T.C.A., Local Government Code Chapters 211 and 212, V.T.C.S art. 6701d (Motor Vehicles), the City of Corpus Christi's Comprehensive Plan and Flood Hazard Prevention Code and other statutes of general applicability. "(b) All persons shall comply with these regulations in authorizing or undertaking any activity affecting dunes seaward of the dune protection line— any activity affecting public use of the public beach or any activity affecting public access to and from the public beach, and activity affecting the preservation, restoration, or enhancement of critical sand dunes that provide natural storm protection. A dune protection permit application is required if the site is located seaward of the dune protection line and a beachfront construction certificate is required if the site is located seaward of the beachfront construction line, and an erosion response permit is required if the site is located seaward of the erosion set -back line." SECTION 5. Section 10 -13, Code of Ordinances, is amended by revising the caption, redesignating subsections (c) – (e) as subsections (d) – (f), and adding a new subsection (c), to read as follows: "Sec. 10 -13. Dune protection line,, -and beachfront construction line, and erosion set -back line. "(c) Erosion set -back line. The land area seaward of this line is subject to the Coastal Public Lands Act and associated state and local regulations. The following line is established as the erosion set -back line for the purpose of delineating areas in which construction is likely to effect the ability of the dunes to offer substantial protection from storm surge damage to structures landward of the line or increase the risks that structures may end up on the public beach due to shoreline retreat: "A line running parallel to the beach that is 350 feet landward of the line of vegetation, except in the area landward of the seawall in North Padre Island, line is depicted on maps in Appendix XVIII. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council_6 -26- 2012 \0010 -4– Ordinance - ERP May 25 2012.docx Page 7 of 27 "(d) Maps. The dune protection line is depicted on the map attached to these regulations as Appendix II. The beachfront construction line is depicted on the map attached to these regulations as Appendix III. The erosion set -back line is depicted on maps attached to these regulations in Appendix XVIII. "(d) (e) Review. The location of the dune protection line and beachfront construction line shall be reviewed by the concurrent beach /dune committee (section 10 -17) at least once every five (5) years to determine whether the lines are adequately located to achieve their stated purposes. In addition, the adequacy of the location of the lines shall be reviewed by the committee within ninety (90) days after a tropical storm or hurricane affects the portion of the coast lying within the city's jurisdiction. "(c) (f) Public hearing. Should the concurrent beach /dune committee determine that either the dune protection or beachfront construction line should be adjusted, the committee shall hold a public hearing to consider adjustments to the lines no sooner than fifteen (15) days after public notice in the newspaper with the largest circulation in the county. The committee shall forward its recommendation and reasons for the recommended adjustment to the City of Corpus Christi City Council. Subsequent to receiving the committee's recommendation, the city council shall hold a public hearing to consider the modifications. Not less than one (1) week nor more than three (3) weeks before the date of the hearing, the city will publish notice of the hearing at least three (3) times in the newspaper with the largest circulation in the county. Written notice will be given the general land office in writing no less than one (1) week nor more than three (3) weeks before the date of the hearing. The notice to the general land office shall include a map or drawing of the proposed line, a written description of the line, or both (including Texas State Plane Coordinates)." SECTION 6. Section 10- 14(b), Code of Ordinances, is revised to read as follows: "Sec. 10 -14. Alteration of dunes prohibited without permit. "(b) Pursuant to the Dune Protection Act, § 63.052, the following activities are exempt from the requirement for a dune protection permit, but are subject to the requirements of the Open Beaches Act, the Coastal Public Lands Act, and the rules promulgated under the Open Beaches Act and Coastal Public Lands Act and may include a beachfront construction certificate or a permit pursuant to other city ordinances:" C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 8 of 27 SECTION 7. Section 10 -15, Code of Ordinances, is revised to read as follows: "Sec. 10 -15. Acts prohibited without a beachfront construction certificate. "No person shall cause, engage in, or allow construction on land adjacent to and landward of public beaches within the area seaward of the beachfront construction line without a beachfront construction certificate. Construction not affecting public beach access and use may nevertheless require a dune protection permit, erosion response permit, or a permit pursuant to other city ordinances." SECTION 8. Chapter 10, Code of Ordinances, is amended by adding a new Section 10 -15A to read as follows: "Sec. 10 -15A. Acts prohibited without an erosion response permit. "No person may cause, engage in, or allow construction of any structure on land adjacent to and landward of public beaches within the area seaward of the erosion set -back line without an erosion response permit. Construction may also require a dune protection permit, beachfront construction certificate, or another permit under other city ordinances. SECTION 9. Section 10- 44(b), Code of Ordinances, is amended by adding paragraphs (1) and (2), to read as follows: "Sec. 10 -44. Special requirements for eroding areas. "(b) In addition to the other requirements of these regulations, in eroding areas, permittees shall: (1) Require that structures built in eroding areas be elevated on pilings under FEMA minimum standards or above the natural elevation (whichever is greater). (2) Require that structures located on property adjacent to the public beach be designed for feasible relocation. SECTION 10. Chapter 10, Code of Ordinances, is amended by adding a new Article XII to read as follows: "Article XII. Requirements for Erosion Response Permits "Sec. 10 -131. Application process for erosion response permit. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 9 of 27 "(a) Prior to submission of any erosion response permit application, the applicant is encouraged to confer with the planning director's staff on an informal basis to discuss the proposed application and its conformity with the comprehensive plan; the applicable dune protection and beach access plans; the erosion response plan; dune protection, beach access, and erosion response regulations; state law and regulations; and the proposed development's relationship to surrounding property, streets, existing drainage patterns, existing and proposed utilities, etc. "(b) In order to obtain an erosion response permit, the applicant shall make an erosion response permit application, as outlined in section 10 -132, if the proposed construction is seaward of the erosion set -back line (including an elevated dune walkover; paved walkways, parking areas, and patios; storage sheds; swimming pools, gazebos, and other accessory structures). "(c) Potential applicants proposing construction seaward of the erosion set -back line may submit descriptions of proposed construction to the planning director as outlined in Appendix XIX. "(d) If the potential applicant seeks to establish that no erosion response permit is required the description shall explain why. The planning director shall determine whether the construction requires an erosion response permit under these regulations. Upon determination that a project does or does not require an erosion response permit under these regulations, the planning director shall notify the potential applicant in writing of such action. "(e) Within three (3) working days of receipt of a erosion response permit application, the planning director shall review the application for completeness. "(1) If an application is incomplete the planning director will notify the applicant of the deficiencies and offer the applicant the opportunity to provide all required information and drawings. "(2) An application for an erosion response permit shall be deemed to have been abandoned two (2) months from the date of filing for the permit, unless all required information and drawings are provided before then. "(f) An application must be considered complete when information requested by planning director has been provided. "(q) Within five (5) days of determining that the application is complete the planning director shall review the completed application. "(h) Within three (3) working days of the date the planning director takes final action on an application, the planning director shall notify the applicant whether the erosion response permit was approved or denied and what conditions, if any, are required. "Sec. 10 -132. Contents of applications. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 10 of 27 "(a) Application forms may be obtained from the planning director. "(b) All of the required information must be submitted with the application before the application is considered submitted for approval. Incomplete applications must be returned to the applicant without action by the planning director. "(c) For a erosion response permit, the applicant shall submit three (3) copies of the erosion response permit application. The erosion response permit application shall consist of: "(1) The name, address, phone number, and, if applicable, fax number of the applicant, and the name of the property owner, if different from the applicant. "(2) A complete legal description of the tract and a statement of its size in acres or square feet. "(3) A description of the proposed construction, including the number of proposed structures and whether the structures are amenities or habitable structures. "(4) Whether the proposed construction will include a dune walkover and whether the dune walkover will be constructed under the dune walkover construction standards in the Texas General Land Office's Dune Protection and Improvement Manual for the Texas Gulf Coast. "(5) The height of the lowest habitable floor of the proposed structures and whether it is at or above the FEMA base flood elevation. "(6) A scalable site plan that includes the following: "a. Legal description of the tract, including, where applicable, the subdivision, block, and lot designations. "b. Location of the property lines and a notation of the legal description of adjoining tracts. "c. Location, footprint, and perimeter of the existing and proposed structures on the tract (the location, footprint, or perimeter of a proposed structure is not required for proposed structures located landward of the erosion set -back line). "d. Location of proposed roadways and driveways on the tract (the location of proposed roadways and driveways is not required for proposed structures located landward of erosion set -back line). "e. Location of any seawalls or any other erosion response structures on the tract or any seawalls or other erosion response C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 11 of 27 structures within two hundred (200) feet of the tract, which are located on the properties adjoining the tract. "f. Location of the beachfront construction line, dune protection line, vegetation line, erosion set -back line, erosion area line, or erosion area restriction line, mean high tide line, and mean low tide line. "q. Location of any existing beach access ways that are located either on the property or adjacent to the tract. "h. Location of any future beach access ways, based on elements of the city's comprehensive plan, including the transportation plan or applicable area development plan, that are located either on the property or adjacent to the tract. "i. Location of any existing or proposed walkways, parking areas, patios, or dune walkovers on the tract. "j. Proposed landscaping activities on the tract seaward of the erosion set -back line. "k. If known, the location and extent of any man -made vegetated mounds, restored dunes, fill activities, or any other pre - existing human modifications on the tract. "I. The location and extent of wetlands. "(7) A grading and layout plan identifying all existing and proposed structures and paved areas, all elevations (in reference to the National Oceanic and Atmospheric Administration datum), existing contours of the project area (including the location of dunes and swales), and proposed contours for the final grade. " (8) The approximate percentage of existing and finished open spaces (those areas completely free of structures) seaward of the erosion set- back line. "(9) The floor plan and elevation view of any structures proposed to be constructed or expanded seaward of the erosion set -back line. "(10) The approximate duration of the construction. "(11) Photographs of the site which clearly show the current location of the vegetation line and the existing dunes on the tract. "(12) The effects of the proposed activity on the beach /dune system which cannot be avoided should the proposed activity be permitted, including, C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 12 of 27 but not limited to, damage to dune vegetation, alteration of dune size and shape, and changes in dune hydrology. "(13) A comprehensive mitigation plan which includes a detailed description of the methods which will be used to avoid, minimize, mitigate, and compensate for any adverse effects on dunes or dune vegetation. "(14) For all proposed construction, if applicant already has the following items and information, the applicant shall, in addition, submit a copy of a topographical survey (two -foot contour intervals) of the site. "(d) For all proposed construction, if applicant for an erosion response permit already has the following items and information, the applicant shall, in addition, submit with the other information required above: "(1) The most recent local historical erosion rate data (as determined by the University of Texas at Austin, Bureau of Economic Geology) (usually located in the department) and the activity's potential impact on coastal erosion. "(2) A copy of the FEMA "elevation certificate." "Sec. 10 -133. Issuance or denial of erosion response permit. "(a) To determine whether to issue or deny an erosion response permit, the planning director shall review and consider: "(1) The information in the permit or certificate application. "(2) The proposed activity's consistency with these regulations, state law, and the beach /dune rules. "(3) Any other law relevant to dune protection and public beach use and access that affects the activity under review. "(4) The comments, if any, of the City of Corpus Christi staff and the Texas General Land Office. "(5) With respect to dunes and dune vegetation and erosion response permits: "a. Cumulative, direct and indirect effects of the proposed construction on all dunes and dune vegetation seaward of the erosion set -back line. "b. Cumulative, direct and indirect effects of other activities on dunes and dune vegetation located seaward of the erosion set- back line. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 13 of 27 "c. The pre- construction type, height, width, slope, volume, and continuity of the dunes, the pre- construction condition of the dunes, the type of dune vegetation, and per cent of vegetative cover on the site. "d. The local historical erosion rate as determined by the University of Texas at Austin, Bureau of Economic Geology, and whether the proposed construction may alter dunes and dune vegetation in a manner that may aggravate erosion. "e. All practicable alternatives to the proposed activity, proposed site, or proposed methods of construction. "f. The applicants mitigation plan for any unavoidable adverse effects on dunes and dune vegetation and the effectiveness, feasibility, and desirability of any proposed dune reconstruction and revegetation. "g. The impacts on the natural drainage patterns of the site and adjacent property. "h. Any significant environmental features of the potentially affected dunes and dune vegetation such as their value and function as floral or faunal habitat or any other benefits the dunes and dune vegetation provide to other natural resources. "1. Wind and storm patterns, including a history ofwashover patterns. "1. Location of the site on the flood insurance rate map. "k. Success rates of dune stabilization projects in the area. "(6) Any other information the planning director considers useful, including resource information made available to them by federal and state natural resource entities. "(b) An erosion response permit that is inconsistent with these regulations, General Land Office rules for Management of the Beach /Dune System (31 TAC §§ 15.1- 15.17), the Open Beaches Act (Chapter 61, Texas Natural Resources Code), the Dune Protection Act (Chapter 63, Texas Natural Resources Code), the Coastal Public Lands Act (Chapter 33, Texas Natural Resources Code), and other state, local, and federal laws related to the requirements of the Dune Protection Act, the Open Beaches Act, and the Coastal Public Lands Act, the requirements of which are incorporated into these regulations by reference, may not be issued. "Sec. 10 -134. Required findings. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 14 of 27 "Before issuing an erosion response permit, the planning director must find that: "(1) Any new construction seaward of the erosion set -back line includes the following criteria: "(A) The proposed construction is for or related to a public or private elevated dune walkover, a beach access roadway, public parking facility, or associated public facilities and amenities, which will be constructed under the Texas General Land Office construction standards. "(B) New construction on a lot platted prior to August 31, 2010, and there are no practicable alternatives to the construction of the structure or a portion of the structure seaward of the erosion set- back line exist. For purposes of this subparagraph, practicable means available and capable of being done after taking into consideration existing building practices, siting alternatives, FEMA requirements, and the footprint of the structure in relation to the area of the buildable portion of the lot, and considering the overall development scheme for the property. "(0) The applicant will comply with any compensatory mitigation requirements for unavoidable adverse effects on dunes and dune vegetation. "(D) The construction relates to the repair, reconstruction, or modification of an existing structure located seaward of the erosion set -back line prior to August 31, 2010, if any modifications do not increase the footprint of the structure. Structures seaward of Building Setback Line that have been damaged more than 50% of their value or destroyed, or have been abandoned (e.g., not occupied or used) for more than 12 months shall be subject to the construction standards in Section 10.134(2). "(2) The following construction requirements have been met: "a. The plans and certifications for the structure have been prepared and sealed by a registered professional engineer licensed in the State of Texas providing evidence of the following: "1. There is a minimum two -foot freeboard above base flood elevation ( "BFE ") "2. There are no enclosures exceeding 300 square feet below BFE. "3. The elevated building foundations are adequate and there is proper placement, compaction, and protection of fill C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 15 of 27 when used as construction for all newly constructed, substantially damaged, and substantially improved buildings elevated on pilings, posts, piers, or columns in accordance with the latest edition of specifications outlined in American Society of Civil Engineers, Structural Engineering Institute, Flood Resistant Design and Construction, ASCE 24 -05. "4. It is not feasible to relocation of a habitable structure seaward of the erosion set -back line. "5. All construction is designed to minimize impacts on natural hydrology. "b. All construction will be landward of the landward toe of the foredune ridge, where practicable. "(3) The applicant is taking all steps necessary to preserve, restore, and enhance any critical sand dunes for natural storm protection and conservation purposes that are located on the applicants property, including any common areas in which the applicant has an interest.. The necessary steps must include the following: "a. Restoring and filling in paps and blowouts in the foredune ridge. "b. Planting dune vegetation, using appropriate native plant species. "c. Limiting the use of fertilizer and mowing. "(4) The proposed construction does not involve a prohibited activity as defined in section 10 -136. "(5) The proposed construction activity will not materially weaken dunes or materially damage dune vegetation seaward of the erosion response line based on substantive findings under section 10 -137. "(6) There are no practicable alternatives to the proposed activity and adverse effects cannot be avoided as provided in section 10 -138. "(7) The applicants mitigation plan will adequately minimize, mitigate, and compensate for any unavoidable adverse effects, as provided in section 10 -138. "(8) The proposed activity complies with any applicable requirements of article IV (requirements for beachfront construction certificates), article V (concurrent requirements for both dune protection permits and beachfront construction certificates), and article VI (management of the public beach) of these regulations. C: \Program Files \Granicus \Legistars \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 16 of 27 "Sec. 10 -135. Exemptions. "The following construction seaward of the erosion set -back line do not require an erosion response permit: "(1) The construction has been previously permitted under a dune protection and beach access plan establishing a erosion set -back line certified by the General Land Office prior to August 31, 2010. "(2) The construction relates to a structure located seaward of the erosion set -back line prior to August 31, 2010, for which modifications are sought that do not increase the footprint of the structure. However, an erosion response permit is required for structures seaward of the erosion set -back line that are damaged more than 50% or destroyed before they are repaired or reconstructed. "Sec. 10 -136. Prohibited activities. "Erosion response permits authorizing the following actions seaward of the dune protection line may not be issued for: "(1) Activities that are likely to result in the temporary or permanent removal of sand from the portion of the beach /dune system located on or adjacent to the construction site, including: "a. Moving sand to a location landward of the erosion set -back line. "b. Temporarily or permanently moving sand off the site, except for purposes of permitted mitigation, compensation, or an approved dune restoration or beach nourishment project and then only from areas where the historical accretion rate is greater than one (1) foot per year, and the project does not cause any adverse effects on the sediment budget. "(2) Depositing sand, soil, sediment, or dredged spoil which contains any of the toxic materials listed in Title 40 of the Code of Federal Regulations, § 302.4, in concentrations which are harmful to people, flora, and fauna as determined by applicable, relevant, and appropriate requirements for toxicity standards established by the local, state, and federal governments. "(3) Depositing sand, soil, sediment, or dredged spoil which is of an unacceptable mineralogy or grain size when compared to the sediments found on the site (this prohibition does not apply to materials related to the installation or maintenance of public beach access roads running generally perpendicular to the public beach). C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 17 of 27 "(4) Creating dredged spoil disposal sites, such as levees and weirs, without the appropriate local, state, and federal permits. "(5) Constructing or operating industrial facilities not in full compliance with all relevant laws and permitting requirements prior to the effective date of these regulations. "(6) Mining dunes. "(7) Constructing concrete slabs or other impervious surfaces within two hundred (350) feet landward of the natural vegetation line, except for such a surface that (1) supports and does not extend beyond the perimeter of an existing habitable structure elevated on pilings, provided no walls are erected that prohibit the natural transfer of sand, or (2) does not exceed five (5) per cent of the footprint of the permitted habitable structure it serves. "(8) Depositing trash, waste, or debris including inert materials such as concrete, stone, and bricks that are not part of the permitted on -site construction. "(9) Constructing cisterns, septic tanks, and septic fields seaward of any structure serviced by the cisterns, septic tanks, and septic fields. "(10) Detonating bombs or explosives. "Sec. 10 -137. No material weakening. "The planning director may issue an erosion response permit only if it finds as a fact, after a full investigation, that the particular conduct proposed will not materially weaken any dune or materially damage dune vegetation or reduce the effectiveness of any dune as a means of protection against erosion and high wind and water. In making the finding as to whether such material weakening or damage will occur, the committee shall use the following technical standards. Failure to meet any one (1) of these standards will result in a denial of the application: "(1) The activity will not result in the potential for increased flood damage to the proposed construction site or adjacent property. "(2) The activity will not result in runoff or drainage patterns that aggravate shoreline erosion. "(3) The activity will not result in significant changes to the natural permeability of a dune or its ability to transmit rainwater to the water table. "(4) The activity will not adversely affect unique flora or fauna or result in significant adverse effects on dune complexes or dune vegetation. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 18 of 27 "(5) The activity will not significantly increase the potential for washovers or blowouts to occur. "Sec. 10 -138. Mitigation of other adverse effects. "(a) The applicant bears the burden of proving no material weakening or damage of critical sand dunes. If the planning director finds that no material weakening of critical sand dunes or material damage to critical sand dunes will occur, as demonstrated by the applicant, the planning director shall then determine whether any adverse effects will result from the activity. If the planning director finds there will be adverse effects on critical dunes or dune vegetation seaward of the erosion set -back line or in critical dune areas, the planning director may issue an erosion response permit only if the applicant demonstrates that adverse effects can be mitigated as required by the mitigation sequence. If the planning director issues an erosion response permit, it must include appropriate permit conditions incorporating the requirements of this article. "(b) The mitigation sequence consists of the following requirements: "(1) Avoidance. "a. Avoidance means avoiding adverse effects altogether by not taking a certain action or parts of an action. An erosion response permit may not be issued allowing any adverse effects on critical sand dunes or dune vegetation seaward of the erosion set -back line unless the applicant proves there is no practicable alternative to the proposed activity, proposed site, or proposed methods for conducting the activity, and the activity will not materially weaken the critical sand dunes or dune vegetation. The applicant shall include information as to practicable alternatives in the erosion response permit application. "b. To avoid adverse effects on critical sand dunes and dune vegetation seaward of the erosion set -back line as required by subsection (b)(1)a. of this subsection, applicants may not: "1. Construct pipelines, except those that are exempt, seaward of the erosion set -back line unless there is no practicable alternative. "2. Engage in any construction unless it is located as far landward of the critical sand dunes as practicable, except construction providing access to and from a public beach. "3. Construct any road parallel to the beach seaward of the erosion set -back line, nor construct any other road parallel to the beach seaward of the erosion set -back line. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 19 of 27 "4. Construct new artificial channels, including stormwater runoff channels, unless there is no practicable alternative. "5. Cause any such adverse effects for which the planning director determines there is a practicable alternative that would avoid such adverse effects. "(2) Minimization. "a. Minimization means minimizing effects on critical sand dunes and dune vegetation by limiting the degree or magnitude of the action and its implementation. Applicants shall minimize adverse impacts to critical sand dunes and dune vegetation by limiting the degree or magnitude of the action and its implementation. If the planning director determines that adverse effects on critical sand dunes or dune vegetation seaward of the erosion set -back line cannot be avoided, the planning director may issue an erosion response permit allowing the proposed alteration, provided that the permit contains a condition requiring the applicant to minimize such adverse effects to the greatest extent practicable. "b. To minimize unavoidable adverse effects as required by subsection (b)(2)a. of this section, applicants shall: "1. Locate nonexempt pipelines across previously disturbed areas, such as blowout areas, and minimize disturbance of dune surfaces where use of previously disturbed areas is not practicable. "2. Minimize construction and pedestrian traffic on or across dune areas to the greatest extent practicable, accounting for trends of dune movement and beach erosion in that area. "3. Route all pedestrian access to and from beaches through washover areas or over elevated walkways, and conspicuously mark all such access that is public with permanent signs so indicating. "4. Minimize the number of private access ways from any proposed subdivision, multiple dwelling, or commercial facility. In some cases, the minimum beach access may be only one (1) access way. In determining the appropriate grouping of access ways, the planning director shall consider the size and scope of the development. "5. Post signs in areas where pedestrian traffic is high explaining the functions of dunes and the importance of vegetation in preserving dunes. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 20 of 27 "6. Where practicable, provide vehicular access to and from beaches by using existing roads or from roads constructed in accordance with subsection (b)(1)b.3. of this section, unless public beach access is restricted, and where possible, improve existing access roads with elevated berms near the beach that prevent channelization of floodwaters. "7. Where practicable, locate new beach access roads in washover areas, blowout areas or other areas where dune vegetation has already been disturbed, construct such roads along the natural land contours, and minimize their width. "8. Where practicable, locate new beach access roads at an oblique angle to the prevailing wind direction. "9. Prohibit persons from using or parking any motor vehicle on, through, or across dunes outside designated access ways. "10. Maximize use of natural or existing drainage patterns when providing for stormwater runoff and retention. "11. Locate and construct new artificial stormwater runoff channels and retention basins so as to avoid erosion and unnecessary construction of additional channels and to direct all runoff inland and not to the Gulf of Mexico through dune areas. "(3) Mitigation. "a. Mitigation means repairing, rehabilitating, or restoring affected dunes and dune vegetation. Where adverse effects on critical sand dunes and dune vegetation cannot be avoided or minimized, the planning director shall set appropriate permit conditions requiring that applicants repair, rehabilitate, or restore affected critical sand dunes to at least the same volume as the pre - existing dunes and dune vegetation so that affected dunes will be superior or equal to the pre - existing dunes in their ability to protect adjacent public and private property from potential flood damage, nuisance, and erosion and to protect natural resources. The planning director shall consider the comments from the general land office, federal and state natural resource agencies, and dune vegetation experts in determining the appropriate mitigation method. "b. Applicants may mitigate adverse effects on critical sand dunes using appropriate vegetative or mechanical means. Applicants shall: C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 21 of 27 "1. Restore dunes to approximate the naturally formed dune position or location, contour, volume, elevation, vegetative cover, and sediment content in the area. "2. Allow for the natural dynamics and migration of dunes. "3. Use discontinuous or continuous temporary sand fences or a planning director approved method of dune restoration, where appropriate, considering the characteristics of the site. "4. Restore or repair dunes using indigenous vegetation that will achieve the same protective capability as or greater capability than the surrounding natural dunes. "c. In authorizing or requiring restoration of dunes, the planning director shall give priority to stabilization of blowouts and breaches and priority dune mitigation locations identified in the erosion response plan. Before permitting stabilization of washover areas, the planning director shall: "1. Assess the overall impact of the project on the beach /dune system. "2. Consider any adverse effects on hydrology and drainage which will result from the project. "3. Require that equal or better public beach access be provided to compensate for impairment of any public beach access previously provided by the washover area. "(4) Compensation. "a. Compensation means compensating for effects on dunes and dune vegetation by replacing or providing substitute critical sand dunes and dune vegetation. Compensation consists of replacement of the affected critical sand dunes or dune vegetation on the site where the critical sand dunes and dune vegetation were originally located. The planning director shall set appropriate permit conditions requiring applicants to compensate for all adverse effects on critical sand dunes and dune vegetation that cannot be avoided, minimized, or otherwise mitigated. In setting appropriate conditions, the planning director shall consider recommendations of the general land office, federal and state natural resource agencies, and dune vegetation experts. Preference must shall be given to stabilization of blowouts and breaches and priority dune mitigation locations identified in the erosion response plan. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 22 of 27 "b. Applicants shall follow the requirements of subsections (3)b. -- c. and (4)e.3. -- 5. of this subsection when replacing critical sand dunes or dune vegetation. "c. On -site compensation consists of replacement of the affected dunes or dune vegetation on the site where the dunes and dune vegetation were originally located or filling in voids in the existing critical foredunes. Applicants shall locate compensation efforts on the construction site, where practicable. "d. An applicant may locate compensation efforts off the construction site if the applicant demonstrates that: "1. On -site compensation is not practicable. "2. The off -site compensation will be located as close to the construction site as practicable. "3. The off -site compensation has achieved a 1:1 ratio of proposed adverse effects on successful, completed, and stabilized restoration prior to beginning construction. "4. The applicant has notified FEMA, Region 6, of the proposed off -site compensation. "e. Applicants shall provide the following information when proposing off -site compensation: "1. The name, address, phone number, and fax number, if applicable, of the owner of the property where the off -site compensation will be located. "2. A legal description of property intended to be used for the proposed off -site compensation. "3. The source of the sand and dune vegetation to be used. "4. All information regarding permits and certificates issued for the restoration of dunes and dune vegetation on the compensation site. "5. All relevant information regarding the success, current status, and stabilization of the dune restoration efforts on the compensation site. "6. Any increase in potential flood damage to the site where the adverse effects on dunes and dune vegetation will occur and to the public and private property adjacent to that site. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 23 of 27 "7. The proposed date of initiation of the compensation. "f. Applicants shall compensate for adverse effects on dune vegetation by planting indigenous native vegetation on the affected dunes. Applicants may not remove existing vegetation from property not owned by the applicant unless the applicant includes in the permit application written permission from the property owner. The permit application must identify the source of any sand and vegetation which will be used in compensation. "g. Applicants shall begin compensation prior to or concurrently with the commencement of construction. If compensation is not to be completed prior to commencement of construction, the applicant shall provide proof of financial responsibility in an amount necessary to complete the compensation, in the form of an irrevocable letter of credit, performance bond, or any other instrument acceptable to the city. "h. Applicants shall notify the department in writing of the actual date of initiation within ten (10) working days after compensation is initiated. If the applicant fails to begin compensation on the date proposed in the application, the applicant shall state the reason for the delay. The planning director shall take this reason into account when determining whether an applicant has violated the compensation deadline. "1. Applicants shall conduct compensation efforts continuously until the repaired, rehabilitated, and restored dunes and dune vegetation are equal or superior to the pre - existing dunes and dune vegetation. These efforts shall include preservation and maintenance pending completion of compensation. "j. A compensation project is deemed complete when the position, contour, volume, elevation, and vegetative cover of the restored dunes are equal or superior to the pre - existing dunes and dune vegetation. "k. The applicant shall be deemed to have failed to achieve compensation if a 1:1 ratio has not been achieved within three (3) years after the beginning of compensation efforts. "Sec. 10 -139. Application fees. "(a) The application fees for an erosion response protection permit is $500.00. "(b) The application fees must be paid before an application is accepted for review. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 24 of 27 "Sec. 10 -140. Terms and renewal of erosion response permits. "(a) An erosion response permit is valid for one (1) year from the date of issuance of the erosion response permit or the date of issuance of the first building, electrical, gas, mechanical, or plumbing permit by the Building Official. "(b) The planning director may renew an erosion response permit for a period not exceeding ninety (90) days if the activity as proposed in the application for renewal complies with these regulations and the applicant supplements the original application materials with additional information indicating any changes to the activity or information. Only two (2) renewals shall be issued for each permit or certificate. Thereafter, the applicant must apply for an erosion response new permit. "(c) If the proposed construction is changed in any manner that causes or increases adverse effects on dunes, dune vegetation, or public beach use and access, the applicant is not be eligible for a renewal but must apply for a new permit or certificate. "(d) For the purposes of this section, a plat is required for property located with the extraterritorial jurisdiction of the city, if the property on which the project will be developed is a portion of a tract of land that has been subdivided since the tract was last platted or replatted, if the owner of the tract of land, at the time the property was subdivided was required to file a plat under an applicable state law. "(e) For the purposes of this section, a plat is required for property located within the city limits, if the property on which the project will be developed is a portion of a tract of land that has been subdivided since the tract was last platted or replatted. "Sec. 10 -141. Termination of erosion response permits. "(a) An erosion response permit is voidable if the planning director finds that: "(1) The erosion response permit is inconsistent with state law, the erosion response rules, this subchapter or the city's comprehensive plan at the time the permit was issued. "(2) A material change occurs after the erosion response permit is issued. "(3) An applicant fails to disclose any material fact in the application. "(b) "Material change" includes, in the opinion of the planning director, human or natural conditions which have adversely affected dunes, dune vegetation, or beach access and use that either did not exist at the time of the original application, or were not considered by the planning director in making the permitting decision because the applicant did not provide information regarding the site condition in the original application. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 25 of 27 "(c) An erosion response permit automatically terminates if construction comes to lie within the boundaries of the public beach by artificial means or by natural causes. "(d) Every erosion response permit, which does not require the platting of property or issuance of a building, electrical, gas, mechanical, or plumbing permit, becomes invalid if the work authorized by the permit or certificate is not commenced within two (2) months after the issuance of the erosion response permit. "(e) Every erosion response permit, which requires the platting of property or issuance of a building, electrical, gas, mechanical, or plumbing permit, becomes invalid unless the plat, if required, is filed and any required building, electrical, gas, mechanical, or plumbing permit obtained within six (6) months of the issuance of the erosion response permit. "(f) An erosion response permit becomes invalid if the work authorized by the erosion response permit is suspended or abandoned for a period of six (6) months after the time the work is commenced. "Sec. 10 -142. Administrative record. "(a) The planning director shall compile and maintain an administrative record which demonstrates the basis for each final decision regarding issuance or denial of an erosion response permit. The administrative record shall include copies of the following: "(1) All materials received from the applicant as part of or regarding the erosion response permit. "(2) The transcripts, if any, or the minutes and /or tape of all meetings during which the erosion response permit was considered. "(3) All comments received regarding the erosion response permit. "(b) The planning director shall keep the administrative record for three (3) years from the date of a final decision on an erosion response permit. The planning director shall, upon request of the Texas General Land Office, send to the Texas General Land Office, upon request by either agency, a copy of those portions of the administrative record that are requested for review. The planning director shall provide to the applicant upon request copies of any materials in the administrative record regarding the erosion response permit not submitted to the department by the applicant in the application." SECTION 11. The City of Corpus Christi Dune Protection and Beach Access Plan, codified as Chapter 10, Beachfront Management and Construction, Code of Ordinances, is amended by adding the Joint Erosion Response Plan for Nueces County C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 26 of 27 and the City of Corpus Christi 2012 as adopted by Section 1 of this ordinance, as Appendix XVIII. SECTION 12. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable under Section 10 -97 of the City Code of Ordinances. SECTION 13. 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 of a court of competent jurisdiction, 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 of this ordinance be given full force and effect for its purpose. SECTION 14. 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. SECTION 15. This ordinance takes effect on the approval of these changes to the City of Corpus Christi's Dune Protection and Beach Access Plan by the General Land Office. C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Page 27 of 27 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2012, by the following vote: Joe Adame David Loeb Chris N. Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo Mark Scott Priscilla G. Leal That the foregoing ordinance was read for the second time and passed finally on this the day of , 2012, by the following vote: Joe Adame David Loeb Chris N. Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo Mark Scott Priscilla G. Leal PASSED AND APPROVED, this the day of , 2012. ATTEST: Armando Chapa City Secretary Joe Adame Mayor C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0010_4_Ordinance - ERP May 25 2012.docx Revised DRAFT 6/7/2012 A Joint Erosion Response Plan for Nueces County and the City of Corpus Christi 2012 This study was funded in part by a National Oceanic and Atmospheric Administration grant from the Texas General Land Office Nueces County Commissioners Court Approved by County Order Judge Loyd Neal Mike Pusley Joe A. Gonzalez Oscar Ortiz Joe McComb Nueces County Beach Management Advisory Committee Fred McCutchon, Chairman Lawrence Young, Vice - Chairman James Dinn Pat Eisenhauer Don Feferman Gabi Hilpold Debbie Lindsey -Opel John Garcia Greg Smith Linda Strong Anne Williams Corpus Christi City Council Adopted by City Ordinance: Mayor Joe Adame David Loeb Mark Scott Nelda Martinez Kelley Allen John Marez Priscilla Leal Chris Adler Larry Elizondo, Sr. Corpus Christi Planning Commission /Beach Dune Committee Rudy Garza, Chairman A. Javier Huerta, Vice - Chairman Mark Adame Marco Castillo Gabriel Guerra Evon J. Kelly Govind Nadkami John C. Tamez John Taylor Special Thanks to: Greg Smith, Chairman of the Erosion Response Plan Working Group James Skrobarczyk, Sr. Former Planning Commission Member Colleen McIntyre, Island Strategic Action Committee John Trice, Island Strategic Action Committee Cameron Perry, Water Shore Advisory Committee Chairman Jennifer Smith - Engle, Former County Beach Management Adv. Committee Consultant Staff Ron Olson, City Manager Oscar Martinez, Assistant City Manager Jay Reining, First Assistant City Attorney Emeritus Corpus Christi Legal Department Derek Herzog, Superintendent, Corpus Christi Park and Recreation Department Scott Cross, Nueces County Parks Director Karen Barsch, (former) GIS Technician, Development Services Department Mike Newberry, GIS Senior Application Specialist, Development Services Department Corpus Christi Planning Department Pete Anaya, P.E., Planning Director Faryce Goode - Macon, Assistant Planning Director Robert Payne, AICP, Senior City Planner and Project Manager Elena Buentello, Planning Technician Executive Summary The purpose of the Erosion Response Plan is to reduce storm damage along the City and County gulf coastlines. The 81S1 Legislature amended Chapter 33 of the Natural Resources Code provided authority to the Texas General Land Office to formulate rules for local governments with gulf coast lines in their jurisdictions to create Erosion Response Plans. The Erosion Response Plan will be used by the General Land Office to qualify local governments for certain GLO grants. The Plan will be used by the City and the County to justify submission of grants for GLO funding for beach renourishment, dune system enhancements and improvements for public beach access. A draft City Erosion Response Plan was presented to City Council in June 2011. The City Council recommended the draft plan, with changes, to be submitted to the Texas General Land Office. (GLO) Part of City Council direction to staff was to develop a final plan that is as similar to the County's as possible. The GLO provided comments on the draft plan by October 2011. The Planning Department then formed an informal group of County officials and City officials to develop the final plan document. The informal group included representatives from the City Beach Dune Committee, the County Beach Management and Dune Protection Advisory Committee, the Water Shore Advisory Committee, and the Island Strategic Action Advisory Committee. The Erosion Response Plan Addresses: • Assessment of the foredune ridge in the Corpus Christi and Nueces County jurisdictions. • Review of scientific studies concerning storm surge, coastal erosion, and sea level rise. • Review of FEMA velocity zones on Mustang and Padre Islands. • The plan identifies the beach as the first line of defense to storm surge and the foredune ridge as the second line of defense. • The plan defines the minimum width of the public beach for provision of public beach access as 100 feet wide from the Line of Vegetation to the wet/dry line on the beach. • The goal for enhancing the foredune ridge is to establish a dune system of at least 14 feet high, 350 foot deep, and containing at least 50% vegetative coverage. • Mitigation sites for enhancing the foredune ridge are identified and prioritized. • Establishment of a 350 foot building setback line located 350 feet landward of the Line of Vegetation along the gulf beach. The building setback line will prevent new construction of residential or commercial buildings within the foredune ridge. • Land that is landward of the seawall is exempt from the Building Setback. • Existing structures are exempt from the building setback prohibition, provided there is no practicable alternatives, that the foot print of the building is not increased and that the new structure meets new construction guidelines. • The plan addresses enhancements to public beach access. Generally, these enhancements to public access focus on designs to reduce damage to the public access ways after storm events. • The criteria for potential acquisition of property seaward of the Building Setback Line. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page ii Table of Contents I. Introduction 1 Historical Conversion of Agriculture Island Usage to Urbanization and the Impact on Island Erosion 3 II. Setback Line Determination 6 II.A. Setback Line Goals 6 II.B. Assessment of Erosion Rates 6 II.C. Projected Shoreline 8 II.D. Foredune Ridge Assessment 8 II.E. Federal Emergency Management Agency (FEMA) and the National Oceanic and Atmospheric Administration (NOAA) 11 II.F. Line of Vegetation (LOV) 14 II.G. Building Setback Line (SBL) 15 II.H. Useable Public Beach 15 III. New Construction Guidelines 16 III.A. New Residential or Commercial Structures 16 III.B. Restrict New Development Landward 200 feet to 350 feet 16 III.C. Community Benefit Projects 16 III.D. Exempt Projects and Properties 16 III.E. Construction Requirements for Exempt Properties 17 IV. Goals for Enhancement of the Dune System and Beach 18 IV.A.Dune Goals 18 IV.B. Beach Goals 18 IV.C.Vegetation Goals (Seaward of the Setback Line) 19 IV.D. Sand Fencing 19 V. Mitigation 19 V.A. Definition of Mitigation 19 V.B. Scope of Mitigation 20 V.C. Mitigation Location 20 V.D. Dune System - Mitigation Prioritization 20 VI. Enhancement of Public Beach Access 21 VI.A. Existing Public Beach Access Inventory 21 VI.B. Existing Standard for Access along the Public Beach 22 VI.C. Beach Access Road Assessment 22 VI.D. Recent Enhancements to Public Beach Access 36 VI.E. Priority for Beach Access Road Improvements 38 VII. Acquisition of Property Seaward of Setback Line 39 VIII. Post Storm Recovery 40 VIII.A. Inspections 40 Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page iii VIII.B. List Required Repairs 40 VIII.C. Repair Schedule 40 Figures Figure 1: Bob Hall Pier to White Cap 1948, sand flats with coppice dunes 4 Figure 2: Bob Hall Pier to Whitecap Blvd. 2009 Aerial with 2005 Lidar Topography 4 Figure 3: Mustang Island Packery Channel to Fish Pass 1938, Primarily San Flats 5 Figure 4: Mustang Island, Packery Channel to the Fish Pass 2009, Primarily Dunes 5 Figure 5: Erosion Rates Comparison 6 Figure 6: Beach Dune System 8 Figure 7: Washover Damage to the Dune System 9 Figure 8: Hurricane Ike Dune Erosion 9 Figure 9: Blowing Wind Eroding the Dune System 10 Figure 10: Water Levels at Bob Hall Pier 1992 - 2012 12 Figure 11: Bob Hall Pier Sea Level 1958 - 2006 13 Figure 12: 2007 Aerial Photo Overlaid with a 1948 Aerial Photo 14 Figure 13: Beach Access Road 2 on Mustang Island 23 Figure 14: Beach Access Road 2, Seaward View Near State Highway 361 23 Figure 15: Mustang Island State Park Entrance, Google Aerial 24 Figure 16: Beach Access Road 3, Mustang Island State Park 25 Figure 17: Newport Beach Access Road, Photos and Google Aerial 26 Figure 18: Zahn Road at Packery Channel, Google Aerial 27 Figure 19: Zahn Road at Packery Channel 27 Figure 20: Beach Access Road 3A, Google Aerial 28 Figure 21: Beach Access Road 3A, Seaward View 29 Figure 22: Seawall Parking Lot 29 Figure 23: Whitecap Boulevard, Google Aerial 30 Figure 24: Whitecap Boulevard, Seaward View 31 Figure 25: Beach Access Roads 4, 5, 6 and Padre Balli Park Entrance / Exit Road 31 Figure 26: Beach Access Road 4, Seaward View at the Intersection of Elif Road 32 Figure 27: Beach Access Road 5, Seaward View 33 Figure 28: Padre Balli Park Entrance /Existing Road, Seaward View 34 Figure 29: Padre Balli Park Entrance - Potential 1.1 Acre Dune Construction Site 34 Figure 30: Beach Access Road 6, Google Aerial 35 Figure 31: Beach Access Road 6, Seaward View 35 Figure 32: Padre Island National Sea Shore North Beach Access Road 36 Figure 33: Beach Access Road Alignment 37 Appendix Appendix 1: Packery Channel Development Plan Appendix 2: Dune Assessment and Mitigation Map Exhibits 1 -20 Appendix 3: Beach Access and Mitigation Map Exhibit 21 Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page ii I. Introduction The 81st Legislature amended Chapter 33 of the Natural Resources Code to require local governments with jurisdiction over Gulf of Mexico Shorelines to adopt an Erosion Response Plan (ERP). The changes to Chapter 33 of the Code also requires the Land Commissioner to consider whether a jurisdiction has completed an ERP before awarding Coastal Erosion Planning and Response Account funds for projects within the local jurisdiction. The Texas General Land Office (GLO) adopted rules specifying the requirements that may be considered when developing an Erosion Response Plan. In addition, the rules establish the dates for submittal of the ERP to the GLO in order for it to be considered for each Coastal Erosion Planning and Response Act (CEPRA) biennium. The rules require the plans to be submitted by July 1, 2011 for the current grant cycle. The ultimate purpose of the plan is to minimize future storm damage to public and private property along the Gulf Coast within the local government's jurisdiction. During the course of developing an Erosion Response Plan the County and the City have worked closely to gather to create plans that are compatible. As the two plans neared completion, by direction of the Commissioner's Court and the City Council, to make the plans as similar as possible, the two separate plans have been merged into this joint Erosion Response Plan. Nueces County's jurisdiction, with respect to this plan, includes that portion of Mustang Island that is not inside the Corpus Christi City limits and that portion of North Padre Island that is north of Kleberg County. Within this area, Nueces County maintains Dune Permitting authority through its Beach Management Plan. The Dune Permitting area is located 1,000 feet landward of mean high tide except for two exceptions: Mustang Island State Park; and land that is landward of the toe of the seawall on North Padre Island. This Erosion Response Plan will become an addendum to Nueces County's Beach Management Plan. The City of Corpus Christi's jurisdiction, including inside city limits and the Extraterritorial Jurisdiction (ETJ), contain 25 miles of public beach. There are currently 20 miles of public gulf beach inside city limits and 5 miles of gulf beach in the City's five mile extraterritorial jurisdiction. Of the 25 miles of public beach only 6 miles or 24% of the City's beach frontage abuts private lands. This plan is an addendum to the City of Corpus Christi Code of Ordinances, Chapter 10: Beachfront Management and Construction.. Chapter 10 addresses Beachfront Construction Certificates which are required by state statue for construction activities to protect the public's right of access to and along Gulf of Mexico Beaches. The Beachfront Construction area is generally located between mean high tide and the first paralleling public road or 1,000 feet landward of mean high tide, whichever is greater. There are two exceptions where a Beachfront Construction Certificate is not required: Mustang Island State Park; and the Padre Island National Seashore. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 1 Chapter 10 also addresses protection of the beach dune system through the Dune Protection Permit. The City has been granted the authority to issue Dune Protection Permits in Kleberg County but Nueces County has not granted Dune Protection Permit authority to the City within Nueces County. However, Chapter 10 is constructed to automatically accommodate Dune Protection Permit authority should Nueces County authorize the City of Corpus Christi to issue Dune Protection Permits in Nueces County. The Dune Protection Permit area is an area that is 1,000 feet landward of mean high tide, except for the area adjacent to the North Padre Island sea wall. Adjacent to the seawall, the Dune Permit area is between mean high tide and the "toe" of the seawall. A Dune Protection Permit is not required for either Mustang Island State Park or the Padre Island National Seashore. In order to develop the Erosion Response Plan, the Texas General Land Office (GLO), Nueces County and City Staff compiled a work plan and subsequently obtained a GLO grant. The City provided an in -kind match consisting of mapping, research, formulating the ERP and other tasks necessary for developing the ERP. The primary reason for completing an Erosion Response Plan (ERP) is to reduce future storm damage and to protect public access to the Gulf Beach for future generations. An important secondary reason for completing a local ERP is so that the City and County will continue to be eligible for Texas General Land Office CEPRA grants. A criterion for the award of future grants is that the city must have an Erosion Response Plan approved by the Texas General Land Office. Texas Administrative Code 15.41 contains a two stage evaluation process for Coastal Erosion Studies and Projects with the second stage establishing whether a "...local government has implemented an Erosion Response Plan for reducing public expenditures due to erosion and storm damage losses." The essential elements that are included in this Erosion Response Plan (ERP), per the work plan developed by the GLO and the City, include the following: • A construction setback line landward of the Line of Vegetation (LOV); • Criteria for establishing the setback line; • Criteria for construction within the setback area; • Allowances for exemptions to the setback criteria for existing structures or where there is no practicable alternative; • Conditions for construction of exempt structures; • An inventory of all existing and proposed public beach access amenities and access ways; • Procedures for preserving and enhancing the public's right of access to and use of the public beach after a storm event; • Post storm damage assessment and requirements for rehabilitation; Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 2 • Procedures for preserving, restoring and enhancing critical sand dunes for natural storm protection; • Requirement for public input and public meetings prior to City Council action; • Criteria for voluntary acquisition of property seaward of the building setback line; and • Ensuring the City's Chapter 10 Beachfront Management and Construction code or any other City codes are changed for consistency with the Erosion Response Plan. Creation of this plan required the City and the County to review the Bureau of Economic Geology's (BEG) 2007 erosion rates for consistency with the most recent natural or manmade beach erosion trends. The BEG's Erosion Rates for the area used by the GLO are based on data collected since 1937, a study period of 70 years. As part of this review staff obtained scientific assistance from local, state and national experts and or studies of sea level rise and coastal erosion. Historical Conversion of Agriculture Island Usage to Urbanization and the Impact on Island Erosion Land use on North Padre and Mustang Island prior to 1950 was for livestock grazing. From 1950 to 1971 land use went to development and recreation, first with the Nueces County portion of Padre Island in 1950, Mustang Island in 1968 and Kleberg County in 1971.1 With this change of use the area of un- vegetated (active) dunes went from 6,732 acres to 614 acres. 2 Significant primary and foredune ridges were established on North Padre Island between Bob Hall Pier and White Cap Blvd and on Mustang Island between the current Packery Channel and the Mustang Island State Park Fish Pass. 1 Small scale grazing still exists on Mustang Island 2 Land and Water resources, historical changes, and dune criticality: Mustang & North Padre Islands. White et al 1978 University of Texas BEG Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 3 Figure 1: Bob Hall Pier to White Cap 1948, sand flats with coppice dunes mom • Fure 2: Bob Hall Pier to Whitecap Blvd. 2009 Aerial with 2005 Lidar Topography Light green line 12' contour, green line 15' contour, yellow line 18' contour Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 4 !i �S�£8`iStf7 Figure 3: Mustang Island Packery Channel to Fish Pass 1938, Primarily San Flats Figure 4: Mustang Island, Packery Channel to the Fish Pass 2009, Primarily Dunes Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 5 11. Setback Line Determination A key finding of this plan is the determination of the setback line. The setback line is measured from the line of vegetation on the beach landward to a specified point which will become known as the Erosion Response Plan Setback Line. The purpose of the setback line is to minimize storm damage to structures on the island by preserving the area seaward of the Setback Line and minimizing the number of structures in the area. The plan is also intended to target for improvement, those foredune areas where the dune system is narrow or contains the lowest elevation of dunes, providing little protection against storm surge. II.A. Setback Line Goals • Minimize future erosion, storm and flood losses; • Allow development to occur while providing sufficient seaward lands to accommodate public access along the gulf beach; • Preserve dune system width to sustain the existing and future critical dune system; • Identify criteria, uses and structures where no practicable alternative exists for construction seaward of the setback line. II.B. Assessment of Erosion Rates The criteria for establishing the setback line is based on scientific studies of the shoreline erosion along the Texas Coastline based during the last 70 years (Bureau of Economic Geology). State law provides that a determination of erosion rates shall be based on the University of Texas at Austin, Bureau of Economic Geology (BEG) or other sources approved by the Texas General Land Office. Along the Texas Coast the highest erosion rate by county is -2.80 meters or -9.19 feet per year in Jefferson County . The lowest average rate on the Texas Coast is -.28 meters or -0.92 feet per year for Nueces County. In Kleberg County the erosion rate is -0.54 meters or - 1.77 feet per year. Figure 5: Erosion Rates Comparison Shoreline Trend! Erosion Rates (Ft/Yr) Mean Shoreline Change %of (average of all Coast Coast transects in ft/yr)', Eroding Max Mean Accreting Max Mean ecreation Rates ; Ft/Yr) Texas Shoreline (1850`s 2 ) -2.3 64 -30.2 -5 9 3S 48e8 3 Mustang island (inside Corpus Christ City L■rmts) -0.4 96.7 -4e4 -0A Borth Padre Island (ICL/ OCL) 2e6 96.7 Note: Erosion rate information for Mustang and North Padre Island is from the Bureau of Economic Geology, 2007 Erosion Rates. Mustang ls. the area north of Puckery Channel. North Padre is. includes Nuece County and Kleberg County Areas in the City and ETJ. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 6 Figure 5 is an adaptation from the State Erosion Response Plan modified to include a summary of Mustang Island and North Padre Island erosion and accretion rates. An analysis of the shoreline erosion rates (BEG 2007) indicates that over 90% of the gulf shoreline in the City and its Extraterritorial Jurisdiction is eroding compared with 64% of the Texas Gulf Coast. However, the average erosion rate on Mustang Island at -0.4 is significantly less than the average rate of -2.3 feet per year for the Texas Coast. The following is a brief summary of the Bureau of Economic Geology's erosion rates depicted on 20 map exhibits in Appendix 2: Dune Assessment and Mitigation Maps. II.B.1. Exhibits 1 thru 7: Starting with the southern portion of the study area, Exhibits 1 thru 7 are located in Kleberg County with Exhibits 1 thru 4 encompassing a portion of the Padre Island National Seashore. Overall, Exhibits 1 thru 7 show a gradually increasing erosion rate in a south to north direction along the public beach. The most southerly point in Exhibit 1 shows the highest accretion rate in the first seven Exhibits with a change rate of +0.71 feet per year. Exhibit 1 also is the only exhibit in the study area with more accretion change rates than erosion change rates. However, erosion begins to dominate change rates starting with Exhibit 2 and continuing to Exhibit 7. Erosion rates gradually increase proceeding northward to a point in Exhibit 7 where erosion is over -4 feet per year. II.B.2. Exhibits 8 and 9: Exhibits 8 and 9 are located immediately south of the Kleberg and Nueces County Line. Erosion rates quickly increase to the -5 and -6.5 foot plus range. However, erosion rates begin to creep back downward at the northern end of Exhibit 9, where rates fall under -6 feet per year. II.B.3. Exhibits 10 thru 12: Exhibits 10 thru 12 encompass beaches abutting Padre Balli Park (Exhibit 10), the Padre Island Sea Wall (Exhibit 11 and 12), and Packery Channel / State land leased to the City (Exhibit 12). Erosion rates are generally in the -4 and -5 foot range with a few exceptions. The Erosion Rates published by the Bureau of Economic Geology for the areas on either side of Packery Channel do not take into account the 2003 construction of Packery Channel jetties. Recent studies of the area suggest that erosion south and north of the jetty has been reduced or even changed to an accreting beach. The City is monitoring beach erosion in the area and recent aerial photos of the jetties also depict accumulation of beach sand. II.B.4. Exhibits 13 thru 17: County park land is located in Exhibit 13 and Mustang Island State Park beaches appear in Exhibits 14 thru 17. Except for 0.25 miles on either side of the Fish Pass in Exhibit 16 showing accretion rates, the beaches in this area are eroding. Erosion rates north of the Fish Pass increase significantly from a low near the Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 7 Fish Pass of -0.17 feet per year to -1.94 feet per year at the north end of Mustang Island State Park. II.B.5. Exhibits 18 thru 20: For Exhibits 18 thru 20 on Mustang Island, the erosion /accretion rates fluctuate from -1.0 to 1.5 feet per year. However, there are a few exceptions located on the northern edge of the study area (Exhibit 20) which exceed -1.5 feet with a maximum rate of -2.32 feet per year. II.C. Projected Shoreline The map exhibits in Appendix 2, contain the Bureau of Economic Geology's projected 2060 shoreline that incorporates predicted erosion rates and sea level rise data. Each of these data items provides an indicator of future change along the shoreline based on scientific data and begins to paint a picture of the future of the shoreline in terms of factual, measurable and quantitative data. For additional information, see the Texas Erosion Response Plan located on the Texas General Land Office website: http: / /www.glo. texas .gov /what -we -do /caring - for -the- coast/ documents / coastal - erosion /response - plans. 11.0. Foredune Ridge Assessment Figure 6: Beach Dune System 6yg icd cross s ilddn5 of a Num Wog Wand A ctuot cond%C r4 t° ay ` ty, While many factors impact the viability and strength of the dune system, this study addresses the minimum desired height, width and vegetative cover of the foredune ridge in the dune system and the minimum desired beach width. Studies have shown that a foredune ridge of approximately ten feet in height offers significant protection to beachfront construction.3 In a study prepared in 2009 for the Texas General Land Office (TGLO), one of the conclusions was that damage to beachfront construction will be minimal where there is a ten foot high foredune ridge with a 3 "Defining and Mapping Foredunes, the Line of Vegetation, and Shorelines along the Texas Gulf Coast ", James C. Gibeaut, Harte Research Institute for Gulf of Mexico Studies, Texas A & M University- Corpus Christi and Tiffany L. Caudle, Bureau of Economic Geology, Jackson School of Geosciences, The University of Texas at Austin. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 8 width of approximately 200 feet. Figure 6, taken from the TGL04 Dune Protection and Improvement Manual, illustrates a typical cross section of the dune system on the Texas coast. The barrier island, and in particular the near shore beach is the first line of defense and the foredune ridge is the second line of defense from the impact of a hurricane and associated storm surge. Figure 7: Washover Damage to the Dune System Figure 8: Hurricane Ike Dune Erosion Regarding beach width, a wide beach can keep the storm waters or storm surge from cutting away the base of the dune system. After Hurricane Ike in 2008, there was a clear shearing away of coppice mounds to the Line of Vegetation (LOV). 4 Texas General Land Office Dune Protection and Improvement Manual for the Texas Gulf Coast, Fifth Ed., page 4. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 9 The beach typically will act as a buffer where sediment can be deposited and the wind can then transport the sediment toward the dune system. Where the beach has eroded away and is very narrow, normal wave action can erode away the base of the foredune ridge much like a sand castle on the beach is washed away with an incoming tide. Figure 9: Blowing Wind Eroding the Dune System Vegetative cover holds the dune system in place. Where the dune system contains less than 75% coverage, the dune system is much more susceptible to creation of a "blow out" from high winds. Figure 9, from the GLO Dune Protection and Improvement Manual helps to illustrate how a sparsely vegetated dune is eroding by coastal winds. Healthy dune vegetation helps to protect dunes, by catching blowing sand and creates biological diversity. The following is a brief description of the height, width and vegetative coverage characteristics of the foredune ridge illustrated on Exhibits 1 thru 20. Aerial photos or field surveys where used to assess dune vegetative coverage.5 11.D.1. Exhibits 1 thru 7: Exhibits 1 thru 7 show a nearly continuous line of dunes of 15 to 20 foot in height exist. The width of the dune system varies widely but is generally at least 200 to 400 feet or more in width. 11.D.2. Exhibits 8 and 9: Dunes in Exhibits 8 and 9 are characterized by dune heights of 8 to 15 feet with an occasional dune of 20 feet in height. The width of the foredune ridge is approximately 200 to 300 feet in width and vegetative cover is over 75% or more based on 2009 aerial photos. 5Aerial photos were not available for Exhibits 1 and 2. 2003 aerial photos where used to evaluate vegetative cover for Exhibits 3 -9. 2009 Aerial photos where used to evaluate vegetative cover in the dune system for Exhibits 10 -20. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 10 11.0.3. Exhibits 10 thru 12: Except for the area behind the Padre Island Sea Wall, the dune system is approximately 15 feet in height with a trend toward a taller and wider dune system in Exhibit 12. The width of the foredune ridge is in the 200 to 350 foot width range. Vegetative cover appears to be over 75% except in the dune mitigation area on the north side of Zahn Road. The dune mitigation area is part of a Dune Protection Permit for the Preserve at Mustang Island subdivision. Currently, the vegetative cover is approximately 50% and expected to fill in over the next year as part of the compliance for the existing Dune Protection Permit. 11.0.4. Exhibits 13 thru 17: Exhibits 13 - 17 encompass County Park land and Mustang Island State Park (Exhibits 14 -17). Two historical washout areas also exist, Newport Pass (Exhibit 13) and Corpus Christi Pass (Exhibit 14). The foredune ridge in these exhibits is not as continuously parallel with the line of vegetation as in Exhibits 1 -12. Exhibits 13 and 14 show a combination of dune heights from 8 to 20 feet in height with a foredune ridge of approximately 350 feet wide. A varying pattern in the foredune ridge can be observed in Exhibits 14 thru 17 with isolated 15 and 20 foot high dunes. In several areas a line of 15 to 20 foot high dunes have migrating in a finger like pattern to the west. North of the Fish Pass in Exhibits 16 and 17 the foredune ridge appears to grow in height with a slightly more defined 200 to 250 wide foredune ridge parallel with the Line of Vegetation. Vegetative cover appears to be nearly continuous at 75% coverage or more. 11.0.5. Exhibits 18 thru 20: Exhibits 18 through 20 encompass private lands north of Mustang Island State Park. The foredune ridge is characterized by a shorter dune system in the south half of Exhibit 18 with dunes of about 8 to 10 feet in height with several isolated taller 15 to 20 foot dunes. About mid -point in Exhibit 18 the dune heights increase to 15 to 20 feet in height and continue thru Exhibits 19 and 20. The width of the Foredune Ridge appears less defined but ranging from 200 feet to 400 feet in width. The Foredune Ridge is not continuous, but contains several gaps or breaks with shorter dune heights. Vegetative cover appears to be 90 to 100% excluding areas of development. II.E. Federal Emergency Management Agency (FEMA) and the National Oceanic and Atmospheric Administration (NOAA) The Federal Emergency Management Agency (FEMA) flood zone determination maps indicate that the foredune ridge is located in a Velocity Zone 14 (Elevation 14 feet). A velocity zone is an area predicted by FEMA, to contain high velocity flowing flood water during a major storm event. Within a V -Zone along the Gulf Beach the minimum designated structural height, measured from the lowest horizontal structural member, is 14 feet above mean sea level. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 11 Other factors to consider when assessing the risk to development in island areas are the potential impact from hurricane storm surge and sea level rise. Studies of storm surge by NOAA show that predicting storm surge is a complex series of factors dependent on a particular location. The wave height of a hurricane storm surge is sensitive to the "slightest changes in storm intensity, forward speed, size (radius of maximum winds -RMW), angle of approach to the coast, central pressure (minimal contribution in comparison to the wind), and the shape and characteristics of coastal features such as bays and estuaries." However, one key factor is the width and slope of the continental shelf, which can double the size of a storm surge depending on the location. For example, an 8 or 9 foot storm surge where the continental shelf drops off quickly like Miami Beach, Florida could translate to a 20 feet high storm surge along the Louisiana coastline where there is a very wide and shallow continental shelf. One of the characteristics of Mustang and North Padre Island is a moderately sloping drop off that could magnify the storm surge height.6 0.00 - 0.200 NOFIR Verified tea r L i Piot 8775870 Carpus Christi. T From 1991/12/29 - 207 05/93 09/96 /Time d OdL Figure 10: Water Levels at Bob Hall Pier 1992 - 2012 6NOAA, National Hurricane Center, Storm Surge Overview: http: / /www.nhc.noaa.gov /surge/ Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 12 0 6 Padre Island, TX 3.48 +1- 0.75 mmlyr Monthly mean sea level with the average seasonal cycle removed 0.45- - Linear trend Upper 95% confidence internal Lower 95 confidence interval 0.15— - tro t 0.00 -0.15— Source: NOAA Figure 11: Bob Hall Pier Sea Level 1958 - 2006 The major findings of this study concerning the foredune ridge are: • That a foredune ridge of at least 10 feet in height and 200 feet in width offers substantial protection from storm losses; • That FEMA requires a minimum base flood elevation for structures of 13 to 14 feet in the V -Zones within the foredune ridge on Mustang and North Padre Island; • That a moderately sloping continental shelf contributes to storm surge height; and • That there is a 47 year historical trend of sea level rise of approximately 1.14 feet per 100 years. Based on these findings, this plan establishes the minimum design criteria for a dune system as a dune system with a foredune ridge height of 14 feet mean sea level (msl) and a minimum desirable width of the dune system of 350 feet with at least 50% vegetative coverage. This criteria is defined as having been achieved if within any 100 foot segment, measured linearly along the public beach, there are dunes of the prescribed height, the dune system contains the required width, and the dune system is at least 50% vegetated. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 13 Studies have shown that natural washouts provide a valuable function to allow flood waters to flow past the dune system or to allow flood waters to recede back out to the ocean. Where it can be demonstrated that an area's lack of a dune system meeting minimums for height, width and vegetative cover are due to the area being part of a natural washout, the area will not be targeted for mitigation. Primary historical washouts were located between the north Jetty and the current Packery channel. A 3,000' washover area existed from the beginning at the north Jetty of the Fish Path and running south 9,000' from the Packery Channel north and a 900' wash beginning 12,500' north of the Packery Channel. (See Figure 14) Figure 12: 2007 Aerial Photo Overlaid with a 1948 Aerial Photo II.F. Line of Vegetation (LOV) The beach setback line in Nueces and Kleberg Counties within the Corpus Christi jurisdiction shall use the Line of Vegetation (LOV) obtained from the most current available registered aerial photos. For purposes of this study, 2003 and 2009 aerial Mapping and Characterization of Significant Washover Features: Texas Gulf Shoreline, Kimberly K. McKenna, P.G., Final Report of the Texas General Land Office, August 2007. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 14 photos have been used to delineate the Line of Vegetation for planning purposes. The LOV used in the ERP cannot be used for permit applications for construction. II.G. Building Setback Line (SBL) A 350 foot Building Setback is established by this plan to reduce future storm damage to public and private properties. The 350 foot Building Setback Line shall be measured landward of the Line of Vegetation but shall not extend beyond the 1,000 foot Dune Protection Line. In addition, the setback line shall not apply to exempted areas or landward of the toe of the seawall on North Padre Island. II.H. Useable Public Beach Sea level rise on the Gulf Mexico over the last 20 years has been estimated to be 1.6 millimeters per year for a total sea level rise of 32 millimeters or 1.2598 inches. 8Given the prediction of continued sea level rise and erosion of the public gulf beach, a minimum desired standard for public beach width is also established by this plan. Establishing the criteria for what is the public beach is also addressed in Gibeaut and Caudle's study9. According to the study, the useable portion of the public beach can generally be defined as that area between the Line of Vegetation'° and the wet/dry line of the aerial photography. Many studies" note that a wide beach in addition to a healthy dune system provides protection from erosion caused by seasonal high tide and storm surge events. Using 2009 aerial photos for Nueces County and 2003 aerial photos for Kleberg County, a visual determination of the Line of Vegetation and the wet /dry line has been used to establish the area of useable beach on North Padre Island and Mustang Island. This determination is for planning purposes only and shall not be used for issuance of Beachfront Construction Certificates or Dune Permits. In the study area the average width of the public beach, measured between the line of vegetation and wet /dry line, on Mustang Island is 126 feet wide (North of State Park 89 feet) and on North Padre Island is 117 feet wide (Nueces County only). For purposes of assessment of the beach, a minimum desirable beach width to protect the foredune ridge shall be at least 100 feet in width measured from the wet /dry line to the line of vegetation. It is noted however, that the minimum width established by this plan will not be used as a standard to allow mitigation and 8 Sea level history of the northern Gulf of Mexico coast and sea level rise scenarios for the near future, Department of Earth, Ocean and Atmospheric Science, Florida State University, Tallahassee, FL 32306, USA, Joseph F. Donoghue 9 Defining and Mapping Foredunes, the Line of Vegetation, and Shorelines along the Texas Gulf Coast James C. Gibeaut, Harte Research Institute for Gulf of Mexico Studies, Texas A &M University - Corpus Christi, Tiffany L. Caudle, Bureau of Economic Geology, Jackson School of Geosciences, The University of Texas at Austin, 2009. 10 Line of Vegetation - The extreme seaward boundary of natural vegetation which spreads continuously inland. The line of vegetation is typically used to determine the landward extent of the public beach. Title 31. Natural Resources and Conservation Part 1.Chapter 15.Subchapter A.15.2(41) 11 Shore Protection Manual Volume 1, Engineering Research Center, USACE 1984. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 15 placement of beach maintenance materials in a method that will minimize the public beach easement. The minimum width standard will be used to assess areas where the beach has narrowed due to erosion and will assist the City in prioritizing areas where beach renourishment may be needed to widen the beach. III. New Construction Guidelines To the maximum extent practicable, all structures should be constructed landward of the building setback line. Construction of structures landward of the building setback line must comply with mitigation sequence requirements for avoidance and minimization of effects on dunes and dune vegetation as specified in Texas Administrative Code (TAC) §15.4(f) Mitigation. The permittee is not exempt from compliance with compensatory mitigation requirements for unavoidable adverse effects on dunes and dune vegetation. III.A. New Residential or Commercial Structures. Require new residential dwellings or commercial structures to be located at least 350 feet landward from the Line of Vegetation unless no practicable development alternatives are possible; III.B. Restrict New Development Landward 200 feet to 350 feet. Restrict new development in the area between 350 and 200 feet landward of the Line of Vegetation to recreational amenities such as pools and picnic areas. In any case, applicants must demonstrate that every attempt has been made to minimize the use of impervious surfaces in this zone. III.C. Community Benefit Projects. Application of these guidelines shall not prohibit public community benefit projects, including, but not limited to, water exchange passes, beach renourishment projects, recreational structures, or other projects in the public interest. 111.0. Exempt Projects and Properties. Dune walkovers, beach access roadways, public parking and associated public facilities shall be constructed in accordance with the GLO construction guidelines, to the extent applicable. The City of Corpus Christi and Nueces County shall consider exemptions from the prohibition of residential and commercial construction seaward of the setback line for: III.D.1.Properties Where There Is No Practicable Alternative Properties for which the owner has demonstrated to the satisfaction of the City and County that no practicable alternatives to construction seaward of the building setback line exist. For purposes of this section, practicable means available and capable of being done after taking into consideration existing building practices, site alternatives, and the footprint of the structure in relation to the area of the buildable portion of the lot, and considering the overall development scheme for the property. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 16 III.D.2.Pre- existing Permits, Certificates or Master Plan Developments Projects for which construction is permitted, in the area seaward of the 350' Building Setback, under a Dune Permit, Beachfront Construction Certificate or Master Plan Development prior to the effective date of this Erosion Response Plan are exempt if there are no material changes to the site and provided the permit, certificate or Master Plan has not expired. 111.0.3 Existing Structures Structures located seaward of the building setback line prior to the effective date of this section for which modifications are sought that do not increase the footprint of the structure. However, structures seaward of the building setback line that are damaged more than 50% or abandoned for a period of more than 12 months should be subject to Section III.E. Construction Requirements for Exempt Properties. III.E. Construction Requirements for Exempt Properties Where the City allows an exemption from the prohibition for building seaward of the building setback line, the City will require the following conditions of construction or provide a reasoned justification for a variance from the minimal standards that will demonstrate that the provisions will reduce public expenditures due to erosion and storm damage. III.E.1.Sealed Plans. Plans and certifications for the structure shall be sealed by a registered professional engineer licensed in the State of Texas, providing evidence of the following: III.E.1.i. Freeboard. A minimum of two -foot freeboard above FEMA's BFE to the finished floor elevation of the lowest habitable floor; III.E.1.ii. Enclosures. No enclosures exceeding 300 square feet below BFE; III.E.1.iii.Design Standards. Consistency with the latest edition of specifications outlined in American Society of Civil Engineers, Structural Engineering Institute, Flood Resistant Design and Construction, ASCE 24- 05 III.E.1.iv. Relocateable Structures. That habitable structures will be feasible to relocate; and III.E.1.v. Hydrology. All construction shall be designed to minimize impacts to natural hydrology. III.E.2. Location of Construction. Location of all construction should be landward of the landward toe of the foredune ridge and as far landward as practicable. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 17 IV. Goals for Enhancement of the Dune System and Beach IV.A. Dune Goals Promote the formation of a continuous foredune ridge of at least 14 feet in height, with a minimum width of 350 feet wide measured perpendicular to the gulf beach and which contains at least 50% of vegetative cover. The methods used to achieve this goal will be determined by City and County beach maintenance operations on a case by case basis depending on various factors, including but not limited to, the current width of the dune system, access to the dune system (beach only or back access), beach width, and other appropriate on site criteria. The current methods of disposing of seaweed include: front stacking, back stacking and placement of seaweed in beach maintenance material storage areas. As new techniques for addressing seaweed maintenance evolve the City and County shall evaluate their potential use, benefits and limitations and incorporated these new techniques as appropriate. IV.B. Beach Goals Recognizing that the public beach is the first line of defense against storm surge, any efforts to widen the public beach should be promoted to reduce storm damage and to enhance public beach access. The minimum desirable width of the public beach should be at least 100 feet in width from the Line of Vegetation seaward to mean high tide. IV.B.1. Minimum Two -Way Travel Motor vehicles are not allowed to operate within 50 of the waters edge of any gulf beach and the minimum two -way travel width for motor vehicles is 24 feet provided that the two -way travel lanes are not within 20 feet of the Line of Vegetation. IV.B.2. Corp of Engineers Permit. Beach cleaning methods shall be in accordance with a Corp of Engineers Permit and use the least impactive method for removal of seaweed in order to prevent the grading down of the public beach and or narrowing of the public beach. Wherever possible, the City and County will seek permits that are as similar as possible. In addition, the ability to place sand below mean high tide, to widen the beach, should be pursued by the City and County in their respective permits. IV.B.3. Low Beach Usage Areas. Maintaining the public beach in a natural state without mechanized beach cleaning is encouraged in areas of low usage. The public goal for these areas should be to keep two travel lanes open for beach access. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 18 IV.B.4. Periodic Beach Width Assessment. The City should conduct an assessment of the public beach width at least every five years unless there is evidence of significant erosion then annual assessment maybe necessary. Portions of the public beach that currently warrant an annual assessment include the beach in front of the seawall and the beach between the Packery Channel and the State Park. IV.C. Vegetation Goals (Seaward of the Setback Line) Mowing / cutting of vegetation within the setback area will not be allowed except for exempt areas. For mitigation projects requiring revegetation appropriate dune vegetation includes: IV.C.1. Seaward Face of Dunes: Bitter Panicum (grass), Sea Oats (grass), Marsh Hay Cordgrass (grass), beach morning glory (vine) and seagrapes (vine). IV.C.2. Landward side of dunes: Low - growing plants and shrubs found on the back side of the dunes include seacoast bluestem, cucumber leaf sunflower, rose ring gallardia, partridge pea, prickly pear, and lantana. Many of these are flowering plants, an attractive alternative to dune grasses though less effective as dune stabilizers.14 IV.C.3. Native Hay: A sometimes more effective technique is to place a layer of native hay, composed of the above listed dune vegetation, on bare sand areas. This technique provides immediate protection from blowing sand and will start the natural process of re- seeding from the seeds in the hay. The best time to cut the hay and place the layer of hay is in the fall and winter. This technique is generally less costly and more effective than traditional methods since the grass is readily available on the island and due to the large quantity of seeds compared to individual hand plantings. IV.D. Sand Fencing Encourage the use of sand fencing, in limited applications, to build up the dunes were revegetation alone is unlikely to be sufficient to create the appropriate height and width of the dune system. Sand fencing should be used as a first step toward building up low areas and creating coppice dunes, prior to revegetation. V. Mitigation V.A. Definition of Mitigation Mitigation may be any construction project which either enhances the dune system or beach access, consistent with this plan. 14 Coastal Dunes: Dune Protection and Improvement Manual for the Texas Gulf Coast. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 19 V.B. Scope of Mitigation Mitigation construction projects will usually result in the enhancement or building up of the dune system. However, a mitigation project may also be for enhancement of public beach access or to provide public education benefits concerning proper care of the public beach, i.e., litter pick -up, proper disposal of fishing bait, information on protecting wildlife and native habitats contained in the beach /dune system or other beneficial projects which meet to goals of the Erosion Response Plan. V.C. Mitigation Location A mitigation construction project shall be located within the 1,000 foot Dune Protection Area except where a mitigation project will enhance public access, then the limits of the project may extend to the first paralleling public road. V.D. Dune System - Mitigation Prioritization An assessment of the beach / dune system was based on on -site inspections, local historical knowledge, and the data contained on the Exhibits in this plan (contours, 2009 aerial photos, etc.). V.D.1. Mitigation Prioritization. Opportunities for mitigation to enhance the dune system or public beach are prioritized based on the following criteria. Priority 1: Protection of existing development seaward of the erosion area line. Priority 2. Protection of existing vacant platted lots located seaward of the erosion area line. Priority 3. Protection of existing development landward of the erosion area line. Priority 4. Protection of existing vacant lots platted landward of the erosion area line. V.D.2. Beach / Dune System Criteria. Under these four priorities the dune system has been evaluated to look for portions of the dune system where the foredune ridge is: • Is less than 14 feet in height15; • Is less than 350 feet wide; • Contains less than 50% vegetated coverage; • Is not a historical washover area. In addition, a primary concern is where the Gulf beach is narrower than 100 feet measured from the mean high tide to the Line of Vegetation. Appendix 2 identifies areas for dune enhancement based on the above criteria. 15 Fourteen feet exceeds 75% of the FEMA Base Floor Elevation Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 20 V.E. Funding for Dune Mitigation Projects The City will seek funding in partnership with Nueces County or other agencies to promote protection of or enhancement of the dune system within the City's area of jurisdiction. (Nueces County inside city limits and Kleberg County inside city limits and in the Five Mile Extraterritorial Jurisdiction) The City will pursue grants for Dune Mitigation Projects from the GLO or other state and federal agencies if local matching funds can be identified. VI. Enhancement of Public Beach Access VI.A. Existing Public Beach Access Inventory Within Corpus Christi's Beachfront Construction Certificate authority and the Nueces County's Dune Permitting authority there are 12 existing public beach access roads and three (3) beach parking lots. (See Appendix 3) These beach access points are composed of: VI.A. 1. City Owned Public Beach Access Four (4) City owned /maintained public beach access roads and, one (1) beach parking lot on the Padre Island Seawall • Beach Access Road 2 is located 7.3 miles south of City of Port Aransas Beach Access Road 1A on Mustang Island • Zahn Road, is located 1.2 miles south of Newport Pass Road on the north side of Packery Channel • Beach Access Road 3 -A is located on the south side of Packery Channel via Windward Drive • Whitecap Boulevard is located 0.8 miles south of Beach Access Road #3 -A at the south end of the concrete seawall on North Padre Island • The Sea Wall Beach Parking Lot is located between Beach Access Road #3- A and Whitecap Boulevard on North Padre Island VI.A.2. County Owned Public Beach Access. Five (5) County owned /maintained public beach access roads and, one (1) beach parking lot at Padre Balli Park • Newport Pass Beach Access Road is located 1 mile south of Mustang Island State Park Beach Access Road 3 on Mustang Island • Beach Access Road 4 is located 0.3 miles south of Whitecap Boulevard on North Padre Island, within Padre Balli Park • Beach Access Road 5 is located 0.4 miles south of Beach Access Road #4 on North Padre Island, within Padre Balli Park • Padre Balli Park entrance road is located 0.3 miles south of Beach Access Road Five on North Padre Island • Beach Access Road 6 is located 0.4 miles south of the Padre Balli Park entrance road on North Padre Island, within Padre Balli Park Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 21 • Padre Balli Beach Parking Lot is located between the Padre Balli Park entrance road and Beach Access Road #6 on North Padre Island VI.A.3. State Owned Public Beach Access. Two (2) State owned/ maintained public beach access roads and one beach parking lot are located on Mustang Island State Park • Mustang Island State Park Entrance Road is located 206 miles south of Beach Access Road 2 on Mustang Island and terminates at beach parking lot. • Beach Access Road 3 is located 2.2 miles south of the Mustang Island State Park entrance on Mustang Island VI.A.4. Federally Owned Public Beach Access. One (1)Federally owned /maintained beach access road is located on North Padre Island and is located 7.5 miles south of Beach Access Road #6 in Padre Balli Park. VI.B. Existing Standard for Access along the Public Beach For the foreseeable future the County and the City have no intention of closing any public beach access roadways. However, temporary closure of public beach access is allowed for the purpose of protecting the public during times of seasonal high tides, proceeding landfall of a tropical storm or during times of any other public emergency where travel on the public beach presents a public risk. By Chapter 10 of the City Code the public beach is safely passable if there is sufficient room for two travel lanes and provided that the travel lanes cannot be closer to mean high tide than 50 feet and not closer to the Line of Vegetation than 25 feet. VI.C. Beach Access Road Assessment VI.C.1. Beach Access Road #2 Beach Access Road #2 is located approximately 7.2 miles south of Beach Access Road 1A in the City of Port Aransas. Beach Access Road #2 connects directly with State Highway 361 and the gulf beach for a total length of approximately 1,450 feet. The road contains asphalt pavement with a width of 20 -24 feet and 5 foot to 8 foot wide gravel shoulders. There is a slight rise in elevation of the roadway cresting approximately 300 feet landward of the public beach. The roadway then gradually slopes to its terminus at the Gulf Beach. The slight elevation of Beach Access Road #2 at its approach to the beach provides protection to inland properties during a storm surge. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 22 Figure 13: Beach Access Road 2 on Mustang Island mmomo Figure 14: Beach Access Road 2, Seaward View Near State Highway 361 Beach Access Road 2 does not contain a GLO recommended "switch back" that turns away from the prevailing winds at the approach to the beach. If the roadway were improved with the necessary turn away from prevailing winds, the Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 23 accumulation of sand in the roadway would be reduced. Vacant privately owned properties are located on either side of Beach Access Road #2, which when platted may allow the realignment of the roadway to include a small switchback. The construction of the switch back may require public grant funding with a local match. 1 Map Figure 15: Mustang Island State Park Entrance, Google Aerial VI.C.2 Mustang Island Park Entrance Road Mustang Island Park Entrance Road connects State Highway 361 with a beach parking lot. The entrance road has a length of approximately 0.30 miles and a width of 22 feet with several pull out parking areas along its length. The roadway also connects with an Recreation Vehicle Park. The roadways contains a switch back but does not have a raised speed hump elevation for storm surge protection at the approach to the beach. The entrance roadway is owned and maintained by the state and is exempt from the Erosion Reponses Plan. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 24 cvn .r. vvvppn• map Gsake. neyu.c a Nrvwe.n Figure 16: Beach Access Road 3, Mustang Island State Park VI.C.3 Beach Access Road 3 Beach Access Road 3 is located on Mustang Island State Park and connects State Highway 361 with the gulf beach. Beach Access Road #3 is not subject to the Erosion Response Plan. The approximate length of the Beach Access Road #3 is 0.50 miles. The roadway consists of two travel asphalt lanes with a width of 20 to 24 feet, 5 to 8 foot wide gravel shoulders and roadside drainage. The roadway does not have the GLO recommended switch back alignment away from prevailing winds and does not have an "elevated hump" at the approach to the beach. Beach Access Road 3 is owned by the State of Texas and is exempt from the Erosion Response Plan. VI.C.4 Newport Pass Road Newport Pass Road connects with State Highway 361 and the gulf beach and is located approximately 1 mile south of Beach Access Road #3. The total length of the roadway is approximately 0.50 miles. The roadway is composed of asphalt pavement with a width of 20 feet for two travel lanes. The roadway contains two switch -backs consistent with GLO design guidelines. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 25 .;;i1/rSAfB Figure 17: Newport Beach Access Road, Photos and Google Aerial While the roadway does not contain the GLO recommended roadway hump at the approach to the beach, there is a moderate elevation grade leveling off roughly 100 feet before connecting with the beach. Damage to the roadway from previous hurricanes and tropical storms has been minimal. The possibility of future damage to commercial or residential property adjacent to the roadway is negligible as the County owns all adjacent property. However, if the roadway sustains major storm damage in the future, the County would address a more prominent elevation similar to that of an exaggerated speed hump if funding were available. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 26 VI.C.5 Zahn Road Figure 18: Zahn Road at Packery Channel, Google Aerial Figure 19: Zahn Road at Packery Channel Zahn Road is located approximately 1 mile south of Newport Pass Road and connects State Highway 361 to the beach. Roadway length is 950 feet with a right -of -way of 85 feet and two travel lanes. A five foot sidewalk is located on the northern edge of the right -of -way. The roadway does not have a GLO Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 27 recommended switchback or an elevated section near the approach to the beach. In the future, if the roadway is substantially damaged then an elevated section would be pursued if funds are available. Due to the adjacent residential subdivision and dune system, a realignment to include a switch back may not be feasible. VI.C.6 Beach Access Road 3A Figure 20: Beach Access Road 3A, Google Aerial Beach Access Road #3A on North Padre Island is located immediately south of the Packer Channel and connects with the gulf beach via Park Road 22, Whitecap Boulevard and Windward Drive. The approximate length of the Beach Access Road #3A is 0.14 miles or 750 feet. The roadway consists of two asphalt travel lanes with a width of 20 feet. The roadway alignment is generally consistent with GLO standards with a steep drop off within 100 feet of the beach. In addition, there is at least 10 feet of elevation from the beach landward to Beach Access Road 3A's connection with Windward Drive. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 28 1 MIMI Figure 21: Beach Access Road 3A, Seaward View VI.C.7 Seawall Parking Lot Figure 22: Seawall Parking Lot The seawall parking lot was constructed in 2006 and contains approximately 300 parking spaces. Since construction the parking lot has been improved with several enhancements that include public restrooms, landscaping and an ADA beach access ramp from the seawall to the beach. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 29 VI.C.8 Whitecap Boulevard Whitecap Boulevard on North Padre Island is located 0.85 miles south of the Beach Access Road 3A and connects the gulf beach with Windward Drive. The approximate length of the Whitecape Boulevard between the beach and Windward Drive is 1,100 feet. The roadway pavement consists of two asphalt travel lanes, parallel on street parking with a width of approximately 44 feet. The roadway contains curb and gutters with sidewalks on both sides of the street, ranging in width from 10 feet to five feet at the approach to the beach. The roadways length and alignment are generally consistent with GLO standards. The msl elevation at Windward Drive is 7 feet with a gradual slope to the sea level at the beach. In the event of storm damage, if funds are available, the City would reconstruct the roadway with an exaggerated speed hump at the approach to the beach per GLO design guidelines. Figure 23: Whitecap Boulevard, Google Aerial Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 30 1 MUM 1 Figure 24: Whitecap Boulevard, Seaward View VI.C.9 Beach Access Roads 4, 5, 6 and Padre Balli Park Entrance /Exit Road These access roads connect directly to State Highway Park Road 22, providing public access within the park along North Padre Island. (Figure 27) Figure 25: Beach Access Roads 4, 5, 6 and Padre Balli Park Entrance / Exit Road Beach Access Road 4 is located approximately 0.20 miles south of Whitecap Road and connects the beach with Park Road 22. Beach Access Road 4 is 0.5 miles in length and 24 feet in width and contains two travel lanes. Elif Road Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 31 intersects Beach Access Road 4 approximately 950 landward of the Gulf Beach to form a T- intersection. Beach Access Road 4 has a straight alignment without switchbacks but is oriented at an angle to the prevailing winds. Due to Beach Access Road 4's relatively flat grade and low elevation, if the roadway sustained major storm damage, then Nueces County would seek funding to address construction of a more prominent elevation and possibly a switchback consistent with GLO design guidelines. Figure 26: Beach Access Road 4, Seaward View at the Intersection of Elif Road VI.C.10 Beach Access Road 5 Beach Access Road 5 is located approximately 0.5 miles south of Beach Access Road 4 and also connects the beach with Park Road 22. The total length of the roadway is 0.4 miles and contains a width of 24 feet. The roadway is not consistent with GLO design guidelines for a switchback and an elevated hump at the approach to the beach. If Beach Access Road 5 sustained major storm damage, the county would seek funding to address construction of a more prominent elevation similar to that of Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 32 the exaggerated speed hump and some road realignment to ensure that its culminating point onto the beach was at more prominent angel to the prevailing wind direction. Because Beach Access Road 5 is within the Park, there are no impacts to private property. Figure 27: Beach Access Road 5, Seaward View VI.C.11 Padre Balli Park Entrance /Exit The Padre Balli Park Entrance /Exit is located approximately 0.28 miles south of Beach Access Road 5 and also connects the beach with Park Road 22. The total length of the roadway is 0.38 miles. The entrance and exists along this roadway are divided by a large median. The entrance and exit roadways are each 24 feet in width. As the park entrance, the roadways connects to the beach, beach parking facilities, RV Camping facilities, County Park Offices, and Bob Hall Pier. Reorientation of the access road would require major redesign of the park. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 33 1 Figure 28: Padre Balli Park Entrance /Existing Road, Seaward View In order to deflect a direct storm surge a large grassy area has been highlighted in Figure 31 with the recommendation to create a large dune on this site. The unused grassy surface is 51,340 or about 1.1 acres. Dunes could be built on the area by placing sargassum seaweed from nearby beach areas. Figure 29: Padre Balli Park Entrance - Potential 1.1 Acre Dune Construction Site Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 34 VI.C.12 Beach Access Road 6 Beach Access Road 6 is located 0.45 miles south of the Padre Balli Park Entrance /Exit Road and is very near the southern most boundary of Padre Bailie Park. The roadway connects with Park Road 22 and has a total length of 0.4 miles and contains a switchback alignment but at its approach to the beach faces into the prevailing wind. While there is a gentle rise in elevation as the roadway approaches the beach, there is not the pronounced rise in road elevation suggested by GLO guidelines. Figure 30: Beach Access Road 6, Google Aerial Figure 31: Beach Access Road 6, Seaward View 1 Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 35 Terra. of Use VI.C.13 Padre Island National Sea Shore North Beach Access Road Padre Island National Sea Shore North Beach Access Road located 7.5 miles south of Beach Access Road 6. The roadway connects with Park Road 22 and has a total length of 0.42 miles and contains a switchback alignment but at its approach to the beach faces into the prevailing wind. The orientation of the roadway at the beach is facing into the wind and not consistent with GLO Guidelines. There is a gradual elevation up to the foredune ridge with a sloping drop off to the beach. The roadway is owned and maintained by the U.S. Park Service. Figure 32: Padre Island National Sea Shore North Beach Access Road VI.D. Recent Enhancements to Public Beach Access Recent city improvements to enhanced beach access include reconstruction of a portion of Zahn Road, beach renourishment in front of the seawall, the Padre Island Sea Wall Parking lot, resurfacing /sidewalk improvements to Whitecap Boulevard and Packery Channel recreational improvements. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 36 VI.D.1 Zahn Road Improvements Zahn Road, located immediately north of Packery Channel, was reconstructed in 2009 as part of a development agreement between the developer of Tortuga Dunes Subdivision and the City. Total project costs for the City where approximately $1,291,538 and $523,837 for the developer. Improvements made to the street included: a gravel sidewalk along the northern edge of the roadway, resurfacing, etc. VI. D.2 Beach Qult Renourishment / Padre Island Seawall Figure 33: Beach Access Road Alignment As part of the Packery Channel Project, the beach in front of the Padre Island Sea Wall was renourished with a grant from the Texas General Land Office in 2003. The cost of the renourishment was $1.3 million. VI.D.3 Seawall Parking Lot A 300 space seawall parking lot was constructed in 2006. The parking lot is landscaped, contains an ADA access ramp from the sea wall to the beach and in 2008 public restrooms and outdoor showers were added to the facility. The cost of the parking lot, ADA access ramp and the restrooms was $1.2 million. VI.D.4 Whitecap Boulevard Resurfacing and Sidewalk Improvements In 2010, Whitecap Boulevard was resurfaced and curbs where repaired. The project also included a new 10 foot wide stamped concrete sidewalk from Windward Drive to the 200 foot Erosion Area Line Boundary. Seaward of the Erosion Area Boundary the existing five foot wide brick paver sidewalk was repaired and refurbished. The cost of the project was approximately $540,000. VI.D.5 Packery Channel Recreational Improvements The Packery Channel was constructed in 2002 -2005. The Packery Channel project was a 21.4 million dollar project to dredge a channel between the Laguna Madre and the Gulf of Mexico and to construct two 1,400 foot jetties. In addition, 1.1 million was spent to provide an access road, large car and trailer parking and two boat ramps. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 37 Parking, overlooks, restroom facilities, ADA access ramps and a pavilion are planned for construction by 2014. Costs for these improvements are estimated to be approximately $4.8 million dollars. The City of Corpus Christi also has other significant costs associated with the beach including beach cleaning at an annual cost of over $700,000 per year, fire protection costs include the city newest Fire Station at the north end of Mustang Island State Park and police patrol for the beach area. VI.E. Priority for Beach Access Road Improvements The prioritization for beach access improvements should be based on: VI.E.1 Enhancing Public safety. VI.E.1.i Beach Access Road Spacing. Spacing of beach access roadways to allow quicker access to on beach emergencies — where beach access roadways are spaced at intervals of greater than 1 mile Signage at beach access points to warn the public of natural hazards, rip tides, etc. VI.E.1.ii Beach Access Road Realignment and Raised Humps. Improvements to protect the access and surrounding developed property from storm surge damage By realignment of the beach access in accord with GLO Guidelines; and by placing a raised hump in the roadway landward of the beach per GLO Guidelines. VI.E.1.iii Beach Renourishment. Beach Renourishment where the narrow width of the beach becomes a safety hazard and /or is less than 100 feet wide. VI.E.1.iv Beach Amenities. Amenities to benefit the general public's beach access experience at high use areas including public showers and restrooms landward of the public beachPackery Channel improvements for access to the channel walkway, outlooks, channel fishing amenities, etc. Based on the criteria above the following is a list of beach access improvements. VI.E.2. Short Term Goals (Three years or less) VI.E.1.i. New Beach Access Road on Mustang Island. Obtain right -of -way for a new beach access roadway north of Mustang Island State Park. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 38 Currently there is a 7.3 mile distance between Beach Access Road 1 in City of Port Aransas and the Beach Access Road 2 in the City of Corpus Christi. VI.E.1.ii New Beach Access Road on North Padre Island. Obtain right -of- way for a new beach access roadway south of Access Road 6. Currently, there is 7.5 mile spacing between Beach Access Road 6 and the National Sea Shore Beach Access Roadway. VI.E.1.iii. Beach Monitoring. Continue monitoring of the beach at Packery Channel. VI.E.1.iv. Packery Channel. Packery Channel Improvements — parking, outlooks, restrooms, ADA access improvements, etc. VI.E.1.v. Corp of Engineers Permit for Beach Cleaning. Propose revisions to the existing Corp of Engineers permit for beach cleaning which allows widening of the beach by placement of beach sand seaward of mean high tide. VI.E.1.vi. Beach Bollards. Install beach bollards in front of the seawall to delineate vehicular and non - vehicular beach access areas. VI.E.3. Long Term Goals (greater than two years) VI.E.3.i. Construct New Beach Access Road on Mustang Island. Construct a new beach access roadway north of Beach Access Road 2 to reduce emergency response times to beach emergencies at the northern end of Mustang Island inside the City of Corpus Christi. VI.E.3.ii. Construct New Beach Access Road on North Padre Island. Construct a new beach access roadway south of Beach Access Road 6 to reduce emergency response times to beach emergencies between Beach Access Road 6 and the National Sea Shore Beach Access Roadway. VI.E.3.iii. Seawall Beach Renourishment. Renourishment of the beach in front of the Padre Island Seawall. VI.E.3.iv. Monitoring Mustang Island Beaches. Monitoring and renourishment of the beach north of Mustang Island State Park. VI.E3.v. Packery Channel Improvements. Packery Channel fishing and outlook amenities. VII. Acquisition of Property Seaward of Setback Line The City of Corpus Christi and Nueces County have developed criteria for identifying properties for voluntary acquisition of fee simple title or a lesser interest acquisition k y donation or potential purchase. These properties, which may have structures located entirely seaward of the building setback line, experience severe damage during storms, Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 39 impede the development of a natural dune system and restrict the use of the public beach. To be considered for acquisition, a structure must: • be entirely seaward of the building setback line, • impede beach access, • be more than 25% on the public beach, • affect hydrology as determined by a registered professional geologist/engineer licensed in the State of Texas, • deemed to be a hazard to health and safety, or • cause erosion of adjacent property. Property to be acquired will be prioritized based on the severity and amount of criteria met. Acquisition strategy will consist of: • acquisition by voluntary donation to the City or County, • identification of potential property, • negotiation of acquisition, • available funding including potential grants, • agreement execution, and • removal or relocation of structure. VIII. Post Storm Recovery Following the land fall of a hurricane, City staff will conduct the following measures to ensure public access to and use of the public beach. VIII.A. Inspections Conduct inspections of all designated beach access points to determine whether the public is able to access the beach. VIII.B. List Required Repairs Compile a list of required repairs and replacements, including but not limited to parking areas, pedestrian pathways, vehicular access ways, and signage. VIII.C. Repair Schedule Create schedules for public access area repairs and replacements based on local funding and grant requests. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 40 Appendix 1: Packery Channel Development Plan Packery Channel Development Goal - to facilitate development of a world-class recreational destination on the Texas Gulf Coast. Development of the area will provide a significant economic stimulus to the island, the city, the region and Packery Channel Devetopment Plan Map RP AMR Pub* pArktes end access ie chwrrwel 404 Sohn aNtr, Putdk eccoss fresiwaernsi WO, Facifitiva with Amyricarm IrAh Olsatiatitth fA0A? AcCASAthAity as thelerteo$ makthmet46 Right Of Woy (RPM ter chemtel possible Future Skilfrela t fOO ree4 POITIler efredAid, diSp0110 area (Poitib1e tahrre deop1,017fM1471 Matt* area) BA -C. Ftrilire commercial and w City alavegopelent Deal ramp balky este possible 471110111 admialstratiorthiAtilh, and access read itt Pub.& beach r venciefs f „ Cons rvailort area 12. Cort044 dereaopmenf ger water dasfivit451 Liff s etflort 14, RAW Ffi'*ng let 15. Seewion with Aewrica.$ with ADA vrgess 14, Auhrik AxteSS .1.0...10g ADA 44c4.$4, CKERY CMINNEL the State of Texas. Development of the Packery Channel area (Packery Channel Development Plan, will be in a manner that is consistent with this Erosion Response Plan, Nueces County Dune Protection and Beach Access Regulations and all other applicable city, state and federal requirements. Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 41 Appendix 2: Dune Assessment and Mitigation Map Exhibits 1-20 Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 42 Appendix 3: Beach Access Assessment and Mitigation Map Exhibit 21 EROSION RESPONSE PLAN Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 43 Revised Draft Nueces County / Corpus Christi Erosion Response Plan June 7, 2012 Page 44 0 00 4T0 000 rtru S4sSr3114 Riu Nri Ii&-DOA2NiUcGAC6F�Prulanes laC*MJ S .MjkAVJ 1L'tLT ax,) ftctEANG,PIP,5 X331 City of Corpus Christi Legend Dune Protection Beach Access - - Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year —••—•• BEG Projected 2060 Shoreline ------ Line of Vegetation -•� 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 16 2 • Proposed - Beach Access Rd Existing - Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority At6— C j CITY LIMITS .�.o. r ETJ Parks Gulf of Mexico Beach Width Cs c(Q 400 000 IMO R846 NO144,1.= .=s RojA, Gtt*SX3]CY. Nipx-i ik) wo VAC +abt3 a3Ito-7g,8mff, P12.3419X, 31 SQ b%dCx-51-41110Dwapont-x"3ato3 City of Corpus Christi Legend Dune Protection Beach Access -'"-' Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year —••—•• BEG Projected 2060 Shoreline ------ Line of Vegetation -•� 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 ME 16 • Proposed - Beach Access Rd Existing - Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority At6— C j CITY LIMITS .�.o. r ETJ Parks Gulf of Mexico Beach Width MO WO 0,1111q11 Z4ictilM R[L4Gid;3igMci}1A .P.tu1 }ri [ GF7 K414knAIJA iLc93 hoot] Czytaf0,a11m5Anto oft,) Cxac r4Cy@rxx fat, tC otanSing, tx,nat-iwd City of Corpus Christi Legend Dune Protection - - Mean High Water Line 2 Contour, GLO 2010 Contours Beach Access Collector Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed —••—•• BEG Projected 2060 Shoreline ------ Line of Vegetation -•� 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 NNE 16 Beach Access Rd Existing •� Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority CITY LIMITS r ETJ Parks Gulf of Mexico Beach Width 0 g00 400 000 PaLi R.JSiSC I;V;IM: 7.ijk-P.4445, IAR.1;;;W:4EILT45 7G515 5.3`Y35k [mCEIT�,SJa-95,74:W R_7 Mx17 ke i� sd ;Ezw RK:58 tom} rf4R4PAip fr;4) avoir, r rr„r WA?54r;q ]vi, Pi]a5el'+A; P331 City of Corpus Christi Legend Dune Protection Beach Access - - Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed —••—•• BEG Projected 2060 Shoreline Line of Vegetation -•� 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 111111111 16 • - Beach Access Rd Existing - Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority At6— C j CITY LIMITS .�.o. r ETJ Parks Gulf of Mexico Beach Width Nuece 8 19 20 tai Lt . cu ,11k I �3 ,?L.� 11x1Oar EK-vp5,0141•11*DwNregilalg.BDOW xn 400 000 A00 City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r*-- 1 CITY LIMITS ETJ Parks Gulf of Mexico Beach Width REPO E PLAN Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed —•-- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line (J' 200 400 000 sl. G'61 g,t? AANAA C'clf�C�ka?tujanis„ Pk°Jiarnc,,,CX �aPKm,� 300as, �a0 .r x , 0 >Avg 11s17 bnca] 80,06 EIY 0!000 E) 'xi 11.F10 00110006iJSi) L y7[[ f bWAN 0 t]E Gi 00100 601.03 03D1 City of Corpus Christi GLO Contours 2010 Contours in Feet 20 INN 16 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority Er*-- 1 CITY LIMITS . .o.r �„ eETJ Parks Gulf of Mexico Beach Width LOCATION MAP 0 2@ 400 800 18 19 20 WORM P kuj kik o4a22•J1t FIL, n6PACC7.�7J 3918?G0,5f,*B1 r1J, e ,tt�?Hr,>0;1¢77 wa 1c,9r1LYk1 WIKAwft,3 11,MP,3 9331 REPO E PLAN City of Corpus Christi Legend Dune Protection Beach Access - - Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority 116 11117iE o CITY LIMITS ;:- -1.,ETJ Parks Gulf of Mexico Beach Width ECrie,VOM REPO E PLAN %io®®®lin®101131 0 zcQ 'w i 000 Nati Et.k# ta4ttafaoia. Astift PRC610Z x7t �U rax o,r,u Egyt G+,Co,1a all Nrn�-c OM) City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority Er*-- 1 CITY LIMITS . .o.r ETJ Parks Gulf of Mexico Beach Width LOCATION MAP g-.00 »C ECC 19100 iDC0 Pe P,1NYI Jrtrm tit 9b RIU GtdiWOWAAP,GACmks aaac,or�&1aWOZM0 CxxtcTrn�t i'fit�;x 1tlatan?Nt}7,43. 7) L UtYk1 a7b1 ]Bftcg, PAW 6 O ct,Cxwsfu'&gB Dwaplamt 36,11x City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority Er*-- 1 CITY LIMITS . .o.r ;ETJ Parks Gulf of Mexico Beach Width ®Bti©NI©Q©,®® 13E®11310 IIM L@C 1,10 f,00 %�rr. Jiz CFI EI ?liA{A NA1: E,T3 Projankl, ',1w.uy7 Cg': [KU ODA -ADA P,AT).7E-u ©;Ai) C r alw 61111467w4rwout 33 87 City of Corpus Christi Legend Dune Protection Mean High Water Line 2 Contour, GLO 2010 Contours Beach Access Collector Existing • BEG Shoreline Change Points Collector In Feet per Year ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 Proposed Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority CITY LIMITS ETJ Parks Gulf of Mexico Beach Width za 402 G'Hlt Gt,°i?WPOW3. gs/C�hs P73J k* FIL413111W,'AZ-04316 PK -0157.3.0.1a [Fq c+E1,11F NDA ThirfpX.c.5 ©AO MVP %fa a?7bT-Ira 3p1 c6Cx'v_Ps`ru'&MIODArilim nt 33h City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r*-- 1 CITY LIMITS ETJ Parks Gulf of Mexico Beach Width EROSION RESPONSE LOCATION MAP 17 18 19 20 C Z-Cx (2 f.{ C 10(2 eE( °v�aoae en.A7n: 1� AC,6 ,E553h11 RAP 1c[ +6bbaba3 u` - aE aR APB 6P.0.5X31 City of Corpus Christi Legend Dune Protection - - Mean High Water Line 2 Contour, GLO 2010 Contours Beach Access Collector Existing • BEG Shoreline Change Points Collector In Feet per Year ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line Proposed Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial GLO Contours 2010 r Milepoint Markers Contours in Feet Mitgation Opportunities 20 1 Mitigation Areas by Priority INN 16 �i—god CITY LIMITS T` ETJ Parks Gulf of Mexico Beach Width 2 LOCATION MAP C A?X ti AIM ntj 1:tiu op12 PL,41111aC r“Cf. M I,K057-X33090, Rwroa C£'e G>ria gmAtAND?arp. (NO 564D%.022+ hba34, G,21?3 ra31 City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r*-- 1 CITY LIMITS ETJ Parks Gulf of Mexico Beach Width LOCATION MAP Q Z,f2,0 4(9 IOU FAA1,11 rtiws s g 1j b7 An NA1:!CDS-I's?7u1 Ct KY�'Cii 1tuagho?yi'),' My) G off, NP86RX, P4M diUVcGavwyi,M®D4,,arfpgml•Sw,11343 City of Corpus Christi Legend Dune Protection Mean High Water Line 2 Contour, GLO 2010 Contours Beach Access Collector Existing • BEG Shoreline Change Points Collector In Feet per Year ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 r Proposed Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r*-- 1 CITY LIMITS ETJ Parks Gulf of Mexico Beach Width LOCATION MAP C 2tC tCG PiBNlIniJftim (12 Awrto31611OlbtF2©M 58,,P INfa a?7t; 134 E X331 City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r*-- 1 CITY LIMITS ETJ Parks Gulf of Mexico Beach Width F'OSIONXRESPONSE RL°4N LOCATION MAP PiBmffiiCjM Cxc t [KU olnbwmaPtr- oils7j &5 +afi, *RV ctiarmglital Nwtypumat.amfbw. City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority CITY LIMITS ETJ Parks Gulf of Mexico Beach Width LOCATION MAP ‘t,,12c2 G1 dbal 1b14 c 1 -1s FIL,IidoiJC C.__077,:15lid PRO5,.26,3Y301 laa.KJ"gjav- 6,3ULT 7 11x17 bnrcl l L lic N+abl r19a34 cg, amBi x173 A4Dt City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r*-- 1 CITY LIMITS ETJ Parks Gulf of Mexico Beach Width RESPONSE LOCATION MAP 1,3CL haelbg1s Gue�;.a01 Cgn l 0030000 000.0, ©0157) c0c0a000 c.0000 City of Corpus Christi Legend Dune Protection - - Mean High Water Line 2 Contour, GLO 2010 Contours • BEG Shoreline Change Points In Feet per Year ---- BEG Projected 2060 Shoreline ----- Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 Beach Access Collector Existing r Collector Proposed Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r--1 CITY LIMITS £, .,;ETJ Parks Gulf of Mexico Beach Width S AC.OMS'ER SUNRISE SHORES HOLT HAWN HOUSE LOST COLONY LOCATION MAP Nd oAltg2.91. G'fltx NtPL 1&L,Vlica/ak7 PiAlasMA, PttmArrtAdRyt MIK 41111AMAP[AA (APO City of Corpus Christi Legend Dune Protection Beach Access Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed --- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 INN 16 2 Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial r Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority r*-- 1 CITY LIMITS ETJ Parks Gulf of Mexico Beach Width Y Z-(2.0. ti IOU PiMlilnij -Jk# 2,2YMOYM Cxct¢✓r I0AF1$�?Nr}o2OlA`73 MD WO ati,WI]a3Um- Mff„P1P3 a31 City of Corpus Christi Legend Dune Protection Beach Access - ®o+ Mean High Water Line Collector 2 Contour, GLO 2010 Contours Existing • BEG Shoreline Change Points Collector In Feet per Year Proposed ---- BEG Projected 2060 Shoreline ------ Line of Vegetation ®®® 350' Setback Line 1000' Dune Protection Line GLO Contours 2010 Contours in Feet 20 16 2 r Beach Access Rd Existing Beach Access Rd Proposed Rural Arterial Milepoint Markers Mitgation Opportunities 1 Mitigation Areas by Priority CITY LIMITS ETJ Parks Gulf of Mexico Beach Width AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: May 24, 2012 TO: Ronald L. Olson, City Manager FROM: Mark Van Vleck, Interim Director MarkVV @cctexas.com 361- 826 -3246 Public Hearing — Unified Development Code Text Amendments Amend Uses, Dimensions, and Density in "RM -AT" Multifamily Apartment Tourist District; Reduce Parking for Big Box Stores CAPTION: Public Hearing — Unified Development Code Text Amendments Ordinance amending the Corpus Christi Unified Development Code (UDC) by revising Table 4.4.2. relating to permitted uses; revising Table 4.4.3.B. relating to density, yards, and height; revising Table 7.2.2.B. relating to the parking requirement for retail sales and service uses; amending conflicting provisions of the City's Comprehensive Plan; repealing conflicting ordinances; providing for severance, penalties, publication and an effective date. BACKGROUND AND FINDINGS: The Unified Development Code (UDC) became effective July 1, 2011, and since then, staff has presented several text amendments for consideration. The most recent set of amendments became effective February 27, 2012. As part of the continued improvement of the UDC and to address the city's development needs, the following new text amendments are proposed: • Table 4.4.2. - Add apartment hotel, bed and breakfast inn, extended -stay facilities, hotel, and motel uses to the "RM -AT" Multifamily Apartment Tourist District. Most of the above uses were allowed in the "RM -AT" District of the former Zoning Ordinance and were unintentionally excluded in the UDC. The uses are compatible and appropriate for a tourist district. • Table 4.4.3.B. - In the "RM -1, RM -2, and RM -3" Multifamily 1, 2, and 3 Districts, reduce the "1 family and 2 family" side yard from ten feet to five feet and add reference to comply with Section 4.2.8.C., 4.2.8.D., and 4.2.8.E. regarding the slope- height requirement; in the "RM -AT" Multifamily Apartment Tourist District, under the Padre Island /Mustang Island /Corpus Christi Beach column, include "2 family" in this category, increase the density from 8.72 units per acre to 18 units per acre, and reduce the rear yard from ten feet to five feet to accommodate the two - family use; under the "1 -2 family" column, correct the density by reducing it from 43.56 units per acre to nine units per Public Hearing — Unified Development Code Text Amendments Amend Uses, Dimensions, and Density in "RM -AT" Multifamily Apartment Tourist District; Reduce Parking for Big Box Stores July 10, 2012 Page 2 acre; and under the "3+ family" column, increase the density from 43.56 units per acre to 60 units per acre. The minimum yard adjustments allow consistency with the UDC residential district requirements for one and two family dwellings. Reference to the height slope setback is added to allow for transparency of other applicable UDC requirements. Additionally, staff conducted research comparing other city's density requirements in multi - family tourist districts, and after careful consideration, City staff concluded appropriate densities should be the approximate average from the various compatible cities. • Table 7.2.2.B. - Revise the parking requirement for retail sales and service uses greater than 100,000 square feet of gross floor area and shopping centers over 400,000 square feet of gross floor area to one parking space per 300 square feet of gross floor area. There are many benefits associated with a reduction of parking spaces. Reduced parking supports smart growth and may help create a more attractive and efficient environment by reducing impervious surface, allowing more flexible building design, encouraging alternate modes of transportation, and improving parking facility design. A further comprehensive review of all uses and required parking spaces is in process and will be presented at a later date. ALTERNATIVES: Denial or alteration of the proposed text amendments OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Comprehensive Plan EMERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: Legal; Planning Commission C:AProgram Files \Granicus\Legistar5\Packetv981 City Council 6 _ 26 _ 2012 \0012_1_Agenda Memo - UDC Text Amendments.docx Public Hearing — Unified Development Code Text Amendments Amend Uses, Dimensions, and Density in "RM -AT" Multifamily Apartment Tourist District; Reduce Parking for Big Box Stores July 10, 2012 Page 3 FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Planning Commission and Staff Recommendation (May 23, 2012): Approval of the proposed UDC text amendments. LIST OF SUPPORTING DOCUMENTS: "RM -AT" District Area Map Ordinance C:AProgram Files \Granicus\Legistar5\Packetv981 City Council 6 _ 26 _ 2012 \0012_1_Agenda Memo - UDC Text Amendments.docx City of Corpus Christi Zoning: RM -AT Corpus Christi Beach 0.2 0.1 0 0.2 0.4 Miles Flour Bluff, North Padre Island, and Mustang Island 1 0.5 0 IMO 1 2 Miles r ,14k�er SKIPPER; WEBB O r -=11 _ — •HVY 358 z ONEILLI �j (GRAHAM 1 CANTERA Wp DON PATRICI °9 PURDUE A *)%,,,4,14,0 SUNT litSt (� 9 D VORKTOWN Created on: 04/26/2012 (c) 2012 City of Corpus Christi,- Development Services Ordinance amending the Corpus Christi Unified Development Code (UDC) by revising Table 4.4.2. relating to permitted uses; revising Table 4.4.3.B. relating to density, yards, and height; revising Table 7.2.2.B. relating to the parking requirement for retail sales and service uses; amending conflicting provisions of the City's Comprehensive Plan; repealing conflicting ordinances; providing for severance, penalties, publication and an effective date. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the amendment of the UDC; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, May 23, 2012, during a meeting of the Planning Commission, and on Tuesday, June 26, 2012, and Tuesday, July 10, 2012, during meetings of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment to the UDC would best serve public health, necessity, and convenience and the general welfare of the City and its citizens. NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Section 4.4 entitled, "Multifamily Residential Districts," is amended by revising Table 4.4.2. entitled, "Permitted Uses (multifamily districts)," to read as follows: Table 4.4.2 Permitted Uses (multifamily districts) Commerciial. Use Apartment hotel P Bed and breakfast home SP SP L L L L 5.2.8 Bed and breakfast inn P Extended -stay facilities P Hotel P Motel P Industrial Uses K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx SECTION 2. That Section 4.4 entitled, "Multifamily Residential Districts," is amended by revising Table 4.4.3.B. entitled, "Multifamily Zoning Districts," to read as follows: Table 4.4.3.B Multifamily Zoning Districts *PI/MI = Padre Island/Mustang Island SECTION 3. That Section 7.2. entitled, "Off- Street Parking, Loading and Stacking," is amended by revising Table 7.2.2.B. entitled, "Parking Ratios," to read as follows: Retail Sales and Service [5.1.4.G] See Note below for additional requirements. RM -1 RM -2 Funeral home RM -AT Multifamily Districts RM -3 PI /MI* /Corpus Christi Beach (1 -2 Fam) 1 -2 Fam 3+ Fam Max. Density (units /acre) 22 30 36 8,72 18 /13.569 /13.5660 2 per bay Auto rental, sales or leasing or boat and recreational vehicle sales Min. Open Space (% site area) 35% 30% 30% 25% 25% 10% Min. Lot Area (sq. ft.) 6,000 6,000 6,000 5,000 10,000 10,000 Min. Lot Width (ft.) 50 50 50 50 85 85 Min. Yards (ft.) Street Street (corner) Side (1 fam &2fam) Side (3+ fam) 20 _ 15 -1-95 20 20 15 -1-95 20 20 15 -1-95 20 20 10 5 20 15 10 20 15 20 Rear 15 15 15 a-9 5 15 15 Min. Building Separation (ft.) 10 10 10 10 Max. Height (ft.) and comply with Section 45 60 60 4.2.8.C., 4.2.8.D., and 4.2.8.E. *PI/MI = Padre Island/Mustang Island SECTION 3. That Section 7.2. entitled, "Off- Street Parking, Loading and Stacking," is amended by revising Table 7.2.2.B. entitled, "Parking Ratios," to read as follows: Retail Sales and Service [5.1.4.G] See Note below for additional requirements. Animal hospital 1 per 400 SF GFA plus 1 per employee Funeral home 1 per 5 seats or seating spaces Retails Sales and Service greater than 100,000 SF GFA and shopping centers over 400,000 SF GFA 1 per 228 300 SF GFA Shopping Centers up to 400,000 SF GFA 1 per 250 SF GFA All other uses 1 per 250 SF for first 20,000 SF net retail floor area, plus 1 per 500 SF up to 50,000 SF net retail floor area Self Service Storage [5.1.4.H] All uses 1 per 250 SF office space Vehicle Sales and Service [5.1.4.1) Car wash, self- and full - service 2 per bay Auto rental, sales or leasing or boat and recreational vehicle sales 1 per 500 indoor SF GFA, plus 1 per 10,000 SF outdoor lot area All other uses 5 per bay or 1 per 250 SF GFA, as applicable and whichever is greater K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx SECTION 4. That the UDC and corresponding Zoning Map of the City of Corpus Christi, Texas, effective July 1, 2011, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. SECTION 5. That to the extent that this amendment to the UDC represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as amended by this ordinance. SECTION 6. That any ordinance or part of any ordinance in conflict with this ordinance is hereby expressly repealed by this ordinance. SECTION 7. 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 of a court of competent jurisdiction, it may 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 8. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable as provided in Section 1.10.1 and /or Article 10 of the UDC. SECTION 9. That 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. SECTION 10. This Ordinance shall take effect upon and after publication of this Ordinance. Signatures found at next page. K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2012, by the following votes: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal That the foregoing ordinance was read for the second time and passed finally on this the day of , 2012, by the following votes: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal PASSED AND APPROVED this the day of , 2012. ATTEST: Armando Chapa City Secretary Joe Adame Mayor K: \DevelopmentSvcs \SHARED \Legistar \CC July 10 \Text Amendments \Ordinance for UDC Text Amendments DWBFinal.docx AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: June 25, 2012 TO: Ronald L. Olson, City Manager FROM: Dan Biles, P.E., Interim Director of Engineering Services danb @cctexas.com, (361) 826 -3729 Michael Morris, Director of Parks and Recreation michaelmo @cctexas.com, (361) 826 -3464 Approval of Construction Contract: Oso Bay Park, Phase 1 — Trail Improvements (Bond 2008) CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with H2O Construction, Inc. of Corpus Christi, Texas in the amount of $638,062.00 for the Oso Bay Park Trail Improvements, Phase 1 Project for the Base Bid. PURPOSE: To award the construction contract for the Oso Bay Park Trail Improvements, Phase 1. BACKGROUND AND FINDINGS: The Oso Bay Phase 1 Trail Improvements (Bond 2008) project is the initial phase of the implementation of the Oso Creek/Oso Bay Area Park Master Plan. Phase 1 will include the construction of approximately 4,300 linear feet of 8 feet to 10 feet wide stabilized decomposed granite, stabilized native soil, and reinforced concrete trails. An elevated Hawkwalk will also be constructed with a platform, timber pilings, shade structure, handrails and benches. The improvements will connect the existing pedestrian sidewalk along Oso Parkway to the existing Rails to Trails walk at the end of Holly Road. Impact and use of these existing facilities will be minimized during construction. The 10' trail will be able to accommodate emergency and park maintenance vehicles (as needed). Gates or other methods will be employed in an effort to prevent vehicular traffic from entering the park. On May 9, 2012, the City received proposals from two (2) bidders and their bids are as C:AProgram Files \Granicus\Legistar5\Packet\981 City Council 6 _ 26 _ 2012 \0013_1_Memo - Oso Park.docx follows: Contractor Base Bid Barcom Commercial Corpus Christi, Texas $953 149.64 H2O Construction Corpus Christi, Texas $638 062.00 ALTERNATIVES: 1. Award Project toH2O Construction, Inc. as recommended. 2. Do not award contract. OTHER CONSIDERATIONS: This project was approved by the voters in the November 2008 bond election and is being supplemented with grant funds. It has received grants from several state and local agencies including the Community Enrichment Fund (Land Purchase) and the Texas Parks & Wildlife National Recreation Trails Grant. CONFORMITY TO CITY POLICY: Conforms to statutes regarding Request for Bids process; Bond Issue 2008; FY 2011- 12 Capital Improvement Budget. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $638,100.00 $1,222,600.00 $3,844,100.00 $5,704,800.00 Encumbered / Expended Amount $638,100.00 $805,061.49 $1,443,161.49 This item $338,062.00 $300,000.00 $638,062.00 BALANCE $79,476.51 $3,544,100 $3,623,576.51 Fund(s): Tx Parks & Wildlife Grants ($610,449.60), Bond 2008 Parks CIP ($27,612.40) Comments: This project is the first construction phase of Oso Creek/ Oso Bay Area Park. Design of Phase 2 of the Park (Oso Bay Wetlands Preserve and Learning Center) C:AProgram Files \Granicus\Legistar5\Packet\981 City Council 6 _ 26 _ 2012 \0013_1_Memo - Oso Park.docx is ongoing. This phase of this project will be complete in 120 days from the Notice to Proceed being issued. RECOMMENDATION: City Staff recommend the approval of a construction contract with H2O Construction, Inc. in the amount of $638,062.00 for the Oso Bay Park Trail Improvements, Phase 1 project. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map C:AProgram Files \Granicus\Legistar5\Packet\981 City Council 6 _ 26 _ 2012 \0013_1_Memo - Oso Park.docx PROJECT BUDGET June 26, 2012 Oso Bay Park Trail Improvements, Phase 1 Project No. 3380 FUNDS AVAILABLE: Bond 2008 Park Funds $2,750,000.00 Coastal Impact Assistance Program 2010 1,500,000.00 Texas Parks & Wildlife Outdoor Grant 500,000.00 Texas Parks & Wildlife National Recreation Trails Grant 200,000.00 Coastal Management Program Grant 100,000.00 Coastal Bend Bays & Estuaries Program 20,000.00 Supplemental Environmental Program (SEP) Grant 41,566.00 Community Enrichment Fund (Land Purchase) 563,884.89 Street Capital Improvement Program 114,500.00 Storm Water Capital Improvement Program 106,250.00 Water Capital Improvement Program 57,500.00 Wastewater Capital Improvement Program 71,875.00 TOTAL $6,025,575.89 FUNDS REQUIRED: Construction - Phase 1 (H20 Construction, Inc.) $638,062.00 Construction - Phase 2 (Estimated) * (without Wet Lab & Breezeway) 2,400,000.00 Construction - Extension of Oso Parkway 325,200.00 Total Construction (Estimated) $3,363,262.00 Contingencies 504,489.30 Land Purchase (to date) 563,884.89 Consultant Fees: Design Consultant, Phase One (RVI) ** 286,980.00 Design Consultant, Phase Two (RVI) 616,670.00 Other Consultants (Geotechnical, State Land Survey, etc.) 57,450.00 Reimbursements: Contract Admin. (Contract Preparation /Award /Admin) (2.75 %).... Engineering Services (Project Mgt /Constr Mgt/Traffic Mgt (3.5 %).. Construction Inspection Services (3.5 %) Finance Reimbursements (1.5 %) Misc. (Printing, Advertising, etc.) 165,703.34 210,895.16 135,371.30 90,383.64 20,000.00 TOTAL $6,015,089.62 ESTIMATED PROJECT BUDGET BALANCE * Construction is contingent upon receipt of funding from future grants and potential donors ** Original Contract Approved by Council on January 11, 2011 10,486.27 \Mproject \councilexhibits \exh3380. dwg 005 RIVER NUECTS RAY +41/4� JS v� the c, 7VA, W S HWY ogC CORPUS CHRISTI B ay NAS PROJECT #3380 FM 2444 LPROJECT LOCATION Oso LOCATION MAP NOT TO SCALE £J4 1. ?( MADRE OSO CREEK / OSO BAY AREA PARK MASTER PLAN CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 - — :..- Oso Bay Area Park Phase 1 Trail Improvements Bond Issue 2008 Council Presentation June 26, 2012 City of Corpus Christi king Your Cgirt. Bond 2008 CORPUS C HP ST1 PARKS6,; RECREATION Oso Bay Park Phase 1 Trails HOLLY c -- • EXISTING PARKING WJs. GATE ATTRAIL Project Location EXPANDED, PIER EDGE LANDMARK CiSi'n s Chrtl Phase 2 (Future) GATED ENTRY AMPHITHEATER AND CHILDREN 5 :-' GARDEN ,�'... UPLAND GATED ENTRY;' WO©LDRIDGE ROAD - 'Ik-PEDESTRIAN ENTRY GATE VERLOOK PAVILION CAMPING AND RESTROOMS MALL CRAFT LAUNCH FISHING PIER TRAIL PARK GLO Land (No Improvement) g Your City Great. Bond 2008 3 CABSPU S RECREATION City of (isChrist Project Scope my Gran Phase 1 Trails • 4,300 Linear Feet (At Grade) • 8 -foot to 10 -foot wide • Trail Construction Material: - Stabilized Native Soil (410 LF) - Decomposed Granite (3070 LF) - Reinforced Concrete (820 LF) • 282 LF of 8 -foot wide HawkWalk - Birding Platform - Shade Structure - Fabricated Benches - Handrails WOOLORIC. P.04.5 •. rr king Your City Great, Bond 2008 HawkWalk CHFUSTI PARKS. RECREATION City of Corpus Christi aking Your City Great. Boni 2008 Project Schedule 1. Construction Phase: 120 calendar Days 2. Projected Schedule reflects City Council award for Construction in June 2012 CORFU C HP S T I PARKS -6,; RECREATION City of Corpus Christi FUNDS AVAILABLE: Bond 2008 Park Funds Coastal Impact Assistance Program 2010 Texas Parks & Wildlife Outdoor Grant Texas Parks & Wildlife National Recreation Trails Grant Coastal Management Program Grant Coastal Bend Bays & Estuaries Program Supplemental Environmental Program (SEP) Grant Community Enrichment Fund (Land Purchase) Capital Improvement Programs TOTAL FUNDS REQUIRED: Construction - Phase 1 (H2O Construction Inc.) Construction - Phase 2 (Estimated)* Construction - Extension of Oso Parkway (Estimated) Contingencies Land Purchase (to date) Consultant Fees: Making Your City Great .Bond 2008 Design Consultant, Phase One (RVi)** Design Consultant, Phase Two (RVi) Other Consultants (Geotechnical, State Land Survey, etc.) Reimbursements: TOTAL ESTIMATED PROJECT BUDGET BALANCE Project Cost $2,750,000.00 1, 500, 000.00 500,000.00 200,000.00 100,000.00 20,000.00 41, 566.00 563, 884.89 350,125.00 $6,025,575.89 $638,062.00 2,400,000.00 325,200.00 504,489.30 563, 884.89 286,980.00 616,670.00 57,450.00 622, 353.43 $6,015,089.62 10,486.27 * Construction is contingent upon receipt of funding from future grants and potential donors **Original Contract Approved by Council on January 11, 2011 PUS CHP ST1 PARK 6,; RECREATION AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: TO: FROM: Daniel Biles, P.E., Interim Director of Engineering Services danb @cctexas.com; 826 -3729 June 5, 2012 Ronald L. Olson, City Manager Michael Morris, Director of Parks and Recreation michaelmo @cctexas.com; 826 -3464 Approval of Construction Contract: Corpus Christi Beach Entry Development (Bond 2008) Re -Bid CAPTION: a. Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 to transfer $425,153.51 in budgeted project savings from the Heritage Park Cultural Center Renovation Project to the North Beach (CC Beach) Entry Development Project; increasing expenditures in the amount of $425,153.51; and declaring an emergency. b. Motion authorizing the City Manager, or designee, to execute a construction contract with Largin Construction Services, LLC. of Corpus Christi, Texas in the amount of $404,960.93 for the Bond 2008 Corpus Christi Beach Entry Development Project (Re -Bid) for the Base Bid. PURPOSE: To award the construction contract for the Corpus Christi Beach Entry Development Project (Re -Bid). BACKGROUND AND FINDINGS: This project is a tourist area improvements project which consists of the construction of a new arch entrance on Burleson Street between Timon Boulevard and Surfside Boulevard. The Base Bid includes the entry archway structure spanning over Burleson Street, landscaping and irrigation system installation. Graphics consisting of entry archway letters and images (seahorses, turtles and sandals plaque) will be made of a synthetic material mounted to the wood truss archway. A new 100 -year commemorative bronze plaque for the Texas Section of the American Society of Civil Engineers (ASCE) will be mounted on the north pylon of the archway structure. There were no additive alternates for this project. On April 25, 2012, the City received proposals from three (3) bidders and their respective bids are as follows: Contractor Base Bid Largin Construction Services, LLC. Corpus Christi, TX $404,960.93 Barcom Commercial, Inc. Corpus Christi, TX $427,409.58 SafeNet Services, LLC. Corpus Christi, TX $561,747.71 ALTERNATIVES: 1. Award Project to Largin Construction Services, LLC. as recommended. 2. Do not award contract. OTHER CONSIDERATIONS: This project was approved by the voters in the November 2008 bond election to improve existing conditions on Corpus Christi Beach resulting in a safer, more welcoming area. The project was initially bid in September 2010 with the sidewalk improvements project; however, because of performance issues with the contractor, the archway portion was rebid separately. CONFORMITY TO CITY POLICY: Conforms to statutes regarding bid process; Bond Issue 2008; FY2011 -2012 EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $200,100.00 $435,153.51 $0.00 $635,253.51 Encumbered / Expended Amt $200,100.00 $200,100.00 This item $404,960.93 $404,960.93 BALANCE $0.00 $30,192.58 $0.00 $30,192.58 Fund(s): Parks and Recreation Bond 2008 Comments: This project will be funded out of Parks and Recreation Bond 2008 proceeds. RECOMMENDATION: City Staff recommend the approval of a construction contract with Largin Construction Services, LLC. in the amount of $404,960.93 for the Corpus Christi Beach Corpus Christi Beach Entry Development (Bond 2008) — Re -Bid project for the Base Bid. This project is anticipated to be complete 120 days from the when the Notice to Proceed is issued. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map PROJECT BUDGET Corpus Christi Beach Entry Development (Bond 2008) - Re -Bid Project No. 3394 June 26, 2012 FUNDS AVAILABLE: North (Corpus Christi) Beach Entry Development Project Ordinance Amending 2011 -2012 Capital Budget FUNDS REQUIRED: Construction (Largin Construction Services, LLC.) Contingencies (10 %) Consultant Fees: Consultant (Wright Architects) Consultant (Blue Bay Construction) Materials Testing (Rock Engineering) Materials Testing (Arias & Associates) Windstorm Certifications (HNS Engineering) $210,100.00 $425,153.51 $635,253.51 404,960.93 40,496.09 42,957.00 23,828.13 4,067.50 3,900.00 3,750.00 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) 11,136.43 Engineering Services (Project Mgt /Constr Mgt/Traffic Mgt) 68,796.98 Construction Inspection 14,173.63 Finance Reimbursement 5,062.01 Misc. (Printing, Advertising, etc.) 2,024.80 TOTAL $ 625,153.51 ESTIMATED PROJECT BUDGET BALANCE $10,100.00 File : \ Mproject \councilexhibits \exh3394.dwg .NUEC2S B.Ay HWY 44 AGNES PROJECT LOCATION CORPUS CHRISTI INTERNATIONAL AIRPORT McGLOIN RD W POINT CORPUS CHRISTI B.Ay LOCATION MAP NOT TO SCALE MARKET ST Q ,�. P CORPUS CHRISTI RA I] PROJECT #3394 SITE PLAN NOT TO SCALE CORPUS CHRISTI (NORTH) BEACH ENTRY DEVELOPMENT CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 Page 1 of 2 Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 to transfer $425,153.51 in budgeted project savings from the Heritage Park Cultural Center Renovation Project to the North Beach (CC Beach) Entry Development Project; increasing expenditures in the amount of $425,153.51; and declaring an emergency. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 is amended to transfer $425,153.51 in budgeted project savings from the Heritage Park Cultural Center Renovation Project to the North Beach (CC Beach) Entry Development Project. Section 2. The FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 is amended to increase expenditures by $425,153.51. Section 3. That upon written request of the Mayor or five council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and shall take effect upon first reading as an emergency this the day of June, 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor Page 2 of 2 Corpus Christi, Texas Day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelly Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: TO: FROM: Daniel Biles, P.E., Interim Director of Engineering Services danb @cctexas.com; 826 -3729 June 5, 2012 Ronald L. Olson, City Manager Michael Morris, Director of Parks and Recreation michaelmo @cctexas.com; 826 -3464 Approval of Construction Contract: Corpus Christi Beach Entry Development (Bond 2008) Re -Bid CAPTION: a. Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 to transfer $425,153.51 in budgeted project savings from the Heritage Park Cultural Center Renovation Project to the North Beach (CC Beach) Entry Development Project; increasing expenditures in the amount of $425,153.51; and declaring an emergency. b. Motion authorizing the City Manager, or designee, to execute a construction contract with Largin Construction Services, LLC. of Corpus Christi, Texas in the amount of $404,960.93 for the Bond 2008 Corpus Christi Beach Entry Development Project (Re -Bid) for the Base Bid. PURPOSE: To award the construction contract for the Corpus Christi Beach Entry Development Project (Re -Bid). BACKGROUND AND FINDINGS: This project is a tourist area improvements project which consists of the construction of a new arch entrance on Burleson Street between Timon Boulevard and Surfside Boulevard. The Base Bid includes the entry archway structure spanning over Burleson Street, landscaping and irrigation system installation. Graphics consisting of entry archway letters and images (seahorses, turtles and sandals plaque) will be made of a synthetic material mounted to the wood truss archway. A new 100 -year commemorative bronze plaque for the Texas Section of the American Society of Civil Engineers (ASCE) will be mounted on the north pylon of the archway structure. There were no additive alternates for this project. On April 25, 2012, the City received proposals from three (3) bidders and their respective bids are as follows: Contractor Base Bid Largin Construction Services, LLC. Corpus Christi, TX $404,960.93 Barcom Commercial, Inc. Corpus Christi, TX $427,409.58 SafeNet Services, LLC. Corpus Christi, TX $561,747.71 ALTERNATIVES: 1. Award Project to Largin Construction Services, LLC. as recommended. 2. Do not award contract. OTHER CONSIDERATIONS: This project was approved by the voters in the November 2008 bond election to improve existing conditions on Corpus Christi Beach resulting in a safer, more welcoming area. The project was initially bid in September 2010 with the sidewalk improvements project; however, because of performance issues with the contractor, the archway portion was rebid separately. CONFORMITY TO CITY POLICY: Conforms to statutes regarding bid process; Bond Issue 2008; FY2011 -2012 EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $200,100.00 $435,153.51 $0.00 $635,253.51 Encumbered / Expended Amt $200,100.00 $200,100.00 This item $404,960.93 $404,960.93 BALANCE $0.00 $30,192.58 $0.00 $30,192.58 Fund(s): Parks and Recreation Bond 2008 Comments: This project will be funded out of Parks and Recreation Bond 2008 proceeds. RECOMMENDATION: City Staff recommend the approval of a construction contract with Largin Construction Services, LLC. in the amount of $404,960.93 for the Corpus Christi Beach Corpus Christi Beach Entry Development (Bond 2008) — Re -Bid project for the Base Bid. This project is anticipated to be complete 120 days from the when the Notice to Proceed is issued. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map PROJECT BUDGET Corpus Christi Beach Entry Development (Bond 2008) - Re -Bid Project No. 3394 June 26, 2012 FUNDS AVAILABLE: North (Corpus Christi) Beach Entry Development Project Ordinance Amending 2011 -2012 Capital Budget FUNDS REQUIRED: Construction (Largin Construction Services, LLC.) Contingencies (10 %) Consultant Fees: Consultant (Wright Architects) Consultant (Blue Bay Construction) Materials Testing (Rock Engineering) Materials Testing (Arias & Associates) Windstorm Certifications (HNS Engineering) $210,100.00 $425,153.51 $635,253.51 404,960.93 40,496.09 42,957.00 23,828.13 4,067.50 3,900.00 3,750.00 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) 11,136.43 Engineering Services (Project Mgt /Constr Mgt/Traffic Mgt) 68,796.98 Construction Inspection 14,173.63 Finance Reimbursement 5,062.01 Misc. (Printing, Advertising, etc.) 2,024.80 TOTAL $ 625,153.51 ESTIMATED PROJECT BUDGET BALANCE $10,100.00 File : \ Mproject \councilexhibits \exh3394.dwg .NUEC2S B.Ay HWY 44 AGNES PROJECT LOCATION CORPUS CHRISTI INTERNATIONAL AIRPORT McGLOIN RD W POINT CORPUS CHRISTI B.Ay LOCATION MAP NOT TO SCALE MARKET ST Q ,�. P CORPUS CHRISTI RA I] PROJECT #3394 SITE PLAN NOT TO SCALE CORPUS CHRISTI (NORTH) BEACH ENTRY DEVELOPMENT CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 Corpus Christi Beach Entry Development Re -Bid (Bond 2008) Council Presentation June 26, 2012 City of Corpus Christi aking Your City Great. Bond 2008 CORFU C HP S T I PARKS -6,; RECREATION Project Scope Entry Archway • Wood Truss Archway Spanning over Burleson Street (Between Timon and Surfside) • Landscaping and Irrigation • Graphics Letters and Images (Seahorses, Turtles & Sandals Plaque) City 01 -Corpus Christi CHRISTI ARKS RECREATION ing Your City Great. Bond 2008 City of Corpus Christi Project Schedule Project Estimate: 120 Calendar Days 4 Months Projected Schedule reflects City Council award in June 2012 with anticipated construction completion in November 2012. aking Your City Great. Bond 2008 CORFU C HP S T I PARKS -6,; RECREATION City of Corpus Christi Making YourGreat. ur City Bond 2008 FUNDS AVAILABLE: Project Budget Corpus Christi Beach Entry Development (Bond 2008) Ordinance Amending 2011-2012 Capital Budget FUNDS REQUIRED: Construction (Largin Construction, LLC.) Contingencies (10%) Consultant Fees: Consultant (Wright Architects) BlueBay Construction Materials Testing & Windstorm Certification Reimbursements: TOTAL ESTIMATED PROJECT BUDGET BALANCE $200, 000.00 425,153.51 $625,153.51 $404,960.93 40,496.09 42, 957.00 23, 828.13 11,717.50 101,193.86 $625,153.51 $0.00 P 5 CHP ST1 PARK 6,; RECREATION AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: TO: June 26, 2012 Ronald L. Olson, City Manager FROM: Michael Barrera Assistant Director of Financial Services mikeb(a�cctexas.com Saundra Thaxton Interim Assistant Director of Strategic Management Saundra(a� cctexas. com Competitive Assessment of Solid Waste Services CAPTION: Motion authorizing the City Manager or designee to execute a consultant agreement with SAIC Energy, Environmental & Infrastructure, LLC, of Austin, Texas, to provide a competitive assessment /business case analysis of the Solid Waste Services Department, for an amount not to exceed $93,600. Funding is available in the Solid Waste Services Operations Budget for fiscal year 2011/2012. BACKGROUND AND FINDINGS: As part of the City's overall review and improvement of City operations, management has requested a competitive assessment of the Solid Waste Services Department. The consultant will evaluate all service levels of the department including brush collection, refuse collection, recycling collection, operations of the JC Elliott Transfer Station and the operations of the Cefe Valenzuela landfill. Benchmarking will be conducted of other Texas Cities in regards to rates and charges applied, levels of service provided and efficiencies and effectiveness of the operations. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This purchase conforms to all City policies and procedures and State statutes regulating procurement. EMERGENCY / NON - EMERGENCY: N/A DEPARTMENTAL CLEARANCES: Management & Budget FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $93,600 $93,600 Encumbered / Expended Amount This item $93,600 $93,600 BALANCE 0 0 Fund(s): Comments: RECOMMENDATION: Staff recommends approval of the Ordinance as submitted. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Ordinance Approvals Veronica Ocanas, Assistant City Attorney Constance Sanchez, Finance Director Eddie Houlihan, Assistant Budget Director Margie C. Rose, Assistant City Manager City of Corpus Christi Competitive Assessment of Solid Waste Services Purchasing Division BI- 0123 -12 19- Jun -12 Evaluation Matrix SAIC Energy, Environment & Infrastructure, LLC Austin, Texas Gershman, Brickner & Bratton, Inc. Fairfax, VA Methodology 25 Qualifications 25 Level of Effort 25 Price 25 Total 100 Cost $93,600 20 25 25 18 88 $128,000 • Focuson better, cheaper, faster & friendlier approach • Build successful employee -owners • Outsource, if necessary, to provide competitive services to customersy ve sse en s • Identifygaps Benchmark againsts private sector • Department develops & implements Action.ify Plan to close gap • Department is reassessed after year accountability � �' If no competitive RFP is issued • Department may or may not compete • If department wins, contract is written • Contract monitoring in place recoq enda oris 700k savings 448% RO1. Fleet: $2.3 m savings over 5 years • Departments 'implementing Action Plans • Integrating Action Plans in Annual Business Plans • Re-establishing service levels & benchmarks thru City Performance Report 5 1) Project initiation & management 2) Competitive Assessment 3) Options Appraisal 4) Strategic Fit 5) Commercial Aspects 6) Affordability — Financial Case 7) Achievability: The Project Case 8) Report Preparation & Presentation July 1—July 31, 2012 July 31— August 31, 2012 August 15—September 1, 2012 September 1— September 30, 2012 September 1—September 30, 2012 September 1— September 30, 2012 October 1 — October 31, 2012 Draft report Nov 2012 Final report Dec 2012 Solid waste section ocuses on financial & operational issues • Exclusive focus on public sector clients ensures no conflict of interest • Texas solid waste clients: Corpus qhris Houston, Dallas Austin, San Antonio, Paso, Fort Worth, Irving, Victoria �,x City of El Paso, Texas City of Garland, Texas North Texas Municipal Water District Mayor requested privatization study Senior management requested privatization study, due to other Metroplex cities privatizing operations Five member cities requested competitive assessment of landfill and three transfer stations Private solid waste company City of Glendale, Arizona offered. to purchase -City, s landfill City of Little Rock, Arkansas Private solid waste company offered to purchase City's landfill • City saved $10 million annually based on SAIC recommendations • Exited the commercial collection business and discontinued use of transfer station • City continued operating, with recommendations for improvements • On-going analysis, as SAIC is in the process of finalizing the report • City continued operating, with for improvements Landfill value to City far exceeded offer from private company ecommendations • SAIC recommended City continue operating with recommendations for improvements • SAIC conducted procurement based on request from Mayor • Procurement resulted in City continuing to own and operate COMPETITIVE ASSESSMENT OF SOLID WASTE SERVICES DEPARTMENT SERVICE AGREEMENT Service Agreement No. THIS Competitive Assessment of Solid Waste Services Department Service Agreement (this "Agreement ") is entered into by and between SAIC Energy, Environmental & Infrastructure, LLC (the "Contractor ") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly authorized City Manager or designee ( "City Manager "), effective for all purposes upon execution by the City Manager or designee. WHEREAS Contractor has proposed to provide Competitive Assessment of Solid Waste Services Department in response to Bid Invitation No. BI- 0123 -12 which is incorporated by reference as Exhibit A; WHEREAS the City has determined Contractor to be the best valued respondent; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Competitive Assessment of Solid Waste Services Department in accordance with Bid Invitation No. BI- 0123 -12. 2. Term. This Agreement takes effect at such time as final signature is affixed and continues until the project is completed, approximately six months after commencement. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non - performance and authorizations for payment. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Interim Assistant Director of Strategic Management. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages, to the Contract Administrator. Additionally, the Interim Assistant Director of Strategic Management will be given at least thirty (30) days' notice, by certified mail, of cancellation, material change in the coverages or intent not to renew any of the policies. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's reasonable written request. 6. Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on July 31St), is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or RFP No. BI- 0123 -12, or the Contractor's offer to RFP No. BI- 0123 -12 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Interim Assistant Director of Strategic Management. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in RFP No. BI- 0123 -12. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on three (3) business days written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand - delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Interim Assistant Director of Strategic Management P.O. Box 9277 Corpus Christi, Texas 78469 -9277 IF TO CONTRACTOR: Contractor Contact Address: City, State, SAIC Energy, Environment & Infrastucture, LLC Scott R. Pasternak 5806 Mesa Drive, Suite 310 Austin TX 78371 17. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods /services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month -to -month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ( "INDEMNITEES ") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT. CONTRACTOR SHALL NOT BE INDEMNIFYING FOR ANY OF THE CITY OF CORPUS CHRISTI'S NEGLIGENCE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. SIGNED this day of , 20 Contractor: SAIC Energy, Environment & Infrastructure, LLC CITY OF CORPUS CHRISTI ("CITY") Michael Barrera Date Assistant Director of Financial Services Incorporated by Reference: Exhibit A: RFP No. BI-0123-12 Exhibit B: Proposer's Response to RFP No. BI-0123-12 AGENDA MEMORANDUM for the City Council Meeting of June 26,2012 DATE: June 7, 2012 TO: Ronald L. Olson, City Manager FROM: Gustavo Gonzalez, P.E. Director of Water Operations gustavogo@cctexas.com 361.826.1874 CAPTION: Amending water right permits for mining use. Resolution granting authority to the City Manager or designee to amend the Choke Canyon and Lake Corpus Christi water right permits. BACKGROUND AND FINDINGS: The City of Corpus Christi by certificate of adjudication numbers 2464 and 3214 has a right to divert a total of 443,898 ac -ft of water out of the Nueces River Basin. The certificates specify that the water is to be used for municipal, and industrial, however it does not allow for mining. As such, there has been interest from firms requesting to lease minimal water from the system. Revenues from the lease contracts may be used to fund additional water supply projects or acquire additional water rights. This resolution will grant the city manager the authorization to sign the two applications to amend the water right permits for mining purposes. ALTERNATIVES: There are no other alternatives OTHER CONSIDERATIONS: No other considerations CONFORMITY TO CITY POLICY: The City of Corpus Christi has several other water contracts with municipalities and industrial customers. EMERGENCY / NON - EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: None required FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP) Current Year Future Years TOTALS Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this item. LIST OF SUPPORTING DOCUMENTS: Water right Amendment Application Approvals: Lisa Aguilar, Assistant City Attorney Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar Martinez, Assistant City Manager Resolution granting authority to the City Manager or designee to amend the Choke Canyon and Lake Corpus Christi water right permits. Whereas, the City of Corpus Christi previously received Certificate of Adjudication No. 21 -3214 and No. 21 -2464, ( "Certificates ") from Texas Water Commission, which authorize the City of Corpus Christi to divert a total of 443,898 acre feet of water per annum out of the Nueces River Basin; Whereas, the City of Corpus Christi desires to amend the Certificates to add mining use as an additional permissible use for which water may be diverted, and to authorize the diversion of the water from any point along the perimeter of the Choke Canyon and Lake Corpus Christi reservoirs; Now, therefore be it resolved by the City of Corpus Christi, Texas that: Section1. That the City Manager is authorized to execute all documents necessary to amend Certificate of Adjudication No. 21 -3214 and Certificate of Adjudication No. 21- 2464 to add mining use to the purposes for water appropriated under the Certificates and to authorize the diversion of the water from any point along the perimeter of the Choke Canyon Reservoir and the Lake Corpus Christi reservoirs. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Corpus Christi, Texas Joe Adame Mayor day of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott MEMORANDUM SIGNATURE REQUEST To: Ron L. Olson, City Manager Thru: Oscar Martinez, Assistant City Manager Date: February 13, 2012 Subject: Amend Certificates of Adjudication for mining purposes Brief Description / Title of Item Requiring Signature: T-le City of Corpus Christi a water permit holder manages the Lake Corpus Christi and Choke Canyon reservoirs. This is an application to amend Adjudication Certificates No. 21-3214 and 21-24564 for proposed changes to the water right authorizations. The City of Corpus Christi is seeking authority from the Commission to use water appropriated under the certificates of adjudication for all authorized purposes without distinction by adding mining use to the purposes and to divert the water from any point along the perimeter of the reservoir, Comments: The applications were prepared by our contract attorney Tim Brown of Austin. This amendment will allow for the diversion of surface water from Choke Canyon reservoir for mining activities. If council approves any contract water sales, then all revenues generated will be deposited to the water fund and used to either reduce rates or fund future water supplies. Staff presented this item to council in executive session. Requested Return Date: Please indicate your timeframe/urgency. Please sign both documents and return to Gus Gonzalez at the Water Dept within five working days. Recommendation: I have reviewed this item and approve it for your signature. TEXAS COMM[SSICN ON ENVIRONMENTAL QUALITY BOX 13087, MC-160 Austin, Texas 78711-3087 Telephone No. (512) 239-4730 FAX (512) 239-4770 APPLICATION FOR AMENDMENT TO A WATER RIGHT REQUIRING MAILED AND PUBLISHED NOTICE; or NOT REQ(JIRING MAILED AND PUBLISHED NOTICE Reference Toxas Administrative Code Section 295:155(b) or cf). P.O. Name: City of Corpus Christi in its capacity as managing operator of the Choke Canyon-Lake Corpus Christi Reservoir System Address: P.O. Box S277 Corpus Christi TX 78459-9277 Telephone: Austin contact: 371'7070 Corpus Christi contact: (3 01) 826-3371 Federal ID. No.:74-OOOO974 2. G Permit G Certified Filing or Adjudication Cert. No.;21'3214 Stream Frio Riwer, tributary of the Nme(mo River Watershed NunnesRiverBasin Reservoir (present coridition, if one exists): Ghoke Canyon Reservoir County: Live Oak County Proposed Changes To VVater Right AuthorizElUons: (a) Applicant seeks authority from the Commission to use the water appropriated under the certificate of adjudication for all authorized purposes without distinction. (b) Applicant seeks to add mining use to the purposes for which water may be diverted. (c) Applicant seeks authority to divert the water authorized to be appropriated and used from any point along the perimeter of the reservoir. 4. | understand that the Agency may require additional information in regard to the requested amertdrnent before oonstdering my application. 5. | have submitted partial required fees herewith (Sections 285.131-295.139). and request the staff to calculate and notify the City of Corpus Christi of the fL1II amount of the fees which will be immediately disbursed to the Commission. Witness my hai'ld at Corpus Christi, Texas, 2012. Olson ut y.1.6..ari agar �J�� ] ���� Subschbedand sworn toashoing true and correct before mnethis �r day of^`)Johq AA 1.4..AAAAAAAAAA&AAJ.AAA6AAAAAAAAAILMA, esTHsnvELAZQosz | 1 y Commission Expires duly 05, 2014 Notary Public, State of Texas C:SFORMSA.Applic Choka Mutii Ova/ sor it acfb .11.mng 2011-10-II O'e,nr,ed 1100 TEXAS COMMISS[ON ON ENVIRONMENTAL QUALITY P,O. BOX 13087, MC-160 Austin, Texas 78711-3087 Telephone No. (512) 239-4730 FAX (512) 239-4770 APPLICATION FOR AMENDMENT TO A WATER RIGHT REQUIRING MAILED AND PUBLISHED NOTICE; or NOT REQUIRING MAILED AND PUBLISHED NOTICE Reference Texas Administrative Code Section 295 158()) or © 1, Name: City of Corpus Christi in its capacity as managing operator of the Choke Canyon-Lake Corpus Christi Reservoir System Address: P.O. Box 9277 Corpus Christi, TX 78469-9277 Telephone: Austin contact: 371-7070 Corpus Christi contact: (361) 826-3371 Federal ID, No,: 74-6000974 2 G Permit c Certified Filing or G Adjudication Cert. No.: 21-2464 Stream Nueces River Watershed Nueces River Basin Reservoir (present condition, if one exists): Lake Corpus Christi County: San Patricio and Jim Wells Counties 3. Proposed Changes To Water Right Authorizations: (a) Applicant seeks authority from the Commission to Lise the water appropriated under the certificate of adjudication for all authorized purposes without distinction. (b) Applicant seeks to add mining use to the purposes for which water may be diverted. (c) Applicant seeks authority to divert the water authorized to be appropriated and used from any point along the perimeter of the reservoir. 4. I understand that the Agency may require additional information in regard to the requested amendment before considering my application. 5. I have submitted partial required fees herewith (Sections 295.131-295.139), and request the staff to calculate and notify the City of Corpus Christi of the full amount of the fees which will be immediately disbursed to the Commission. Witness my hand at Corpus Christi, Texas, this day of 2012. Rondd L Olson 0 ity'M.aage r Jr\, Subscribed and sworn to as being true and correct before me this day of OJOI I/CL- •%jfl.fl .4,144%1,01A., d,1 A., Alfa% X.r. ESTHER VELAZQUEZ My Commission Expiros July 05, 2014 Notary Public, State of Texas CAFORMS‘Appit LCC Multi dversion paint add minino 2011-10.1 doc(gfr,sed %/CO) AGENDA MEMORANDUM Future Item for the City Council Meeting of June 19, 2012 Action Item for the City Council Meeting of June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Refunding of Corpus Christi Business and Job Development Corporation Seawall Bonds PURPOSE: Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2012 (Seawall Project) "; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. BACKGROUND AND FINDINGS: On September 1, 2001, the Corpus Christi Business and Job Development Corporation (i.e., the Corporation) issued $43,960,000 of sales tax revenue bonds with an interest rate ranging from 4.00% to 5.375% to fund seawall improvements. These were 20- year, tax - exempt bonds with a 10 -year par call feature — meaning that for 10 years, the bond holders are guaranteed payment of interest on those bonds without early repayment by the Corporation. Once the 10 years pass, then the issuer (i.e., the Corporation) could "call back" those bonds to either refinance them or to pay off the debt. The 10 year call date occurred on September 1, 2011. City staff made two presentations to the Corporation regarding the refunding of the seawall bonds: July 18, 2011 and April 16, 2012. Three scenarios were presented to the Corporation. The first scenario depicted the traditional 10 -year par call feature. With the current bond market, refunding these bonds would generate a $4.113 million present value savings (or 12.39 %) at a true interest cost of 3.07 %. The second scenario depicted a 7 -year par call feature. Present value savings generated from this scenario were estimated to be $3.377 million (or 10.18 %) at a true interest cost of 3.36 %. The third scenario was a more unique 5 -year par call feature which was estimated to generate a present value savings of $2.153 million (or 6.49 %) at a true interest cost of 3.87 %. The various scenarios were presented to the Corporation to provide some flexibility for the future use of this sales tax. At Corporation's monthly meeting held on April 16, 2012, the Board voted to proceed with refunding the Seawall Sales Tax and Revenue Bonds with the 10 -year par call feature. Four actions were needed by the Corpus Christi Business and Job Development Corporation (i.e., the Corporation ") to effectuate this transaction: (1) approval of a financial advisor; (2) approval of bond counsel; (3) approval of the underwriters; and (4) approval of the resolution authorizing the issuance of the seawall refunding bonds. The financing team for this transaction involves three parties: the financial advisor, bond counsel, and the underwriters. On June 18, 2012, the Corporation authorized the appointment of M. E. Allison & Co., Inc. as financial advisor; Fulbright & Jaworski L.L.P. as bond counsel; and Coastal Securities, Inc. as Senior Underwriter, and Citigroup Global Markets and Hutchinson, Shockey, Erley & Co. as Co- Managers for the Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2012 (Seawall Project). The Corporation also approved a resolution to authorize the issuance of the refunding bonds. The resolution delegates to the President, Vice President, Secretary, or the Executive Director of the Corporation the authority to affect the sale of the refunding bonds when market conditions so warrant, subject to satisfying specific parameters. City Council action is now needed to approve the resolution voted upon by the Corporation. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $47,331,456 $47,331,456 Encumbered /Expended amount of (date) - - - - This item - - $42,175,717 $ 42,175,717 BALANCE - - $5,155,739 $ 5,155,739 FUND(S): Fund 1120 "Improvement Seawall Fund" COMMENTS: The $5,155,739 noted above represents savings in debt payments by refunding the seawall bonds for the remaining life of the bonds — through 2022. This represents a net present value savings of $4,113,406. RECOMMENDATION: Staff recommends approval of the resolution as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: • n/a DEPARTMENTAL CLEARANCES: • Corpus Christi Business and Job Development Corporation • Bond Counsel • Legal Department • Financial Services LIST OF SUPPORTING DOCUMENTS: Resolution cc: Lisa Aguilar, Assistant City Attorney Charlotte Yochem, Senior Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS RELATING TO "CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS, SERIES 2012 (SEAWALL PROJECT) "; APPROVING THE RESOLUTION OF CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF SUCH BONDS; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Corpus Christi Business and Job Development Corporation (the Corporation) was created by the City of Corpus Christi, Texas (the City), pursuant to the provisions of Chapters 501, 502, and 504, as amended, Texas Local Government Code (formerly Section 4A of the Development Corporation Act of 1979, Texas Revised Civil Statutes Annotated Article 5190.6, as amended) (collectively, the Act) and a resolution of the City Council of the City approved on September 27, 2000; and WHEREAS, the Board of Directors (the Board) of the Corporation heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate principal amount of $33,190,000 designated as "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Bonds, Series 2001 (Seawall Project) ", dated September 1, 2001, stated to mature on March 1 in each of the years 2013 through 2026 (the Refunded Obligations); and WHEREAS, the Board intends to issue an aggregate principal amount of $ in sales tax revenue refunding bonds the proceeds of which will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the sales tax revenue refunding bonds; and WHEREAS, pursuant to the provisions of Section 501.213 of the Act, the Board is authorized to issue sales tax revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the deposit of the proceeds from the sale of the sales tax revenue refunding bonds will be deposited directly with any designated escrow agent which is not the depository bank of the Board; and WHEREAS, Section 501.204 of the Act requires the City Council of the City to approve the resolution of the Corporation providing for the issuance of the Bonds not more than sixty (60) days prior to the delivery of the sales tax revenue refunding bonds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 52066820 3.docx SECTION 1: The Resolution authorizing the issuance of $ "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2012 (Seawall Project)" (the Bonds), adopted by the Corporation on June 18, 2012 and submitted to the City Council this day (a copy of which is attached hereto as Exhibit A and incorporated herein by reference for all purposes, the Corporation Resolution), is hereby approved in all respects. The Bonds are being issued to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of their issuance. SECTION 2: The approvals herein given are in accordance with Section 501.204 of the Act, and the Bonds shall never be construed an indebtedness or pledge of the City or the State of Texas (the State), within the meaning of any constitutional or statutory provision, and the owner of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to the Act) or any other revenues of the Corporation, the City, or the State, except those revenues assigned and pledged by the Corporation Resolution. SECTION 3: The City hereby agrees to promptly collect and remit to the Corporation the Gross Sales Tax Revenues (as defined in the Corporation Resolution) in accordance with the terms of the Corporation Resolution and the Act to provide for the prompt payment of the Bonds, and to assist and cooperate with the Corporation in the enforcement and collection of sales and use taxes imposed on behalf of the Corporation. SECTION 4: The City hereby acknowledges and recognizes that the Bonds are being issued as tax - exempt obligations under and pursuant to the provisions of the Internal Revenue Code of 1986, as amended and the proceeds of sale of such Bonds may be deposited with the City following their receipt by the Corporation and the City may have partial or full control and responsibility with respect to the maintenance and operation of the project refinanced with the proceeds of the Refunded Obligations and the investment and disbursement of the proceeds of sale of the Bonds. Therefore, as a result of the foregoing, the City hereby makes the following representations and warranties to the Corporation: A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148 -1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. 52066820 3.docx Investment has the meaning set forth in Section 1.148 -1(b) of the Regulations. -2- Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148 -1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds (including 52066820 3.docx -3- property financed with Gross Proceeds of the Refunded Obligations) or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 52066820 3.docx -4- (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. 52066820 3.docx -5- K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the Corporation has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The Corporation has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. L. Elections. The City hereby directs and authorizes the Mayor, City Manager, City Attorney, City Secretary, or any Designated Financial Official (as defined in the Corporation Resolution), either or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 5: The Sales Tax Remittance Agreement, dated as of September 10, 2001, between the Corporation and the City (a copy of which is attached hereto as Exhibit B, the Remittance Agreement) provides for the transfer of the Sales Tax (as defined in the Corporation Resolution) from the City to the Corporation for use by the Corporation as security for its bonds issued for the Project (as defined in the Corporation Resolution). As the Bonds refund the Refunded Obligations, which were originally issued to finance the Project, the City hereby finds that the Bonds are also bonds issued for the Project. As a result, the City hereby affirms, ratifies, and approves the validity and enforceability of the Remittance Agreement for so long as the Bonds (or any bonds issued to refund the Bonds) remain outstanding. SECTION 6: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 7: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 8: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 9: If any provision of this resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and this City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 10: It is officially found, determined, and declared that the meeting at which this resolution is adopted was open to the public and public notice of the time, place, and subject 52066820 3.docx -6- matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 11: This Resolution shall be in force and effect from and after its passage on the date shown below. 52066820 3.docx -7- PASSED AND ADOPTED, this June 19, 2012. ATTEST: City Secretary (CITY SEAL) APPROVED THIS DAY OF JUNE, 2012: Carlos Valdez, City Attorney Exhibit A — Corporation Resolution Exhibit B — Sales Tax Remittance Agreement 52066820 3.docx S -1 CITY OF CORPUS CHRISTI, TEXAS Mayor THE STATE OF TEXAS )( COUNTY OF N UECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 19th day of June, 2012, authorizing the issuance of the Corpus Christi Business and Job Development Corporation's Sales Tax Revenue Refunding Bonds, Series 2012 (Seawall Project), which resolution 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 purpose 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 day of 2012. (CITY SEAL) 52066820 3.docx City Secretary S -2 52066820 3.docx EXHIBIT A Corporation Resolution See Tab No. A -1 52066820 3.docx EXHIBIT B Sales Tax Remittance Agreement See Tab No. B -1 AGENDA MEMORANDUM Future Item for the City Council Meeting of June 19, 2012 Action Item for the City Council Meeting of June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Fred Segundo, Director of Aviation FredS ©cctexas.com (361) 289 -0171 x1213 Notice of Intention for Airport Certificates of Obligation PURPOSE: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor, for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT). B. Resolution by the City Council of the City of Corpus Christi, Texas authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. C. Resolution by the City Council of the City of Corpus Christi, Texas approving the City's preliminary official statement pertaining to the sale of obligations designated as "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) "; complying with the requirements contained in the United States Securities and Exchange Commission's Rule 15c2 -12; and other matters in connection therewith. BACKGROUND AND FINDINGS: The City of Corpus Christi is planning on issuing up to $6,000,000 in City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) in early fall 2012 to fund costs associated with Airport safety improvements on the runway. The Federal Aviation Administration (FAA) has approved the planning, design, and construction of this project, which includes displacement of thresholds and reconfiguration of our runway and taxiway system. The total cost of the project is estimated to be $55,000,000 — with 90% as FAA's share and 10% as the local share. The City of Corpus Christi is anticipating issuing Certificates of Obligation in an amount not to exceed $6,000,000 to fund the local share of this project and $500,000 in contingencies that are not tied to the grant. The debt service payments, although backed by the full faith and credit of the City, would be transferred from the Airport's operating fund to the City's debt service fund. Part A of this agenda item authorizes the appointment of M. E. Allison, & Co., as Financial Advisor, for this transaction. See Exhibit A for the Financial Advisor's fee schedule. According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set tentatively set for passage of the ordinance authorize the issuance of the certificates. Approval Part B of this item would authorize the City to publish the Notice of Intent in the Corpus Christi Caller- Times. Approval of Part C of this item would delegate the review and approval of the offering documents to certain designated City officials including the Mayor, City Manager, Assistant City Manager, Director of Financial Services, City Secretary, and the City Attorney, or their designees, to effectuate the sale in a timely manner. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion and resolutions as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: • n/a DEPARTMENTAL CLEARANCES: • Airport • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A Resolutions cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Wesley S. Pierson, Assistant City Manager RESOLUTION A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING AND APPROVING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION; COMPLYING WITH THE REQUIREMENTS CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2 -12; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has determined that it is advisable and necessary to issue and sell one or more series of certificates of obligation (the Certificates) in an amount not to exceed $6,000,000 as provided pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.064, for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the Issuer's airport facilities, (2) the purchase of materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, and financing of the aforementioned projects; and WHEREAS, prior to the offering, sale, and issuance of the Certificates, the appropriate officials of the City must review and approve the distribution of a "deemed final" preliminary official statement (the Official Statement) in order to comply with the requirements contained in 17 C.F.R. §240.15c2 -12 (the Securities and Exchange Commission Rule); and WHEREAS, based upon their review of the Official Statement, the appropriate officials of the City must find to the best of their knowledge and belief, after reasonable investigation, that the representations of facts pertaining to the City contained in the Official Statement are true and correct and that, except as disclosed in the Official Statement, there are no facts pertaining to the City that would adversely affect the issuance of the Certificates or the City's ability to pay the debt service requirements on the Certificates when due; and WHEREAS, the City Council will comply with the requirements contained in the Securities and Exchange Commission Rule concerning the creation of a contractual obligation between the City and the proposed purchaser(s) of the Certificates (the Purchasers) to provide the Purchasers with an Official Statement in a time and manner that will enable the Purchasers to comply with the distribution requirements and continuing disclosure requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, the City Council authorizes the Mayor, City Manager, City Secretary, and the City Attorney, as appropriate, or their designees, to review, approve, and execute any document or certificate in order to allow the City to comply with the requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, prior to the issuance of the Certificates, the City Council is required to publish notice of its intention to issue the Certificates in a newspaper of general circulation in the 95611113.1 City, such notice stating (i) the time and place the City Council tentatively proposes to pass the ordinance authorizing the issuance of the Certificates, (ii) the maximum amount proposed to be issued, (iii) the purposes for which the Certificates are to be issued, (iv) and the manner in which the City Council proposes to pay the Certificates; and WHEREAS, the City Council hereby finds and determines that such documents pertaining to the sale of the Certificates should be approved, and the City should proceed with the giving of notice of intention to issue the Certificates in the time, form, and manner provided by law; WHEREAS, the City Council hereby finds and determines that the adoption of this Resolution is in the best interests of the residents of the City; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: The City Secretary is hereby authorized and directed to cause notice to be published of the City Council's intention to issue the Certificates in an amount not to exceed $6,000,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the Issuer's airport facilities, (2) the purchase of materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, and financing of the aforementioned projects. The Certificates will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and additionally from a pledge of and lien on certain revenues derived from the operation of the City's airport facilities. The notice hereby approved and authorized to be published shall read substantially in the form and content of Exhibit A attached hereto, which notice is incorporated herein by reference as a part of this Resolution for all purposes. SECTION 2: The City Secretary shall cause the notice described in Section 1 to be published in a newspaper of general circulation in the City, once a week for two consecutive weeks, the date of the first publication shall be at least thirty (30) days prior to the date stated therein for passage of the ordinance authorizing the issuance of the Certificates. SECTION 3: The Mayor, City Manager, City Secretary, and the City Attorney, as appropriate, or their designees, are authorized to review and approve the Official Statement pertaining to the offering, sale, and issuance of the Certificates and to execute any document or certificate in order to comply with the requirements contained in the Securities and Exchange Commission Rule. SECTION 4: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 5: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such 95611113.1 -2- conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 7: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 9: This Resolution shall be in force and effect from and after the date of its adoption, and it is so resolved. 95611113.1 [The remainder of this page intentionally left blank] -3- PASSED AND APPROVED, this the 26th day of June, 2012. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS DAY OF , 2012: Carlos Valdez, City Attorney 95611113.1 -4- THE STATE OF TEXAS )( COUNTY OF NUECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 26th day of June, 2012, relating to establishing the City's intention to publish a notice of intention concerning the issuance of certificates of obligation, which Resolution 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 purpose 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 day of 2012. City Secretary (CITY SEAL) 95611113.1 -5- Exhibit A NOTICE OF INTENTION TO ISSUE CITY OF CORPUS CHRISTI, TEXAS CERTIFICATES OF OBLIGATION SERIES 2012 NOTICE IS HEREBY GIVEN that the City Council of the City of Corpus Christi, Texas will convene at its regular meeting place in the City Hall in Corpus Christi, Texas, at 12:00 o'clock P.M., Corpus Christi, Texas time on July 31, 2012, and, during such meeting, the City Council will consider the passage of an ordinance or ordinances and take such other actions as may be deemed necessary to authorize the issuance of one or more series of certificates of obligation in an aggregate principal amount not to exceed $6,000,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the Issuer's airport facilities, (2) the purchase of materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, and financing of the aforementioned projects. The certificates of obligation (the Certificates) will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a lien on and pledge of certain revenues derived by the City from the operation of the City's airport facilities. The Certificates are to be issued, and this notice is given, under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Chapter 22, as amended, Texas Transportation Code, Chapter 1503, as amended, Texas Government Code, and the City's Home Rule Charter. 95611113.1 A -1 /s/ Armando Chapa City Secretary, City of Corpus Christi, Texas AGENDA MEMORANDUM Future Item for the City Council Meeting of June 19, 2012 Action Item for the City Council Meeting of June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Fred Segundo, Director of Aviation FredS ©cctexas.com (361) 289 -0171 x1213 Notice of Intention for Airport Certificates of Obligation PURPOSE: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor, for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT). B. Resolution by the City Council of the City of Corpus Christi, Texas authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. C. Resolution by the City Council of the City of Corpus Christi, Texas approving the City's preliminary official statement pertaining to the sale of obligations designated as "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) "; complying with the requirements contained in the United States Securities and Exchange Commission's Rule 15c2 -12; and other matters in connection therewith. BACKGROUND AND FINDINGS: The City of Corpus Christi is planning on issuing up to $6,000,000 in City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) in early fall 2012 to fund costs associated with Airport safety improvements on the runway. The Federal Aviation Administration (FAA) has approved the planning, design, and construction of this project, which includes displacement of thresholds and reconfiguration of our runway and taxiway system. The total cost of the project is estimated to be $55,000,000 — with 90% as FAA's share and 10% as the local share. The City of Corpus Christi is anticipating issuing Certificates of Obligation in an amount not to exceed $6,000,000 to fund the local share of this project and $500,000 in contingencies that are not tied to the grant. The debt service payments, although backed by the full faith and credit of the City, would be transferred from the Airport's operating fund to the City's debt service fund. Part A of this agenda item authorizes the appointment of M. E. Allison, & Co., as Financial Advisor, for this transaction. See Exhibit A for the Financial Advisor's fee schedule. According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set tentatively set for passage of the ordinance authorize the issuance of the certificates. Approval Part B of this item would authorize the City to publish the Notice of Intent in the Corpus Christi Caller- Times. Approval of Part C of this item would delegate the review and approval of the offering documents to certain designated City officials including the Mayor, City Manager, Assistant City Manager, Director of Financial Services, City Secretary, and the City Attorney, or their designees, to effectuate the sale in a timely manner. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion and resolutions as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: • n/a DEPARTMENTAL CLEARANCES: • Airport • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A Resolutions cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Wesley S. Pierson, Assistant City Manager (�. slaw. Jac. 1 NVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not More than $ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000 250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000 350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000 500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000 700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000 1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000 1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000 5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000 10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000 20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000 REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee shall be the amount computed from the above schedule, plus 25 %. EXHIBIT A AGENDA MEMORANDUM Future Item for the City Council Meeting of June 19, 2012 Action Item for the City Council Meeting of June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Fred Segundo, Director of Aviation FredS ©cctexas.com (361) 289 -0171 x1213 Notice of Intention for Airport Certificates of Obligation PURPOSE: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor, for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT). B. Resolution by the City Council of the City of Corpus Christi, Texas authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. C. Resolution by the City Council of the City of Corpus Christi, Texas approving the City's preliminary official statement pertaining to the sale of obligations designated as "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) "; complying with the requirements contained in the United States Securities and Exchange Commission's Rule 15c2 -12; and other matters in connection therewith. BACKGROUND AND FINDINGS: The City of Corpus Christi is planning on issuing up to $6,000,000 in City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) in early fall 2012 to fund costs associated with Airport safety improvements on the runway. The Federal Aviation Administration (FAA) has approved the planning, design, and construction of this project, which includes displacement of thresholds and reconfiguration of our runway and taxiway system. The total cost of the project is estimated to be $55,000,000 — with 90% as FAA's share and 10% as the local share. The City of Corpus Christi is anticipating issuing Certificates of Obligation in an amount not to exceed $6,000,000 to fund the local share of this project and $500,000 in contingencies that are not tied to the grant. The debt service payments, although backed by the full faith and credit of the City, would be transferred from the Airport's operating fund to the City's debt service fund. Part A of this agenda item authorizes the appointment of M. E. Allison, & Co., as Financial Advisor, for this transaction. See Exhibit A for the Financial Advisor's fee schedule. According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set tentatively set for passage of the ordinance authorize the issuance of the certificates. Approval Part B of this item would authorize the City to publish the Notice of Intent in the Corpus Christi Caller- Times. Approval of Part C of this item would delegate the review and approval of the offering documents to certain designated City officials including the Mayor, City Manager, Assistant City Manager, Director of Financial Services, City Secretary, and the City Attorney, or their designees, to effectuate the sale in a timely manner. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion and resolutions as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: • n/a DEPARTMENTAL CLEARANCES: • Airport • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A Resolutions cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Wesley S. Pierson, Assistant City Manager A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS APPROVING THE CITY'S PRELIMINARY OFFICIAL STATEMENT PERTAINING TO THE SALE OF OBLIGATIONS DESIGNATED AS "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATES OF OBLIGATION, SERIES 2012 (AMT) "; COMPLYING WITH THE REQUIREMENTS CONTAINED IN THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION'S RULE 15c2 -12; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the Council) of the City of Corpus Christi, Texas (the City) hereby finds and determines that the current tax - exempt bond market is favorable to allow the City to sell its "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT)" (the Certificates) for the purposes of constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's airport facilities pursuant to the provisions of Texas law; and WHEREAS, the City has previously retained M.E. Allison & Co., Inc. as its financial advisors and Fulbright & Jaworski L.L.P., as its bond counsel, relating to the proposed issuance of any obligations; and WHEREAS, the Council contemplates the adoption of a delegation ordinance relating to the Certificates at the July 31, 2012 meeting; and WHEREAS, the City is contemplating the sale of the Certificates in the approximate amount of $6,000,000 at a negotiated sale on or about August 2, 2012; and WHEREAS, in order to maximize the City's flexibility on the timing of entering this tax - exempt market, the City appoints the investment banks identified in the minutes of the meeting of the Council at which this Resolution is adopted as the syndicate of underwriters, each serving in the capacity specified in such minutes, for the proposed issuance of the Certificates (the Underwriters); and WHEREAS, prior to the offering, sale, and delivery of the Certificates the appropriate officials of the City must review and approve the distribution of a "deemed final" preliminary official statement (the Preliminary Official Statement) prepared by the City for use by the Underwriters in their marketing and sale of the Certificates in order to comply with the requirements contained in 17 C.F.R. §240.15c2 -12 (the Securities and Exchange Commission Rule); and WHEREAS, the Council hereby approves the Preliminary Official Statement and delegates to the City's authorized representatives the authority to approve the final official statement relating to the Certificates (the Final Official Statement, and collectively with the Preliminary Official Statement, the Official Statement), which approval and delegation, respectively, includes selection and inclusion in such documents of portions of the City's Comprehensive Annual Financial Report for the period ending July 31, 2011; and 95617485.1 WHEREAS, the Council hereby approves the Preliminary Official Statement, including the City's Comprehensive Financial Report for the period ending July 31, 2011, pertaining to the proposed issuance of the Certificates; and WHEREAS, based upon their review of the Official Statement, the appropriate officials of the City must find to the best of their knowledge and belief, after reasonable investigation, that the representations of facts pertaining to the City contained in the Official Statement are true and correct and that, except as disclosed in the Official Statement, there are no facts pertaining to the City that would adversely affect the issuance of the Certificates or the City's ability to pay the debt service requirements on the Certificates when due; and WHEREAS, the City will comply with the requirements contained in the Securities and Exchange Commission Rule concerning the creation of a contractual obligation between the City and the Underwriters to provide the Underwriters with the Official Statement in a time and manner that will enable the Underwriters to comply with the distribution requirements and the continuing disclosure requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, the Council authorizes the Mayor, City Manager, Assistant City Manager, Director of Financial Services, City Secretary, and the City Attorney, as appropriate, or their designees, to review, approve, and execute any document or certificate in order to allow the City to comply with the requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, the Council hereby finds and determines that these actions are in the best interests of the residents of the City; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: The Preliminary Official Statement, including the City's Comprehensive Financial Report for the period ending July 31, 2011, prepared in connection with the issuance and sale of the Certificates is hereby approved, such documents to read substantially as attached hereto as Exhibit A and incorporated herein by reference and made a part of this Resolution for all purposes, and the Mayor and the City Secretary are hereby authorized to execute and cause distribution to be made of such documents for and on behalf of the City. SECTION 2: M.E. Allison & Co., Inc. will also coordinate the sale of the Certificates with the national rating services and bond insurance companies, if any, and will otherwise coordinate the financial aspects relating to this transaction to ensure that the City receives the lowest possible interest rates on the Certificates from the Underwriters at a negotiated sale on or about August 2, 2012 and to comply with all regulations and rules promulgated by the United States Securities and Exchange Commission and the Municipal Securities Rule Making Board. SECTION 3: The Underwriters (as identified in the Preliminary Official Statement) are confirmed to serve as the underwriting syndicate for the proposed issuance of the Certificates by the City. 95617485.1 -2- SECTION 4: The Mayor, City Manager, Assistant City Manager, Director of Financial Services, City Secretary, and City Attorney, as appropriate, are authorized to review and approve the Official Statement pertaining to the offering, sale, and issuance of the Certificates and to execute any document or certificate in order to comply with the requirements contained in the Securities and Exchange Commission Rule. SECTION 5: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Council. SECTION 6: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 7: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and this Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 9: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 10: This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 95617485.1 [The remainder of this page intentionally left blank.] -3- PASSED, ADOPTED AND APPROVED on this the 26th day of June, 2012. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS DAY OF , 2012: Carlos Valdez, City Attorney 95617485.1 S -1 THE STATE OF TEXAS )( COUNTY OF NUECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 26th day of June, 2012, relating to establishing the City's intention to adopt a Preliminary Official Statement Resolution concerning the issuance of certificates of obligation, which Resolution 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 purpose 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 day of 2012. City Secretary (CITY SEAL) 95617485.1 -2- 95617485.1 EXHIBIT A Preliminary Official Statement See Tab No. A -1 PRELIMINARY OFFICIAL ST'ATEMEN'T DATED JULY' , 2 2 NEW ISSUE - Book - Entry -Only Ratings: Fitch: Applied For Moody's: Applied For S &P: Applied For (See "RATINGS" herein) In the opinion of Bond Counsel (identified below), assuming continuing compliance by the City (defined below) after the date of. initial delivery of the Certificates (defined below) with certain covenants contained in the Ordinance (defined below) and subject to the matters set forth under "TAX MATTERS" herein, interest on the Certificates for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions will be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended to the date of initial delivery of the Certificates, except for interest on any Certificate during any period while it is held by a person who is a "substantial user" of any of the facilities financed with the proceeds of the Certificates or by a "related person ", as such term is defined in section 147(a) of the Code; HOWEVER INTEREST ON THE CERTIFICATES WILL BE INCLUDED IN COMPUTING THE ALTERNATIVE MINIMUM TAXABLE INCOME OF THE OWNERS THEREOF WHICH ARE INDIVIDUALS OR CORPORATIONS. CITY OF CORPUS CHRISTI, TEXAS $5,970,000* COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATES OF OBLIGATION, SERIES 2012 (AMT) Dated Date: August 1, 2012 Due: March 1, as shown on inside cover page The City of Corpus Christi, Texas (the "City ") is issuing its $5,970,000* Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) (the "Certificates "). The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, including particularly the Certificate of Obligation Act of 1971, Chapter 271, Subchapter C, as amended, Texas Local Government Code, Chapter 22, as amended, Texas Transportation Code, Chapter 1371, as amended, Texas Government Code ( "Chapter 1371 "), Chapter 1503, as amended, Texas Government Code, the City's Home Rule Charter (the "Charter "), and an ordinance adopted by the City Council of the City (the "City Council ") on July 31, 2012 (the "Ordinance "). In the Ordinance, as permitted by the provisions of Chapter 1371, the City Council delegated the authority to certain City officials to approve the fmal pricing structure and certain other matters relating to the Certificates, which fmal sales terms will be evidenced in an "Approval Certificate" relating to the Certificates. The Certificates are general obligations of the City and ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest and principal become due, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment within the limits prescribed by law. Solely to comply with Texas law allowing the Certificates to be sold for cash, the Certificates are additionally secured by and payable from a lien on and pledge of the Pledged Revenues (anticipated to be in the amount of $1,000) derived from the operation of the City's Airport System, such lien and pledge, however, being subordinate and inferior to the lien on and pledge of the Net Revenues which are pledged to the payment of any Prior Lien Bonds, Junior Lien Bonds, or Subordinate Lien Obligations hereinafter issued by the City. The City previously authorized the issuance of the currently outstanding Limited Pledge Obligations (as described and defined in the Ordinance) which are payable, in part, from and secured by a lien on and pledge of a limited amount of the Net Revenues of the City's Airport System (as described and defined in the Ordinance) in the manner provided in the City ordinance authorizing the issuance of the Limited Pledge Obligations. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations, while the Certificates are outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. (See "THE CERTIFICATES — Security and Source of Payment" and "EFFECT OF THE TAX RATE LIMITATION" herein.) Interest on the Certificates will accrue from the dated date thereof specified above and will be payable on March 1, 2013, and on each September 1 and March 1 thereafter until stated maturity or prior redemption. The City intends to utilize the Book - Entry-Only System of The Depository Trust Company, New York, New York ( "DTC "), but reserves the right on its behalf or on behalf of DTC to discontinue such system. Principal of the Certificates will be payable by the paying agent/registrar (the "Paying Agent/Registrar"), initially , Texas. The definitive Certificates will be registered in the name of Cede & Co., as nominee of DTC. Such Book - Entry-Only System will affect the method and timing of payment and the method of transfer relating to the Certificates. DTC will be responsible for distributing the principal and interest payments to the participating members of DTC and the participating members will be responsible for distributing the payment to the owners of beneficial interest in the Certificates. (See "BOOK- ENTRY -ONLY SYSTEM" herein.) So long as the Certificates are in Book - Entry-Only form, DTC will be the securities depository therefor, Cede & Co., as nominee for DTC, will be the Registered Owner of the Certificates, and references herein to Registered Owners shall mean Cede & Co. and not the beneficial owners of the Certificates. SEE FOLLOWING PAGE FOR STATED MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL YIELDS, CUSIP NUMBERS AND REDEMPTION PROVISIONS RELATING TO THE CERTIFICATES The Certificates are offered for delivery, when issued, to the initial purchasers thereof named below (the "Underwriters) subject to the approving opinion of the Attorney General of the State of Texas and the approval of certain legal matters by Fulbright & Jaworski L.L.P., Bond Counsel for the City (see `LEGAL MATTERS" and "TAX MATTERS'). Certain legal matters will be passed upon for the City by the City Attorney and for the Underwriters by their counsel, , , Texas. It is anticipated that the definitive Certificates will be tendered for delivery through the services of DTC on or about August 28, 2012. [TO COME] Preliminary, subject to change. CUSIP No. Prefix(2 ): 220112 CITY OF CORPUS CHRISTI, TEXAS STATED MATURITY SCHEDULE $5,970,000* Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) Stated Stated Maturity Principal Interest Initial CUSIP No. Maturity Principal Interest Initial CUSIP No. (March 1) Amount ($) Rate ( %) Yield ( %) Suffix(') (March 1) Amount ($) Rate ( %) Yield ( %) Suffix(') 2015 185,000 2027 255,000 2016 190,000 2028 265,000 2017 195,000 2029 275,000 2018 200,000 2030 285,000 2019 200,000 2031 295,000 2020 205,000 2032 305,000 2021 210,000 2033 320,000 2022 220,000 2034 330,000 2023 225,000 2035 345,000 2024 230,000 2036 365,000 2025 240,000 2037 380,000 2026 250,000 (Accrued interest from the Dated Date to be added) Redemption. The Certificates stated to mature on and after March 1, 20 , are subject to redemption, at the option of the City, in whole or in part, on March 1, 20 or any date thereafter, at the price of par plus accrued interest to the date fixed for redemption. Any Term Certificates (defined herein) will be subject to mandatory sinking fund redemption. (See "THE CERTIFICATES — Redemption" herein.) [The remainder of this page intentionally left blank.] * Preliminary, subject to change. (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the Underwriters, the City nor the Financial Advisor is responsible for the selection or correctness of the CUSIP numbers set forth herein. USE OF INFORMATION IN OFFICIAL STATEMENT For purposes of compliance with Rule 15c2 -12 of the United States Securities and Exchange Commission, as amended, ( "Rule 15c2 -12 ") and in effect on the date of this Preliminary Official Statement, this document constitutes an "official statement" of the City with respect to the Certificates that has been deemed "final" by the City as of its date except for the omission of no more than the information permitted by Rule 15c2 -12. This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesman or other person has been authorized to give any information, or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City, the Financial Advisor, or the Underwriters. This Official Statement is not to be used in connection with an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein since the date hereof. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE CERTIFICATES ARE EXEMPT FROM REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE CERTIFICATES IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN WHICH THE CERTIFICATES HAVE BEEN REGISTERED, QUALIFIED, OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. IN CONNECTION WITH THE OFFERING OF THE CERTIFICATES, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. The agreements of the City and others related to the Certificates are contained solely in the contracts described herein. Neither this Official Statement nor any other statement made in connection with the offer or sale of the Certificates is to be construed as constituting an agreement with the purchasers of the Certificates. INVESTORS SHOULD READ THIS ENTIRE OFFICIAL STATEMENT, INCLUDING ALL APPENDICES ATTACHED HERETO, TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION. None of the City, the Financial Advisor, nor the Underwriters make any representation or warranty with respect to the accuracy, completeness, or adequacy of the information contained in this Official Statement regarding The Depository Trust Company ( "DTC ") or its Book - Entry -Only System, appearing under the caption "BOOK- ENTRY -ONLY SYSTEM ", as such information has been provided by DTC. TABLE OF CONTENTS INTRODUCTION THE CERTIFICATES 1 Funded Status and Funding Progress 15 1 Changes Since 2007 15 Actuarial Methods and Assumptions 15 Collective Bargaining Agreements 16 ANNEXATION PROGRAM 16 Purposes of the Certificates 1 Authority for Issuance 1 Security and Source of Payment 1 General Characteristics of the Certificates 2 Redemption 2 Notice of Redemption 3 Defeasance 3 Paying Agent/Registrar 4 Successor Paying Agent/Registrar 4 SOURCES AND USES OF FUNDS 5 DEFAULTS AND REMEDIES 5 REGISTRATION, TRANSFER AND EXCHANGE 6 Transfers and Exchanges 6 Future Registration 6 Record Date for Interest Payment 7 Limitation on Transfer of Certificates 7 Replacement Certificates 7 BOOK - ENTRY -ONLY SYSTEM 7 General Use of Certain Terms in Other Sections of this Official Statement Background 16 LITIGATION AND REGULATION 17 City Claims and Litigation 17 Environmental Regulations 18 LEGAL MATTERS 20 TAX MATTERS 21 Opinion 21 Tax Changes 21 Ancillary Tax Consequences 21 Tax Accounting Treatment of Discount Certificates 22 Tax Accounting Treatment of Premium Certificates 22 LEGAL INVESTMENTS AND ELIGIBILITY TO 7 SECURE PUBLIC FUNDS IN TEXAS 23 RATINGS 23 9 NO- LITIGATION CERTIFICATE 23 GENERAL INFORMATION 24 CONTINUING DISCLOSURE OF INFORMATION 24 Annual Reports 24 AUTHORIZED BUT UNISSUED AD VALOREM TAX SUPPORTED BONDS 9 EFFECT OF THE TAX RATE LIMITATION 9 DEBT INFORMATION 10 Payment Record 10 Authority for Issuance of Debt; Limitations 10 INVESTMENT POLICY NOTICE OF CERTAIN EVENTS 24 Availability of Information 25 Limitations and Amendments 25 10 Compliance with Prior Undertakings 26 REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE 26 UNDERWRITING 26 FINANCIAL ADVISOR 26 INDEPENDENT ACCOUNTANTS 27 MISCELLANEOUS 27 14 FORWARD LOOKING STATEMENTS 27 14 AUTHORIZATION OF THE OFFICIAL STATEMENT 27 Legal Investments 10 Investment Policies 11 Additional Provisions 12 Current Investments 13 PAYROLL STATISTICS 13 Employee Pension Plan and Benefits Plan Description and Funding Policy Annual OPEB Cost and Net OPEB Obligation 14 FINANCIAL INFORMATION A -1 CERTAIN INFORMATION RELATING TO THE CITY OF CORPUS CHRISTI B -1 FINANCIAL STATEMENTS OF THE CITY OF CORPUS CHRISTI, TEXAS C -1 FORM OF OPINION OF BOND COUNSEL D -1 City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 (361) 880 -3105 CITY ADMINISTRATION AND ELECTED OFFICIALS Kelly Allen (1) John Marez Priscilla Leal Chris Adler Larry Elizondo, Sr. David Loeb Mark Scott Nelda Martinez Mayor Joe Adame City Council Members District 1 District 2 District 3 District 4 District 5 At Large At Large At Large (1) Mr. Kevin Kieschnick tendered his resignation as District 1 Councilman on January 4, 2012 to accept an appointment as the Nueces County Tax Assessor /Collector. The City Charter provides that the City Council, by majority vote, appoint a replacement to fill this vacancy for the remainder of Mr. Kieschnick's unexpired term. The City Council appointed Mr. Kelly Allen as Mr. Kieschnick's replacement at its January 24, 2012 meeting. Name Ronald L. Olson Toby Futrell Troy Riggs Oscar R. Martinez Margie C. Rose Constance P. Sanchez Carlos Valdez Armando Chapa Bond Counsel Paying Agent/Registrar Independent Certified Public Accountants Financial Advisors CERTAIN APPOINTED OFFICIALS Position City Manager Interim Assistant City Manager for Business Support Services Assistant City Manager for Safety, Health, and Neighborhoods Assistant City Manager for Public Works, Utilities, & Transportation Assistant City Manager for General Government & Operations Support Director of Financial Services City Attorney City Secretary CONSULTANTS AND ADVISORS Fulbright & Jaworski L.L.P., San Antonio, Texas , Texas For additional Ms. Constance P. Sanchez City of Corpus Christi, Texas 1201 Leopard Corpus Christi, Texas 78401 (361) 826 -3227 Fax (361) 880 -3601 constancep@cctexas.com Collier, Johnson & Woods, P.C., Corpus Christi, Texas M. E. Allison & Co., Inc., San Antonio, Texas information regarding the City, please contact: Mr. Mark A. Seal M.E. Allison & Co., Inc. 950 East Basse Road, Second Floor or San Antonio, Texas 78209 (210) 930 -4000 Fax (210) 930-4001 mseal@meallison.com * Collier, Johnson & Woods, P.C., the City's independent auditor, has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. Collier, Johnson & Woods, P.C. also has not performed any procedures relating to this Official Statement. -v - SUMMARY STATEMENT This Summary Statement is subject to the more complete information and to the definitions contained or incorporated in this Official Statement. The offering of the Certificates (defined herein) to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this Summary Statement from this Official Statement or to otherwise use it without the entire Official Statement. The Issuer Issue and Date Use of Proceeds The Certificates are issued by the City of Corpus Christi, Texas (the "City" or the "Issuer"), a home rule municipality and a body corporate and politic of the State of Texas. The City is issuing its $5,970,000* Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) (the "Certificates "). The Certificates are dated as of August 1, 2012. The proceeds of the Certificates will be used to make public improvements within the City being, specifically, the construction, acquisition, purchase, equipment, renovation, enlargement, and improvement of the City's airport facilities, and to pay the costs of issuance of the Certificates. (See "THE CERTIFICATES — Purposes of the Certificates" herein.) Amounts and Maturities The Certificates are stated to mature on March 1 in the years and in the amounts evidenced in the table appearing on the inside cover page of this Official Statement. Interest Payment Dates Interest on the Certificates is payable on March 1 and September 1 of each year, commencing March 1, 2013, until stated maturity or prior redemption thereof. Authority for Issuance The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, including particularly the Certificate of Obligation Act of 1971, Chapter 271, Subchapter C, as amended, Texas Local Government Code, Chapter 22, as amended, Texas Transportation Code, Chapter 1371, as amended, Texas Government Code ( "Chapter 1371 "), Chapter 1503, as amended, Texas Government Code, the City's Home Rule Charter (the "Charter"), and an ordinance adopted by the City Council of the City (the "City Council ") on July 31, 2012 (the "Ordinance "). In the Ordinance, as permitted by the provisions of Chapter 1371, the City Council delegated the authority to certain City officials to approve the final pricing structure and certain other matters relating to the Certificates, which final sales terms will be evidenced in an "Approval Certificate" relating to the Certificates. (See "THE CERTIFICATES — Authority for Issuance" herein.) *Preliminary, subject to change. - vi - Redemption Paying Agent/Registrar The Certificates stated to mature on and after March 1, 20 , are subject to redemption, at the option of the City, in whole or in part, on March 1, 20 and any date thereafter, at par plus accrued interest to the date fixed for redemption. In addition, any Term Certificates (defined herein) will be subject to mandatory sinking fund redemption. The years of maturity of the Certificates called for redemption shall be selected by the City. If less than all of the Certificates are redeemed within a stated maturity at any time, the Certificates to be redeemed shall be selected by the Paying Agent/Registrar for the Certificates, at random and by lot within any stated maturity. The initial paying agent/registrar for the Certificates is , Texas. The City intends to use the Book - Entry -Only System of The Depository Trust Company, New York, New York. (See `BOOK - ENTRY -ONLY SYSTEM" herein.) Security for and Sources of Payment Principal of and interest on the Certificates will be payable from and secured by the receipts from an annual ad valorem tax levied on all taxable property within the City, within the limits prescribed by law. Solely to comply with Texas law allowing the Certificates to be sold for cash, the Certificates are additionally secured by and payable from a lien on and pledge of the Pledged Revenues (anticipated to be in the amount of $1,000) derived from the operation of the City's Airport System, such lien and pledge, however, being subordinate and inferior to the lien on and pledge of the Net Revenues which are pledged to the payment of any Prior Lien Bonds, Junior Lien Bonds, or Subordinate Lien Obligations hereinafter issued by the City. The City previously authorized the issuance of the currently outstanding Limited Pledge Obligations (as described and defined in the Ordinance) which are payable, in part, from and secured by a lien on and pledge of a limited amount of the Net Revenues of the City's Airport System (as described and defined in the Ordinance) in the manner provided in the City ordinance authorizing the issuance of the Limited Pledge Obligations. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations, while the Certificates are outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. (See "THE CERTIFICATES — Security and Source of Payment" and "EFFECT OF THE TAX RATE LIMITATION" herein.) Ratings Future Debt Issues Payment Record Delivery The City has made applications for contract ratings on the Certificates to Fitch Ratings ( "Fitch "), Moody's Investors Service, Inc. ( "Moody's "), and Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business ( "S &P "). Except for possible refundings of outstanding indebtedness for savings, the City does not anticipate the issuance of any additional limited tax indebtedness within the current calendar year. The City has not defaulted on the payment of its bonded indebtedness in over 73 years. When issued, anticipated to occur on or about August 28, 2012. SELECTED FINANCIAL AND TAX DATA 2011 Net Taxable Assessed Valuation (As of August 1, 2011) (100% of Market Value) Total Tax Supported Debt Outstanding(') Less: Self Supporting Debt Applicable Interest and Sinking Fund NET DEBT $ 14,085,804,898 Ratio Net Debt to 2011 Net Taxable Assessed Valuation 2.05% Net Debt Per Capita (2011 Population Estimate — 307,728) $937 Average Current Tax Collections Past Five Years 96.73% Average Total Tax Collections Past Five Years 99.23% (1) Adjusted to include the Certificates; preliminary, subject to change. See Page A -1 for more information. The remainder of this page intentionally left blank.] CITY OF CORPUS CHRISTI, TEXAS $5,970,000* COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATES OF OBLIGATION, SERIES 2012 (AMT) INTRODUCTION This Official Statement of the City of Corpus Christi, Texas (the "City ", the "Issuer", or "Corpus Christi ") is provided to furnish information in connection with the sale of the $5,970,000* City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Series 2012 (AMT) (the "Certificates "). Capitalized terms used in this Official Statement have the same meanings assigned to such term in the Ordinance (defined herein), except as otherwise indicated herein. This Official Statement contains a description of the Certificates and certain other information about the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City at 1201 Leopard, Corpus Christi, Texas 78401 and, during the offering period, from the City's Financial Advisor, Mark Seal, M.E. Allison & Co., Inc. 950 East Basse Road, Second Floor, San Antonio, Texas 78209, Telephone (210) 930 -4000, or from Constance Sanchez, Director of Financial Services, City of Corpus Christi, 1201 Leopard, Corpus Christi, Texas 78401, telephone (361) 826 -3227, upon request by electronic mail or upon payment of reasonable copying, mailing, and handling charges. This Official Statement speaks only as to its date, and the information contained herein is subject to change. A copy of the final Official Statement pertaining to the Certificates will be deposited with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access ( "EMMA ") system. See "CONTINUING DISCLOSURE OF INFORMATION" herein for a description of the City's undertaking to provide certain information on a continuing basis. THE CERTIFICATES Purposes of the Certificates The Certificates are being issued to provide funds (1) to make permanent public improvements within the City, including improvements to the City being, specifically, the construction, acquisition, purchase, equipment, renovation, enlargement, and improvement of the City's airport facilities, and (2) to pay the costs of issuance of the Certificates. Authority for Issuance The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, including particularly the Certificate of Obligation Act of 1971, Chapter 271, Subchapter C, as amended, Texas Local Government Code, Chapter 22, as amended, Texas Transportation Code, Chapter 1371, as amended, Texas Government Code ( "Chapter 1371 "), Chapter 1503, as amended, Texas Government Code, the City's Home Rule Charter (the "Charter"), and an ordinance adopted by the City Council of the City (the "City Council ") on July 31, 2012 (the "Ordinance "). In the Ordinance, as permitted by the provisions of Chapter 1371, the City Council delegated the authority to certain City officials to approve the final pricing structure and certain other matters relating to the Certificates, which final sales terms will be evidenced in an "Approval Certificate" relating to the Certificates. Security and Source of Payment Ad Valorem Tax Pledge. The Certificates are general obligations of the City, payable from its collection of an ad valorem tax levied, within the legal limitations imposed by law, upon all taxable property located in the City. (See "EFFECT OF THE TAX RATE LIMITATION" herein and "FINANCIAL INFORMATION — AD VALOREM TAXES" attached hereto as Appendix A). Limited Revenue Pledge Benefiting the Certificates. Solely to comply with Texas law allowing the Certificates to be sold for cash, the Certificates are additionally secured by and payable from a lien on and pledge of the Pledged Revenues (anticipated to be in the amount of $1,000) derived from the operation of the City's Airport System, such *Preliminary, subject to change. -1- lien and pledge, however, being subordinate and inferior to the lien on and pledge of the Net Revenues which are pledged to the payment of any Prior Lien Bonds, Junior Lien Bonds, or Subordinate Lien Obligations hereinafter issued by the City. The City previously authorized the issuance of the currently outstanding Limited Pledge Obligations (as described and defined in the Ordinance) which are payable, in part, from and secured by a lien on and pledge of a limited amount of the Net Revenues of the City's Airport System (as described and defined in the Ordinance) in the manner provided in the City ordinance authorizing the issuance of the Limited Pledge Obligations. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations, while the Certificates are outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. General Characteristics of the Certificates The Certificates are dated August 1, 2012 and are issued in principal denominations of $5,000 or any integral multiple thereof. The Certificates bear interest from such date at the stated interest rates indicated on the inside cover page hereof. Interest on the Certificates will be calculated on the basis of a 360 -day year of twelve 30 -day months, and will be payable on March 1, 2013 and each September 1 and March 1 thereafter, until the earlier of maturity or redemption. The City intends to utilize the Book - Entry -Only System of The Depository Trust Company New York, New York ( "DTC "), but reserves the right on its behalf or behalf of DTC to discontinue such system. Principal of the Certificates will be payable upon presentation by the paying agent/registrar, initially Texas (the "Paying Agent/Registrar"), through its offices located in , Texas (the "Designated Trust Office "), to Cede & Co., as nominee of DTC. Such Book - Entry -Only System will affect the method and timing of payment and the method of transfer. DTC will be responsible for distributing the principal and interest payments to the participating members of DTC and the participating members will be responsible for distributing the payment of the owners of beneficial interest in the Certificates. (See "BOOK- ENTRY -ONLY SYSTEM" herein.) So long as the Certificates are in Book - Entry -Only form, and DTC is the securities depository therefor, Cede & Co., as nominee of DTC, will be the Registered Owner (defined herein) of the Certificates and references herein to the holders of Certificates or Registered Owners shall mean Cede & Co. and not the beneficial owners of the Certificates. Interest on the Certificates will be payable by check, dated as of the interest payment date and mailed by the Paying Agent/Registrar to registered owners of record (the "Registered Owner" or the "Owner") as of the Record Date (defined herein), or, by such other customary banking arrangements, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, a Registered Owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. Redemption The City has reserved the right, at its option, to redeem the Certificatess having stated maturities on and after March 1, 20 , in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on March 1, 20, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. In addition, any consecutive maturities of Certificates grouped into one or more "term" Certificates (the "Term Certificates ") will be subject to mandatory sinking fund redemption. The respective years of maturity of the Certificates called for redemption shall be selected by the City. If less than all of the Certificates are redeemed within a stated maturity at any time, the Certificates to be redeemed shall be selected by the Paying Agent/Registrar at random and by lot or other customary method in multiples of $5,000 within any stated maturity. Notice of Redemption Not less than 30 days prior to a redemption date for the Certificates, the City shall cause a notice of redemption to be sent by United States mail, first- class, postage prepaid, to each Registered Owner of any Certificate to be redeemed, in whole or in part, at the address of the Registered Owner appearing on the registration books relating to the particular series of Certificates kept by the Paying Agent/Registrar (the "Security Register") at the close of business on the business day next preceding the date of mailing such notice. ANY NOTICE OF REDEMPTION SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN IRRESPECTIVE OF WHETHER ONE OR MORE REGISTERED OWNERS OF CERTIFICATES FAILED TO RECEIVE SUCH NOTICE. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the designated corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Registered Owner. If an Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as provided in the Ordinance, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and on the redemption date designated in such notice, interest on said Certificate (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificate shall not be deemed to be Outstanding. The Paying Agent/Registrar and the City, so long as a Book - Entry -Only System is used for the Certificates, will send any notice of redemption, notice of proposed amendment to the Ordinance or other notices with respect to the Certificates only to DTC. Any failure by DTC to advise any Direct Participant (defined herein), or of any Direct Participant or Indirect Participant (defined herein), to notify the Beneficial Owner (defined herein), shall not affect the validity of the redemption of the Certificates called for redemption or any other action premised on any such notice. Redemption of portions of the Certificates held by the City will reduce the outstanding principal amount of such Certificates held by DTC. In such event, DTC may implement, through its Book - Entry -Only System, a redemption of such Certificates held for the account of Direct Participants in accordance with its rules or other agreements with Direct Participants and then Direct Participants and Indirect Participants may implement a redemption of such Certificate from the Beneficial Owners. Any such selection of Certificates to be redeemed will not be governed by the Ordinance and will not be conducted by the City or the Paying Agent/Registrar. Neither the City nor the Paying Agent/Registrar will have any responsibility to Direct Participants, Indirect Participants or the persons for whom Direct Participants act as nominees, with respect to the payments on the Certificates or the providing of notice to Direct Participants, Indirect Participants, or Beneficial Owners of the selection of portions of the Certificates for redemption. See "BOOK- ENTRY -ONLY SYSTEM" herein. Defeasance The Ordinance provides for the defeasance of the Certificates when payment of the principal of and premium, if any, on such Certificates, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise) is provided by irrevocably depositing with a paying agent in trust (1) money in an amount sufficient to make such payment and/or (2) Defeasance Securities (hereinafter defined) certified by an independent public accounting firm of national reputation to be of such maturities and interest payment dates and to bear interest at such rates as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom (likewise to be held in trust and committed, except as hereinafter provided), be sufficient to make such payment; provided however, that no certification by an independent accounting firm of the sufficiency of deposits shall be required in connection with a gross defeasance of the Certificates. The Ordinance provides that " Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a - 3 - county, municipality, or other political subdivision of a state that have been refunded and that are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, and (iv) any additional securities and obligations hereafter authorized by State law as eligible for use to accomplish the discharge of obligations such as the Certificates. There is no assurance that the ratings for United States Treasury securities acquired to defease any Certificates, or those for any other Defeasance Securities, will be maintained at any particular rating category. Further, there is no assurance that current State law will not be amended in a manner that expands or contracts the list of permissible Defeasance Securities (such list consisting of those securities identified in clauses (i) through (iii) above), or any rating requirement thereon, that may be purchased with defeasance proceeds relating to the Certificates ( "Defeasance Proceeds "), though the City has reserved the right to utilize any additional securities for such purpose in the event the aforementioned list is expanded. Because the Ordinance does not contractually limit such permissible Defeasance Securities and expressly recognizes the ability of the City to use lawfully available Defeasance Proceeds to defease all or any portion of the Certificates, Registered Owners of Certificates are deemed to have consented to the use of Defeasance Proceeds to purchase such other Defeasance Securities, notwithstanding the fact that such Defeasance Securities may not be of the same investment quality as those currently identified under State law as permissible Defeasance Securities. Upon such deposit as described above, such Certificates will no longer be regarded to be outstanding or unpaid for purposes of applying any limitation or indebtedness. After firm banking and financial arrangements for the discharge and final payment of the Certificates have been made as described above, all rights of the City to initiate proceedings to call the Certificates for redemption or take any other action amending the terms of the Certificates are extinguished; provided, however, that the City has reserved the option, to be exercised at the time of the defeasance of the Certificates, to call for redemption at an earlier date those Certificates which have been defeased to their maturity date, if the City (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Certificates for redemption, (ii) gives notice of the reservation of that right to the Owners of the Certificates immediately following the making of the firm banking and financial arrangements, and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. Paying Agent /Registrar The principal of the Certificates will be paid to the Registered Owner at stated maturity or prior redemption upon presentation to the Paying Agent/Registrar, which initially is , Texas, at its Designated Trust Office. Interest on the Certificates will be paid to Registered Owners shown on the Security Registrar on the Record Date, and such interest will be paid by check sent by United States mail, first -class postage prepaid, to the address of such Registered Owner appearing on the Security Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the Registered Owner. Successor Paying Agent /Registrar The City reserves the right to replace the Paying Agent/Registrar. If the Paying Agent/Registrar is replaced by the City, the new Paying Agent/Registrar shall accept the previous Paying Agent/Registrar's records and act in the same capacity as the previous Paying Agent/Registrar. Any successor Paying Agent/Registrar selected by the City shall be a bank, a trust company, financial institution, or other entity duly qualified and legally authorized to serve and perform the duties of Paying Agent/Registrar for the Certificates. Upon a change in the Paying Agent/Registrar for the Certificates, the City shall promptly cause a written notice thereof to be sent to each Registered Owner of the Certificates by United States mail, first -class postage prepaid, which notice shall give the address of the new Paying Agent/Registrar. The remainder of this page intentionally left blank.] SOURCES AND USES OF FUNDS The proceeds from the sale of the Certificates will be applied as follows: Sources of Funds Principal Amount of Certificates $ Net Reoffering Premium /(Discount) Accrued Interest Total Sources of Funds $ Uses of Funds Deposit to the Construction Fund $ Deposit to Certificate Fund Issuance Expenses Underwriters' Discount Total Uses of Funds $ DEFAULTS AND REMEDIES If the City defaults in the payment of principal of, interest on, or redemption price of the Certificates when due, or if it fails to make payments into any fund or funds created in the Ordinance, or defaults in the observation or performance of any other covenants, conditions, or obligations set forth in the Ordinance, the Registered Owners may seek a writ of mandamus to compel City officials to carry out their legally imposed duties with respect to the Certificates, if there is no other available remedy at law to compel performance of the Certificates or Ordinance and the City's obligations are not uncertain or disputed. The issuance of a writ of mandamus, controlled by equitable principles, rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Certificates in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Ordinance does not provide for the appointment of a trustee to represent the interest of the Registered Owners of Certificates upon any failure of the City to perform in accordance with the terms of the Ordinance, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. On June 30, 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Chapter 1371, which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing the issuance of the Certificates. Notwithstanding its reliance upon the provisions of Chapter 1371 in connection with the issuance of the Certificates (as further described under the caption "THE CERTIFICATES — Authority for Issuance "), the City has not waived the defense of sovereign immunity with respect thereto. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages outside of Chapter 1371, Owners of Certificates may not be able to bring such a suit against the City for breach of the Certificates or the Ordinance. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the Registered Owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Certificates. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the United States Bankruptcy Code ( "Chapter 9 "). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of Bond Counsel will note that all opinions relative to the enforceability of the Ordinance and the Certificates are qualified with respect to the customary rights of debtors relative to their creditors and principles of equity which permit the exercise of judicial discretion. REGISTRATION, TRANSFER AND EXCHANGE Transfers and Exchanges So long as any Certificates remain outstanding, the Paying Agent/Registrar shall keep the Security Register at the Designated Trust Office in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of the Certificates in accordance with the terms of the Ordinance. Each Certificate shall be transferable only upon the presentation and surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Owner or his authorized representative in a form satisfactory to the Paying Agent/Registrar. Upon due presentation and surrender of a Certificate for transfer, the Paying Agent/Registrar is required to authenticate and deliver in exchange therefor, under such reasonable regulations as the Paying Agent/Registrar may prescribe, a new Certificate or Certificates, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity, in the principal amount of $5,000 or any integral multiple thereof, and bearing interest at the same rate as the Certificate or Certificates so presented and surrendered. All Certificates shall be exchangeable upon the presentation and surrender thereof at the Designated Trust Office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in any authorized denomination, in such aggregate principal amount as discussed above equal to the unpaid principal amount of the Certificate delivered in accordance with the Ordinance and shall be entitled to the benefits and security of the Ordinance to the same extent as the Certificate or Certificates in lieu of which such Certificate is delivered. The Paying Agent/Registrar may require the Owner of any Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any reasonable standard or customary fee or charge of the Paying Agent/Registrar for a conversion or exchange shall be paid by the one requesting such conversion or exchange, except that the City shall pay such fee or charge in the case of the conversion or exchange of an assigned and transferred Bond. Future Registration In the event the Book - Entry -Only System should be discontinued, the Certificates may be transferred, exchanged and assigned on the Security Register, only upon presentation and surrender thereof to the Paying Agent/Registrar and such transfer or exchange of the Certificates shall be without expense or service charge to the Owner, except for any tax or other governmental charges required to be paid with respect to such registration and transfer. A Certificate may be assigned by the execution of an assignment form on the Certificate or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. A new Certificate or Certificates will be delivered by the Paying Agent/Registrar in lieu of the Certificates being transferred or exchanged at the Designated Trust Office of the Paying Agent/Registrar, or sent by United States mail, first -class postage prepaid, to the new Registered Owner or his assignee. To the extent possible, new Certificates issued in an exchange or transfer of Certificates will be delivered to the contracting party or assignee of the Owner in not more than three (3) business days after the receipt of the Certificates to be canceled in the exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Certificates registered and delivered in an exchange or transfer shall be in denominations of $5,000 for any one maturity or any integral multiple thereof and for a like aggregate principal amount of the Certificate or Certificates surrendered for exchange or transfer. See "BOOK- ENTRY -ONLY SYSTEM" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Certificates. Record Date for Interest Payment The record date ( "Record Date ") for determining the party to whom interest on a Certificate is payable on any interest payment date is the fifteenth day of the preceding month, as specified in the Ordinance. In the event of a nonpayment of interest on a scheduled payment date, and for thirty days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be fifteen days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. Limitation on Transfer of Certificates Neither the City nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of Certificates and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Certificates so selected for redemption when such redemption is scheduled to occur within 30 calendar days; provided however, that such limitation of transfer is not applicable to an exchange by the Registered Owner of the uncalled balance of a Certificate. Replacement Certificates The City has agreed to replace mutilated, destroyed, lost, or stolen Certificates upon surrender of the mutilated Certificates to the Paying Agent/Registrar, or receipt of satisfactory evidence of such destruction, loss, or theft, and receipt by the City and Paying Agent/Registrar of security or indemnity as may be required by either of them to hold them harmless. The City may require payment of taxes, governmental charges, and other expenses in connection with any such replacement. BOOK - ENTRY -ONLY SYSTEM This section describes how ownership of the Certificates is to be transferred and how the principal of premium, if any, and interest on the Certificates are to be paid to and credited by DTC, while the Certificates are registered in its nominee name. The information in this section concerning DTC and the Book -Entry -Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City believes the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Certificates, or redemption or other notices, to Direct Participants, (2) Direct Participants or others will distribute debt service payments paid to DTC or its nominee (as the Registered Owner of the Certificates), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the United States Securities and Exchange Commission (the `SEC'), and the current procedures of DTC to be followed in dealing with Direct Participants are on file with DTC. DTC will act as securities depository for the Certificates. The Certificates will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered certificate will be issued for each maturity of the Certificates, in the aggregate principal amount of each maturity of such issue, and will be deposited with DTC. General DTC, the world's largest securities depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, -7- corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has a Standard & Poor's rating of "AA + ". The DTC Rules applicable to Direct and Indirect Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com. To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Certificates with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC's records reflect only the identity of the Direct Participants to whose accounts such Certificates are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Purchases of Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC's records. The ownership interest of each actual purchaser of each Certificate ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Certificates, except in the event that use of the book -entry system for the Certificates is discontinued. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to DTC. If less than all of the Certificates within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Certificates unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and principal and interest payments on the Certificates will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name ", and will be the responsibility of such Direct and Indirect Participant and not of DTC, the Paying Agent/Registrar, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and principal and interest on the Certificates to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying -8- Agent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Certificates at any time by giving reasonable notice to the City or the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, physical Certificates are required to be printed and delivered. The City may decide to discontinue use of the Book - Entry -Only System through DTC (or a successor securities depository). In that event, physical Certificates will be printed and delivered. The information in this section concerning DTC and DTC's Book - Entry -Only System has been obtained from DTC, but the City takes no responsibility for the accuracy thereof. Use of Certain Terms in Other Sections of this Official Statement In reading this Official Statement it should be understood that while the Certificates are in the Book - Entry -Only System, references in other sections of this Official Statement to Registered Owners should be read to include the person for which the Direct or Indirect Participant acquires an interest in the Certificates, but (i) all rights of ownership must be exercised through DTC and the Book - Entry -Only System, and (ii) except as described above, payment or notices that are to be given to Registered Owners under the Ordinance will be given only to DTC. AUTHORIZED BUT UNISSUED AD VALOREM TAX SUPPORTED BONDS The City has no voter - authorized but unissued limited ad valorem tax- supported bonds. In addition to voter - authorized ad valorem tax supported bonds, the City is authorized under State law to incur other debt obligations payable from its collection of ad valorem taxes, including certificates of obligation, tax notes, public property finance contractual obligations, and certain types of capital leases. EFFECT OF THE TAX RATE LIMITATION As discussed more specifically elsewhere in this Official Statement, two amendments to the Charter affect management of the City's financial affairs. In 1980, an election was held at which an amendment to the Charter established a 68 cent per $100 tax rate for all purposes (the City would otherwise be permitted by State law to have a tax rate of up to $2.50 per $100 of assessed valuation). In 1993, an election was held at which the citizens of the City voted to amend the Charter to provide for the tax rate to increase up to the State limit for voter approved debt authorized after April 4, 1993. Since that time, the citizens of the City have approved the issuance of general obligation bonds to finance various projects at elections held on November 7, 2000, November 2, 2004, and November 4, 2008. No bonds issued in reliance upon this voted authorization, including those general obligation bonds described under "AUTHORIZED BUT UNISSUED AD VALOREM TAX SUPPORTED BONDS ", which includes bonds issued to refund those general obligation bonds, are subject to the 68 cent tax rate limit. The remaining outstanding tax supported debt, and any currently outstanding certificates of obligation (including, upon issuance, the Certificates), are subject to the 68 cent tax rate limit, which is also applicable to the City's operation and maintenance expenditures. As stated above the Certificates are subject to the 68 cent tax rate limit. (See "THE CERTIFICATES — Security and Source of Payment" herein.) The City has, by election under the Texas Tax Code, adopted a $50,000 homestead exemption for disabled taxpayers and for taxpayers over the age of 65. Further, on November 2, 2004, voters of the City approved freezing the ad valorem taxes for citizens 65 or older, or disabled, and their spouses on homesteads owned thereby. The effect of the imposition of the tax freeze has ranged from an ad valorem levy loss of approximately $400,000 in the initial year of implementation of the tax freeze to over $1,500,000 in fiscal year 2007 -2008, but appears to be leveling off somewhat. The City had foreseen and budgeted these ad valorem levy losses each year and believes the existing ad valorem tax rate is sufficient to maintain the current level of operations and should not affect the ability of the City to finance future capital improvements through the issuance of debt secured in whole or in part by a pledge of ad valorem taxes. These provisions affect the City's budgeting and capital improvement program planning functions. In part, as a response to the tax rate limit, the City has maintained its tax rate within a range of $0.590 to $0.644 per $100 in -9- valuation over the last ten fiscal years. The current tax rate is $0.564 per $100 in valuation. The ability to continue to issue the debt necessary to add additional City improvements and to provide other current services within the tax rate limit will depend in part on the growth in the City's ad valorem and sales tax bases over the coming years as well as the ability of City management to continue to provide efficient City services. DEBT INFORMATION Payment Record The City has not defaulted in the payment of the principal of, or interest on, its tax debt obligations within the last 73 years, nor has the City issued any refunding securities for the purpose of preventing a default in the payment of the principal of, or interest on, its tax debt obligations within this period. Authority for Issuance of Debt; Limitations The City is authorized to issue ad valorem tax supported general obligation bonds. A majority vote of the qualified voters is ordinarily required to authorize the issuance of ad valorem tax supported bonds for general improvements. Notes, including bond anticipation notes and commercial paper notes, also may be authorized by a majority vote of the qualified voters in connection with the approval of ad valorem tax supported general improvement bonds. The City is also empowered to issue notes, personal property finance contractual obligations, and certificates of obligation payable from ad valorem taxes for a variety of purposes generally without conducting an election. Such notes, personal property finance contractual obligations, and certificates of obligation may be refunded by tax supported bonds. In addition, the City may issue certificates of obligation with a pledge of both taxes and revenues provided the City otherwise has the right to pledge the revenues involved. The City is also authorized to issue revenue bonds for certain purposes. The authorized purposes include the financing of the water system, wastewater disposal system, gas system, solid waste system, transportation system, civic center, airport and parks. Revenue bond indebtedness is not considered in determining the legal debt margin for ad valorem tax supported bonds. The City anticipates the issuance of multiple series of obligations (both revenue and limited ad valorem tax - supported indebtedness), within the legal limits imposed by law or contract (as applicable), over the course of the next 12 months INVESTMENT POLICY Available City funds are invested as authorized by Texas law and in accordance with investment policies approved by the City Council. Both State law and the City's investment policies are subject to change. Legal Investments Under State law, the City is authorized to invest in (1) obligations, including letters of credit, of the United States or its agencies or instrumentalities, (2) direct obligations of the State or its agencies and instrumentalities, (3) collateralized mortgage bonds directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States, (4) other obligations, the principal of and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State or the United States or their respective agencies and instrumentalities, (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than "A" or its equivalent, (6) certificates of deposit and share certificates meeting the requirements of the Public Funds Investment Act (Chapter 2256 of the Texas Government Code, as amended) (the "PFIA ") (i) that are issued by an institution that has its main office or a branch office in the State of Texas and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (5) or in any other manner and amount provided by law for City deposits, or (ii) that are invested by the City through a depository institution that has its main office or a branch office in the State of Texas and otherwise meet the requirements of the PFIA, (7) fully collateralized repurchase agreements that have a defined termination date, are fully secured by a combination of cash and obligations described in clause (1) which are pledged to the - 10 - City, held in the City's name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State primary government securities dealer or a financial institution doing business in the State, (8) bankers' acceptance with a remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least "A -1" or "P -1" or the equivalent by at least one nationally recognized credit rating agency, (9) commercial paper that is rated at least "A -1" or "P -1" or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a United States or State bank, (10) no -load money market mutual funds registered with and regulated by the SEC that provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 or the Investment Company Act of 1940 and that has a dollar weighted average portfolio maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, (11) no -load mutual funds registered with the SEC that have an average weighted maturity of less than two years, invests exclusively in bonds described in the preceding clauses and clause (13), are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than "AAA" or its equivalent, and conform to the requirements relating to the eligibility of investment pools to receive and invest funds, (12) obligations issued, assumed, or guaranteed by the State of Israel, and (13) guaranteed investment contracts secured by obligations of the United States of America or its agencies and instrumentalities, other than the prohibited obligations described in the next succeeding paragraph Entities such as the City may enter into securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (5) and clause (13) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (5) and clause (13) above, clauses (9) through (11) above, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to such investing entity or a third party designated such investing entity; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized rating service. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Investment Policies Under Texas law, the City is required to invest its funds in accordance with written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that include a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment and the maximum average dollar - weighted maturity allowed for pool fund groups. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the City must submit to the City Council an investment report detailing (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to (a) adopted investment strategy statements and (b) Texas law. No person may invest City funds without express written authority from the City Council. Additional Provisions Under Texas law the City is additionally required to (1) annually review its adopted policies and strategies, (2) require any investment officers' with personal business relationships or relative with firms seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council, (3) require the registered principal of firms seeking to sell securities to the City to (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements, (4) perform an annual audit of the management controls on investments and adherence to the City's investment policy, (5) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers, (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investments of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement, (7) restrict the investment in non -money market mutual funds of any portion of bond proceeds, reserves and funds held for debt service and to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, and (8) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements. City policies require investments in accordance with applicable state law. All investments which are authorized by State statutes, with the exception of bankers' acceptances, commercial paper, collateralized mortgage obligations, reverse repurchase agreements, no -load money market mutual funds, no -load mutual funds, and bonds issued, assumed or guaranteed by the State of Israel, are acceptable for investment purposes under the City's Statement of Investment Policy. The City generally invests in obligations of the United States or its agencies and instrumentalities. Under Texas law, the City may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b -1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance or resolution. The City has not contracted with, and has no present intention of contracting with, any such investment management firm or the State Securities Board to provide such services. The remainder of this page intentionally left blank.] Current Investments* As of April 30, 2012, the following percentages by investment type applied to the City's investable funds, which had an aggregate par value of $354,783,886.72, a market value of $354,870,256.47 and a book value of $354,783,886.72. City Portfolio Par Value: Money Market Local Government Investment Pool U. S. Agencies Total Market Value Book Value Market to Book Ratio Weighted Average Maturity Portfolio by Account Type (Par Value) Money Market Local Government Investment Pool U.S. Agencies Total * Unaudited $ 3,323,076.19 154,710,810.53 $ 196,750,000.00 $ 354,783,886.72 354,870,256.47 354,783,886.72 100.02% 236 Days 0.94% 43.61% 55.46% 100.00% As of such date, the market value of such investments (as determined by the City by reference to published quotations, dealer bids, and comparable information) was approximately 100% of book value. No funds of the City are invested in derivative securities, i.e, securities whose rate of return is determined by reference to some other instrument, index, or commodity. Fiscal Year Salaries($) 2001 -02 105,312,317 2002 -03 112,071,665 2003-04 121,245,107 2004 -05 120,616,280 2005 -06 124,601,361 2006 -07 127,318,989 2007 -08 133,145,260 2008 -09 140,069,626 2009 -10 142,607,262 2010 -11 147,878,682 (1) PAYROLL STATISTICS Social Security and Medicare($) 6,418,618 6,818,824 7,370,874 7,350,960 5,903,267 7,603,602 7,991,390 8,350,623 7,714,798 8,435,205 Texas Municipal Ret. System($) 9,826,228 10,241,750 11,386,987 12,827,988 13,853,273 14,372,192 15,603,377 16,549,804 18,330,551 16, 832, 574 This includes full time and summer employees. Fireman's Relief and Retirement($) 2,300,476 2,423,671 2,673,855 2,482,092 2,795,774 3,040,260 3,575,262 3,997,364 4,440,572 5,158,128 Total Paid by City as Employer($) 123,857,639 131,555,910 143,176,822 143,277,320 147,153,675 152,335,043 160,315,289 168,967,417 173,093,184 178,354,589 Number of Employees Last Payday of Fiscal Year(1) 3,264 3,264 3,317 3,126 3,183 3,217 3,309 3,406 3,236 3,091 Employee Pension Plan and Benefits The City's employees participate in the Texas Municipal Retirement System. This plan, the contributions made to this plan, and the City's unfunded pension fund liability are further described in Note 9 in "CERTAIN AUDITED FINANCIAL STATEMENTS" attached hereto as Appendix B. GASB Statement No. 45: Accounting and Financial Reporting by Employers for Postemployment Benefits Other than Pensions ( "OPEB "), establishes accounting standards for postretirement benefits. The standard does not require funding of OPEB expense, but any difference between the annual required contribution ( "ARC ") and the amount funded during the year is required to be recorded in the employer's financial statement as an increase (or decrease) in the net OPEB obligation. The effective date for implementation of GASB 45 by the City of Corpus Christi was August 1, 2007. The City is required to obtain an actuarial valuation at least once every two years in accordance with GASB 45 standards The City latest valuation is dated as of August 1, 2009, and discloses the following: Plan Description and Funding Policy Employees who retire from the City, and eligible dependents and survivors, are eligible to continue to participate in the City's health insurance programs at the "blended" employee group rate which is determined annually by the City and approved by the City Council. Retirees have 31 days to elect to enroll in the City's self- funded, single - employer health insurance plan (Citicare, Citicare Public Safety, and Citicare-Fire) in which they were participating at the time of retirement unless otherwise stated in a plan document or collective bargaining agreement. In an effort to reduce the City's liability, as of March 2010, civilian retirees that are Medicare - eligible have been enrolled in a separate Medicare insurance plan and are no longer covered by the City's group insurance plan. As of July 31, 2011, a total of 464 eligible retirees and dependents were participating in the City's group health program detailed as follows: Citicare 151 Citicare Premium 28 Citicare Public Safety 161 Citicare Fire 116 Pending Election 8 Total 464 The City provides no funding for any portion of the premiums after retirement. However, the City recognizes that there is an "implicit subsidy" arising as a result of the blended rate premium since retiree health care costs, on average, are higher than active employee healthcare costs. The plan is not accounted for as a trust fund as an irrevocable trust has not been established to fund the plan. The plan does not issue a separate financial report. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB cost is calculated based on the ARC of the employer, an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal costs each year and to amortize any unfunded actuarial liabilities over a period not to exceed 30 years. The City's annual OPEB cost for each plan for the current year is as follows: Citicare Citicare Public Citicare ($) Safety ($) Fire ($) Total ($) Annual required contribution 1,432,835 1,023,807 1,075,712 3,532,354 Interest on net OPEB obligation 288,602 121,766 151,444 561,812 ARC adjustment (261,557) (110,355) (137,252) (509,164) Annual OPEB cost 1,459,880 1,035,218 1,089,904 3,585,002 Contributions made (pay -as- you -go basis) 742,216 487,161 463,682 1,693,059 Increase in net OPEB obligation 717,664 548,057 626,222 1,891,943 Net OPEB obligation - beginning of year 6,413,370 2,705,914 3,365,414 12,484,698 Net OPEB obligation - end of year 7,131,034 3,253,971 3,991,636 14,376,641 Three year trend information is as follows: City's ARC 2009 2010 2011 Percentage of ARC contributed 2009 2010 2011 Net OPEB Obligation 2009 2010 2011 Citicare Public Citicare Citicare Safety Fire $3,427,045 $1,660,031 $2,050,229 $1,981,704 $996,754 $1,035,471 $1,459,880 $1,035,218 $1,089,904 22.5% 33.4% 30.4% 35.5% 44.5% 39.3% 50.8% 47.1% 42.5% $5,136,029 $2,152,317 $2,737,307 $6,413,370 $2,705,914 $3,365,414 $7,131,034 $3,253,971 $3,991,636 Funded Status and Funding Progress Total (Memorandu m Only) $7,137,305 $4,013,929 $3,585,002 N/A N/A N/A $10,025,653 $12,484,698 $14,376,641 The funded status of the plan as of the last valuation date of July 31, 2010, was as follows: Actuarial accrued liability Actuarial value of plan assets Unfunded actuarial accrued liability Funded ratio Covered payroll Unfunded actuarial accrued liability as a percentage of covered payroll Citicare $12,524,728 $12,524,728 Citicare Public Safety $13,584,349 $13,584,349 Citicare Fire $13,537,686 $13,537,686 Total $39,646,763 $39,646,763 0% 0% 0% 0% $75,985,799 $33,462,005 $24,597,155 $134,044,958 16.5% 40.6% 55.0% 29.6% Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events in the future. Amounts determined regarding the status of the plan and the annual required contributions of the City are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multiyear trend information that shows whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Changes Since 2007 The total GASB 45 actuarial accrued liability for Citicare, Public Safety and Fire decreased from approximately $68 million as of August 1, 2007 to approximately $40 million as of August 1, 2009. The majority of the decrease is attributable to revisions to the actuarial assumptions in order to more accurately reflect the anticipated experience to the plan in the future. These included changes to the mortality, retirement, participation, persistency, claims cost and health care cost trend rate assumptions. The majority of this decrease is attributable to decreasing the participation assumption. Actuarial Methods and Assumptions Projections of benefits are based on the substantive plan and include the type of benefits in force at the valuation date and the pattern of sharing benefits between the City and the plan members at that point. Actuarial calculations reflect a long term perspective and employ methods and assumptions that are designed to reduce the short term volatility in actuarial accrued liabilities and the actuarial value of assets. Significant methods and assumptions used for this valuation are as follows: Measurement Date Actual Cost Method Amortization Period Amortization Method Discount rate CPI Healthcare Cost Trend Rate Payroll Growth Rate Collective Bargaining Agreements August 1, 2009 Projected Unit Credit 30 years, Open Level Percent of Payroll 4.50% 2.50% 10% initial rate, 4.5% ultimate rate, 19 year grade in period 3% annually Under State law, municipal firefighters and police officers may form collective bargaining groups which may negotiate employment contracts on behalf of members of such groups. However, State law forbids such groups from participating in strikes or other work stoppages. The City's firemen and police are organized in collective bargaining groups and currently are working under a negotiated employment agreement with the City. No other City employees are similarly organized for employment term negotiations. ANNEXATION PROGRAM Background The City has continued to expand its jurisdiction, and thus increase its obligation to provide services and, correspondingly its tax base, by annexing selected adjacent areas. The City may annex additional territory adjoining or lying adjacent to the City by ordinance. The total area of the City is approximately 498 square miles, of which approximately 161 square miles is land area and 337 square miles water area. The areas covered by water require no normal City Services, but do produce considerable revenues from oil and gas properties located therein and allow the City to enforce ordinances regarding uses in the areas. The City has had numerous annexations since its beginning. Significant annexations occurred in 1950 when 92 square miles of water area in Corpus Christi and Nueces Bay were annexed, in 1962 when 48 square miles of land west and south of the City were annexed, in 1966 when 31 square miles of water area in Corpus Christi Bay were annexed and in 1970 when 63 square miles of water area in Corpus Christi Bay and Laguna Madre were annexed. However, four oil companies which owned leases included in the 1970 annexation of bay water areas contended the annexation was not legal. The matter ended up in court and was settled in favor of the City. In December, 1972 an election to re- affirm the annexation of November 1970 was held and carried. On November 18, 1981, the City annexed approximately 3,171 acres (4.95 square miles) of land in addition to fringe area development made up of commercial, industrial and residential subdivisions. On August 9, 1986 an election was defeated to annex more than 60 square miles of Padre and Mustang Islands. The City has already annexed the developed areas of Padre Island bounded by Laguna Madre, Packery Channel, the Gulf of Mexico and the Southern boundary of Nueces County. Through a referendum on April 11, 1989, the City annexed approximately 2,527 acres (3.95 square miles) of land. Changes in the City's Charter have simplified the method by which a municipality may annex land. Under the Charter revisions: "The City shall have the power by ordinance to fix the boundary limits of the city and to provide for the alteration and extension of the boundary limits " From 1990 thru 1995, the City annexed 9,988 acres (approximately 4.95 square miles) of land primarily located south of SPID and east of Staples Street. From 1996 thru 1998, the amount of land annexed by the City was minimal as only 32 acres or .05 square miles of land area was annexed. In 1999, the City initiated annexations for lands adjacent to the northwest portion of the City, and on Mustang and Padre Islands located along the eastern edge of the City. On December 21, 1999, 4,852 acres or 7.58 square miles was annexed into the City. As part of a major annexation program in 2001, the City annexed a total of 15,786 acres (24.7 square miles) effective December 31, 2001. On April 17, 2002 the City annexed 678.39 acres (1.06 square miles) of land. Several existing major resorts and condominiums on Mustang/North Padre Islands were included as part of the areas annexed, resulting in a significant increase in hotel tax revenue collected by the City. Source: City Geographic Information System. Any differences in acreage between the historically adopting annexation ordinance and the annexation figures provided are attributed to the modern methods used by the City's Geographic Information System. These methods include gps (global satellite positioning system), aerial photography, property records, etc. LITIGATION AND REGULATION City Claims and Litigation The City is a defendant in various tort claims and lawsuits involving general liability, automobile liability, and various contractual matters. The status of such litigation ranges from early discovery stage to various levels of appeal of judgments both for and against the City. The City intends to defend vigorously against the lawsuits; including the pursuit of all appeals; however, no prediction can be made as of the date hereof, with respect to the liability of the City for such claims or the outcome of such suits. In the opinion of the City Attorney, it is improbable that the lawsuits now outstanding against the City could become final in a timely manner so as to have a material adverse financial impact upon the City. Ex Parte the City of Corpus Christi, Texas. The case involves validation of the 2008 Bond Election, the resulting issuance of public securities pursuant to that election, and the resulting expenditures of money to execute the projects pursuant to that election under Chapter 1205 of the Texas Government Code. The parties severed the expenditure of bond funds related to the project involving the extension of Aquarius Street into a separate case. The trial court found for the City, granted the relief sought on the severed matters before the Court, and rendered judgment in favor of the City. The Secretary of the City issued a Certificate of Validated Public Security, in compliance with Section 1205.152, Texas Government Code, confirming that the obligations at issue in the case were validated and confirmed by the judgment entered by the trial court on November 29, 2011, signed by The Honorable Bobby Galvan, 94th Judicial District Court, Nueces County, Texas, which perpetually enjoined the commencement of any suit, action, or proceeding involving the validity of the obligations, or the provision made for payment of the principal and interest of such obligations. The City has appealed the trial court's ruling on the separate cause regarding expenditure of bond funds for the Aquarius Street project. San Patricio Municipal Water District and South Texas Water Authority vs. City of Corpus Christi, Texas. The case involves a claim by two of the City's wholesale water customers that they were improperly billed by the City. The City challenged the trial court's jurisdiction to consider this matter. After consideration of this challenge, the trial court dismissed the case. The Court of Appeals subsequently reversed the judgment of the trial court, dismissing the appellants' breach of contract claims for lack of jurisdiction and remanded those claims back to the trial court. The case is presently pending in the original trial court but has not been set for a trial on the merits. The City has begun settlement negotiations with the Plaintiff and intends to vigorously defend against the lawsuit if the settlement negotiations fail. City of Ingleside, Texas vs. City of Corpus Christi, Texas. The City of Ingleside, Texas ( "Ingleside ") alleges that certain piers, bulkheads, wharves, and other man -made structures (the "Property ") originate on and extend from land within Ingleside's jurisdiction and extend into water which is included in the jurisdiction of Ingleside. The Plaintiff challenges the City's authority to assess and collect taxes on the Property and seeks a declaration from the trial court that the Property is within the jurisdiction of Ingleside, rather than that of the City. The property at issue or the value involved in this suit have yet to be determined. The City has filed a response and has begun settlement negotiations with the Plaintiff and intends to vigorously defend against the lawsuit if settlement negotiations fail. On the date of delivery of the Certificates to the Underwriters, the City will execute and deliver to the Underwriters a certificate to the effect that, except as disclosed herein, no litigation of any nature has been filed or is pending, as of that date, to restrain or enjoin the issuance or delivery of the Certificates or which would affect the provisions made for their payment or security or in any manner question the validity of the Certificates. (See "NO LITIGATION CERTIFICATE" herein.) Environmental Regulations The City is subject to the environmental regulations of the State and the United States in the operation of its water, wastewater, storm water and gas systems. These regulations are subject to change, and the City is required to expend substantial funds to meet the requirements of such regulatory authorities. Safe Drinking Water Act. In August 1996, amendments to the Federal Safe Drinking Water Act were signed into law. These amendments require the United States Environmental Protection Agency ( "EPA ") to regulate a wide variety of contaminants that may be present in drinking water, including volatile organic chemicals, other synthetic organic chemicals, inorganic chemicals, microbiological contaminants, and radionucleide contaminants The list of contaminants to be regulated is so lengthy that the amendments require EPA to establish a schedule for developing regulations regarding the contaminants There are several phases in EPA's regulatory timetables that are to be undertaken over the next few years. The initial impact of the amendments to the water system has been minimal, as the City has been able to comply with regulations promulgated to date. The full impact is difficult to project at this time, and would be dependent upon what maximum contaminant levels may be set for some future parameters and enhanced surface water treatment rules. Many of these parameters, such as waterborne pathogens, radionucleides and infection by- products contaminants, may require treatment changes that have not as yet been established by the EPA. Continued changes in rules and regulations will continue to cause process modifications, which will increase the cost of the maintenance and operation of the City's drinking water treatment and distribution facilities. These modifications and upgrades will require increased capital expenditures, which may be financed by the issuance of additional revenue bonds. Nueces Estuary Fresh Water Inflow Requirements. When the State granted the City and the NRA a right to store and divert State waters in the Choke Canyon Reservoir, it included a special provision in the water rights permit requiring that the Choke Canyon/Lake Corpus Christi Reservoir system be operated so as to provide no less than 151,000 acre -feet per year of fresh water inflow to the Nueces Estuary in order to maintain the ecological health of that estuary. This provision was later incorporated into the Certificate of Adjudication No. 21 -3214 for the Choke Canyon Reservoir. In 1990, the State issued the first of a series of orders governing the City's reservoir system operations in order to satisfy these fresh water inflow requirements. The effect of these orders, combined with the drought of 1982 -1984, was to significantly diminish the firm annual yield of the reservoir system. Under the 1992 Interim Order, reservoir system yield was estimated to be approximately 168,000 acre -feet per year. The City eventually negotiated a new operating plan governing the fresh water inflow requirements, and in May 1995, TCEQ approved an Agreed Order that now provides for a firm annual yield of 181,000 acre -feet per year while satisfying the fresh water inflow needs of the Nueces Estuary. Any future increase in fresh water inflow requirements could reduce the amount of water available for sale by the City's Combined Utility System. The 1995 TCEQ Agreed Order was further refined on April 4, 2001, to allow a more automatic transition from inflow requirements within the 1995 TCEQ Agreed Order. Federal and State Regulation of the Wastewater Facilities. The Federal Clean Water Act and the Texas Water Code regulate the Wastewater System's operations. All discharges of pollutants into the nation's navigable waters must comply with the Clean Water Act. The Clean Water Act allows municipal wastewater treatment plants to discharge treated effluent to the extent allowed in permits issued by the EPA pursuant to the National Pollutant Discharge Elimination System program ( "NPDES "), a national program established by the Clean Water Act for issuing, revoking, monitoring, and enforcing wastewater discharge permits. The Clean Water Act authorized the EPA to delegate NPDES permit responsibility to state or interstate agencies after certain prerequisites have been met by the relevant agencies. The EPA has delegated its NPDES authority to the TCEQ. The City no longer obtains duplicative wastewater discharge permits from TCEQ and EPA. The Texas Pollution Discharge Elimination System ( "TPDES ") permits issued by the TCEQ are the only permits required. The TCEQ wastewater discharge permits are issued under authority granted by the Texas Water Code, TPDES permits set limits on the type and quantity of wastewater discharge, in accordance with State and Federal laws and regulations, The Clean Water Act requires municipal wastewater treatment plants to meet secondary treatment effluent limitations as defined in EPA regulations. The Clean Water Act also requires that municipal plants meet any effluent limitations established by State or Federal laws or regulations, which are more stringent than secondary treatment. Under the Clean Water Act, states must identify any bodies of water for which more stringent effluent standards are needed to achieve water quality pollutant standards identified by the EPA. The Clean Water Act allows municipalities to apply for extensions of applicable deadlines for secondary or additional treatment. Status of Discharge Permits for City's Wastewater Treatment Plants. The Greenwood and Broadway wastewater plants are in the process of having their current discharge permit renewed. The Oso permit was renewed on April 29, 2011. The new Oso permit includes an additional ammonia limit, which is not currently included in the existing permit and has a 30 —month time limit for compliance. The Greenwood permit renewal is currently under review by the EPA. The EPA is asking TCEQ to include a Whole Effluent Toxicity ( "WET ") limit as an additional permit requirements. It is uncertain how long this delay will last, but upon resolution the disinfection criteria will be changing to a more strenuous microorganism (Enterococci). The Broadway permit is currently being held up by a public hearing request submitted to TCEQ during the public comment period. Following the resolution, the permit will be finalized and an amendment will immediately follow to move the existing outfall in accordance with the new plant construction project. Also, the TCEQ has added a new disinfection parameter (Enterococci) in the Oso, Laguna Madre, and Whitecap permits. When the permits are renewed at the Broadway and Greenwood plants, the Enterococci disinfection requirement will also be added. The Allison (permit expiration May, 2014), Whitecap (permit expiration July, 2014), and Laguna Madre (permit expiration April, 2015) wastewater treatment plants have been issued TPDES discharge permits by the TCEQ. An occasional upset may cause permit violations, but generally all six plants are in compliance. (See "LITIGATION AND REGULATION — Environmental Regulations — Potential Penalties for the City's Wastewater System's Violations" herein.) Potential Penalties for the City's Wastewater System's Violations. The failure by the City to achieve compliance with the Clean Water Act could result in either a private plaintiff or the EPA instituting a civil action for injunctive relief and civil penalties of up to $27,500 per day. In addition, the EPA has the power to issue administrative orders compelling compliance with its regulations and the applicable permits. The EPA can also bring criminal actions for recovery of penalties of up to $50,000 per day for willful or negligent violations of permit conditions or discharge without a permit. Violations of permits or administrative orders may result in the disqualification of a municipality for eligibility for federal assistance to finance capital improvements pursuant to the Clean Water Act. Even though the City is operating under TPDES permits, the City may still be liable for penalties from EPA under the Clean Water Act. Under State law, penalties for violation of State wastewater discharge permits or orders of the TCEQ can be a maximum of $10,000 per day per violation. The Executive Director of the TCEQ also has authority to levy administrative penalties of up to $10,000 per day for violation of TCEQ rules, orders or permits. Orders resulting from a civil action could require the imposition of additional user or service charges or the issuance of additional revenue bonds to finance the capital improvements required to ameliorate a condition that may have caused the violation of a TCEQ permit. The City has experienced sanitary sewer overflows ( "SSOs ") at its six wastewater treatment plants. In response, the City of Corpus Christi Wastewater Department has submitted an application to the TCEQ for resolution of these overflows through the State of Texas Sanitary Sewers Overflow Initiative. It provides a structured, voluntary plan for the management and rehabilitation of the collection system which includes programs for line cleaning, closed circuit televising, as well as an increase in smoke testing analysis. This voluntary plan is a potential ten year, $135 million plan to reduce SSOs within the collection system. As a result of the unauthorized SSOs, the City filed non - compliance reports with the TCEQ in accordance with the requirements of its discharge permits. These reports were reviewed by the EPA and became the subject of enforcement action thereby for the City's alleged failure to comply with the Clean Water Act (33 U.S.C. 1251, et seq.) due to the occurrence of the SSOs. The EPA, on September 19 ,2011, entered separate Findings of Violations and Order for Compliance (the "Administrative Orders ") for each of the City's six wastewater treatment plants, each of which required the City to cease the unauthorized discharges and/or prepare a rehabilitation and repair plan, describing necessary construction projects, to prevent future unauthorized discharges. In compliance with these - 19 - Administrative Orders, the City has initiated contact with the EPA, who is in the process of referring the matter to the United States Department of Justice (the "DOJ") for an enforcement action. The City and the EPA/DOJ are in the process of entering into a tolling agreement that precludes the running of any applicable statutes of limitation that might otherwise bar a claim by the EPA/DOJ in anticipation that the parties will engage in settlement negotiations. Since the date of the Administrative Orders, the City has interacted with the EPA, and in the future anticipates continued interaction and cooperation with the EPA and the DOJ, to address the violations identified in the Administrative Orders. To date, the City has conducted mock audits of its wastewater system and operations in anticipation of similar audits to be required and conducted by the EPA/DOJ. In addition, the City has voluntarily implemented the wastewater collection system management and rehabilitation plan described above through the TCEQ, under which improvements will be made to the City's collection system that are expected to reduce or eliminate SSOs prospectively. Finally, the City anticipates constructing and implementing approximately $98 million in wastewater system improvements over the next three years, some of which will address wastewater collection system deficiencies that have contributed to past SSOs. Negotiations between the City and the EPA/DOJ are in their infancy. Accordingly, the City cannot predict the length of such negotiations or the results thereof. Resolution of these matters will depend on the course of action ultimately agreed upon between the City and EPA/DOJ or ordered by a Federal District Court if the parties are unable to settle the matter. LEGAL MATTERS The City will furnish the Underwriters with a complete transcript of proceedings incident to the authorization and issuance of the Certificates, including the unqualified approving legal opinion of the Attorney General of the State of Texas to the effect that the Certificates are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approval of certain legal matters by Bond Counsel, to the effect that the Certificates, issued in compliance with the provisions of the Ordinance, are valid and legally binding obligations of the City and, subject to the qualifications set forth herein under "TAX MATTERS ", the interest on the Certificates is exempt from federal income taxation under existing statutes, published rulings, regulations, and court decisions. In its capacity as Bond Counsel, Fulbright & Jaworski L.L.P., San Antonio, Texas has reviewed the information under the captions "THE CERTIFICATES ", "REGISTRATION, TRANSFER, AND EXCHANGE," "EFFECT OF THE TAX RATE LIMITATION" (the last three sentences of the first paragraph of such section only). "TAX MATTERS ", "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS ", "CONTINUING DISCLOSURE OF INFORMATION" (except under the subheading "Compliance with Prior Undertakings" as to which no opinion is expressed), and "REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE" in the Official Statement and such firm is of the opinion that the information relating to the Certificates and the Ordinance contained under such captions is a fair and accurate summary of the information purported to be shown and that the information and descriptions contained under such captions relating to the provisions of applicable state and federal laws are correct as to matters of law. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Certificates or which would affect the provisions made for their payment or security, or in any manner questioning the validity of the Certificates will also be furnished. Though it represents the Financial Advisor and the Underwriters from time to time in matters unrelated to the issuance of the Certificates, Bond Counsel has been engaged by and only represents the City in connection with the issuance of the Certificates. The legal fees to be paid Bond Counsel for services rendered in connection with the issuance of Certificates are contingent on the sale and delivery of the Certificates. The legal opinion of Bond Counsel will accompany the Certificates deposited with DTC or will be printed on the definitive Certificates in the event of the discontinuance of the Book - Entry -Only System. Certain legal matters will be passed upon for the City by the City Attorney and for the Underwriters by their counsel, , , Texas, whose fee is contingent on the delivery of the Certificates. The various legal opinions to be delivered concurrently with the delivery of the Certificates express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. - 20 - TAX MATTERS Opinion The delivery of the Certificates is subject to the opinion of Fulbright & Jaworski L.L.P., San Antonio, Texas, Bond Counsel, to the effect that interest on Certificates will be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended to the date of initial delivery of the Certificates (the "Code ") and, except for interest on any Certificates during any period while such Certificate is held by a person who is a "substantial user" of any of the facilities financed or refinanced with the proceeds of the Certificates or by a "related person ", as such term is defined in section 147(a) of the Code; however interest on the Certificates will be included in computing the alternative minimum taxable income of the owners thereof which are individuals or corporations. The statute, regulations, rulings, and court decisions on which such opinion is based are subject to change. Forms of Bond Counsel's opinions appear in Appendix D hereto. Bond Counsel's opinion will note that interest on the Certificates will be a preference item under section 57 of the Code for purposes of the alternative minimum tax imposed under section 55 of the Code, and accordingly will be included in computing the alternative minimum taxable income of owners of the Certificates which are individuals, trusts, estates and corporations. A corporation's alternative minimum taxable income is also the basis on which the environmental tax imposed by section 59A of the Code will be computed. In rendering the foregoing opinions, Bond Counsel will rely upon the representations and certifications of the City made in a certificate of even date with the initial delivery of the Certificates pertaining to the use, expenditure, and investment of the proceeds of the Certificates and will assume continuing compliance by the City with the provisions of the Ordinance subsequent to the issuance of the Certificates. The Ordinance contains covenants by the City with respect to, among other matters, the use of the proceeds of the Certificates and the facilities financed therewith by persons other than state or local governmental units, the manner in which the proceeds of the Certificates are to be invested, the periodic calculation and payment to the United States Treasury of arbitrage "profits" from the investment of the proceeds, and the reporting of certain information to the United States Treasury. Failure to comply with any of these covenants may cause interest on the Bonds to be includable in the gross income of the owners thereof from the date of the issuance of the Certificates. Except as described above, Bond Counsel will express no other legal opinion with respect to any other federal, state or local tax consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Certificates. Bond Counsel's opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the City described above. No ruling has been sought from the Internal Revenue Service (the "IRS ") with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel's opinion is not binding on the IRS. The IRS has an ongoing program of auditing the tax- exempt status of the interest on municipal obligations. If an audit of the Certificates is commenced, under current procedures the IRS is likely to treat the City as the "taxpayer," and the Owners of the Certificates would have no right to participate in the audit process. In responding to or defending an audit of the tax- exempt status of the interest on the Certificates, the City may have different or conflicting interests from the Owners of the Certificates. Public awareness of any future audit of the Certificates could adversely affect the value and liquidity of the Certificates during the pendency of the audit, regardless of its ultimate outcome. Tax Changes Existing law may change to reduce or eliminate the benefit to Registered Owners of the exclusion of interest on the Certificates from gross income for federal income tax purposes. Any proposed legislation or administrative action, whether or not taken, could also affect the value and marketability of the Certificates. Prospective purchasers of the Certificates should consult with their own tax advisors with respect to any proposed or future changes in tax law. Ancillary Tax Consequences Prospective purchasers of the Certificates should be aware that the ownership of tax- exempt obligations such as the Certificates may result in collateral federal tax consequences to, among others, financial institutions, property and casualty insurance companies, life insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, owners of an interest in a financial asset securitization - 21 - investment trust (FASIT), individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax- exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances. Tax Accounting Treatment of Discount Certificates The initial public offering price to be paid for certain Certificates may be less than the amount payable on such Certificates at maturity (the "Discount Certificates "). An amount equal to the difference between the initial public offering price of a Discount Certificate (assuming that a substantial amount of the Discount Certificates of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of such Discount Certificates. A portion of such original issue discount, allocable to the holding period of a Discount Certificate by the initial purchaser, will be treated as interest for federal income tax purposes, excludable from gross income on the same terms and conditions as those for other interest on the Certificates. Such interest is considered to be accrued actuarially in accordance with the constant interest method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Certificate and generally will be allocated to an initial purchaser in a different amount from the amount of the payment denominated as interest actually received by the initial purchaser during his taxable year. However, such accrued interest may be required to be taken into account in determining the alternative minimum taxable income of a corporation, for purposes of calculating a corporation's alternative minimum tax imposed by section 55 of the Code, and the amount of the branch profits tax applicable to certain foreign corporations doing business in the United States, even though there will not be a corresponding cash payment. In addition, the accrual of such interest may result in certain other collateral federal income tax consequences to, among others, financial institutions, property and casualty insurance companies, life insurance companies, S corporations with subchapter C earnings and profits, owners of an interest in a FASIT, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax- exempt obligations. In the event of the sale or other taxable disposition of a Discount Certificate prior to maturity, the amount realized by such owner in excess of the basis of such Discount Certificate in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Discount Certificate was held) is includable in gross income. Owners of Discount Certificates should consult with their own tax advisors with respect to the determination for federal income tax purposes of accrued interest upon disposition of Discount Certificates and with respect to the state and local tax consequences of owning Discount Certificates. It is possible that, under applicable provisions governing determination of state and local income taxes, accrued interest on the Discount Certificates may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment. Tax Accounting Treatment of Premium Certificates The initial public offering price to be paid for certain Certificates may be greater than the stated redemption price on such Certificates at maturity (the "Premium Certificates "). An amount equal to the difference between the initial public offering price of a Premium Certificate (assuming that a substantial amount of the Premium Certificates of that maturity are sold to the public at such price) and its stated redemption price at maturity constitutes premium to the initial purchaser of such Premium Certificates. The basis for federal income tax purposes of a Premium Certificate in the hands of such initial purchaser must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium with respect to the Premium Certificates. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial purchaser is determined by using such purchaser's yield to maturity. Purchasers of Premium Certificates should consult with their own tax advisors with respect to the determination of amortizable bond premium on Premium Certificates for federal income tax purposes and with respect to the State and local tax consequences of owning and disposing of Premium Certificates. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS Section 1201.041 of the Public Securities Procedures Act (Chapter 1201, Texas Government Code) provides that the Certificates are negotiable instruments governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. With respect to investment in the Certificates by municipalities or other political subdivisions or public agencies of the State of Texas, the Public Funds Investment Act requires that the Certificates be assigned a rating of at least "A" or its equivalent as to investment quality by a national rating agency. See "RATINGS" herein. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Certificates are legal investments for state banks, savings banks, trust companies with at least $1 million of capital, and savings and loan associations. The Certificates are eligible to secure deposits of any public funds of the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their market value. The City has made no investigation of other laws, rules, regulations or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Certificates for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Certificates for such purposes. The City has made no review of laws in other states to determine whether the Certificates are legal investments for various institutions in those states. RATINGS The City has made applications for contract ratings on the Certificates to Fitch Ratings ( "Fitch "), Moody's Investors Service, Inc. ( "Moody's "), and Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business ( "S &P "). An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that the ratings of the City will continue for any given period of time or that they will not be revised downward or withdrawn entirely if in the judgment of these companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Certificates. The underlying, unenhanced ratings on the City's currently outstanding limited ad valorem tax- supported indebtedness reflect upgrades received by the City due to the recalibration of municipal credit ratings that both Fitch and Moody's completed in 2010. Moody's released its recalibrated ratings on April 23, 2010 and Fitch released their recalibrated ratings on April 30, 2010. See "CONTINUING DISCLOSURE OF INFORMATION — Compliance with Prior Undertakings" herein. Due to the ongoing uncertainty regarding the economy and debt of the United States of America, including, without limitation, the general economic conditions in the country and developments arising from the Budget Control Act of 2011, including the deliberations and results thereof of the Joint Select Committee on Deficit Reduction, and other political and economic developments that may affect the financial condition of the United States government, the United States debt limit, and the bond ratings of the United States and its instrumentalities, obligations issued by state and local governments, such as the Certificates, could be subject to a rating downgrade. Additionally, if a significant default or other financial crisis should occur in the affairs of the United States or of any of its agencies or political subdivisions, then such event could also adversely affect the market for and ratings, liquidity, and market value of outstanding debt obligations, including the Certificates. NO- LITIGATION CERTIFICATE At the time of delivery of the Certificates, the City will execute and deliver a certificate dated as of the date of delivery to the effect that no litigation has been filed or is then pending to restrain or enjoin the issuance or delivery of the Certificates, or which would affect the provisions made for payment of the principal of and interest on the Certificates or in any manner question the validity of the Certificates. GENERAL INFORMATION The descriptions herein do not purport to be complete and all such descriptions or references are qualified in their entirety by reference to the complete form of the Ordinance or other documents or source they summarize Statements made herein involving estimates or projections, whether or not expressly identified as such, should not be construed to be statements of fact or as representations that such estimates or projections will ever be attained or will approximate actual results. Any summaries or excerpts of constitutional provisions, statutes, ordinances, or other documents do not purport to be complete statements of same and are made subject to all of the provisions thereof. Reference should be made to such original sources in all respects. For additional information with respect to the financial condition of the City, a copy of the July 31, 2011 Comprehensive Annual Financial Report of the City of Corpus Christi, Texas is available upon written request addressed to the Office of the Director of Financial Services, City of Corpus Christi, Corpus Christi, Texas 78469- 9277 or can also be found on the City's website. CONTINUING DISCLOSURE OF INFORMATION In the Ordinance, the City has made the following agreement for the benefit of the Registered Owners of the Certificates. The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Certificates. Under the agreement, the City will be obligated to provide certain updated financial information and operating data annually and timely notice of specified events to the Municipal Securities Rulemaking Board (the "MSRB "). The information provided to the MSRB will be available to the public free of charge via the Electronic Municipal Market Access ( "EMMA ") system through an internet website accessible at www.emma msrb.org. Annual Reports The City will file certain updated financial information and operating data with EMMA annually The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in Appendix A to this Official Statement ( "Financial Information ") under the headings "DEBT PAYABLE FROM TAXES ", "GENERAL REVENUES ", "GENERAL EXPENSES ", "AD VALOREM TAXES ", and "THE TAX INCREMENT FINANCING ACT ", and in Appendix C. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2012. The City will provide the updated information to the MSRB in an electronic format, which will be available through EMMA to the general public without charge. The City may provide updated information in full text or may incorporate by reference certain other publicly available documents, as permitted by SEC Rule 15c2 -12 ( "Rule 15c2 -12 "). The updated information will include audited financial statements, if the City commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide unaudited financial statements by the required time, and audited financial statements when and if such financial statements become available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix C, the Ordinance or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation. The City's current fiscal year end is July 31. Accordingly, it must provide updated information by January 31 in each year following the end of its fiscal year, unless the City changes its fiscal year. If the City changes its fiscal year, it will file with the MSRB. NOTICE OF CERTAIN EVENTS The City will file with the MSRB notice of any of the following events with respect to the Certificates not more than 10 business days after occurrence of the event: (1) principal and interest payment delinquencies; (2) non - payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the federal income tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) modifications to rights of Registered Owners of the Certificates, if - 24 - material; (8) Certificate calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Certificates, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. Neither the Certificates nor the Ordinance make any provision for debt service reserves, credit enhancement, or liquidity enhancement. In addition, the City will provide timely notice of any failure by the City to provide information, data, or financial statements in accordance with its agreement described above under "Annual Reports ". The City will file each notice described in this paragraph with the MSRB. For these purposes, any event described in clause (12) of the immediately preceding paragraph is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. Availability of Information Effective July 1, 2009 (the "EMMA Effective Date "), the SEC implemented amendments to Rule 15c2 -12 which approved the establishment by the MSRB of EMMA, which is now the sole successor to the national municipal securities information repositories with respect to filings made in connection with undertakings made under Rule 15c2 -12 after the EMMA Effective Date. Commencing with the EMMA Effective Date, all information and documentation filing required to be made by the City in accordance with its undertaking made for the Certificates will be made with the MSRB in electronic format in accordance with MSRB guidelines. Access to such filings will be provided, without charge to the general public, by the MSRB. With respect to debt of the City issued prior to the EMMA Effective Date, the City remains obligated to make annual required filings, as well as notices of material events, under its continuing disclosure obligations relating to those debt obligations (which includes a continuing obligation to make such filings with the Texas state information depository (the "SID")). Prior to the EMMA Effective Date, the Municipal Advisory Council of Texas (the "MAC ") had been designated by the State and approved by the SEC staff as a qualified SID. Subsequent to the EMMA Effective Date, the MAC entered into a Subscription Agreement with the MSRB pursuant to which the MSRB makes available to the MAC, in electronic format, all Texas- issuer continuing disclosure documents and related information posted to EMMA's website simultaneously with such posting. Until the City receives notice of a change in this contractual agreement between the MAC and EMMA or of a failure of either party to perform as specified thereunder, the City has determined, in reliance on guidance from the MAC, that making its continuing disclosure filings solely with the MSRB will satisfy its obligations to make filings with the SID pursuant to its continuing disclosure agreements entered into prior to the EMMA Effective Date. Limitations and Amendments The City has agreed to update information and to provide notices of specified events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Certificates at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although Registered Owners may seek a writ of mandamus to compel the City to comply with its agreement. The City may amend its continuing disclosure agreement to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if - 25 - the agreement, as amended, would have permitted an underwriter to purchase or sell Certificates in the offering described herein in compliance with SEC Rule 15c2 -12 and either the holders of a majority in aggregate principal amount of the outstanding Certificates consent or any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders or beneficial owners of the Certificates. If the City amends its agreement, it must include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of information and data provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates, respectively, in the primary offering of the Certificates. Compliance with Prior Undertakings During the past five years, the City has complied in all material respects with continuing disclosure agreements made by it in accordance with SEC Rule 15c2 -12. Due to the recalibration of municipal credit ratings that both Fitch and Moody's completed in 2010, the City received changed ratings on its unenhanced limited ad valorem tax indebtedness from both Moody's (on April 23, 2010) and Fitch (on April 30, 2010) (see "RATINGS" herein). On June 18, 2010, the City filed notice of these material events with the MSRB through EMMA. REGISTRATION AND QUALIFICATION OF CERTIFICATES FOR SALE The sale of the Certificates has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Certificates have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Certificates been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Certificates under the securities laws of any jurisdiction in which the Certificates may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Certificates shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. UNDERWRITING , as the authorized representative of a group of underwriters (the "Underwriters "), has agreed, subject to certain conditions, to purchase the Certificates from the City at the prices indicated on the inside front cover hereof, less an underwriting discount of $ , plus accrued interest on the Certificates from their dated date to their date of initial delivery to the Underwriters. The Underwriters' obligation is subject to certain conditions precedent. The Underwriters will be obligated to purchase all of the Certificates if any Certificates are purchased. The Certificates may be offered and sold to certain dealers and others at prices lower than such public offering price, and such public prices may be changed from time to time, by the Underwriters. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. FINANCIAL ADVISOR M.E. Allison & Co., Inc. (the "Financial Advisor") is employed by the City in connection with the issuance of the Certificates and in such capacity, has assisted the City in compiling documents related thereto. Although the Financial Advisor assisted in drafting this Official Statement, the Financial Advisor has not independently verified all of the data contained in it or conducted a detailed investigation of the affairs of the City to determine the accuracy or completeness of this Official Statement. No person should presume that the limited participation of the - 26 - Financial Advisor means that the Financial Advisor assumes any responsibility for the accuracy or completeness of any of the information contained in the Official Statement. The fee of the Financial Advisor for services rendered is contingent upon the issuance and sale of the Certificates. The Financial Advisor has reviewed the information in this Official Statement in accordance with its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. INDEPENDENT ACCOUNTANTS This Official Statement includes the combined financial statements of the City for the fiscal year ended July 31, 2011. These combined financial statements have been examined by Collier, Johnson & Woods, P.C., Independent Certified Public Accountants, as stated in their report set forth in Exhibit C to this Official Statement. The City has not requested Collier, Johnson & Woods to reissue its audited financial statements and Collier, Johnson & Woods has not performed any procedures in connection with this Official Statement. MISCELLANEOUS All information contained in this Official Statement is subject, in all respects, to the complete body of information contained in the original sources thereof and no guaranty, warranty or other representation is made concerning the accuracy or completeness of the information herein. In particular, no opinion or representation is rendered as to whether any projection will approximate actual results, and all opinions, estimates and assumptions, whether or not expressly identified as such, should not be considered statements of fact. No person has been authorized to give any information or to make any representations other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer of solicitation. FORWARD LOOKING STATEMENTS The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward - looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward- looking statements. All forward - looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward - looking statements. It is important to note that the City's actual results could differ materially from those in such forward - looking statements. The forward - looking statements herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward - looking statements included in this Official Statement would prove to be accurate. AUTHORIZATION OF THE OFFICIAL STATEMENT The Official Statement will be approved as to form and content and the use thereof in the offering of the Certificates will be authorized, ratified and approved by the City Council on the date of sale, and the Underwriters will be furnished, upon request, at the time of payment for and the delivery of the Certificates, a certified copy of such approval, duly executed by the proper officials of the City. The Ordinance will also approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto issued on behalf of the City, and authorize its further use in the reoffering of the Certificates by the Underwriters. * * * This Official Statement has been approved by the City Council of the City for distribution in accordance with the provisions of Rule 15c2 -12 codified at 17 C.F.R. Section 240.15c2 -12. ATTEST: /s/ City Secretary By: /s/ Mayor [The remainder of this page intentionally blank.] APPENDIX A FINANCIAL INFORMATION DEBT PAYABLE FROM TAXES Bonded Debt The table below shows the amount of direct tax supported debt of the City as of July 1, 2012 and adjusted to include the Certificates. 2011 Assessed Valuation (100% of Market Value) Less: Exemptions Net Taxable Assessed Valuation(') General Improvement Bonds Outstanding(2) Combination Tax and Revenue Certificates of Obligation Outstanding(2) 2008 Tax Notes 2012 Public Property Financal Contractual Obligations The Certificates* Total Indebtedness Payable from Taxes* Less: Self- Supporting Debt(3) Available Interest & Sinking Funds(') Net Indebtedness Payable from Taxes* $82,067,578 2,241,147 $ 17,882,164,397 3,796,359,499 $ 14,085,804,898 92,210,000 3,275,000 7,390,000 5,970,000 $ 84,308.725 Ratio Total Debt to 2011 Net Taxable Assessed Valuation Ratio Net Debt to 2011 Net Taxable Assessed Valuation 2011 Estimated City Population 307,728 Total Debt Per Capita $ Net Debt Per Capita $ * Preliminary, subject to change. (1) Pursuant to authority permitted by Section 1 -b, Article VIII of the State Constitution, the City has granted an exemption of $50,000 of market valuation to the residence homestead of property owners over 65 years of age and an exemption of $50,000 of market valuation for disabled property owners. Also, the legislature, pursuant to a constitutional amendment and Section 11.22 of the Property Tax Code, mandated an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces. The exemption from taxation applies to either real or personal property with the amount of assessed valuation exempted ranging from $1,500 to $3,000, depending on the amount of disability or whether the exemption is applicable to surviving spouse or children. Starting in tax year 1996, the exemption increased in range from $5,000 to $12,000 of assessed value. A disabled veteran who receives from the United States Department of Veterans Affairs or its successor 100% disability compensation due to a service- connected disability and a rating of 100% disabled or of individual unemployability is entitled to an exemption from taxation of the total appraised value of the veteran's residence homestead. Furthermore, following the approval by the voters at a November 8, 2011 statewide election, effective January 1, 2012, the surviving spouse of a deceased veteran who had received a disability rating of 100% is entitled to receive a residential homestead exemption equal to the exemption received by the deceased spouse until such surviving spouse remarries. Additionally, State law provides that an eligible over of agricultural land or timberland may apply to have such property appraised on the basis of productivity value or on the basis of market value, whichever is less. A 1981 constitutional amendment provides local governments the option of granting homestead exemptions of up to 30% of market value for the 1985 through 1987 tax years, and up to 20% of market value thereafter. Minimum exemption is $5,000. Since tax year 1982, the City has granted a homestead exemption of 10% of market value or $5,000, whichever is greater. The constitutional amendment further provides that taxes may continue to be levied against the value of the homestead exemption where ad valorem taxes have been previously pledged for the payment of debt, if cessation of the levy would impair the obligation of the contract by which the debt was created. The appraisal of property within the City is the responsibility of the Nueces County Appraisal District (the "Appraisal District "). The Appraisal District is required under the Property Tax Code to assess all property within the Appraisal District on the basis of 100% of its value and is prohibited from applying any assessment ratios. In determining market value of property, different methods of appraisal may be used, including the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and the method considered most appropriate by the chief appraiser is to be used. State law requires the appraised value of a residence homestead to be based solely on the property's value as a residence homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a residence homestead for a tax year to an amount that would not exceed either the lesser of (1) the property's market value in the most recent tax year in which it was assessed or (2) the sum of (a) 10% of the property's appraised value in the preceding tax year, plus (b) the property's appraised value the preceding tax year, plus (c) the market value of all new improvements to the property. The value placed upon property within the Appraisal District is subject to review by the Appraisal Review board, consisting of seven members appointed by the Board of Directors of the Appraisal District. However, the Nueces County Appraisal District reappraises the value of property every Appendix A -1 year. The City is entitled to challenge the determination of appraised value of property by category within the City by petition filed with the Appraisal Review Board. On November 2, 2004, voters of the City approved freezing the ad valorem taxes for citizens 65 or older, or disabled, and their spouses on homesteads owned thereby. Discount Bonds are shown at original issue amount. To continue to maintain this debt as self - supporting, transfers have been made from the Tourist and Convention revenues and Airport Parking and Texas State Aquarium revenues, Lexington Museum, Airport Lease revenues and parking, Reinvestment Zone #2, Municipal Hotel Occupancy Taxes, Marina, Golf Centers, Storm Water, and Solid Waste in amounts sufficient to pay both principal and interest on the self - supporting debt. The anticipated Interest and Sinking Fund balance as of July 31, 2012 is $9,660,116. After deducting 23.2% or $2,241,147 which applies to self - supporting debt, the balance of the Interest & Sinking Fund applicable to tax supported debt of $7,418,969. [The remainder of this page intentionally left blank.] Appendix A -2 Estimated Overlapping Debt Expenditures of the various taxing bodies, such as school and special districts, within the territory of the City of Corpus Christi are paid out of ad valorem taxes levied by these taxing bodies on properties within the City. These political taxing bodies are independent of the City and may incur borrowings to finance their expenditures. The City has not independently verified the accuracy or completeness of such information as being accurate or complete. Furthermore, certain entities listed may have issued additional bonds since the date stated in the table, and such entities may have programs requiring the issuance of a substantial amount of additional bonds, the amounts of which cannot be determined. The following table reflects the estimated share of overlapping net debt of these various taxing bodies. Taxing Body Calallen I.S.D. Corpus Christi I.S.D. Del Mar College District Flour Bluff I.S.D. London I.S.D. Nueces County (excluding special districts) Nueces County Hospital District Nueces County WC &ID No. 4 Port Aransas I.S.D. Tuloso- Midway I.S.D. West Oso I.S.D. Total Gross Overlapping Debt Overlapping Gross Debt($) As Of 44,871,819 4/30/2012 325,460,000 4/30/2012 85,405,000 4/30/2012 4,785,000 4/30/2012 10,874,620 4/30/2012 109,040,000 4/30/2012 6,845,000 4/30/2012 0 4/30/2012 7,149,998 4/30/2012 49,958,468 4/30/2012 31,629,130 4/30/2012 Percent Overlapping( %)(2) 39.77 94.22 92.14 85.45 3.85 37.05 37.05 0.47 70.08 50.16 32.16 Net Debt($)(' 17,845,522 306,648,412 78,692,167 4,088,783 418,673 40,399,320 2,536,073 5,010,719 25,059,168 10,171,928 490,870,764 (1) Discount bonds are shown at original issue amount excluding subsequent compounding. (2) Overlapping percentage represents the percentage of the estimated land area of the particular entity covered by the City. Source: Municipal Advisory Council of Texas, Texas Municipal Reports and the City. Debt Ratios The following table shows a comparison of the ratios of net tax supported debt, estimated net overlapping debt and combined net debt to assessed value of taxable property and estimated population in the City for the past five fiscal years. For the purpose of this table, net direct debt consists of the City's tax supported debt less the amounts considered for self - supporting debt and applicable interest and sinking funds. Net Taxable Assessed Valuation Estimated Population Net Direct Debt - Tax Supported Ratio to Assessed Value Per Capita Net Overlapping Debt Ratio to Assessed Value Per Capita Net Direct and Net Overlapping Debt Ratio to Assessed Value Per Capita 2012($)x') 14,085,804,898 307,728 2011($) 13,900,137,536 305,215 212,546,610 1.53% 696 492,634,066 3.54% 1,614 705,090,676 5.07% 2,310 (1) Adjusted to include the Certificates; preliminary, subject to change. Appendix A -3 2010($) 14,440,609,740 300,000 227, 209,148 1.57% 756 423,475,393 2.92% 1,412 650,684,541 4.50% 2,169 2009($) 13,813,335,014 297,447 227,358,677 1.65% 763 412,626,414 2.98% 1,387 639,985,091 4.62% 2,152 2008($) 13,410,861,047 297,447 152,501,365 1.14% 512 301,494,843 2.24% 1,014 453,996,208 3.38% 1,526 Pro Forma Debt Service Requirements - Tax Supported Bonds The following table sets forth the principal and interest requirements on the City's outstanding tax supported debt. OUTSTANDING TAX SUPPORTED DEBT THE CERTIFICATES* TOTAL TAX SUPPORTED DEBT* FY Principal($) Interest($) Total($) Principal($) Interest($)(') Total($) Principal($) Interest($) Total($) 2013 124,979 124,979 2014 214,250 214,250 2015 185,000 214,250 399,250 2016 190,000 210,550 400,550 2017 195,000 206,750 401,750 2018 200,000 202,850 402,850 2019 200,000 198,850 398,850 2020 205,000 194,850 399,850 2021 210,000 188,700 398,700 2022 220,000 182,400 402,400 2023 225,000 175,800 400800 2024 230,000 169,050 399,050 2025 240,000 159,850 399,850 2026 250,000 152,650 402,650 2027 255,000 145,150 400,150 2028 265,000 137,500 402,500 2029 275,000 126,900 401,900 2030 285,000 115,900 400,900 2031 295,000 104,500 399,500 2032 305,000 92,700 397,700 2033 320,000 80,500 400,500 2034 330,000 67,700 397,700 2035 345,000 54,500 399,500 2036 365,000 37,250 402,250 2037 380,000 19,000 399,000 5,970,000 3,577,379 9,547,379 * Preliminary, subject to change. (1) Interest calculated at an assumed rate for purposes of illustration. Appendix A-4 Interest and Sinking Fund Management A ten year record of the City's policy of maintaining substantial reserves for the next year's debt service requirement on the City's Tax Supported Debt is set out below: Year Ended 7 -31 -2002 7 -31 -2003 7 -31 -2004 7 -31 -2005 7 -31 -2006 7 -31 -2007 7 -31 -2008 7 -31 -2009 7 -31 -2010 7 -31 -2011 Principal and Interest Requirements($) 23,613,985(3) 24,221,824(4) 26,360,208 27,769,909 27, 996, 942(5) 30,610,155 29,211,053 34,200,614 32,909,628 31,558,671 Tax Collections & Other Revenue($) (1) 22,817,235 24,846,218 25,704,993 26,846,675 27,935,063 31,988,938 34,200,653 35,065,792 35,606,385 34,906,020 I &SF Balance End of Year($) (2) 11,282,621 11,907,015 11,251,800 10,328,564 10,255,911 11,622,271 16,591,514 10,134,301 11,923,519 14,436,907 Percent of Next Year's Requirements( %) 48.1 46.2 42.2 39.0 33.5 40.8 66.8 29.6 36.2 45.7 Other revenue includes transfers from Enterprise funds for self - supporting debt, interest on reserve and construction funds and other sources. Since 1988 the principal and interest requirements and Interest and Sinking Fund balance have included the Tax Increment Financing Zone debt, which is funded by taxes from the City, Nueces County, Corpus Christi Independent School District, and the Corpus Christ Junior College District. In 2004, the bonds associated with the Tax Increment Financing Zone #1 matured. This table removes the Tax Increment Financing Zone debt and reflects only the City's debt. On December 1, 2001, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of $11,340,000 includes $197,291 in bond issuance expenses paid on this refunding issue. On April 1, 2003, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of $22,575,000 includes $338,430 in bond issuance expenses paid on this refunding issue. On September 1, 2004, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of $27,769,909 includes $365,529 in bond issuance expenses paid on this refunding issue. On June 1, 2005, a partial refunding of the City's General Improvement Bonds was effected to take advantage of lower interest rates. Principal and interest in the amount of $27,769,909 includes $1,129,938 in bond issuance expenses paid on this refunding issue. The remainder of this page intentionally left blank.] Appendix A -5 Detailed Interest and Sinking Fund Management Index Actual Actual Actual Actual Actual 2010-11($) 2009-2010($) 2008-2009($) 2007-2008($) 2006-2007($) Balance on Hand Previous Year 11,923,519 10,134,301 16,591,514 11,622,271 10,255,912 Revenues: Ad Valorem Taxes 27,221,210 27,345,690 26,227,912 24,884,901 22,036,645 Payment from Texas State Aquarium 373,232 361,107 518,318 508,685 518,117 Payment from Lexington Museum Associates 275,647 272,796 285,022 248,868 347,173 Payment from Corpus Christi Cony. & Visitors -- -- -- -- -- Harbor Playhouse contribution for TESS Art Museum Bureau to TESS Fund Contributions: Transfer from Airport Fund 37,851 204,450 198,181 423,206 510,582 Transfer from Golf Centers Fund 11,007 10,919 10,980 64,763 -- Transfers from Reinvestment Zone #1 -- -- -- Transfer from Hotel Occupancy Tax Fund 1,991,680 2,492,473 2,489,296 1,886,648 2,492,278 Transfer from Visitors Facility Fund -- -- 15,026 15,169 Transfer from General Fund 4,821,415 4,676,897 4,330,611 4,185,390 3,818,052 Transfer from Maintenance Services Fund -- -- -- 147,051 148,448 Transfer from Municipal Information Seryices Fund -- -- -- 196,869 200,194 Transfer from Marina Revenue Fund 19,069 18,917 19,023 76,910 123,779 Transfer from Utility System Fund 98,145 133,644 176,951 998,216 1,193,334 Transfer from Stores Fund -- -- -- 14,523 14,661 Transfer from Liability and Employee Benefits Fund 15,522 15,669 Transfer from Development Services Fund -- 12,888 Interest on Investments 46,764 89,492 283,267 534,075 541,948 Other Revenues Net Proceeds from Refunding Bonds Miscellaneous Total Revenues 10,000 34,906,020 35,606,385 526,230 35,065,791 34,200,653 31,988,937 Expenditures: Principal retired 17,225,924 19,485,000 30,245,000 17,840,000 20,065,000 Interest 16,649,639 14,313,227 11,264,815 11,371,053 10,545,155 Paying agent fees 17,699 18,940 13,189 10,857 12,423 Bond Issuance Cost -- -- -- 9,500 -- Total expenditures 32,392,632 33,817,167 41,523,004 29,231,410 30,622,578 Closing Ba1ance(1) 14,436,907 11,923,519 10,134,301 16,591,514 11,622,271 (1) The City anticipates a Closing Balance as of July 31, 2012 of $9,660,116. Appendix A-6 General Fund Balances Fiscal Year Ending July 31 2011($) 2010($) 2009($) 2008($) 2007($) Revenues: Taxes & business fees 120,077,657 115,988,341 117,074,319 115,198,120 111,500,632 Licenses and permits 4,885,342 3,288,415 3,700,195 3,576,249 3,399,993 Intergovernmental 411,412 356,181 715,443 403,127 497,520 Charges for services 55,357,860 52,553,384 50,802,031 48,952,962 44,505,375 Fines and forfeitures 4,710,688 5,652,401 6,897,078 6,825,170 6,907,942 Interest on investments 185,159 335,931 707,797 1,532,486 1,500,447 Miscellaneous 2,117,526 1,685,715 1,275,286 1,199,353 1,064,729 Total Revenues 187,745,644 179,860,368 181,172,149 177,687,467 169,376,638 Expenditures: General government 15,605,207 17,324,672 17,726,201 16,131,881 14,298,422 Public safety 114,239,238 109,770,949 107,255,349 102,772,631 98,665,201 Streets 15,182,605 14,601,145 15,937,459 14,224,719 13,183,111 Solid Waste 22,417,906 18,160,649 16,985,429 18,249,243 15,168,861 Health 4,548,717 4,807,657 4,659,525 4,428,969 4,154,426 Community enrichment 18,974,005 20,066,220 19,845,314 20,773,243 17,885,895 Miscellaneous(1) 145,511 -- -- -- Debt service: Principal Retired 1,844,154 2,763,223 2,111,227 3,018,049 3,073,876 Interest 1,899,028 292,268 236,828 237,267 198,600 Total Expenditures 194,856,371 187,786,783 184,757,332 179,836,002 166,628,392 Excess (deficiency) of revenues over expenditures (7,110,727) (7,926,415) (3,594,183) (2,148,535) 2,748,246 Other fmancing sources (uses): Capital leases 5,655,103 4,110,898 3,746,061 2,623,408 3,447,512 Operating Transfers in 10,265,053 9,989,823 4,246,170 4,981,976 4,623,722 Operating Transfers out (7,592,941) (7,089,914) (6,343,795) (5,673,653) (5,405,534) Total other fmancing sources (uses) 8,327,215 7,010,807 1,648,436 1,931,731 2,665,880 Excess (deficiency) of revenues and other sources over expenditures and other uses ** 1,216,488 (915,608) (1,945,747) (216,804) 5,414,126 Fund balance at beginning of year 29,348,444 30,264,053 32,209,800 32,426,604 27,012,478 Fund balance at end of year 30,564,932 29,348,445 30,264,053 32,209,800 32,426,604 ** Operating deficits were planned draws. (1) Beginning 2005, Miscellaneous expenditures were reclassified to General Government. Appendix A -7 Industrial Districts During 1980, the City designated two areas of land within its extraterritorial jurisdiction as industrial district areas for the purpose of establishing industrial district contracts. An annual in lieu of tax payment is collected from industries located thereon in return for continuation of their extraterritorial status. Both areas combined comprise approximately 14,020 acres. The improvements located thereon are primarily commercial or industrial in nature. The area designated as Industrial District Number One is located on the City's northeast side contiguous to Nueces Bay and the harbor area. Industrial District Number Two is located on the City's northwest side and is bound primarily by the east City limit line, F.M. Road 1694 and State Highway 44. The City's authority to designate industrial districts is provided under Section 42.044, Local Government Code of the Revised Civil Statutes of Texas and extends to the entire extraterritorial jurisdiction of the City. Subsequent to the designation of the above mentioned area, all owners or lessees of property used for industrial purposes in either area were provided an opportunity to execute one or two industrial district agreements approved by the City. The agreement would provide an industry immunity from annexation for the term of the contract (presently ten years), and allow an extension of the agreement beyond that period by mutual agreement. The agreement also provides for an annual in lieu of tax payment based on the market value of property within each company's designated industrial district. The payment is computed by applying the tax rate to 100 percent of the market value of the industrial district's land and to 60 percent of the market value of improvements located on such land. New improvements completed since January 1974, are considered at a reduced percentage of market value (i.e., on a sliding scale up to 60 percent). An additional 15 percent of market value of an industry's improvement property is considered in calculating the payment if an industry is not a member of the Refinery Terminal Fire Company and depends on the City Fire Department for fire protection. All in lieu of tax payments are recorded as revenue to the City's General Fund. The agreements first became effective January 1, 1981, and the City Council has authorized three extensions of all contracts, the last being effective January 1, 2005. Fifty -eight companies are now operating under industrial district agreements. The total assessed value of land and improvements comprising all the existing industrial districts approximated $2,693,904,881 as of January 1, 2011. The City received industrial district payments as follows: Fiscal Year Amount($) 2001 -02 5,630,018 2002 -03 5,797,952 2003 -04 5,913,767 2004 -05 5,752,858 2005 -06 5,839,686 2006 -07 5,899,224(1) 2007 -08 5,653,371(1) 2008 -09 6,002,640 2009 -10 6,104,418 2010 -11 6,156,789 "' The City Council adopted a financial policy to adopt the effective tax rate which lowered the actual property tax rate. Since the assessed values for the industrial district properties did not materially increase, the industrial district payments decreased. Appendix A -8 Sales and Use Tax The City imposes a 1% City sales and use tax which is now one of the major sources of income for the General Fund. Revenues from Sales Tax for the past ten fiscal years have been as follows: % of Ad Equivalent of Sales Tax Per Total Valorem Ad Valorem Capita Last Fiscal Year Collected($) Tax Levy Tax Rate Census ($) 2001 -2002 32,674,742 63.17 0.41 117.77 2002 -2003 32,351,154 59.60 0.38 116.60 2003 -2004 34,120,633 59.20 0.38 122.98 2004 -2005 36,367,571 63.09 0.41 128.95 2005 -2006 39,442,670 60.46 0.38 131.65 2006 -2007 42,082,398 61.68 0.37 142.37 2007 -2008 44,345,165 61.57 0.42 149.09 2008 -2009 44,416,163 57.50 0.32 149.32 2009 -2010 40,460,050 50.87 0.28 134.87 2010 -2011 44,478,983 55.92 0.31 148.26 AD VALOREM TAXES Subject to certain exemptions, the property tax is imposed on real and personal property situated in the City. In addition to exemptions discussed below, principal categories of exempt property include property owned by the State of Texas or its political subdivisions if the property is used for public purposes; property exempt from ad valorem taxation by federal law; certain household goods, family supplies, and personal effects; farm products owned by producers; certain property associated with charitable organizations, use and development associations, religious organizations, and qualified schools; designated historic sites; solar and wind powered energy devices; and most individually owned automobiles. In addition, owners of agricultural and open space land, under certain circumstances, may request valuation of such land on the basis of productive capacity rather than market value. Exemptions - Over 65 and Disabled Pursuant to provisions of the Texas Constitution, the City may exempt an amount from the assessed valuation on the homesteads of persons 65 years of age or older and certain disabled persons to the extent approved by the City Council (and must grant an exemption to the extent voted by the majority of the City's voters at an election called upon a petition of 20% of the number of voters voting in the City's most recent election). If a disabled or elderly person dies in a year in which the person received a residence homestead exemption, the total amount of ad valorem taxes imposed on the homestead by the taxing unit may not be increased while it remains the residence homestead of that person's surviving spouse if (i) the spouse was fifty-five years of age or older at the time of the person's death, (ii) the surviving spouse was at least 55 years of age when the spouse died, and (iii) the property was the residence homestead of the surviving spouse when the spouse died and the property remains the residence property of the surviving spouse. Disabled Veterans Exemptions Beginning with the tax year 1976, under provision of the Texas Constitution, the City must grant an exemption ranging from $1,500 to $3,000 of assessed value of residential homesteads or personal property of disabled veterans who file for the exemption based on a formula of the percent of disability claimed. Starting in tax year 1996, the exemption increased in range from $5,000 to $12,000 of assessed value. Section 11.131 of the Texas Tax Code states that a disabled veteran who receives from the United States Department of Veterans Affairs or its successor 100% disability compensation due to a service - connected disability and a rating of 100% disabled or of individual unemployability is entitled to an exemption from taxation of the total appraised value of the veteran's residence homestead. Following the approval by the voters at a November 8, 2011 statewide election, effective January 1, 2012, the surviving spouses of a deceased veteran who had received a disability rating of 100% is entitled to receive a Appendix A -9 residential homestead exemption equal to the exemption received by the deceased spouse until such surviving spouse remarries. Exemption - Local Option Under provisions of a Constitutional Amendment, the City has the option of granting a homestead exemption of up to 20% of market value. Minimum exemption is $5,000. For the years beginning with 1982, the City has granted 10% of market value or $5,000 exemptions, whichever is greater. In a statewide election held on September 13, 2003, Texas voters approved an amendment to Section 1 -b, Article VIII of the Texas Constitution, that would authorize a county, city, town or junior college district to establish an ad valorem tax freeze on residence homesteads of the disabled and of the elderly and their spouses. On November 2, 2004, citizens approved the establishment of the tax limitations described above. Once the tax limitation is established, the total amount of ad valorem taxes imposed by the City on a homestead that receives the exemption may not be increased while it remains the residence homestead of that person or that person's spouse who is disabled or sixty -five years of age or older, except to the extent the value of the homestead is increased by improvements other than repairs. If a disabled or elderly person dies in a year in which the person received a residence homestead exemption, the total amount of ad valorem taxes imposed on the homestead by the taxing unit may not be increased while it remains the residence homestead of that person's surviving spouse if (i) the spouse was 55 years of age or older at the time of the person's death, (ii) the surviving spouse was at least 55 years of age when the spouse died, and (iii) the property was the residence homestead of the surviving spouse when the spouse died and the property remains the residence property of the surviving spouse. In addition, the Texas Legislature by general law may provide for the transfer of all or a proportionate amount of the tax limitation applicable to a person's homestead to be transferred to the new homestead of such person if the person moves to a different residence within the taxing unit. Once established, the governing body of the taxing unit may not repeal or rescind the tax limitation. The remainder of this page intentionally left blank.] Appendix A -10 Assessed Valuations The Nueces County Appraisal District provided the City with a certified appraisal roll on July 22, 2011, for tax year 2011. The following table sets forth a comparison of the total net taxable property assessed valuation as of January 1 for the past ten years: Tax Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Basis of Assessment(%) 100 100 100 100 100 100 100 100 100 100 Real Property Personal Property Net Taxable Estimated Assessed Value($) (1) Market Value($) 7,425,008,625 8,922,477,009 7,926,634,055 9,525,269,802 8,465,741,365 10,272, 93 5,304 9,304,960,019 11,130,529,932 10,234,441,848 12,166,23 9,146 11,694,623,855 14,084,066,107 12,361,873, 857 14,738,45 5,220 13,15 5, 520, 834 15,599,675,802 12,728,912,006 15,899,330,012 12,310,233,012 15 , 640, 922,141 Net Taxable Assessed Value($) (') 1,001,648,102 1,021,262,343 1,173,820,407 1,183,064,809 1,186,864,070 1,416,208,996 1,451,461,157 1,285,088,906 1,171,225,530 1,775,571,885 Estimated Market Value($) 1,047,865,471 1,091,986,683 1,191,484,860 1,230,303,736 1,247,502,997 1,447,200,791 1,481,661,131 1,523,844,670 1,462,945,239 2,255,975,300 Net Taxable Assessed Value($) (1) 8,426,656,727 8,947,896,398 9,639,561,772 10,488,024,828 11,421,305,918 13,110,832,851 13,813,335,014 14,440,609,740 13,900,137,536 14,085,804,898 Totar) Estimated Market Value($) 9,970,342,480 10,617,256,485 11,464,420,164 12,360,833,660 13,413,742,143 15,531,266,898 16,220,116,351 17,123,520,472 17,362,275,251 17,896,897,441 Percentage of Increase (Decrease)(%) 5.3% 6.5% 8.0% 7.7% 8.6% 15.8% 4.5% 5.6% 1.4% 3.1% Amounts shown are net taxable assessed values after the following deductions: residential homestead exemptions including exemptions granted to persons disabled and/or 65 years of age and older; exemptions granted to disabled and deceased veterans; productivity value loss; tax abatements; and agricultural use. Exemptions are granted to disabled veterans or their survivors based upon a percentage of type of disability with a minimum exemption of $1,500 and a maximum exemption of $3,000. Starting in fiscal year 1996-97, these exemptions increased to a new range: from a minimum of $5,000 to a maximum of $12,000 of assessed value. Mobile homes, while classified as personal property, may be residential homesteads. Under the provisions of a Constitutional Amendment, the City has the option of granting homestead exemption of up to 20% of market value. Minimum exemption is $5,000. Since tax year 1982, the City has granted a homestead exemption of 10% of market value or $5,000, whichever is greater. [The remainder of this page intentionally left blank.] Appendix A-11 Exemptions - Over 65 Exemptions Tax Assessed Value Number of Assessed Value Average Year Exemption($) (1) Exemptions of Exemptions($) Value($) 2003 50,000 16,602 713,508,103 42,977 2004 50,000 16,670 729,550,443 43,764 2005 50,000 16,770 747,885,037 44,597 2006 50,000 16,795 756,289,977 45,031 2007 50,000 16,959 774,587,868 45,674 2008 50,000 17,166 802,600,366 46,755 2009 50,000 17,177 802,699,473 46,731 2010 50,000 17,375 819,145,241 47,145 2011 50,000 17,868 841,638,516 47,103 Disabled Taxpayers Exemptions Tax Assessed Value Number of Assessed Value Average Year Exemption($) (1) Exemptions of Exemptions($) Value($) 2003 50,000 2,880 115,715,191 40,179 2004 50,000 3,038 124,941,699 41,126 2005 50,000 3,270 136,391,738 41,710 2006 50,000 3,543 153,034,972 43,194 2007 50,000 3,858 169,395,823 43,908 2008 50,000 4,074 184,952,780 45,398 2009 50,000 4,280 194,297,769 45,397 2010 50,000 4,504 204,995,262 45,514 2011 50,000 4,679 205,544,886 43,929 Disabled Veterans Exemptions Tax Assessed Value Number of Assessed Value Average Year Exemption(') Exemptions of Exemptions($) Value($) 2003 (2) 2,241 20,755,630 9,262 2004 (2) 2,404 22,271,738 9,264 2005 (2) 2,562 23,814,922 9,295 2006 (2) 2,675 24,676,948 9,225 2007 (2) 2,822 26,170,310 9,274 2008 (2) 2,994 27,809,472 9,288 2009 (2) 3,100 30,377,347 9,799 2010 (2) 3,247 41,283,581 12,714 2011 (2) 3,687 96,175,499 26,085 See notes, next page. Homestead Exemption -Local Option Tax Assessed Value Number of Year Exemption' Exemptions 2003 (3) 56,051 2004 (3) 56,560 2005 (3) 57,473 2006 (3) 57,748 2007 (3) 58,305 2008 (3) 58,784 2009 (3) 59,186 2010 (3) 60,121 2011 (3) 59,624 (3) Assessed Value of Exemptions($) 434,924,406 467,542,416 503,873,807 540,248,333 583,485,482 668,799,297 697,842,878 744,021,763 704,863,979 Average Value($) 7,759 8,266 8,767 9,355 10,007 11,377 11,791 12,375 11,822 This exemption was granted pursuant to an election held on April 6, 1987, called upon petition of the voters of the City. Beginning with tax year 1976, under provision of the Texas Constitution, the City must grant an exemption ranging from $1,500 to $3,000 of assessed value of residential homesteads or personal property of disabled veterans who file for the exemption based on a formula of the percent of disability claimed. Starting in tax year 1996, the exemption increased in range. The new range is from $5,000 to $12,000 of assessed value. Under provisions of a Constitutional Amendment, the City has the option of granting homestead exemption of up to 20% of market value. Minimum exemption is $5,000. The City has granted 10% of market value or $5,000 exemptions, whichever is greater. Tax Abatement State law authorizes subdivisions of the State of Texas to grant tax abatements to any person, organization or corporation in order to stimulate economic development within the State. Consequently, the City Council has adopted a resolution establishing criteria whereby the City will, on a case -by -case basis, give consideration to providing tax abatement to any qualifying applicant. Generally, the period of abatement is for up to two years during the period of construction and for five years thereafter with a maximum period not to exceed seven years. The percentage of tax abated shall be determined based upon permanent jobs provided by the project as follows: 0% on 49 or less; 50% on 50 to 99; 75% on 100 to 199; 100% on over 200. Notwithstanding the resolution adopted by the City Council, or the criteria attendant thereto, it is not implied or suggested that the City is under any obligation to provide tax abatement to any applicant. As of January 1, 2011 the estimated value of property in the City that was subject to tax abatement is $482,650,287. Tax Rates and Limitations The maximum tax rate permitted by the Constitution of Texas is $2.50 per $100 of assessed valuation. On April 3, 1993, the citizens of Corpus Christi voted to amend the City Charter which contained a tax limitation of $0.68 per $100 of assessed valuation for all purposes including debt service. The amended Charter provides for the tax rate to increase up to the State limit for voter approved debt authorized after April 4, 1993. The ad valorem tax rate is levied each year by the City Council through the adoption of a tax rate ordinance. Effective January 1, 2000, all taxing units must adopt their tax rates before the later of September 30 or the 60th day after the taxing unit receives the appraisal roll. The following table indicates the tax rate distribution for the past nine tax years and current tax year. The remainder of this page intentionally left blank.] Tax Rate Distribution (per $100) Tax Year General Fund($) Interest & Sinkin2 Funds($) Total($) 2002 0.460031 0.184144 0.644175 2003 0.466554 0.177621 0.644175 2004 0.460000 0.174175 0.634175 2005 0.426624 0.199175 0.625799 2006 0.403197 0.199175 0.602372 2007 0.364671 0.199175 0.563846 2008 0.364671 0.199175 0.563846 2009 0.364671 0.199175 0.563846 2010 0.385131 0.197138 0.582269 2011 0.380339 0.190218 0.570557 Truth -in- Taxation Limitation Under Title 1 of the Texas Tax Code (known as the "Property Tax Code "), the City must annually calculate and publicize its "effective tax rate" and "rollback tax rate ". A tax rate cannot be adopted by the City Council that exceeds the lower of the rollback tax rate or the effective tax rate until two public hearings are held on the proposed tax rate following a notice of such public hearings (including the requirement that notice be posted on the City's website if the City owns, operates or controls an internet website and public be given by television if the City has free access to a television channel) and the City Council has otherwise complied with the legal requirements for the adoption of such tax rate. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to determine whether to reduce the tax rate adopted for the current year to the rollback tax rate. "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not included in this year's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from this year's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. Levy and Collection of Taxes The City has contracted for the collection of its property taxes with the Nueces County Tax Assessor /Collector. In July or August of each year, the rate of taxation is set by the City Council based upon the valuation of property within the City as of January 1. Ad valorem taxes are due on receipt of a tax bill and payable from October 1 of the year in which levied until January 31 of the following year without interest or penalty. Split payments are not allowed. On February 1, the unpaid taxes become delinquent and have a penalty and interest charge of seven (7 %) percent. Taxes delinquent from March 1 through June 30 have an additional penalty and interest charge of two (2 %) percent per month for a total penalty and interest charge of fifteen (15 %) percent. Taxes delinquent on July 1 have a total penalty and interest charge of eighteen (18 %) percent. Taxes delinquent on July 1 accrue an additional fifteen (15 %) percent for collection cost of taxes. Unpaid taxes after July 31 accrue an additional interest charge of one (1 %) percent per month until paid. The Property Tax Code makes provision for discounts for early payment and the postponement of the delinquency date under certain circumstances. Fiscal year 1991 -92 was the last year the City granted a discount for early payment. The discounts were three (3 %) percent in October, two (2 %) percent in November, and one (1 %) percent in December. For fiscal years after 1991 -92, the City did not offer discounts. Levy and Collection of Taxes The following Table I sets forth a comparison of the net taxable assessed valuation, tax rate levy and percentage of taxes collected for the past nine fiscal years. Table II sets forth a comparison of the tax levies and also indicates the amount of uncollected delinquent taxes. Table I Tax Net Taxable Tax Year Year Assessed Valuation($) Rate($) % Current % of Total Ending 2002 8,426,656,727 0.644175 96.1 99.1 7 -31 -03 2003 8,947,896,398 0.644175 96.1 98.9 7 -31 -04 2004 9,639,561,772 0.634175 96.3 99.3 7 -31 -05 2005 10,488,024,828 0.625799 96.0 98.6 7 -31 -06 2006 11,421,305,918 0.602372 95.2 97.7 7 -31 -07 2007 13,110,832,851 0.563846 97.3 99.7 7 -31 -08 2008 13,813,335,014 0.563846 96.8 99.2 7 -31 -09 2009 14,440,609,740 0.563846 96.91 99.48 7 -31 -10 2010 13,900,137,536 0.582269 97.48 100.07 7 -31 -11 2011 14,085,804,898 0.570557 * * 7 -31 -12 * Unavailable until the end of the 2011 -2012 Fiscal Year. Table II Outstanding Delinquent Tax as Delinquent Outstanding Percent of Fiscal Tax Net Current Current Tax Tax Total Tax Delinquent Current Year Year Tax Levy($) Collections($) Collections($) Collections($) Tax($) Levy( %) Ending 2002 54,282,374 52,161,807 1,631,724 53,793,530 4,985,476 9.2 7 -31 -03 2003 57,640,112 55,417,905 1,575,879 56,993,784 6,332,114 11.0 7 -31 -04 2004 61,131,691 58,864,317 1,829,112 60,693,430 4,794,920 7.8 7 -31 -05 2005 65,237,253 62,656,806 1,684,900 64,341,706 4,961,481 7.6 7 -31 -06 2006 68,230,749 64,961,636 1,704,973 66,666,609 5,038,461 7.4 7 -31 -07 2007 72,029,119 70,048,380 1,756,979 71,805,359 5,241,882 7.2 7 -31 -08 2008 76,595,854 74,146,566 1,828,812 75,975,378 5,655,522 7.4 7 -31 -09 2009 79,537,895 77,079,808 2,040,856 79,120,664 5,757,290 7.2 7 -31 -10 2010 78,777,938 76,795,311 2,035,534 78,830,845 5,423,366 6.9 7 -31 -11 2011 The remainder of this page intentionally left blank.] Principal Ad Valorem Taxpayers The following table identifies the taxpayers in the City with the ten largest assessed valuations in 2011. Name of Taxpayer Type of Business 2011 Assessed Value($) 1 Bamey M. Davis Power Station Power Plant 264,864,190 2 American Electric Power Texas Central Co. Electric Utility 92,565,300 3 Corpus Christi Retail Venture LP Commercial Propert ies 78,804,140 4 H. E. Butt Grocery Company Retail Stores 70,328,151 5 Markwest Javelina Pipeline Company Energy and Natural Gas 62,415,670 6 Bay Area Health Care Hospital /Healthcare 53,479,825 7 Wal -Mart Real Estate Business Trust Retail Stores 43,320,430 8 Air Products, LLC Gas Industry 37,794,200 9 AT &T Telephone Services 37,666,080 10 TRT Development Company Commercial Properties 34,453,374 Percentage of Total to Tax Year 2011 Net Taxable Assessed Value equals 5.51% Source: Nueces County Appraisal District. THE TAX INCREMENT FINANCING ACT General Information On November 3, 1981, the voters of the State of Texas approved a constitutional amendment empowering the legislature to authorize by general law the issuance of bonds or notes by incorporated cities or towns to finance the development or redevelopment of an unproductive, underdeveloped, or blighted area within the city or town and to pledge for repayment of those bonds or notes increases in ad valorem tax revenue imposed on property in the area of the city or town and other political subdivisions. In anticipation of the adoption of the constitutional amendment, the Legislature, in 1981, adopted the Texas Tax Increment Financing Act of 1981 which is currently codified in Chapter 311 of the Texas Tax Code (the "Act "). The Act has been upheld through court challenge. The assessed value of property in a reinvestment zone at the time of the creation of the zone constitutes the base value as to all political subdivisions exercising taxing power within the reinvestment zone. Tax receipts from all such political subdivisions received as a result of increased assessed values over the base value (the tax increment) are placed in the tax increment fund and may be used to pay for capital improvements or to pay tax increment bonds or notes. Corpus Christi Reinvestment Zones On December 29, 1982, the City Council designated a portion of the City as a reinvestment zone pursuant to the Act. The area was designated as Corpus Christi Reinvestment Zone No. 1 ( "Zone No. 1 "). In accordance with the terms approving the creation of Zone No. 2 (defined below), Zone No. 1 was terminated on March 1, 2004. On November 14, 2000, the City Council passed an ordinance creating the Corpus Christi Reinvestment Zone No. 2 ( "Zone No. 2 ") encompassing approximately 1,934 acres on North Padre Island. The preliminary plan calls for funding the local share of the reopening of a channel to the Gulf of Mexico, Packery Channel, along with beach restoration in front of the Padre Island seawall and related improvements. Nueces County, the Nueces County Hospital District, and Del Mar College (formerly Corpus Christi Junior College) have agreed to participate in Zone No. 2. Pursuant to rights reserved to and exercised by the citizens of the City in its Charter, a referendum petition was filed to require an election on whether to repeal the City's ordinance adopted on November 14, 2000. In response to the petition, the City Council called an election on repeal of this ordinance for April 7, 2001. At this election the citizens voted not to repeal the November 14, 2000 ordinance. In 2003, $5,000,000 in bonds were issued, in 2004 $4,100,000 in bonds and in 2006 $2,900,000 in bonds were issued by the North Padre Island Development Corporation, a non -profit corporation created by the City for the purpose of issuing bonds in furtherance of the development of Zone No. 2. In March 2008, the Corporation issued $13,445,000 in refunding bonds, refinancing all of the previously issued bonds, to generate a debt service savings. On December 16, 2008 the City Council approved a 20 year Tax Increment Financing Zone for the Downtown area, designated as the Corpus Christi Reinvestment Zone No. 3 ( "Zone No. 3 "). Zone No. 3 is intended A -16 to address the problem of substandard, slum and/or deteriorating structures within the boundaries of Zone No. 3, the predominance of defective or inadequate sidewalk and street layouts and conditions that endanger life or property by fire or other cause. The boundaries of Zone No. 3 start along the Bayfront from the Sea town area (ship channel) on the North, Morgan Avenue to the South and west to Tancahua Street. [The remainder of this page intentionally left blank.] A -17 The primary function of Zone No. 3 will be the planning, design and construction of public improvements. Zone No. 3 is only one of a variety of planned funding sources and programs that will act in concert to accomplish a changed public environment in downtown. Over the last ten (10) years the City has invested over $150 million in the downtown area, and $47 million is planned for locations partly or wholly within Zone No. 3 intended to rehabilitate and improve existing public infrastructure. Some examples of possible improvements include: • Streetscape, sidewalks and crosswalks • Roadways and traffic management • Parks, public spaces and public facilities • Utilities and drainage • Land assembly • Environmental remediation and safety improvements • The City's contribution of its tax increment revenues to Zone No. 3 is projected to be $28 5 million over the 20 year period. The City will request the participation of Nueces County and Del Mar College, a junior college district and a taxing unit whose boundaries are coterminous with those of Nueces County. If these two entities elect to fully participate for the 20 years, it is estimated that Zone No. 3 will collect a total of $59 9 million in tax increment revenues. The revenue projections assume a 3% growth in valuations and a 98% tax collection rate throughout the duration of Zone No. 3. The City estimates that the decision of Nueces County and Del Mar College to participate in Zone No. 3 will be known by the end of the first quarter of 2009. Reinvestment Zone Ad Valorem Taxes The following table sets forth the net taxable assessed values (assessed value net of exemptions) in Zone No. 2 for Fiscal Year 2009 -2010 and the related levy. The Corporation issued an additional $2,900,000 in 2006 to complete the $12,000,000 authorized amount. In 2008 the Corporation issued refunding bonds for the full amount of the bonds. Reinvestment Zone No. 2 Gross Current Jurisdiction TIF Appraised Taxable Taxable Jurisdiction Taxable TIF Entity Value($) Value($) Value($) Levy($) Value($) Levy($) Nueces County 417,516,411 385,607,977 81,914,369 240,025 304,890,394 1,069,952 Farm to Market 417,516,411 385,289,977 81,763,172 2,959 304,701,691 13,190 Hospital District 417,516,411 385,607,977 81,914,369 107,708 304,890,394 471,625 City of Corpus Christi 417,516,411 389,364,763 82,695,893 388,751 307,547,980 1,734,098 College (1) 417,516,411 391,276,295 82,890,624 794,389 309,228,376 155,474 1,533,902 1,531,258,835 3,444,339 (1) Starting in Tax Year 2007, College District contributes a reduced percentage (60 %) to Reinvestment Zone No. 2. The Texas State Aquarium In 1996, the City issued $4,400,000 in Combination Tax and Texas State Aquarium Revenue Bonds, the proceeds of which were used to purchase land, improvements, and capital equipment owned by the Aquarium and to build exhibits at the Aquarium which are deemed essential to continue to attract visitors. The debt service on these obligations are payable from revenues pursuant to the Contract between the City and the Association. The revenues identified under the heading "Operating Revenues - Admissions" in the following table are being made available to the City under a Contract with the Association, dated February 27, 1996, on a "gross revenue" basis. The contribution of such revenues may have an affect on the ability of the City or the Association to pay operating costs of the Aquarium exclusively from revenues generated from the use of the Aquarium. To the extent such revenues are not sufficient to pay debt service due and owing on these obligations, these obligations additionally are payable from a pledge of ad valorem taxes to be levied by the City. The remainder of this page intentionally left blank.] [This page intentionally left blank.] APPENDIX B CERTAIN INFORMATION RELATING TO THE CITY OF CORPUS CHRISTI The following information has been provided by the City from sources it believes to be reliable. Information contained herein regarding industries and other private institutions in the Corpus Christi area are for general background purposes only. Population and Location Corpus Christi is now the eighth largest city in the State of Texas with a population of 305,215 based on the 2010 United States Census report. The geographic location of the City on the Gulf of Mexico and the Intercoastal Waterway gives it one of the most strategic locations in the Southwest and has been important to its economic development. Additional general information concerning the City's population and economy can be found under the caption "Economic and Demographic Characteristics" in the City's financial information contained in "CERTAIN AUDITED FINANCIAL STATEMENTS" attached hereto as Appendix B. Area The area of the City has increased through annexation as the City's population and industry grew. The City has had numerous annexations and now contains approximately 504 square miles, which is broken down to approximately 150 square miles of land and 354 square miles of water. While the area covered by water contains no population and does not require normal city services, it does produce considerable revenues from oil and gas properties located therein. Form of Government and Administration The City was incorporated in 1852. In 1909, the City was organized under a City Charter and operated as a general law city until 1926, when a Home Rule Charter (the "Charter") with a commission form of government was adopted. The Charter was amended in 1945 and the present Council- Manager form of government was adopted. The City Council consists of the Mayor and eight Council Members elected for two year terms. The Mayor and three Council Members are elected at large and five Council Members from single member districts. These nine officials are listed elsewhere in this document. The City Manager is appointed by the City Council and is the Chief Administrative and Executive Officer of the City. The Director of Financial Services is appointed by the City Manager and is charged with the administration of fiscal affairs of the City. The City Council fixes the annual tax rate based on a budget prepared under the direction of the City Manager. The names, years of services, experience, and background of certain appointed officials are as follows: Management Ronald L. Olson, City Manager Ronald L. Olson was appointed City Manager effective May 2, 2011, having previously worked in local government for more than 30 years. Prior to his appointment, Mr. Olson served as the County Administrator for Polk County, Iowa for four years. He also served as Deputy City Manager for the City of Arlington, Texas for three years; City Manager for the City of Middletown, Ohio for 12 years; and City Manager for the City of West Jordan, Utah, for four years. Mr. Olson holds a Bachelor of Science, Business Management and Political Science degree from Brigham Young University and a Master of Public Administration degree from Brigham Young University. Troy Riggs, Assistant City Manager for Safety, Health, & Neighborhoods Troy Riggs began his career with the City after being selected as the Chief of Police in October 2009. During his tenure, Mr. Riggs restructured the police department, introduced intelligence -Led policing, established accountability methods, and involved citizens and employees in the decision - making process. Due to these changes, the police department enjoys a reputation for excellence. In November 2011, Mr. Riggs was appointed to the position of Assistant City Manager for Safety, Health & Neighborhoods. His responsibilities include overseeing the Police Department, Fire Department, Health Department, Animal Care, Neighborhood Improvement, Parks and Recreation, Libraries and the Marina. Mr. Riggs previously worked for the Jefferson County Government and the Louisville Metro Police Department. During his 20 years in Louisville, he served as a sworn member of the police force and also a member of the Judge/Executive's staff where he assisted with the day -to -day operations of government representing nearly 700,000 citizens. During his tenure on the Judge's staff, he was involved in working on the referendum that allowed Jefferson County and Louisville Governments to merge in 1998. Toby Hammett Futrell, Interim Assistant City Manager for Business Support Services Toby Hammett Futrell was appointed Interim Assistant City Manager for Business Support Services in March 2012. She is responsible for the Development Services function, economic development, tourism, and downtown redevelopment initiatives, which includes oversight of the Corpus Christi Museum of Science and History, and the American Bank Center which is comprised of the City's Convention Center, Selena Auditorium, and Arena. Ms. Futrell has 32 years of experience in public administration. She spent 17 of those 32 years as an executive serving as Assistant City Manager, Deputy City Manager and ultimately as City Manager performing functions as diverse as parks, economic development, budget, finance, auditing, public works, utilities and public safety. She became City Manager of Austin, Texas, in December 2001, and served a seven -year tenure before retiring to Corpus Christi in 2008. Futrell earned a Master of Business Administration degree from Southwest Texas State University. She attended the University of Texas at Austin and earned a Bachelor's degree from St. Edward's University. Futrell taught for six years in the Master of Public Administration (MPA) Program at the University of Texas LBJ School before leaving Austin and most recently at the MPA Program through Texas A &M Corpus Christi University, as well as in the Texas State University's Certified Public Manager's Program. Oscar R. Martinez, Assistant City Manager for Public Works, Utilities, & Transportation Oscar R. Martinez was appointed Assistant City Manager for Public Works & Utilities in December 2011, after serving as Assistant City Manager for Health, Safety & Neighborhoods since August 2011. As Assistant City Manager, he is responsible for overseeing the departments of Airport, Engineering (including capital projects), Environmental Services, Gas, Master Planning, Storm Water, Streets, Solid Waste Services, Wastewater and Water. Prior to that time, Mr. Martinez was appointed in October 2004 as Assistant City Manager for Administrative Services. Mr. Martinez previously served as Assistant Budget Director for the City of Corpus Christi in the mid - 1980's. Prior to his most recent employment with the City of Corpus Christi, he served over 14 years in workforce development as President/Chief Executive Officer ( "CEO ") of Work -Force 1, President/CEO of Workforce Network, Inc., Director at the Greater Corpus Christi Business Alliance, and Vice President of Workforce Development Corporation. Mr. Martinez has also been a teacher for the Corpus Christi Independent School District as well as the Dallas Independent School District. Mr. Martinez has a Master of Arts degree in Public Administration from St. Mary's University in San Antonio, Texas and a Bachelor of Arts degree in Political Science/Business Administration from Texas A &I University in Kingsville, Texas. He has served on several Boards, including United Way, Committee on Educational Excellence, Corpus Christi Chamber of Commerce Education and Workforce Committee, Coastal Bend American Red Cross, Equality in Education Council, Corpus Christi Technical Education Advisory Council, and the Human Investment System Council. Margie C. Rose, Assistant City Manager for Government & Operations Support Margie C. Rose was named Assistant City Manager for Government & Operations Support by the City Council effective June 2011. Prior to that time, Ms. Rose served as Interim City Manager and Assistant City Manager for Community Services, having previously worked in local government for more than 20 years. In her prior positions, Ms. Rose served as Purchasing Director, Director of Administrative Services, Director of Department of Public Services, Assistant City Manager and City Manager for the City of Inkster, Michigan She also served as Deputy Director of Parks for the County of Wayne, Michigan Ms. Rose served on various B -2 professional committees including the Michigan Municipal League Finance and Taxation Committee, International City /County Management Planning Committee and the Michigan City Management Workplace Diversity Committee. Ms. Rose received her Bachelor of Business Administration (Accounting) degree in 1984 and her Masters of Public Administration in 1991, both from Eastern Michigan University. Constance P. Sanchez, CPA, CPM, Director of Financial Services Constance P. Sanchez was appointed Director of Financial Services in December 2011. Prior to that time, she served as Interim Director of Financial Services since September 2008. In her role as director, Ms. Sanchez is responsible for all areas of financial management, including financial reporting, accounting, budgeting, treasury, revenue and collections, purchasing, and the utility business office which includes billing, field services, and customer services for the City of Corpus Christi. Before that time, she was appointed Assistant City Auditor, Auditor, Chief Accountant, Assistant Director of Financial Services, and Deputy Director of Financial Services. Prior to her 20 years with the City, Ms. Sanchez was an auditor with KPMG Peat Marwick for three years. Ms. Sanchez is a member of the American Institute of Certified Public Accountants (AICPA), the Texas Society of Certified Public Accountants (TSCPA), and a member of the Government Finance Officers Association of Texas. Ms. Sanchez, a life -long citizen of Corpus Christi, was valedictorian of her high school class. She received an Associates of Arts degree in Business Administration from Del Mar College (graduating summa cum laude) and a Bachelor of Business Administration degree with a major in Accounting (graduating magna cum laude), from Corpus Christi State University. Ms. Sanchez is a Certified Public Accountant and a Certified Public Manager. Certain Governmental Services Provided by the City Public Safety ... The City provides police protection, fire protection, building inspection, street lighting and traffic signals, and civil defense. Law enforcement and civil defense is provided through the Police Department. The City's Fire Department operates 16 fire stations throughout the City and the Emergency Medical Service. Public Services ... In addition to operating its water, wastewater disposal, and gas systems, the City also provides garbage collection and disposal and maintenance of streets and storm drainage areas. Community Enrichment ... The City has a main library and five branches which are equipped with over 413,308 volumes. The City owns and maintains approximately 190 parks containing over 1,581 acres. The City also owns extensive recreational facilities including 131 playgrounds, a marina with 580 yacht basin slips, 4 municipal beaches, 2 public golf courses, 9 swimming pools, 37 tennis courts, 9 baseball and softball diamonds, 5 recreational centers, and 8 senior citizen centers. In addition, the City owns an auditorium, a coliseum, Harbor Playhouse, the Corpus Christi Museum, the Multicultural Center, the Water Garden, and a Community Convention facility. Airport and Transit System ... The City owns the Corpus Christi International Airport situated on 2,657 acres. The Regional Transportation Authority operates the regional transportation system which provides passenger bus and paratransit service within the area and seasonal services including a passenger ferry connecting several tourist attractions. Health ... The City maintains preventive health services through health facilities within the community The City does not have the responsibility of maintaining hospitals, a school system, or a higher education system, and does not expend any funds in providing welfare. THE CITY'S FINANCIAL PROCEDURES Audit and Financial Reporting The Charter requires an annual audit to be made of the books of accounts, records, and transactions of the City by a Certified Public Accountant. The Fiscal Year of the City begins the first day of August of each year and ends with the thirty -first day of July of the following year. The Government Finance Officers Association of the United States (the "GFOA ") first awarded the City its Certificate of Conformance, later termed the Certificate of Achievement for Excellence in Financial Reporting, for its annual financial report for 1957. The City was awarded the same recognition for its 1970, 1975, 1978, 1979, 1983, and 1984 through 2011 financial reports. Budget Procedures State laws and the Charter require the preparation and filing of an annual budget. The City Manager submits a proposed budget to the City Council at least sixty days prior to the beginning of the fiscal year which estimates revenues and expenses for the next year. The proposed expenditures will not exceed estimated revenues. The City Council shall adopt a balanced budget prior to the beginning of the fiscal year. If the City Council fails to adopt a budget by the beginning of the fiscal year, the amounts appropriated for current operations for the current fiscal year are deemed the adopted budget for the ensuing fiscal year on a month -to -month basis until such time as the City Council adopts a budget for the ensuing year. Significant Accounting Policies The City prepares its financial statements in accordance with the generally accepted accounting principles for local governmental units as prescribed by the Governmental Accounting Standards Board and the American Institute of Certified Public Accountants. A summary of significant accounting policies of the City are set out in the Notes to Financial Statements for the fiscal year ended July 31, 2011 set forth in "CERTAIN AUDITED FINANCIAL STATEMENTS" attached hereto as Appendix B. Population The 2010 United States Census population for the City is 305,215 which is approximately 10% greater than the population reported in 2000. The table shows the history of population from 1920 to 2010: [The remainder of this page intentionally left blank.] Population Percent of Increase Over United States Census Figures for 1920 - 2010 Preceding Census 1920 10,522 27% 1930 27,541 162% 1940 57,301 108% 1950 108,053 89% 1960 167,690 55% 1970 204,525 22% 1980 232,134 13% 1990 257,543 11% 2000 277,454 8% 2010 305,215 10% Corpus Christi Standard Metropolitan Statistical Area ( "SMSA ") consists of Nueces and San Patricio Counties, and, according to the 2000 United States Census, had a population of 380,783. It is estimated that the population in the SMSA will exceed 403,000 in the next ten years. Trade Area and Location The City's trade area consists of five counties, Nueces, San Patricio, Aransas, Jim Wells, and Kleberg. Each of the counties maintains a solid and diversified economic base which contributes material support to the City due to its location as a trade center and shipping point. The land is generally flat with strong mineral deposits, rich soil, excellent climate, and a growing season of approximately 300 days. Grain sorghum and cotton are the principal agricultural crops. The region also has a strong supply of livestock including beef, dairy cattle, hogs, and poultry. The oil and gas industry is a major factor in the growth and economic stability within the trade area. Mineral values vary depending on world market and demand This industry also provides a secondary market for petro by- products and chemicals. The trade area's principal outlet for agricultural and petroleum products is Port Corpus Christi (the "Port"), which has served the area for over seventy years. The Port is the sixth largest port in the United States with more than 125 acres of open storage and fabrication sites and more than 295,000 square feet of covered dockside storage. The City has one of the most strategically located waterways in the Southwest, with deep water transportation to the Gulf of Mexico and barge traffic all along the Texas Coast via the Intracoastal waterway. The nearest other port is in Brownsville, 160 miles to the south; nearest retail and wholesale outlet is San Antonio, 145 miles to the northwest; and the nearest heavy industry competition is Houston, 210 miles to the northeast. Business The City continues to grow as a regional center for a 12- county area. Major renovations to the City's retail mall "La Palmera" were completed in 2010 which has attracted many new retail outlets to its location. The $50 million upgrade project includes 18,000 square foot expansion of a major department store, an aquatic - themed food court with a 4,400 gallon aquarium, outdoor mall area, fountains and a children's play area. Other developments include the construction of a 2.5 -acre water park next to Whataburger Field. This water park will include racing slides, a lazy river, a children's pool and concession areas. It is scheduled to open in April 2012. Additionally, negotiations are underway with Schlitterbahn for the creation of a water park and resort on Padre island. Early designs for the approximately $35 million Padre Island resort include a 12 -hole golf course, lodging, restaurants and a 12 -acre water park with a meandering river and a retractable roof so it could be used throughout the year. It could open as early as the summer of 2013. The Eagle Ford Shale oil and gas formation is employing many of the City's residents. Both offshore rig fabricators, Kiewit and Gulf Marine, have increased orders due to the lifting of the offshore drilling moratorium, which should add a combined 1,000 workers to the workforce. The M &G Group, one of the world's largest producers of PET for packing applications, announced that they have selected the City as the site of their $900 million plastics factory. In addition, the Tainjin Pipe Group Corp ( "TPCO ") Texas Mill recently broke ground on their $1 billion pipe manufacturing facility. This project demonstrates the region's ability to compete and win world -class projects in difficult times, as the region's selections (announced in January 2009) was made after evaluating more than thirty other regions in the United States. TPCO's site selection near Gregory - Portland represents the largest foreign direct investment ever by a Chinese company in United States' history and will add 300 -600 high- paying jobs to the Corpus Christi area. Several major projects are in various stages of planning or construction in the downtown area. Phase one of the Bayfront Development project has recently been completed and is expected to revitalize downtown and attract business and tourism to the downtown/bayfront area. The next phase is currently in the design phase and is expected to create an additional investment of $13 million in the downtown area. These projects are relocating traffic lanes inland to create large green spaces between the water and traffic for community events and recreation activities. In addition, the demolition of Memorial Coliseum opens the way for new development at "Destination Bayfront." Moreover, the City utilized proceeds from certificates of obligation to upgrade the Convention Center and Selena Auditorium. The Convention Center facilities have received minimal maintenance since the expansion was completed in 2004 and the Selena Auditorium has had limited maintenance since its original construction in 1977. This project continues the necessary repairs and upgrades required to attract premier performers, meet the needs of stage shows who would like to use the auditorium, and provide a top - quality venue for conventions and visitors. Texas A &M University — Corpus Christi ( "TAMU -CC ") is developing plans for expansion. In 2008, the City donated 137 acres of land to the University for this expansion. Additionally in November 2008, the City Council approved a resolution supporting an agreement between the Corpus Christi Business and Job Development Corporation and TAMU -CC for development of facilities for a Bachelor of Science in Mechanical Engineering Program that already has 175 students enrolled. In fiscal year 2010 -2011, the City Council approved a resolution supporting another agreement with TAMU -CC for the development of an "Innovation Center" which serves as a business incubator. The City Council also approved several resolutions supporting agreements between the Corpus Christi Business and Job Development Corporation and Del Mar College including a Northwest Learning Center that will house its health sciences department and will expand its reach to the west side of the City; an agreement with Del Mar College to help expand its aviation maintenance program to a hangar at the Corpus Christi International Airport; and an agreement with the Del Mar College Small Business Development Center's Procurement Technical Assistance Center to hire staff to help small businesses compete for government supply contracts. Other major business initiatives include the execution of a contract with Commercial Metals Company ( "CMC "), a metal recycling company that is expanding its presence in the City; execution of a contract with Craft Training Center to enable the company (along with a match from industry partners) to expand its training facility to almost double its number of students for area jobs. In November 2011 the City was ranked fifth in the nation by the Center for Digital Governments among those with a population class of 250,000 and greater. In 2010 the City was designated as a "Citizen- Engaged Community" by the Public Technology Institute ( "PTI "). Additionally, PTI and the Alfred P. Sloan Foundation recognized the City as one of 17 cities, county, and state governments that are United States leaders in the innovative application of Web 2.0 technologies and civic /social media tools used to achieve impressive results in citizen engagement, government accountability, and operational efficiencies. In January 2012, the Corpus Christi Museum of Science and History again achieved accreditation by the American Association of Museums ( "AAM "), the highest national recognition afforded the nation's museums, Accreditation signifies excellence to the museum community, to governments, funders, outside agencies, and to the museum -going public. The Corpus Christi Museum of Science and History was initially accredited in 1973. All museums must undergo a reaccreditation review at least every 10 years to maintain accredited status. In February 2010, the City was first awarded the gold designation in the Texas Comptroller Leadership Circle program which recognizes local governments across Texas that meet a high standard for financial transparency online. This gold designation was again achieved in 2011. Additionally, the Government Finance Officers Association ( "GFOA ") awarded a Certificate of Achievement for Excellence in Financial reporting to the City for its comprehensive annual financial report ( "CAFR ") for the fiscal year ended July 31, 2010, continuing to confirm compliance with both Generally Accepted Accounting Principles ( "GAAP ") and legal requirements. This was the twenty- eighth consecutive year that the City has received this prestigious award. The City also received the GFOA's Distinguished Budget Presentation Award for its annual budget document for the fiscal year beginning August 1, 2010. The City has received twenty -one of these awards. In order to qualify for the Distinguished Budget Presentation Award, the government's budget document was judged to be proficient as a policy document, a financial plan, an operations guide, and a communications device. Industry Corpus Christi industry provides a diversified product market including metal fabrication, chemical processing, farm and ranch equipment, oil field equipment, cement, food processing, electronic, petrochemical products, fishing and seafood products, and more. The diversification is primarily due to the commitment of City leadership. The trade area's principal outlet for agricultural and petroleum products is the Port of Corpus Christi (the "Port"), which opened to world markets in 1926. It is located along the southeastern coast of Texas on the Gulf of Mexico approximately 150 miles north of the Mexican border. The Port's channel stretches over 30 miles and links the Corpus Christi Bay with the Gulf of Mexico. It is currently ranked as the fifth largest port in the United States and handled a volume of 82.2 million tons of cargo during the 2010 calendar year, an increase of 7.5% from the prior year. The Port has many initiatives underway, including the La Quinta Trade Gateway and wind power initiatives described below. La Quinta Trade Gateway Terminal Project The La Quinta Trade Gateway Terminal Project is a major component of the Port's long -term development plan. This 1,100 -acre site will serve as a multi- purpose dock and terminal facility to handle a wide variety of general cargo including containers, military, wind turbines, steel pipe, and more. Completion of preliminary engineering for full build out and final design for the initial 800 foot to 1,000 foot dock will provide the necessary information to define costs and determine completion schedules. The goal is to complete the design and be ready to solicit bids for the first phase of construction by early 2012. Wind Energy Project A second initiative undertaken by the Port relates to wind power. The Port has many strengths, including access, location, and competitive pricing, that have attracted a steady stream of wind turbine shippers to the Port. Serving the industry not only as a shipping hub for wind turbines, the Port is also looking at the potential of harnessing South Texas winds at Port-owned sites to generate clean electrical power for the local community The Harbor Wind Farm on the north side of the Inner Harbor along Nueces Bay is currently under development. When completed in early 2012, the $20,000,000 Harbor Wind Farm will consist of six 1.5 MW turbines and will be the first wind farm located on industrial port property in North America. Tourism and Convention Business The City continues to be a popular vacation spot for visitors and is the fifth most popular tourist destination in Texas according to the Office of the Governor's Economic Development and Tourism Division. The number one reason visitors visit the area has historically been the enjoyment of beaches along Mustang and Padre Islands, the longest barrier island in nature fronting on the Gulf of Mexico. The opposite side of the barrier provides a shoreline for Corpus Christi Bay, Laguna Madre, and the various bays and bayous north of the Coastal Bend which is well suited for outdoor recreation. Tourist facilities located within the City include: a multi- purpose arena at the American Bank Center, Whataburger Field which houses the Corpus Christi Hooks, a AA major league affiliate baseball team, the Texas State Aquarium, the USS Lexington Museum, the Museum of Science and History, the South Texas Art Museum, the Multicultural B -7 Center/Heritage Park complex, and the Concrete Street Amphitheater. The Corpus Christi area is also a renowned location for water sports, including windsurfing and kiteboarding, and serves as host to the annual U.S. Open Windsurfing Regatta, international power and sail boat races, and the Texas International Boat Show. Corpus Christi Marina The Corpus Christi Marina is the largest municipal marina in Texas with the deepest water. It has 600 boat slips that are 72% occupied. Approximately 1,000 vessels visit the marina annually In 2007, $13 million in improvements were completed to make it an environmental leader and a state -of- the -art facility. In 2009, the Marina Association of Texas awarded Texas' Marina of the Year to the City of Corpus Christi Marina. It also holds the Texas Clean Marina Award (2009) and the National Clean Marina Award (2009). In 2011, the Marina was designated by the National Marina Manufacturers Association as one of the "Ten Hot Spots Marina in the United States ". In September 2009, the City's award winning Marina hosted the Corpus Christi Open Water Festival, which hosted 500 swimmers (including 14 Olympic gold medalists). Marina Market Days are held the first Saturday of each month, featuring arts, crafts, food, and live music. International Flavor The City is a member of Sister Cities International. Through Sister Cities International, the City has established affiliations with Keelung, Taiwan; Veracruz, Mexico; Yokosuka, Japan; Agen, France; and Toledo, Spain. The City and nearby neighbor, Monterrey, Mexico, have established a Partner in Trade affiliation that emphasizes business and cultural opportunities for cooperative ventures. Yokosuka, Japan sends up and coming city employees to Corpus Christi for overseas' training in public service and an exchange that teaches the different facets of volunteerism in Japan. In addition to establishing a "Partner in Trade" with Monterrey, the City has established closer ties with cousins in 23 countries including Austria, Belgium France, Spain, Italy, and others. Proximity to San Antonio The City continues to benefit from tourist attractions in San Antonio. San Antonio is located 2.5 hours by automobile north of Corpus Christi with easy access by Interstate 37, and the City is favorably viewed as an attractive one -day trip by San Antonio visitors. With the City's growing list of attractions, which include the Texas State Aquarium, the U.S.S. Lexington Museum on the Bay, and the Las Carabelas Columbus ship exhibit, visitors may be tempted to stay a little longer. Foreign Trade Zone The Port of Corpus Christi Authority operates one of the largest Foreign -Trade Zones ( "FTZ ") in the United States. The Zone includes an Industrial Park near the Airport, two full- service public warehouses near the Airport, all Port properties (7,000) acres that are available for storage and/or industrial activity, three bulk fuel terminals, six refinery subzones, two metal fabrication (offshore oil platforms and towers) subzones, and two minerals processing subzones. The Port's FTZ department is a full- service Grantee assisting clients with applications, FTZ training, interpretation of Customs regulations, and interface with Customs officials. Corpus Christi Enterprise Zone The City has a State of Texas approved Enterprise Zone to assist in economic development activities. The Enterprise Zone contains approximately 14 square miles. In the 8 -year existence of the Enterprise Zone, over $2.5 billion of State of Texas approved Enterprise Zones projects have begun within the Enterprise Zone. While numerous State benefits for companies locating in the Enterprise Zone are available, the City also provides incentives for companies locating within the Enterprise Zone. Private Utilities Telecommunications and electrical service are available from several providers. Construction The Table below indicates the amount of new construction activity in Corpus Christi and the number of permits issued for all purposes. Building Permits Year Number of Permits Value 2001 -2002 5,207 154,763,863 2002 -2003 7,854 333,016,517(1) 2003 -2004 7,111 295,984,882 2004 -2005 5,781 387,122,472 2005 -2006 5,989 450,750,242 2006 -2007 5,699 503,027,247 2007 -2008 5,118 343,865,608 2008 -2009 4,022 286,139,536 2009 -2010 4,052 260,412,022 2010 -2011 5,447 376,894,414 (1) Based upon the construction of several large commercial projects, including shopping malls. [The remainder of this page intentionally left blank.] Employment The following table indicates the total civilian employment in the Corpus Christi MSA for the period December 2011 as compared to the prior periods of November 2011 and December 2010: Civilian Labor Force Unemployment Percent Unemployment Total Employment * Preliminary December 2011* November 2011 220,632 220,002 15,148 15,516 6.9% 7.1% 205,484 204,486 December 2010 214,261 17,553 8.2% 196,708 The following table shows certain nonagricultural wage and salary employment in the Corpus Christi MSA for the period December 2011 as compared to the prior periods of November 2011 and December 2010: December 2011 November 2011 December 2010 Mining, Logging, & Construction Manufacturing Trade, Transportation, & Utilities Information Financial Activities Professional & Business Services Education & Health Services Leisure & Hospitality Other Services Government Total Source: Texas Workforce Commission, Labor Market Review, April 2011. 20,800 20,900 9,500 9,500 36,000 35,400 1,800 1,800 7,400 7,400 15,400 15,500 31,900 31,900 23,400 23,400 7,000 7,000 34,800 34,900 188,000 187,700 20,000 9,300 31,900 2,100 7,200 15,200 31,100 20,500 6,800 36,100 180,200 [This page intentionally left blank.] APPENDIX C The information contained in this appendix consists of certain audited FINANCIAL STATEMENTS OF THE CITY OF CORPUS CHRISTI, TEXAS FOR THE FISCAL YEAR ENDED JULY 31, 2011 [This page intentionally left blank.] APPENDIX D FORM OF OPINION OF BOND COUNSEL [This page intentionally left blank.] M. E. ALLISON & CO., INC. 950 East Basse Road, Second Floor San Antonio, Texas 78209 Financial Advisor AGENDA MEMORANDUM Future Item for the City Council Meeting of June 19, 2012 Action Item for the City Council Meeting of June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Fred Segundo, Director of Aviation FredS ©cctexas.com (361) 289 -0171 x1213 Refunding of Airport Bonds from Airport Revenue Bonds to General Improvement Bonds PURPOSE: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding — AMT) and Series 2012B (Airport Refunding — Non -AMT). B. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding — AMT) ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. C. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012B (Airport Refunding — Non - AMT) ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. BACKGROUND AND FINDINGS: In 2000, the City of Corpus Christi issued $13,010,000 of General Airport Revenue Bonds, Series 2000A (Exempt Facility Bonds) to fund construction of facilities at the Corpus Christi International Airport's terminal complex. These bonds were classified as "AMT" bonds or alternative minimum tax bonds because the purchaser of those bonds could be subject to alternative minimum tax due to the potential for private business use that might be generated from the Airport terminal. The City also issued $9,640,000 of General Airport Revenue Bonds, Series 2000B (non -AMT) to finance public roads for the airport and improvements to the parking facility- including covered parking and a toll plaza. These bonds are secured by Airport revenues and have a debt covenant requiring net revenues each fiscal year to be sufficient to equal the greater of either an amount not less than 1.25 times the annual debt service requirement for the bonds or all amounts required to be deposited to the credit of the Airport Debt Service Fund, the Airport Debt Service Reserve Fund, the Airport Operating Reserve Fund, and the Airport Subordinated Debt Fund. These bonds have a 10 -year call date and became callable on August 15, 2010. However, redeeming these bonds can only be made on interest payment dates which are February 15th and August 15th of each year. In analyzing the refunding for these bonds, the market had not been favorable due to the underlying BBB credit rating for the Airport. In discussing this matter with City management and the City's financial advisor, it is the City's recommendation to refund these bonds into general obligation bonds backed by the full faith and credit of the City. The debt payments would still be made from Airport revenue and would still be an obligation of the Airport. They would be considered self - supporting debt and would not count against the City's $0.68 tax cap. By refunding as general obligation bonds, it is estimated that the Series 2000 -A bonds would generate a net present value savings of $628,854 or 7.6 %, and the Series 2000 -B bonds would generate a net present value savings of $1,690,160 or 17.5 %. Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, and Assistant City Manager in Parts B and C of this agenda item. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, and Assistant City Manager (the "Delegated Officials ") the authority to effectuate the sale of the transactions when the market warrants. The City's bond counsel has also confirmed that the City can delegate the sale of these bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. Parts B and C of this agenda item will authorize this delegation. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: Part B — AMT Bonds ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $11,150,040 $ 11,150,040 Encumbered /Expended amount of (date) - - - This item - $ 10,259,597 $ 10,259,597 BALANCE - - $890,443 $ 890,443 FUND(S): Debt Service Fund COMMENTS: The $890,443 noted above represents savings in debt payments by refunding the Airport revenue bonds into general obligation bonds for the remaining life of the bonds — through 2023. This represents a net present value savings of $628,854. Part C — Non -AMT Bonds ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $17,386,450 $ 17,386,450 Encumbered /Expended amount of (date) - - - This item - $ 15,134,363 $ 15,134,363 BALANCE - - $2,252,087 $ 2,252,087 FUND(S): Debt Service Fund COMMENTS: The $2,252,087 noted above represents savings in debt payments by refunding the Airport revenue bonds into general obligation bonds for the remaining life of the bonds — through 2030. This represents a net present value savings of $1,690,160. RECOMMENDATION: Staff recommends approval of the motion and ordinances as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City of Christi's charter provision regarding dual reading and /or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Airport • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A Ordinances cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Wesley S. Pierson, Assistant City Manager (�. slaw. Jac. 1 NVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not More than $ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000 250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000 350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000 500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000 700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000 1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000 1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000 5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000 10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000 20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000 REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee shall be the amount computed from the above schedule, plus 25 %. EXHIBIT A AGENDA MEMORANDUM Future Item for the City Council Meeting of June 19, 2012 Action Item for the City Council Meeting of June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Fred Segundo, Director of Aviation FredS ©cctexas.com (361) 289 -0171 x1213 Refunding of Airport Bonds from Airport Revenue Bonds to General Improvement Bonds PURPOSE: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding — AMT) and Series 2012B (Airport Refunding — Non -AMT). B. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding — AMT) ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. C. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012B (Airport Refunding — Non - AMT) ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. BACKGROUND AND FINDINGS: In 2000, the City of Corpus Christi issued $13,010,000 of General Airport Revenue Bonds, Series 2000A (Exempt Facility Bonds) to fund construction of facilities at the Corpus Christi International Airport's terminal complex. These bonds were classified as "AMT" bonds or alternative minimum tax bonds because the purchaser of those bonds could be subject to alternative minimum tax due to the potential for private business use that might be generated from the Airport terminal. The City also issued $9,640,000 of General Airport Revenue Bonds, Series 2000B (non -AMT) to finance public roads for the airport and improvements to the parking facility- including covered parking and a toll plaza. These bonds are secured by Airport revenues and have a debt covenant requiring net revenues each fiscal year to be sufficient to equal the greater of either an amount not less than 1.25 times the annual debt service requirement for the bonds or all amounts required to be deposited to the credit of the Airport Debt Service Fund, the Airport Debt Service Reserve Fund, the Airport Operating Reserve Fund, and the Airport Subordinated Debt Fund. These bonds have a 10 -year call date and became callable on August 15, 2010. However, redeeming these bonds can only be made on interest payment dates which are February 15th and August 15th of each year. In analyzing the refunding for these bonds, the market had not been favorable due to the underlying BBB credit rating for the Airport. In discussing this matter with City management and the City's financial advisor, it is the City's recommendation to refund these bonds into general obligation bonds backed by the full faith and credit of the City. The debt payments would still be made from Airport revenue and would still be an obligation of the Airport. They would be considered self - supporting debt and would not count against the City's $0.68 tax cap. By refunding as general obligation bonds, it is estimated that the Series 2000 -A bonds would generate a net present value savings of $628,854 or 7.6 %, and the Series 2000 -B bonds would generate a net present value savings of $1,690,160 or 17.5 %. Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, and Assistant City Manager in Parts B and C of this agenda item. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, and Assistant City Manager (the "Delegated Officials ") the authority to effectuate the sale of the transactions when the market warrants. The City's bond counsel has also confirmed that the City can delegate the sale of these bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. Parts B and C of this agenda item will authorize this delegation. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: Part B — AMT Bonds ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $11,150,040 $ 11,150,040 Encumbered /Expended amount of (date) - - - This item - $ 10,259,597 $ 10,259,597 BALANCE - - $890,443 $ 890,443 FUND(S): Debt Service Fund COMMENTS: The $890,443 noted above represents savings in debt payments by refunding the Airport revenue bonds into general obligation bonds for the remaining life of the bonds — through 2023. This represents a net present value savings of $628,854. Part C — Non -AMT Bonds ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $17,386,450 $ 17,386,450 Encumbered /Expended amount of (date) - - - This item - $ 15,134,363 $ 15,134,363 BALANCE - - $2,252,087 $ 2,252,087 FUND(S): Debt Service Fund COMMENTS: The $2,252,087 noted above represents savings in debt payments by refunding the Airport revenue bonds into general obligation bonds for the remaining life of the bonds — through 2030. This represents a net present value savings of $1,690,160. RECOMMENDATION: Staff recommends approval of the motion and ordinances as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City of Christi's charter provision regarding dual reading and /or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Airport • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A Ordinances cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Wesley S. Pierson, Assistant City Manager DRAFT 6/8/2012 ORDINANCE NO. AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012A (AIRPORT REFUNDING — AMT) ", LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN ESCROW DEPOSIT LETTER; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate original principal amount of $ being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, the City Council intends to issue an aggregate principal of $ in general improvement refunding bonds the proceeds of which will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Act permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the City; and WHEREAS, when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose 95584487.4 of receiving payment from the funds provided for such purpose and may not be included in or considered to be an indebtedness of the City for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (as the successor in interest to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas) currently serves as the paying agent for the Refunded Obligations; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas is hereby appointed as the Escrow Agent and as Paying Agent/Registrar (hereafter defined) for the refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the refunding bonds herein authorized and being issued to restructure the City's airport system revenue debt service and terminate certain punitive airport covenants, will result in a net present value saving of $ and a gross saving of $ excluding the City's contribution of $ ; and WHEREAS, the City Council hereby finds and determines that the issuance of the general improvement refunding bonds is in the best interests of the citizens of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose — Dated Date. General improvement refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of THOUSAND AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012A (AIRPORT REFUNDING — AMT)" (the Bonds), for the purpose of providing funds for the (i) refund the City's currently outstanding obligations as identified in Schedule I attached hereto (the "Refunded Bonds ") and (ii) pay the costs related to the issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly the Act, an ordinance adopted by the City Council on June 26, 2012, and the City's Home Rule Charter. As authorized by the Act, each Authorized Official (hereinafter defined) is hereby authorized, appointed, and designated as an officer of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, the Dated Date thereof, the rate of interest to be borne on the principal amount of each such maturity, and the underwriter or syndicate of underwriters for the Bonds and the respective roles of such syndicate members. Each Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule II. The Bonds shall be issued in the principal 95584487.4 -2- amount not to exceed $9,500,000; the maximum maturity of the Bonds will be March 1, 2023; and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. The refunding of the Refunded Obligations shall result in a net present value saving to the City of not less than 3.00% or gross savings of at least $ , excluding the City Contribution. Lastly, each Authorized Official is authorized to select the bond insurer, if any, with respect to the Bonds. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchasers (hereinafter defined) in accordance with the provisions of the Act. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Dated Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be dated July 1, 2012 (the Dated Date), and shall be in denominations of $5,000 or any integral multiple thereof, and the Bonds shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 The Bonds shall bear interest on the unpaid principal amount from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year, commencing on September 1, 2012 (the Interest Payment Date), while the Bonds are Outstanding. 95584487.4 -3 - SECTION 3. Payment of Bonds - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent /Registrar) to serve as the initial Paying Agent/Registrar for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first -class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security 95584487.4 -4- Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on March 1, and March 1, are collectively referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Stated to Mature on March 1, Term Bonds Stated to Mature on March 1, Principal Principal Year Amount ($) Year Amount ($) *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the 95584487.4 -5 - Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after March 1, 2023 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 2022, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty -five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States mail, first -class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. 95584487.4 -6- If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Bond during a period beginning forty -five (45) days prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized 95584487.4 -7- denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bonds. The Bonds herein authorized shall be initially issued as a single fully registered Bond in the aggregate principal amount of $ with principal installments to become due and payable as provided in Section 2 hereof and numbered T -1 (the Initial Bonds), and the Initial Bonds shall be registered in the name of the Purchasers or the designee thereof. The Initial Bonds shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Bonds, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bonds delivered hereunder and exchange therefor definitive Bonds of like kind and of authorized denominations, Stated Maturities, principal amounts bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. 95584487.4 -8- SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 95584487.4 [The remainder of this page intentionally left blank.] -9- B. Form of Definitive Bond. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012A (AIRPORT REFUNDING — AMT) Dated Date: July 1, 2012 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP NO: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing September 1, 2012. Principal on this Bond shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 95584487.4 -10- This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City on June 26, 2012 (the Ordinance), for the purpose of providing funds for the (i) refund the City's currently outstanding obligations as identified in Schedule I attached hereto and (ii) pay the costs related to the issuance of the Bonds, under and in strict conformity with the laws of the State of Texas, including Chapter 1207, as amended, Texas Government Code, and the City's Home Rule Charter. As specified in the Ordinance, the Bonds stated to mature on March 1, and March 1, are collectively referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Stated to Mature on March 1, Term Bonds Stated to Mature on March 1, Principal Principal Year Amount ($) Year Amount ($) *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after March 1, 2023 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 2022, or on any date thereafter, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Bonds to be redeemed by United States mail, first -class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, or any integral multiple thereof may be redeemed, and, if 95584487.4 less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied upon all taxable property within the City within the limitations prescribed by law. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its earlier redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a 95584487.4 -12- scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 95584487.4 [The remainder of this page intentionally left blank] -13- IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) 95584487.4 [The remainder of this page intentionally left blank] -14- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bonds Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within- mentioned Ordinance; the Bond or Bonds of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: 95584487.4 -15- THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent/Registrar By: Authorized Signature E. Form of Assignment. AS SIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: F. The Initial Bonds shall be in the respective forms set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below "; (ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: 95584487.4 -16- Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing September 1, 2012. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Dallas, Texas (the Paying Agent /Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or Purchasers (hereinafter defined), the Definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided by the insurer. 95584487.4 [The remainder of this page intentionally left blank.] -17- SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 21 and 38 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein ", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the Mayor, the Mayor Pro Tem, the City Manager, the Assistant City Manager for Government and Operations Support, the Director of Financial Services, the City Secretary, and /or the City Attorney. B. The term Bond Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. C. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012A (AIRPORT REFUNDING — AMT)" authorized by this Ordinance. D. The term City shall mean City of Corpus Christi, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of the City. E. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. F. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. G. The term Depository shall mean an official depository bank of the City. H. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political 95584487.4 -18- subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. I. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. J. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being March 1 and September 1 of each year, commencing September 1, 2012, while any of the Bonds remain Outstanding. K. The term Ordinance shall mean this ordinance adopted by the City Council of the City on June 26, 2012. L. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 23 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 18 of this Ordinance. N. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be and is hereby created a special Fund to be designated "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012A (AIRPORT REFUNDING — AMT)" (the Bond Fund), which Fund shall be kept and maintained at the Depository, and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 21. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and /or interest stated to mature on the Bonds, such 95584487.4 -19- transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money in any Fund established by this Ordinance, at the option of the City, may be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in such Fund shall be credited to, and any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. SECTION 12. Deposits to Bond Fund; Surplus Bond Proceeds. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. 95584487.4 -20- Accrued interest received from the Purchasers of the Bonds after the Closing Date, shall be deposited to the Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13. Security of Funds. All money on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 14. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed 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 often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15. Notices to Holders; Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16. Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City 95584487.4 -2 1 - may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 17. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 18. Sale of Bonds — Authorization of Purchase Contract — Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold to , Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated , 2012 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of . The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Each Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution 95584487.4 -22- of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale, attached as Exhibit A to the Purchase Contract (together with such changes approved by the Mayor and City Secretary, or any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated March 27, 2012, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 19. Escrow Deposit Letter Approval and Execution; Proceeds of Sale; Contribution by City. The Escrow Deposit Letter dated as of June 26, 2012 to be effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor and City Secretary and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012A (AIRPORT REFUNDING — AMT) ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series ", if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. Immediately following the delivery of the Bonds, the proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance, and accrued interest received 95584487.4 -23 - from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and deposited with the place of payment (of the Refunded Obligations) in an account in the name of the City and applied for the purposes of providing for the payment of the costs and expenses incurred in connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the City Manager. SECTION 20. Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par, premium, if any, and accrued interest to the date of redemption. The Mayor shall give written notice to the paying agent/registrar for the Refunded Obligations and the Escrow Agent that all of the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the date set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the ordinance authorizing the issuance of the Refunded Obligations. SECTION 21. Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148 -1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148 -1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148 -1(b) of the Regulations. 95584487.4 -24- Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. D. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. E. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 or such other form and in such place as the Secretary may prescribe. F. Prohibition on Certain Uses of Bond Proceeds. The City shall not use or permit the use of any proceeds of the Bonds or any income from the investment thereof: (a) to provide any airplane, skybox, or other private luxury box, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises, or 95584487.4 -25 - (b) To pay or otherwise finance costs of issuance of the Bonds (e.g., underwriting compensation, trustee and rating agency fees, printing costs, Issuer fees, and fees and expenses of counsel) in an amount which exceeds 2% of the proceeds of the Bonds. G. Prohibition on Certain Uses of Proceeds. The City shall not use or permit the use of proceeds of the Bonds to pay or otherwise finance the costs of acquisition of property (or an interest therein) unless the first use of such property is pursuant to such acquisition. H. Public Approval. The City shall timely obtain the public approval required by section 147(f) of the Code with respect to the Bonds. I. Representation Regarding Maturity of Bonds. The weighted average maturity of the Bonds will not exceed 120% of the average reasonable expected economic life of the facilities being financed with the Proceeds of the Refunded Obligations, both as calculated in accordance with section 147(b) of the Code. J. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148 - 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by 95584487.4 -26- section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. K. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection L of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. L. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. M. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the redemption of a portion of the Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. N. Elections. The City hereby directs and authorizes any Authorized Official or any combination thereof, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds. Such elections shall be deemed to be made on the Closing Date. SECTION 22. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the 95584487.4 -27- Bonds pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official, or any combination thereof, is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bonds to the Purchasers and the initial exchange thereof for definitive Bonds. SECTION 23. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and /or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities, in the case of a net defeasance, have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on or prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and /or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 21 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Bonds or applicable redemption date, such money was deposited and is held in trust to pay shall 95584487.4 -28- upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 24. Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski L.L.P., as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of the Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 25. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 26. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 27. Ordinance a Contract; Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, and interest on the Bonds, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Bonds, (2) give any 95584487.4 -29- preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 28. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, the Paying Agent/Registrar, and the Holders. SECTION 29. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 30. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 31. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 32. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 33. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 34. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 35. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 36. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, 95584487.4 -30- publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 37. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 38. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http: / /www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2 -12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2012, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 18 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. 95584487.4 -31- C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 - TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in 95584487.4 -32- possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY 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. No default by the City in observing or performing their obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account 95584487.4 -33- any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 39. Book -Entry Only System. It is intended that the Bonds will initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bonds described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit F (the Representation Letter). 95584487.4 -34- With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 40. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract, the Agreement, and the Official Statement. In addition, prior to the initial delivery of the Bonds, 95584487.4 -35- any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 41. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 95584487.4 [The remainder of this page intentionally left blank.] -36- PASSED, APPROVED AND ADOPTED on the 26th day of June, 2012. CITY OF CORPUS CHRISTI Mayor ATTEST: City Secretary (SEAL) APPROVED THIS DAY OF JUNE, 2012: Carlos Valdez, City Attorney Schedule I - Refunded Obligations Schedule II - Approval Certificate Exhibit A - Paying Agent/Registrar Agreement Exhibit B - Purchase Contract Exhibit C - Escrow Deposit Letter Exhibit D - Notice of Redemption Exhibit E - Description of Annual Financial Information Exhibit F - DTC Letter of Representations 95584487.4 S -1 THE STATE OF TEXAS COUNTY OF N UECES I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 26th day of June, 2012, authorizing the issuance of the City's General Improvement Refunding Bonds, Series 2012A (Airport Refunding — AMT), 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 purpose 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 day of June, 2012. (CITY SEAL) 95584487.4 S -2 City Secretary Schedule I Refunded Obligations City of Corpus Christi, Texas General Airport Revenue Bonds, Series 2000A (Exempt Facility Bonds ) (AMT), dated August 15, 2000, in the original principal amount of $13,010,000 and stated to mature on February 15 in each of the years 2013 through 2020 and February 15, 2023 in the aggregate principal amount of $8,300,000. The redemption date is August 15, 2012. 95584487.4 Schedule I -1 SCHEDULE II Approval Certificate See Tab No. 95584487.4 Schedule II -1 95584487.4 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A -1 95584487.4 EXHIBIT B Purchase Contract See Tab No. B -1 95584487.4 EXHIBIT C Escrow Deposit Letter See Tab No. C -1 95584487.4 EXHIBIT D Notice of Redemption See Tab No. D -1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 38 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: Financial information and operating data with respect to the City of the general type included in Tables through . The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix , but for the most recently concluded fiscal year. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 95584487.4 E -1 95584487.4 EXHIBIT F DTC Letter of Representations See Tab No. F -1 AGENDA MEMORANDUM Future Item for the City Council Meeting of June 19, 2012 Action Item for the City Council Meeting of June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Fred Segundo, Director of Aviation FredS ©cctexas.com (361) 289 -0171 x1213 Refunding of Airport Bonds from Airport Revenue Bonds to General Improvement Bonds PURPOSE: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding — AMT) and Series 2012B (Airport Refunding — Non -AMT). B. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012A (Airport Refunding — AMT) ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. C. Ordinance by the City Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2012B (Airport Refunding — Non - AMT) ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement; a purchase contract, and an escrow deposit letter; complying with the letter of representations on file with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. BACKGROUND AND FINDINGS: In 2000, the City of Corpus Christi issued $13,010,000 of General Airport Revenue Bonds, Series 2000A (Exempt Facility Bonds) to fund construction of facilities at the Corpus Christi International Airport's terminal complex. These bonds were classified as "AMT" bonds or alternative minimum tax bonds because the purchaser of those bonds could be subject to alternative minimum tax due to the potential for private business use that might be generated from the Airport terminal. The City also issued $9,640,000 of General Airport Revenue Bonds, Series 2000B (non -AMT) to finance public roads for the airport and improvements to the parking facility- including covered parking and a toll plaza. These bonds are secured by Airport revenues and have a debt covenant requiring net revenues each fiscal year to be sufficient to equal the greater of either an amount not less than 1.25 times the annual debt service requirement for the bonds or all amounts required to be deposited to the credit of the Airport Debt Service Fund, the Airport Debt Service Reserve Fund, the Airport Operating Reserve Fund, and the Airport Subordinated Debt Fund. These bonds have a 10 -year call date and became callable on August 15, 2010. However, redeeming these bonds can only be made on interest payment dates which are February 15th and August 15th of each year. In analyzing the refunding for these bonds, the market had not been favorable due to the underlying BBB credit rating for the Airport. In discussing this matter with City management and the City's financial advisor, it is the City's recommendation to refund these bonds into general obligation bonds backed by the full faith and credit of the City. The debt payments would still be made from Airport revenue and would still be an obligation of the Airport. They would be considered self - supporting debt and would not count against the City's $0.68 tax cap. By refunding as general obligation bonds, it is estimated that the Series 2000 -A bonds would generate a net present value savings of $628,854 or 7.6 %, and the Series 2000 -B bonds would generate a net present value savings of $1,690,160 or 17.5 %. Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, and Assistant City Manager in Parts B and C of this agenda item. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, and Assistant City Manager (the "Delegated Officials ") the authority to effectuate the sale of the transactions when the market warrants. The City's bond counsel has also confirmed that the City can delegate the sale of these bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. Parts B and C of this agenda item will authorize this delegation. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: Part B — AMT Bonds ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $11,150,040 $ 11,150,040 Encumbered /Expended amount of (date) - - - This item - $ 10,259,597 $ 10,259,597 BALANCE - - $890,443 $ 890,443 FUND(S): Debt Service Fund COMMENTS: The $890,443 noted above represents savings in debt payments by refunding the Airport revenue bonds into general obligation bonds for the remaining life of the bonds — through 2023. This represents a net present value savings of $628,854. Part C — Non -AMT Bonds ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $17,386,450 $ 17,386,450 Encumbered /Expended amount of (date) - - - This item - $ 15,134,363 $ 15,134,363 BALANCE - - $2,252,087 $ 2,252,087 FUND(S): Debt Service Fund COMMENTS: The $2,252,087 noted above represents savings in debt payments by refunding the Airport revenue bonds into general obligation bonds for the remaining life of the bonds — through 2030. This represents a net present value savings of $1,690,160. RECOMMENDATION: Staff recommends approval of the motion and ordinances as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City of Christi's charter provision regarding dual reading and /or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Airport • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A Ordinances cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Wesley S. Pierson, Assistant City Manager DRAFT 6/8/2012 ORDINANCE NO. AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012B (AIRPORT REFUNDING — NON - AMT) ", LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN ESCROW DEPOSIT LETTER; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate original principal amount of $ being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, the City Council intends to issue an aggregate principal of $ in general improvement refunding bonds the proceeds of which will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Act permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the City; and WHEREAS, when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose 95584631.3 of receiving payment from the funds provided for such purpose and may not be included in or considered to be an indebtedness of the City for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (as the successor in interest to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas) currently serves as the paying agent for the Refunded Obligations; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas is hereby appointed as the Escrow Agent and as Paying Agent/Registrar (hereafter defined) for the refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the refunding bonds herein authorized and being issued to restructure the City's airport system revenue debt service and terminate certain punitive airport covenants, will result in a net present value saving of $ and a gross saving of $ excluding the City's contribution of $ ; and WHEREAS, the City Council hereby finds and determines that the issuance of the general improvement refunding bonds is in the best interests of the citizens of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose — Dated Date. General improvement refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of THOUSAND AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012B (AIRPORT REFUNDING — NON - AMT)" (the Bonds), for the purpose of providing funds for the (i) refund the City's currently outstanding obligations as identified in Schedule I attached hereto (the "Refunded Bonds ") and (ii) pay the costs related to the issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly the Act, an ordinance adopted by the City Council on June 26, 2012, and the City's Home Rule Charter. As authorized by the Act, each Authorized Official (hereinafter defined) is hereby authorized, appointed, and designated as an officer of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, the Dated Date thereof, the rate of interest to be borne on the principal amount of each such maturity, and the underwriter or syndicate of underwriters for the Bonds and the respective roles of such syndicate members. Each Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule II. The Bonds shall be issued in the principal 95584631.3 -2- amount not to exceed $10,500,000; the maximum maturity of the Bonds will be March 1, 2030; and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. The refunding of the Refunded Obligations shall result in a net present value saving to the City of not less than 3.00% or gross savings of at least $ , excluding the City Contribution. Lastly, each Authorized Official is authorized to select the bond insurer, if any, with respect to the Bonds. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchasers (hereinafter defined) in accordance with the provisions of the Act. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Dated Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be dated July 1, 2012 (the Dated Date), and shall be in denominations of $5,000 or any integral multiple thereof, and the Bonds shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 95584631.3 -3 - The Bonds shall bear interest on the unpaid principal amount from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year, commencing on September 1, 2012 (the Interest Payment Date), while the Bonds are Outstanding. SECTION 3. Payment of Bonds - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent /Registrar) to serve as the initial Paying Agent/Registrar for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for 95584631.3 -4- purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first -class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on March 1, and March 1, are collectively referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 95584631.3 -5 - Term Bonds Stated to Mature on March 1, Term Bonds Stated to Mature on March 1, Principal Principal Year Amount ($) Year Amount ($) *Payable at Stated Maturity B. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. C. Optional Redemption. The Bonds having Stated Maturities on and after March 1, 2023 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 2022, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. D. Exercise of Redemption Option. At least forty -five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. E. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. F. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States mail, first -class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of 95584631.3 -6- mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. G. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Bond during a period beginning forty -five (45) days prior to the date fixed for redemption of the Bonds or (2) to transfer or exchange any Bond selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public 95584631.3 -7- Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. 95584631.3 -8- SECTION 7. Initial Bonds. The Bonds herein authorized shall be initially issued as a single fully registered Bond in the aggregate principal amount of $ with principal installments to become due and payable as provided in Section 2 hereof and numbered T -1 (the Initial Bonds), and the Initial Bonds shall be registered in the name of the Purchasers or the designee thereof. The Initial Bonds shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Bonds, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bonds delivered hereunder and exchange therefor definitive Bonds of like kind and of authorized denominations, Stated Maturities, principal amounts bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 95584631.3 [The remainder of this page intentionally left blank.] -9- B. Form of Definitive Bond. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012B (AIRPORT REFUNDING — NON -AMT) Dated Date: July 1, 2012 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP NO: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing September 1, 2012. Principal on this Bond shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 95584631.3 -10- This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City on June 26, 2012 (the Ordinance), for the purpose of providing funds for the (i) refund the City's currently outstanding obligations as identified in Schedule I attached hereto and (ii) pay the costs related to the issuance of the Bonds, under and in strict conformity with the laws of the State of Texas, including Chapter 1207, as amended, Texas Government Code, and the City's Home Rule Charter. As specified in the Ordinance, the Bonds stated to mature on March 1, and March 1, are collectively referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Stated to Mature on March 1, Term Bonds Stated to Mature on March 1, Principal Principal Year Amount ($) Year Amount ($) *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after March 1, 2023 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 2022, or on any date thereafter, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Bonds to be redeemed by United States mail, first -class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge 95584631.3 therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied upon all taxable property within the City within the limitations prescribed by law. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its earlier redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest 95584631.3 -12- payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 95584631.3 [The remainder of this page intentionally left blank] -13- IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) 95584631.3 [The remainder of this page intentionally left blank] -14- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bonds Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within- mentioned Ordinance; the Bond or Bonds of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: 95584631.3 -15- THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent/Registrar By: Authorized Signature E. Form of Assignment. AS SIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: F. The Initial Bonds shall be in the respective forms set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below "; (ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: 95584631.3 -16- Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing September 1, 2012. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Dallas, Texas (the Paying Agent /Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or Purchasers (hereinafter defined), the Definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided by the insurer. 95584631.3 [The remainder of this page intentionally left blank.] -17- SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 21 and 38 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein ", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the Mayor, the Mayor Pro Tem, the City Manager, the Assistant City Manager for Government and Operations Support, the Director of Financial Services, the City Secretary, and /or the City Attorney. B. The term Bond Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. C. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012B (AIRPORT REFUNDING — NON - AMT)" authorized by this Ordinance. D. The term City shall mean City of Corpus Christi, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of the City. E. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. F. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. G. The term Depository shall mean an official depository bank of the City. H. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political 95584631.3 -18- subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. I. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. J. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being March 1 and September 1 of each year, commencing September 1, 2012, while any of the Bonds remain Outstanding. K. The term Ordinance shall mean this ordinance adopted by the City Council of the City on June 26, 2012. L. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 23 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 18 of this Ordinance. N. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be and is hereby created a special Fund to be designated "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012B (AIRPORT REFUNDING — NON - AMT)" (the Bond Fund), which Fund shall be kept and maintained at the Depository, and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 21. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and /or interest stated to mature on the Bonds, such 95584631.3 -19- transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money in any Fund established by this Ordinance, at the option of the City, may be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such Fund will be available at the proper time or times. All interest and income derived from deposits and investments in such Fund shall be credited to, and any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. SECTION 12. Deposits to Bond Fund; Surplus Bond Proceeds. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. 95584631.3 -20- Accrued interest received from the Purchasers of the Bonds after the Closing Date, shall be deposited to the Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13. Security of Funds. All money on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 14. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed 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 often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15. Notices to Holders; Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16. Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City 95584631.3 -2 1 - may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 17. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 18. Sale of Bonds — Authorization of Purchase Contract — Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold to , Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated , 2012 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of . The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Each Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution 95584631.3 -22- of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale, attached as Exhibit A to the Purchase Contract (together with such changes approved by the Mayor and City Secretary, or any one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated March 27, 2012, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 19. Escrow Deposit Letter Approval and Execution; Proceeds of Sale; Contribution by City. The Escrow Deposit Letter dated as of June 26, 2012 to be effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor and City Secretary and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2012B (AIRPORT REFUNDING — NON -AMT) ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series ", if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. Immediately following the delivery of the Bonds, the proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance, and accrued interest received 95584631.3 -23 - from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and deposited with the place of payment (of the Refunded Obligations) in an account in the name of the City and applied for the purposes of providing for the payment of the costs and expenses incurred in connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the City Manager. SECTION 20. Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par, premium, if any, and accrued interest to the date of redemption. The Mayor shall give written notice to the paying agent/registrar for the Refunded Obligations and the Escrow Agent that all of the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the date set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the ordinance authorizing the issuance of the Refunded Obligations. SECTION 21. Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148 -1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148 -1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148 -1(b) of the Regulations. 95584631.3 -24- Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (including property financed with Gross Proceeds of the Refunded Obligations), other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. 95584631.3 -25 - D. No Private Loan. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or- pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. 95584631.3 -26- (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148 - 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the redemption of a portion of the Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the 95584631.3 -27- covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. L. Elections. The City hereby directs and authorizes any Authorized Official or any combination thereof, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds. Such elections shall be deemed to be made on the Closing Date. SECTION 22. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official, or any combination thereof, is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bonds to the Purchasers and the initial exchange thereof for definitive Bonds. SECTION 23. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and /or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities, in the case of a net defeasance, have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on or prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and /or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section 95584631.3 -28- and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 21 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Bonds or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 24. Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski L.L.P., as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of the Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 25. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 26. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 27. Ordinance a Contract; Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the City and its successors and assigns, and shall 95584631.3 -29- not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, and interest on the Bonds, reduce the principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 28. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, the Paying Agent/Registrar, and the Holders. SECTION 29. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 30. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 31. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 32. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 33. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 34. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the 95584631.3 -30- execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 35. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 36. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 37. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 38. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http: / /www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2 -12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2012, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 18 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be prepared in 95584631.3 -31- accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 - TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the 95584631.3 -32- termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY 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. 95584631.3 -33- No default by the City in observing or performing their obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 39. Book -Entry Only System. 95584631.3 -34- It is intended that the Bonds will initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bonds described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit F (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. 95584631.3 -35- Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 40. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract, the Agreement, and the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 41. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 95584631.3 [The remainder of this page intentionally left blank.] -36- PASSED, APPROVED AND ADOPTED on the 26th day of June, 2012. CITY OF CORPUS CHRISTI Mayor ATTEST: City Secretary (SEAL) APPROVED THIS DAY OF JUNE, 2012: Carlos Valdez, City Attorney Schedule I - Refunded Obligations Schedule II - Approval Certificate Exhibit A - Paying Agent/Registrar Agreement Exhibit B - Purchase Contract Exhibit C - Escrow Deposit Letter Exhibit D - Notice of Redemption Exhibit E - Description of Annual Financial Information Exhibit F - DTC Letter of Representations 95584631.3 S -1 THE STATE OF TEXAS COUNTIES OF NUECES I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 26th day of June, 2012, authorizing the issuance of the City's General Improvement Refunding Bonds, Series 2012B (Airport Refunding — NON -AMT), 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 purpose 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 day of June, 2012. (CITY SEAL) 95584631.3 S -2 City Secretary Schedule I Refunded Obligations City of Corpus Christi, Texas General Airport Revenue Bonds, Series 2000B (Non - AMT), dated August 15, 2000, in the original principal amount of $9,640,000 and stated to mature on February 15, 2030 in the aggregate principal amount of $9,640,000. The redemption date is August 15, 2012. 95584631.3 Schedule 1 -1 SCHEDULE II Approval Certificate See Tab No. 95584631.3 Schedule II -1 95584631.3 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A -1 95584631.3 EXHIBIT B Purchase Contract See Tab No. B -1 95584631.3 EXHIBIT C Escrow Deposit Letter See Tab No. C -1 95584631.3 EXHIBIT D Notice of Redemption See Tab No. D -1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 38 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: Financial information and operating data with respect to the City of the general type included in Tables through . The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix , but for the most recently concluded fiscal year. Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 95584631.3 E -1 95584631.3 EXHIBIT F DTC Letter of Representations See Tab No. F -1 AGENDA MEMORANDUM for the City Council Meeting of July10, 2012 DATE: 7/10/12 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 M i keb(a� cctexas. com Foster Crowell, Director of Wastewater Operations (361) 857- 1801 FosterC(a� cctexas. com Large Diameter Sanitary Sewer Line Inspection & Cleaning CAPTION: Motion approving a service agreement for large diameter sanitary sewer line inspection and cleaning with Ace Pipe Cleaning, Inc., of Fort Worth, TX, based on lowest responsible proposal, in accordance with Request for Proposal No. BI- 0136 -12, for a total amount of $1,990,637.50. The term of the agreement is one year with an option to extend for up to two additional one -year periods subject to the approval of the service provider and the city manager or designee. Funds are available in the Wastewater Fund in FY11/12. BACKGROUND AND FINDINGS: The City is implementing a multi -year initiative to inspect, clean and record the condition of designated large diameter wastewater collection system pipelines in the city. This will consist of video inspection, cleaning pipelines using high pressure water jets or mechanical equipment, remote obstruction removal and transportation and proper disposal of waste materials. The City's contracted engineering advisor for this project, Coym, Rehmet & Gutierrez Engineering, L.P., assisted the City in developing the Request for Proposal and in analyzing proposals received. ALTERNATIVES: None. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Wastewater Department FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $3,504,356.23 $0 $3,504,356.23 Encumbered / Expended Amount $1,498,857.06 $0 $1,498,857.06 This item $1,990,637.50 $0 $1,990,637.50 BALANCE $14,861.67 $0 $14,861.67 Fund(s): Wastewater Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement Approvals: Veronica Ocanas, Assistant City Attorney Foster Crowell, Director of Wastewater Operations Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar Martinez, Assistant City Manager CITY OF CORPUS CHRISTI PURCHASING DIVISION PRICE SHEET RFP NO. BI- 0136 -12 LARGE DIAMETER SANITARY SEWER LINE INSPECTION & CLEANING BROWN O'BRIEN SEWER SPECIALTIES MANVEL, TX ACE PIPE CLEANING, INC. FORT WORTH, TX Unit of Group Description Quantity Measure A Mobilization B Traffic Control C CCTV Pre - Cleaning Inspection 46,500 linear feet D Line Cleaning 46,500 linear feet E Flow Control /By —Pass TOTALS Total $111,000.00 $247,475.00 $385,762.50 $1,090,925.00 $24,600.00 $1,859,762.50 Brown O'Brien Sewer Specialties does not meet the minimum requirements of the procurement and is, therefore, deemed non - responsive. Total $110,650.00 $235,050.00 $376,312.50 $1,223,125.00 $45,500.00 $1,990,637.50 Page 1 of 1 SERVICE AGREEMENT Large Diameter Sanitary Sewer Line Inspection & Cleaning Service Agreement No. THIS Large Diameter Sanitary Sewer Line Inspection & Cleaning Agreement (this "Agreement ") is entered into by and between Ace Pipe Cleaning, Inc. (the "Contractor ") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly authorized City Manager or designee ( "City Manager'), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Large Diameter Sanitary Sewer Line Inspection & Cleaning in response to RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12) which is incorporated and attached as Exhibit A; WHEREAS the City has determined Contractor to be the lowest responsible bidder; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Large Diameter Sanitary Sewer Line Inspection & Cleaning in accordance with RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12) Specification 1007. 2. Term. This Agreement is for one (1) year commencing on the date signed by the last signatory hereto and continuing for one year thereafter. The term includes an option to extend for up to two additional twelve -month periods subject to the approval of the Contractor and the City Manager. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non - performance and authorizations for payment. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Director of Wastewater. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages and the performance bond to the Contract Administrator. Additionally, the Certificate must state that the Director Wastewater will be given at least thirty (30) days' notice, by certified mail, of cancellation, material change in the coverages or intent not to renew any of the policies. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request. 14 6. Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of • any fiscal year of the City (the City's fiscal year ends on July 31st), is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12), or the Contractor's bid offer to RFP No. BI- 0136 -12 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Director of Wastewater. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in RFP No. BI- 0136 -12 (which includes Specification 1250, dated 4/3/12). Failure to keep all insurance policies and performance bonds in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty -four (24) hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, 15 Ptjblication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand - delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Director of Wastewater P.O. Box 9277 Corpus Christi, Texas 78469 -9277 IF TO CONTRACTOR: Contractor Contact Address: City, State, Ace Pipe Cleaning, Inc. Bruce Jameson 1509 Sylvania Ct. Fort Worth TX 76111 17. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods /services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month -to -month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ( "INDEMNITEES ") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF 16 INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. SIGNED this 6th day of June, 2012. CITY OF CORPUS CHRISTI ( "CITY ") Contractor Ace Pipe Cleaning, Inc Steve Hontz Title: President Michael Barrera Date Assistant Director of Financial Services APPROVED THIS Incorporated by Reference: Exhibit A: RFP No. BI- 0136 -12 Exhibit B: Proposer's Proposal DAY OF , 20 . 17 AGENDA MEMORANDUM Future Agenda: June 19, 2012 Action: June 26, 2012 DATE: June 26, 2012 TO: Ronald L. Olson, City Manager FROM: Pete Anaya, P.E., Director of Planning & Environmental Services E -Mail: Petean(c�cctexas.com Work Phone: 826 -3781 Contract Amendments for Air Quality Services (TAMU -CC & UNT) PURPOSE: Resolution authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with Texas A & M University Corpus Christi for the Pollution Partnership Alliance Clean Fleet Program by adding $140,750.00 for cost reimbursements and extending the term through August 31, 2013; authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with the University of North Texas University for Air Quality Monitoring and Modeling by adding $184,750.00 for costs reimbursements and extending the term through August 31, 2013. BACKGROUND AND FINDINGS: Additional funding is needed for Texas A &M University Corpus Christi and the University of North Texas to continue providing pollution prevention and air quality services. The City received formal notification of from the Texas Commission on Environmental Quality (TCEQ) of funding for the 2012 — 2013 Biennium. Council accepted and appropriated the grant during the April 10, 2012 Council Meeting. The proposed amendments will allow continuation of work based on the revised work plan for September 1, 2012 through August 31, 2013. ALTERNATIVES: 1. Approval of the Amendments as recommended. 2. Initiate a qualification based selection process for the required services. FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP C: \Program Files \Granicus \Legistar5 \Packet \981_City Council_ 6 _ 26 _ 2012 \0026_1_Agenda Memo - Air Quality Amendment 2 TAMUCC UNT.doc FISCAL YEAR: 2012 -2013 Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget 442,300.00 442,300.00 Encumbered /Expended amount as of 07/31/2012 70,000.00 70,000.00 This item 0 325,500.00 325,500.00 BALANCE 0 46,800.00 46,800.00 COMMENTS: The contracts provide for air quality monitoring and modeling (UNT) and the Pollution Partnership Clean Fleet program (TAMUCC). RECOMMENDATION: Approval of resolutions as presented. CONFORMITY TO CITY POLICY: The contracts and selection process complies with City Policy. EMERGENCY / NON-EMERGENCY: N.A. DEPARTMENTAL CLEARANCES: Planning /Environmental Services LIST OF SUPPORTING DOCUMENTS: Exhibit A: Contract Summaries Cc: Veronica Ocanas, Assistant City Attorney Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar Martinez, Assistant City Manager C: \Program Files \Granicus \Legistar5 \Packet \981_City Council_ 6 _ 26 _ 2012 \0026_1_Agenda Memo - Air Quality Amendment 2 TAMUCC UNT.doc Exhibit A AMENDMENT No. 2 INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A & M UNIVERSITY - CORPUS CHRISTI AND THE CITY OF CORPUS CHRISITI WHEREAS, the City entered into a Grant Agreement for Air Quality Planning ( "Grant ") with the Texas Commission on Environmental Quality ( "TCEQ "), Contract No. 582 -11 -11223 for air quality planning activities in areas considered to be near non - attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990, which activities may include without limitation identifying, inventorying, and modification and quantification of potential pollution reduction through voluntary control, and which activities will be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Coastal Bend; WHEREAS, an element in the City's proposal for the Grant was Texas A &M University — Corpus Christi (TAMU -CC) was a continuation of the "Pollution Prevention Partnership and Education Outreach Program "; WHEREAS, TCEQ has provided the City with additional funding, and the City desires to supplement funding for TAMU -CC's "Pollution Prevention Parnership and Education Outreach Program "; WHEREAS, the supplemental funding contract between TCEQ and City provides funding for TAMU -CC's "Pollution Prevention Parnership and Education Outreach Program"; which TCEQ has extended into biennium 2012 -2013. NOW, THEREFORE, the parties agree to the amendment of Section 5. Price and Payment as follows: Section 5. Price and Payment, Paragraph 1 is revised to read: As compensation for the performance of the agreement, the City agrees to reimburse TAMU -CC on a cost - reimbursement basis an additional amount of One Hundred Forty Thousand Seven Hundred Fifty Hundred Dollars ($140,750.00) in a restated amount up to Four Hundred Ten Thousand Seven Hundred Fifty and nolxx dollars ($410,750.00) Toe for expenses authorized under the Grant as approved by TCEQ. TAMU -CC agrees to expend funds under the budget in accordance with the scope detailed by the Pollution Partnership Work Plan for September 1, 2012 through August 31, 2013 as set forth in Exhibit A -2, which is attached to and incorporated into this agreement by reference. • 1 1 1 1 1 Section 5. Price and Payment paragraph a. is revised to read: a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to TAMU -CC, if funding is not available from TCEQ through the Grant. Payments may not exceed Four Hundred Ten Thousand Seven Hundred Page 1 of 2 K:1Engineering DataExchangelKevinSIGENIENVIRONMAAirOualityGrant2012- 2013Biennium \TAMUCCInterlocalAmd2.doc Fifty and no /xx dollars ($410,750.00) from the date of execution of the original Agreement through August 31, 2013 to August 31, 2011. All other terms and conditions of the originally authorized December 14, 2010, as amended, between the City and TAMU —CC shall remain in effect. CITY OF CORPUS CHRISTI By: TEXAS A &M UNIVERSITY — CORPUS CHRISTI By: s'• 22- • /Z Oscar Martinez Date AuthgYized Representative Date Dr. Luis Cifuentes me Assistant City Manager ATTEST: Armando Chapa City Secretary APPROVED AS TO FORM: Veronica Ocanas Assistant City Attorney RECOMMENDED: Date Title Date Pete Anaya, P.E. Date Director of Planning and Environmental Services Page 2 of 2 K:1Engineering DataExchange lKevinS1GEN1ENVIRONM AirQualityGrant2012- 2013BienniumlTAMUCCInterlocalAmd2 .doc Work Plan for Rider 8 FY 2012 -2013 Funding Recipient: Pollution Prevention Partnership —Texas A &M University- Corpus Christi Task 5: Planning and Outreach 5.1 The Performing Party, subcontracting with Texas A &M University- Corpus Christi, Pollution Prevention Partnership, shall establish stakeholder groups or committees that include local governments, businesses, citizens groups, and environmental groups. The purpose of these stakeholder groups shall be(to the extent the Performing Party determines appropriate) to foster community participation in local ozone reduction efforts, review technical work, serve as source of information of ideas in developing local ozone reduction efforts. This task had been assigned by TCEQ as part of the work plan format for FY 2009 -2010 funding cycle. This task will no longer be performed by the Pollution Prevention Partnership in the 2012 -2013 funding cycle due to funding cuts. 5.2 The Performing Party shall maintain a public web site to facilitate public access to air quality information and the technical or outreach efforts undertaken by the Performing Party. The Performing party shall document traffic on its website by counting the number of times the web site is "hit" each month. This task had been assigned by TCEQ as part of the work plan format for FY 2009 -2010 funding cycle. This task will no longer be performed by the Pollution Prevention Partnership in the 2012 -2013 funding cycle due to funding cuts. 5.3 The Performing Party (Pollution Prevention Partnership [P3]) shall develop, implement and deliver a Clean Fleet program for the Corpus Christi Air Shed. Mobile source emissions from vehicles are a significant contributor to ozone precursors in Corpus Christi. The Clean Fleet program will measure vehicle emissions from area public and private fleets for hydro carbons and NOx, coordinate emission reducing repairs to identified polluting fleet vehicles, re -test the emissions of each repaired vehicle, calculate and quantify emissions reductions as a result of repairs, and document the quantified emissions reductions directly related to the Clean Fleet program. Frequency of emissions testing for each fleet will be mileage based. Vehicles driven 20,000 miles per year or less will be tested annually and vehicles driven in excess of 20,000 miles per year will be tested quarterly. The approximate total of vehicles; both gasoline and diesel, committed to participate in the program thus far with preliminary surveying is 400. Additional public and private fleets will be recruited to participate throughout the term of the program with a total vehicle participation goal for the program of 800 vehicles. Exhibit A -2 Pa 1 of 3 Deliverables: • Based on funding and fleet owner interest, a minimum of 1 emissions testing site visit each month will be strived for. • The Regional Transportation Authority has committed to emissions test their diesel buses (30 buses), test new CNG buses as they come into the fleet and provide an emissions comparison of a bus route run with a diesel bus and the same route with a CNG bus. The Regional Transportation Authority has purchased 10 CNG buses and this comparison and database will be developed for each of the 10 buses. • A report and database will be submitted monthly that includes: o a quantification of vehicles solicited to participate in emissions testing, o quantification of vehicles successfully recruited to participate in emissions testing, o quantification of each vehicle screened for emissions, o quantification of NOx and hydrocarbons of each vehicle screened, o quantification of polluting vehicles identified, o quantification of vehicles repaired, o quantification of vehicle emissions read after emission reduction repairs, o quantification of emissions reduced as a result of the program. Deliverable Date: The Performing Party shall document project activity on a monthly basis through the monthly progress reports required in Task 5 of this work plan. Each monthly report will be submitted by the 5th of the month and describe all activities and emissions reductions from the previous month. A final report shall be provided no later than October 1, 2013. Cost: September 2012 - August 2013 - $140,750 5.4 The public outreach projects will implement programs that educate the community about air quality, including the impact on air quality of individual choices, recommendations for alternative choices that minimize air quality impact, and ozone action day messages. This task will be accomplished by a continuous community presence of the Pollution Prevention Partnership and its air quality messages via briefings of the media as well as coordination and participation in numerous interviews, community Exhibit A -2 Page 2 of 3 events, air quality curricula provided to area schools, presentations to community and civic groups, and other public presentation and outreach opportunities. This task will no longer be performed by the Pollution Prevention Partnership due to funding cuts. Exhibit A -2 Page 3 of 3 AMENDMENT No. 2 INTERLOCAL COOPERATION AGREEMENT BETWEEN UNIVERSITY OF NORTH TEXAS AND THE CITY OF CORPUS CHRISITI INTERLOCAL COOPERATION AGREEMENT between University of North Texas ( "UNT ") and the City of Corpus Christi ( "City "), WHEREAS, the City entered into a Grant Agreement for Air Quality Planning ( "Grant ") with the Texas Commission on Environmental Quality ( "TCEQ "), Contract No. 582 -11 -11223 for air quality planning activities in areas considered to be near non - attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990, which activities may include without limitation identifying, inventorying, and modification and quantification of potential pollution reduction through voluntary control, and which activities will be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Coastal Bend; WHEREAS, an element in the City's proposal for the Grant was UNT's proposed "Corpus Christi Ozone Near Non - Attainment Area Assessment and Planning Study," which study is being prepared by UNT, as a continuation of the City's Regional Air Quality Committee's Air Quality Assessment and Planning Program; WHEREAS, TCEQ stated that the preferred activity to be funded by the additional would be additional air quality monitoring effort as set forth by UNT's "Corpus Christi Ozone Near Non - Attainment Area Assessment and Planning Study "; WHEREAS, the supplemental funding contract between TCEQ and City provides funding for UNT's "Corpus Christi Ozone Near Non - Attainment Area Assessment and Planning Study," in cooperation with its partners which TCEQ has extended into biennium 2012- 2013 and such activities require an amendment to authorize funding and scope modification for the term of September 1, 2012 through August 31, 2013 subject to continuation after August 31, 2013 upon approval of the TCEQ. NOW, THEREFORE, the parties agree to the amendment of Section 5. Price and Payment as follows: Section 5. Price and Payment, Paragraph 1 is revised to read: As compensation for the performance of the agreement, the City agrees to reimburse UNT on a cost - reimbursement basis an additional amount of One Hundred Eighty Four Thousand Seven Hundred and no /xx Dollars ($184.750.00) in a restated amount up to Five Hundred Thirteen Thousand Seven Hundred Fifty Dollars ($513,750.00) wee -Hunk for expenses authorized under the Grant as approved by TCEQ. UNT agrees to expend the additional funds under the budget detailed in Exhibit A -2, Amended Work Plan, which is attached to and incorporated into this agreement by reference. • 1 1 * 1 1 Page 1 of 2 K:lEngineering DataExchangelKevinSl GEN1ENVIRONM1 AirQualityGrant2012- 2013BienniumlUNTInterlocalAmd2- 042512.doc Section 5. Price and Payment paragraph a is revised to read: a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to UNT, if funding is not available from TCEQ through the Grant. Payments may not exceed Five Hundred Thirteen Thousand Seven Hundred Fifty and no /xx Dollars ($513,750.00) Three H 4ndred Twenty Nine from the execution of this Agreement through August 31, 2013 to August 31, 2012. All other terms and conditions of the originally authorized December 14, 2010, as amended, between the City and UNT shall remain in effect. CITY OF CORPUS CHRISTI UNI ITY OF �F - TEXAS By: By: � ' 5‘001— Oscar Martinez Date 1ea�f3ush, Senior Associate Date City Manager Vice President for Finance ATTEST: Armando Chapa Date City Secretary APPROVED AS TO FORM: The `4,ktt day of ►V Date Veronica Ocanas Assistant City Attorney Pete Anaya, P.E. Date Director of Planning /Environmental Services 2012 Page 2 of 2 K:1Engineering DataExchange KevinSl GEN1 ENVIRONM1 AirQualityGrant2012- 2013BienniumlUNTInterloca lAmd2- 042512.doc �vixs oiRrx°cns KINGSVILLE Corpus Christi Ozone Near Non - Attainment Area Air Quality Research Activities (2012 -2013) Project Coordinator: Proposed by the College of Engineering University of North Texas, Denton Dr. Kuruvilla John Professor Department of Mechanical and Energy Engineering and Associate Dean of Research and Graduate Studies College of Engineering University of North Texas, Denton Project Duration: September 1, 2012 through August 31, 2013 Project Overview: The Texas Commission on Environmental Quality (TCEQ) Is continuing to support the Corpus Christi ozone near nonattainment area air quality research and planning activities through a biennial Rider 8 appropriation to the City of Corpus Christi. The technical activities on this project have been operated out of the University of North Texas (UNT) under the supervision of Dr. Kuruvilla John through an interlocal agreement with the City of Corpus Christi. The project team is comprised of Dr. John's air resources engineering research group at UNT and Ms. Saritha Karnae at Texas A&M University - Kingsville (TAMUK). For continuing the technical research activities under this project for 2012 -2013, a research team led by Dr. Kuruvilla John and located jointly at the University of North Texas and Texas A &M University - Kingsville (the team is hereby referred to as the "Performing Party") working in close collaboration with the City of Corpus Christi and the Texas Commission on Environmental Quality hereby submits the following work plan. The work plan is broadly categorized into five major tasks with associated costs broken down by project tasks. Funding Request: Task 1. Ambient air quality monitoring through Aug 2013 $170,000 Task 2. Conceptual model update through 2012 $ 14,750 Total $184,750 February 2012 1 txhibit A-2T Page 1 of 4 �o� l��f�ns c KINGSVILLE Task 1; Ambient Monitoring Projects 1.1 The Performing Party will continue to collect and deliver any routine, hourly ambient monitoring data to the TCEQ in Austin (through the LEADS) collected in Phase I. In order to provide accurate, quality assured data for modeling efforts and to track movement of pollutants, the Performing Party will operate the ambient air monitoring sites as listed in Table 1: Ambient Air Monitoring Sites to be Operated by the Grant Recipient. The geographical location of the monitoring sites is shown in Figure 1. The data will be transferred regularly to the TCEQ's Leading Environmental Analysis and Display System (LEADS) data system as specified in Table 1. The Performing Party will operate four of these monitoring sites April 1 until October 31. Table 1. Ambient air monitoring sites to be operated r LOCATION (ADDRESS) EQUIPMENT (INSTRUMENTS) START DATE END DATE Holly Road site (CAMS 660) - Water pumping station operated by the City of Corpus Christi located in the growing suburbs of the south side of the City. Teledyne API 400E ozone analyzer, F460 wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 Aransas Pass site (CAMS 659) - Wastewater treatment plant operated by City of Aransas Pass and in cooperation with the San Patricio Water District. A coastal location to the NE of Corpus Christi. Teledyne API 400E ozone analyzer, RM young wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 Violet site (CAMS 664) - Pumping station located west of Corpus Christi. Rural location surrounded by open field for several miles. Teledyne API 400E ozone analyzer, RM young wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 Odem site (CAMS 686) - Pumping station operated by San Patricio Water District. Rural location NW of Corpus Christi. Teledyne API 400E ozone analyzer, F460 wind sensors, Coastal environmental Atmospheric Temperature /Relative Humidity (AT /RH) sensor, Zeno 3200 datalogger, and Enfora wireless modem. September 1, 2012 April 1, 2013 November 1, 2012 August 31, 2013 February 2012 Exhibit A -2 Page 2 of 4 KiN�GS�. VILLE Figure 1. Air monitoring sites in the Corpus Christi urban airshed. This contractor -owned transfer standard will be calibrated according to TCEQ specifications, policies and procedures in the TCEQ's NAMS /SLAMS Network and U.S. Mexico Border Support Activities Quality Assurance Project Plan for Air Monitoring in Texas. These requirements are based on requirements found in the code of Federal Regulations (CFR) 40, Parts 50, 53, and 58. See URL htta: / /www.epa.gov/ dots /epacfr40 /chapt- I.info /subch -C.htm Deliverable: Deliverable Date: Ambient monitoring data collected at monitoring sites described in the Phase II work plan delivered to TCEQ's LEADS. Continuously between September 1, 2012, and November 1, 2012 and April 1, 2013, and August 31, 2013, or as soon as practical. Cost: $170,000 (cost includes monitoring equipment upgrade and replacement for one site) February 2012 Exhibit A -2 Page 3 of 4 UNIVERSUy NORTH 1EXAS KINGSVILLE Task 2: Update Conceptual Model through the 2012 Ozone Season The Performing Party will identify necessary and sufficient conditions for high or exceeding ozone measurements in their program area (defined as the immediate statistical area plus adjacent counties) of the ozone National Ambient Air Quality Standards (NAAQS). The Performing Party's analyses will include any seasonal variations and use data through 2012 to the extent possible. In particular, the Performing Party's conceptual model will include the following analyses: • Evaluate the wind speeds, directions and time of day associated with high ozone events to determine the local conditions and source alignments most frequently associated with high ozone events. • Develop 24 hour back trajectories to determine source regions most (and least) likely to affect local area ozone. • Conduct a weekday /weekend analysis to evaluate the potential effectiveness of reduced levels of local industrial and mobile source activity on their area; • Evaluate the range and average background ozone concentrations associated with local wind directions; • Investigate ozone and precursor trends and estimate the annual frequency of high ozone days at varying standard levels (above); and • Address additional relevant questions listed in Section 11.1.1 of EPA's ozone modeling guidance document, Guidance on the Use of Models and Other Analyses to Demonstrating Attainment of Air Quality goals for Ozone, PM2.5, and Regional Haze. Deliverable: The Performing Party will deliver an updated Conceptual Model containing analysis of monitoring and other data through 2012. The conceptual model will be delivered to the TCEQ in a Microsoft Office Word and Adobe Acrobat Reader ( *.pdf) format. Accompanying data and other supporting material will be provided in a mutually agreeable electronic format. Deliverable Date: April 15, 2013 Cost: $14,750.00 February 2012 Exhibit A -2 Page 4 of 4 Page 1 of 2 Resolution authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with Texas A & M University Corpus Christi for the Pollution Partnership Alliance Clean Fleet Program by adding $140,750.00 for cost reimbursements and extending the term through August 31, 2013; authorizing the City Manager, or designee, to execute Amendment No. 2 to Interlocal Cooperation Agreement with the University of North Texas University for Air Quality Monitoring and Modeling by adding $184,750.00 for costs reimbursements and extending the term through August 31, 2013. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1 The City Manager or designee is authorized to execute Amendment No. 2 to the Interlocal Cooperation Agreement for the Pollution Partnership Alliance Clean Fleet Program with Texas A & M University — Corpus Christi by adding up to an additional $140,750.00 in cost -based reimbursements and extending the term through August 31, 2013. SECTION 2 The City Manager or designee is authorized to execute Amendment No. 2 to the Interlocal Cooperation Agreement for Air Quality Monitoring and Modeling with University of North Texas by adding up to an additional $184,750.00 in cost -based reimbursements and extending the term through August 31, 2013. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor 0026_3_Resolution - Air Quality Interlocal Amendment 2 TAMUCC UNT Page 2 of 2 Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0026_3_Resolution - Air Quality Interlocal Amendment 2 TAMUCC UNT CITY OF CORPUS CHRISTI CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of 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. Future payments are subject to annual appropriation by the City Council. City Council Action Date: April 17, 2012 AGENDA ITEM: Resolution authorizing the City Manager, or designee, to execute Amendment No. 1 to the Interlocal Agreement for Pollution Prevention Partnership (Air Quality) with Texas A &M University Corpus Christi in the amount $70,000.00 to extend the term of the contract through August 31, 2012. Amount Certified: $70,000.00 Fund Name Account No. Fund No. Org. No. Project No. Amount Community Enrichment Grant 530000 1071 00000 /010575 $70,000.00 Total $70,000.00 Certification Not Required Director of Financial Services Date: CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) 1, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of 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. Future payments are subject to annual appropriation by the City Council. City Council Action Date: March 27, 2012 AGENDA ITEM: b. Ordinance appropriating $442,300.00 from the Texas Commission on Environmental Quality in the No. 1071 Community Enrichment Grants Fund for air quality planning activities; and declaring an emergency. Amount Certified: $442,300.00 Fund Name Account No. Fund No. Org. No. Project No. Amount Community Enrichment Grant 1071 00000 9010 5 7 , $442,300.00 Total $442,300.00 Certification Not Required frDirector of Financial Services Date: 3 -i a ' i 2_ K:1Englneering OataExchangelKevinS4GENSENVIRONMSAir0ualityGrant2012- 2013BienniumlAgendaMemOAirGrantAppropriatienOrd2012- 2013,doc AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: 5/18/2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Interim Director of Engineering Services DanB @cctexas.com (361) 826 -3729 Packery Channel Boat Ramp Parking Lot and Access Road Lighting CAPTION: Motion approving a Contribution -In- Aid -Of- Construction Agreement with American Electric Power (AEP) in the amount of $129,813.44, for installation of the Packery Channel Boat Ramp Parking Lot and Access Road Lighting. BACKGROUND AND FINDINGS: The Packery Channel Boat Ramp Parking Lot and Access Road was completed by Garret Construction Company Inc in July 2009. The project consisted of constructing a paved parking facility adjacent to the existing Packery Channel Boat Ramp, concrete bollards, minor drainage improvements, landscaping, electrical conduit and pull boxes for lighting. American Electric Power (AEP) will install underground primary and secondary electrical distribution to serve 7 -250 watt high pressure sodium street lights along the access road and 14- 400 watt high pressure sodium flood lights for the parking lot. ALTERNATIVES: Not Applicable OTHER CONSIDERATIONS: The lighting project for Packery Channel Phase I Boat Ramp, Parking Lot, and Access Road, needs to be completed before service is provided for Phase II Parking and Overlooks. CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY / NON-EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Not Applicable FINANCIAL IMPACT: CIP Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 18,800 240,600.00 240,600.00 500,000.00 Encumbered / Expended Amount 18,800 18,800.00 This item 129,813.44 129,813.44 BALANCE 0 110, 786.56 240, 600.00 351, 386.56 Fund(s): Bond 2008 Street Lighting Funds CIP ST #18 Comments: Not Applicable RECOMMENDATION: Staff Recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Contribution -In- Aid -Of- Construction Agreement American Electric Power Lighting Layout Exhibit Approvals: Veronica Ocanas, Assistant City Attorney Constance P. Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Oscar R. Martinez, Assistant City Manager PROJECT BUDGET PACKERY CHANNEL BOAT RAMP PARKING LOT AND ACCESS ROAD LIGHTING BOND ISSUE 2008 June 10, 2012 FUNDS AVAILABLE: Bond 2008 Street Lighting Budget $500,000.00 FUNDS REQUIRED: Construction (AEP) $129,813.44 Contingencies (10 %) 12,981.00 Contract Administration (Contract Preparation /Award /Admin) 1,622.67 Engineering Services (Project Mgt /Constr Mgt/Traffic Mgt) 1,622.67 Construction Observation Services (included in construction cost) 0.00 Misc. (Printing, Advertising, etc.) 750.00 Total $146,789.78 FUNDS REMAINING $353,210.22 C: \Program Files \Granicus \Legistar5 \Packet \981_City Council _6_26_2012 \0027_2_Packery Channel - Project Budget /PADRE / ISLAND PACKERY CHANNEL LIGHTING PROJECT LOCATION EERY ANNE -L ;(W H ITEC "P /` GULF OF MEXICO SCALE: N.T.S. SCALE: N.T.S. PACKERY CHANNEL LIGHTING PROJECT LOCATION Traffic Engineering Div. 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STLr ,4 `4SAt 34. r" �,"^ ,a f` S,. •,•� `ti, "� •- 'r,r�rA';n. �^ 3S �ff�C6NCf106 d )i �" t= �,, ^ " "r,l"� �� ~NP5 -4SI4W f1LF0a r •" ! ltt��a e;y� a� 5A5ft •t;ONCF�8!i sni f3: 100157 21 t J5027157 SUBSURFAa --- 1j n C -� JL 2 p.. 2A:A24 299255502fiE2+ nsz4rz ^x:l @SLIttFA E__ 1 Pfi -aoaw Fland t �� 35 ft CQYVC b@ 5 riC r3L !J7 sil 299a52 2 6 9$9 5 - /D AL Ji A n42411 SUesSURFACc t � 521 694.,n2G36a NP5 C t jf _. 5i i¢G 5988tl ' 51991 `v9`va288a& ' CITY OF CORPUS CHRISTI Service: Zahn Rd & HWY 361 Mustang Island, TX Contract #: DWMS00000146191 AEP Texas Central Company Contribution -In- Aid -Of- Construction Agreement For Electric Distribution Service Work Request #: 43986551 Mailing: 1201 LEOPARD CORPUS CHRISTI, TX 78401 Date: 4/17/2012 You, CITY OF CORPUS CHRISTI (Customer) have requested AEP Texas Central Company (Company) to install /construct certain electric distribution facilities (hereinafter referred to as "Facilities ") as follows:INSTALL UNDERGROUND PRIMARY AND SECONDARY TO SERVE 7 250W HPS STREET LIGHTS AND 14 400W FLOOD LIGHTS FOR PACKERY CHANNEL PARKING LOT The cost for construction /installation of the requested Facilities will be in excess of what would normally be provided by Company at no additional cost to the Customer to initiate service. In accordance with the Company's approved Tariff, as filed with the Public Utilities Commission of Texas, the Customer agrees to pay Company a one -time, non - refundable, Contribution -In- Aid -Of- Construction (CIAO) in the amount of 129,813.44. The Customer understands that he /she receives no ownership or control of the Facilities by virtue of the payment of the CIAO. The Facilities installed by the Company will remain the property of the Company. The Company expressly retains the right to use said Facilities for any purpose which Company deems appropriate under good utility practices, including the distribution of electric service to other customers. Company agrees to INSTALL FACILITIES TO PREMISES IDENTIFIED AT HWY 361 AND ZAHN ROAD, and the Customer agrees to provide THE AID TO CONSTRUCTION AMOUNT SPECIFIED ABOVE and to be ready to take electric service on or before 04/17/2012. It is understood and agreed that the Company will not begin construction /installation of the Facilities until full payment of the CIAO has been received by the Company; therefore, Customer understands and agrees that he /she needs to make full payment of the CIAO in sufficient time to allow for the construction /installation to be completed by the In Service Date. The pricing of the CIAO quoted herein is based on the specifics of the Customer's request, including the Customer's stated In Service Date, and must be accepted by the Customer by executing and returning to the Company this Agreement by 7/16/2012 to remain valid. Should Customer alter the request for facilities, or request a delay in (or is otherwise unable to take service by the stated In Service Date, the Company reserves the right to update the pricing and require an additional CIAO payment to reflect any increases in cost due to the alteration in requested facilities or the delay in taking service, or both. Nothing contained herein shall be construed as a waiver or relinquishment by Company of any right it has or may hereafter have to discontinue service for default in the payment of any bill owing or to become owing hereunder or for any reason or cause allowed by law. By signing and returning this Agreement, Customer understands and accepts the above described terms and conditions. Customer Company By By Signature: Signature: Title: Title: Date: Date: PLEASE » Please remit To: American Electric Power DETACH » Sandra Luna STUB » P.O. Box 2121 Corpus Christi, TX 78403 AND » Bill To: RETURN » CITY OF CORPUS CHRISTI 1201 LEOPARD WITH » CORPUS CHRISTI, TX 78401 PAYMENT » Contract No: DWMS00000146191 Date: 4/17/2012 Description INSTALL UNDERGROUND PRIMARY AND SECONDARY TO SERVE 7 250W HPS STREET LIGHTS AND 14 400W FLOOD LIGHTS FOR PACKERY CHANNEL PARKING LOT Company No: 211 Contract No: DWMS00000146191 Customer No: 10010641 Date: 4/17/2012 Amount Due: 129,813.44 Amount Remitted: PRO FORMA Customer No: Purchase Order: Quantity UOM Init Amt Net Amount 10010641 43986551 1.0 EA 129,813.44 129,813.44 Amount Due: 129,813.44 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 20, 2012 (Revised) TO: Ronald L. Olson, City Manager FROM: Mark Van Vleck, Interim Director of Development Services MarkVV@cctexas.com 361.826.3246 Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with the Developer of King's Point Unit 9 in the amount of $53,431.46. (North of Yorktown Boulevard & west of Cimarron Boulevard) CAPTION: A) Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. B) Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Mostaghasi Investment Trust, Developer of King's Point Unit 9, in the amount of $53,431.46 for the City's portion of the cost of Maximus Drive and Queen Bess Drive abutting the linear park, in accordance with the Unified Development Code. BACKGROUND AND FINDINGS: The developer, Mostaghasi Investment Trust, is proposing to develop a 71 -lot single - family residential subdivision known as King's Point Unit 9. The tract of land is located north of Yorktown Boulevard and west of Cimarron Boulevard. The developer has dedicated a 1.2 -acre tract of land for a park. The park will abut 2 streets, Maximus Drive and Queen Bess Drive. King's Point has a preliminary plat that was approved by the Planning Commission in May 2005. As a result, the street abutting the parkland must be designed to residential collector standards. The residential collector is larger than the local residential street. Since the City is requiring the developer to construct a larger street, the City is participating in half street construction for both Maximus and Queen Bess Drives which abut the parkland. The participation agreement includes the street, curb, gutter and 4 -foot wide sidewalk. ALTERNATIVES: Denial of the Participation Agreement. OTHER CONSIDERATIONS: City Council Summary Mostaghasi Investment Trust Participation Agreement Page 2 None. CONFORMITY TO CITY POLICY: The proposed roadway abutting a park is consistent Park Master Plan. EMERGENCY / NON- EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: The Department of Engineering Services, Finance & Resource Management Division has reviewed the funds available from the Bond 2008 Streets, Developers Participation line item and have verified that the monies are available. FINANCIAL IMPACT: CIP FY2012 Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,248,700.00 $151,300.00 $2,400,000.00 Encumbered / Expended Amount 1,935,558.52 (1,935,558.52) This item $53,431.46 (53,431.46) BALANCE Fund(s): Street Bond 2008 Comments: RECOMMENDATION: Staff recommends approval of the motion authorizing the City Manager or designee to enter into a Participation Agreement with Mostaghasi Investment Trust for the construction of the Maximus Drive and Queen Bess Drive road improvements abutting a park not to exceed $53,431.46. LIST OF SUPPORTING DOCUMENTS: Participation Agreement C: \PROGRAM FILES \GRANICUS \LEGISTAR5 \ PACKET \981 CITY COUNCIL 6 26 2012 \0028 1 AGENDA MEMO - KING'S POINT UNIT 9.DOC Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. BE IN ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 is amended to increase ST28- Developer Participation Line item by $53,431.46. Section 2. The FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 is amended to increase expenditures in the amount of $53,431.46. Section 3. That upon written request of the Mayor of five council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and shall take effect upon first reading as an emergency this the day of July, 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor Corpus Christi, Texas day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor, City of Corpus Christi Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott K: \DEVELOPMENTSVCS \SHARED \LEGISTAR \CC JULY 10 \KING'S POINT UNIT 9 \07 -10 -2012 AMENDING ORDINANCE KING'S Point Unit 9 Rev1.docx AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 20, 2012 (Revised) TO: Ronald L. Olson, City Manager FROM: Mark Van Vleck, Interim Director of Development Services MarkVV@cctexas.com 361.826.3246 Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with the Developer of King's Point Unit 9 in the amount of $53,431.46. (North of Yorktown Boulevard & west of Cimarron Boulevard) CAPTION: A) Ordinance amending the FY 2012 Capital Improvement Budget adopted by Ordinance No. 029135 for ST28- Developer Participation Line Item; increasing expenditures in the amount of $53,431.46; and declaring an emergency. B) Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Mostaghasi Investment Trust, Developer of King's Point Unit 9, in the amount of $53,431.46 for the City's portion of the cost of Maximus Drive and Queen Bess Drive abutting the linear park, in accordance with the Unified Development Code. BACKGROUND AND FINDINGS: The developer, Mostaghasi Investment Trust, is proposing to develop a 71 -lot single - family residential subdivision known as King's Point Unit 9. The tract of land is located north of Yorktown Boulevard and west of Cimarron Boulevard. The developer has dedicated a 1.2 -acre tract of land for a park. The park will abut 2 streets, Maximus Drive and Queen Bess Drive. King's Point has a preliminary plat that was approved by the Planning Commission in May 2005. As a result, the street abutting the parkland must be designed to residential collector standards. The residential collector is larger than the local residential street. Since the City is requiring the developer to construct a larger street, the City is participating in half street construction for both Maximus and Queen Bess Drives which abut the parkland. The participation agreement includes the street, curb, gutter and 4 -foot wide sidewalk. ALTERNATIVES: Denial of the Participation Agreement. OTHER CONSIDERATIONS: City Council Summary Mostaghasi Investment Trust Participation Agreement Page 2 None. CONFORMITY TO CITY POLICY: The proposed roadway abutting a park is consistent Park Master Plan. EMERGENCY / NON- EMERGENCY: Non - Emergency DEPARTMENTAL CLEARANCES: The Department of Engineering Services, Finance & Resource Management Division has reviewed the funds available from the Bond 2008 Streets, Developers Participation line item and have verified that the monies are available. FINANCIAL IMPACT: CIP FY2012 Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,248,700.00 $151,300.00 $2,400,000.00 Encumbered / Expended Amount 1,935,558.52 (1,935,558.52) This item $53,431.46 (53,431.46) BALANCE Fund(s): Street Bond 2008 Comments: RECOMMENDATION: Staff recommends approval of the motion authorizing the City Manager or designee to enter into a Participation Agreement with Mostaghasi Investment Trust for the construction of the Maximus Drive and Queen Bess Drive road improvements abutting a park not to exceed $53,431.46. LIST OF SUPPORTING DOCUMENTS: Participation Agreement C: \PROGRAM FILES \GRANICUS \LEGISTAR5 \ PACKET \981 CITY COUNCIL 6 26 2012 \0029 1 AGENDA MEMO - KING'S POINT UNIT 9.DOC STATE OF TEXAS Participation Agreement Between Mostaghasi Investment Trust and City Page 1 of 5 PARTICIPATION AGREEMENT § COUNTY OF NUECES § THIS PARTICIPATION AGREEMENT (hereinafter "Agreement ") is entered into between the City of Corpus Christi (the "City "), a Texas Home -Rule Municipal Corporation, P. O. Box 9277, Corpus Christi, Texas 78469- 9277and Mostaghasi Investment Trust ( "Owner "), 8026 Bar Le Doc Drive, Corpus Christi, Texas 78414. WHEREAS, the Owner owns certain real property located in Nueces County, Texas, being 17.797 acres out of Lots 4, 5, 6, 11, 12 and 13, Section 10, Flour Bluff and Encinal Farm and Garden Tracts (the "Property ") as shown on the attached final plat (Exhibit 1), and Owner desires to plat the Property designated on Exhibit 1 as King's Point Unit 9, hereinafter referred to as "Plat "; and WHEREAS, as a condition of the Plat, Owner is required to extend and construct both Maximus Drive and Queen Bess Drive from its existing terminus for a distance of approximately two hundred forty (240) feet in order to complete Queen Bess Drive and extend Maximus Drive to the west into the proposed development as depicted on and in accordance with the improvement requirements set forth on Exhibit 2 (the "Roadway Extension "); and WHEREAS, it is in the best interests of the City to have the public street infrastructure installed by Owner in conjunction with the Owner's final plat; and WHEREAS, Chapter 212 of the Texas Local Government Code authorizes a municipality to make a contract with an owner of a subdivision or land in the municipality to construct public improvements related to the subdivision or land; and WHEREAS, this Agreement complies with Texas Local Government Code § 212.071 et seq. and the Unified Development Code, Section 8.4.1 (A). NOW, THEREFORE, in order to provide a coordinated public street construction project, the City and Owner agree as follows: Subject to the terms of this Agreement and the Plat attached and incorporated as Exhibit 1, Owner will construct the Roadway Extension for and on behalf of the City in accordance with the plans and specifications as are approved by the City Engineer on behalf of the City. Participation Agreement Between Mostaghasi Investment Trust and City Page 2 of 5 The parties acknowledge and confirm the Preliminary Reimbursement Cost Estimate for construction of the Roadway Extension, attached and incorporated as Exhibit 3 (the "Cost Estimate "). Subject to the limitation below, Owner shall pay a portion of the costs of construction of the Roadway Extension. Subject to the limitation set forth below, the City shall pay the remaining portion of the costs of construction of the Roadway Extension, designated as the total amount reimbursable on the Cost Estimate attached as Exhibit 3. Notwithstanding any other provision of this Agreement, the total that the City shall pay for the City's agreed share of the costs of the Roadway Extension shall not exceed $53,431.46. The City shall reimburse the Owner the City's agreed costs of the Roadway Extension monthly, based on the percentage of construction completed, upon receipt of Owner's invoice for the work performed. Such reimbursement shall be made payable to: Mostaghasi Investment Trust Attn: Hossein Mostaghasi 8026 Bar Le Doc Drive Corpus Christi, Texas 78414 The invoices must be paid no later than thirty (30) days from the date of the Owner's invoice. Owner shall submit all required performance bonds and proof of required insurance in accordance with applicable laws. Owner shall submit standard contract documents for review and approval. Throughout construction, the City shall conduct periodic inspections and either approve the progress of the Roadway Extension or promptly notify Owner of any defect, deficiency or other non - approved condition in the progress of the Roadway Extension. In accordance with Section 212.073, Texas Local Government Code, Owner shall cause the construction contractor that Owner engages to construct the Roadway Extension to execute a performance bond for the construction of the Roadway Extension improvements to ensure completion of the project. The bond must be executed by a corporate surety in accordance with Chapter 2253, Texas Government Code. OWNER COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ( "INDEMNITEES ") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS SUITS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ASSERTED AGAINST OR RECOVERED FROM CITY ON ACCOUNT OF INJURY OR DAMAGE TO PERSON INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS COMPENSATION AND DEATH CLAIMS, OR PROPERTY LOSS OR DAMAGE OF ANY OTHER KIND WHATSOEVER, TO THE EXTENT ANY INJURY, DAMAGE, OR LOSS MAY BE INCIDENT TO, ARISE OUT OF, BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER PROXIMATELY OR Participation Agreement Between Mostaghasi Investment Trust and City Page 3 of 5 REMOTELY, WHOLLY OR IN PART, THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE PLATTING AND CONSTRUCTION OF THE ROADWAY EXTENSION OF KING'S POINT UNIT 9 DURING THE PERIOD OF CONSTRUCTION, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM, REGARDLESS OF WHETHER THE INJURY, DAMAGE, LOSS, VIOLATION, EXERCISE OF RIGHTS, ACT, OR OMISSION IS CAUSED OR IS CLAIMED TO BE CAUSED BY THE CONTRIBUTING OR CONCURRENT NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, BUT NOT IF CAUSED BY THE SOLE NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY, AND INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS FEES, WHICH ARISE, OR ARE CLAIMED TO ARISE, OUT OF OR IN CONNECTION WITH THE ASSERTED OR RECOVERED INCIDENT. THIS INDEMNITY SURVIVES TERMINATION OF THIS AGREEMENT. In compliance with City of Corpus Christi Ordinance No. 17112, Owner agrees to complete the Disclosure of Ownership Interests form Exhibit 4 (attached and incorporated). This Agreement shall be executed in triplicate, all original copies of which shall be considered one instrument. *This Agreement becomes effective and is binding upon, and inures to the benefit of the City and Owner from and after the date that all original copies have been executed by all signatories. EXECUTED in triplicate originals *this day of , 2012. Signatures are found on Pages 4 and 5. Participation Agreement Between Mostaghasi Investment Trust and City Page 4 of 5 OWNER: Mostaghasi Investment Trust Hossein Mostaghasi, Trustee THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2012, Hossein g Mosta hasi, Trustee, by and behalf of said Mostaghasi Inves Trust. 4 =d"�Y'p"�cf` YOLANDA ESCOBAR C J „A Notary Public ‘t,:.14,1 I ' My Go nAm EExxp Q 012016 ry Public ate of Texa Participation Agreement Between Mostaghasi Investment Trust and City Page 5 of 5 CITY OF CORPUS CHRISTI ( "City ") P. O. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 880 -3500 Facsimile: (361) 880 -3501 ATTEST: By: By: Armando Chapa City Secretary THE STATE OF TEXAS COUNTY OF NUECES Ronald L. Olson City Manager This instrument was signed by Armando Chapa, City Secretary, for the City of Corpus Christi, Texas, and acknowledged before me on the day of , 20_. Notary Public, State Of Texas THE STATE OF TEXAS COUNTY OF NUECES This instrument was signed by Ronald Olson, City Manager, for the City of Corpus Christi, Texas, and acknowledged before me on the day of , 20_. Notary Public, State Of Texas C \USERSSSUN GEORGE FI DNIESSAPPDATAILOCADM[CROSOFT1WINDOWS\TEMPORARY INTERNET FILESICONTENT.IESIW W YSBMBL\ PARTI CI PATIONAGREEMENT .L£GAL05072012.DOC 7.5- 4E, LOC LAMM LEPS:TSOIro ea 51'.611•'200. 17 567'07'27"E 14.48" 491•0)'OD•C 1434.445 Norm, u 1417.04' TDA T2° QUEEll BE$S DR 100441.0°1.87'0 166.9E 61l.r G IiRa''S6°52 1 aa� 1 014 Or 00wo4 C'00OM OF NOC4u Y inonSt 9.58' 30' etk 1111' _J 0114 MESTAUNASI ENTITAPRCEM 115, 1100110 CERTIFY THAT WC ANE TME OWNERS OF mE 1140 0800444..0 811017N THE 440151441104 OF TOE FONF(11W0 FLAT, 0003E0T TO 0 LEN IN MIR OF 18411 PE 704 FWD END MOD 64'1010'00SITDDISADEO AS SHOWN. THY H010000URE DEDICATED,T 8117 POT PMPOITSer 9 EASEMENTS ARG HEREBY DEDICATED 10 Mia Pump; LIS0. FOREvi4R, Via 1400 THIS. 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'70 NS1'07 27 9313 7'i ` �I QUEEN BESS DR, I- N47' 07' 05' W 22, 03' N47* 07' 05' W 55, 00' S42' 52' 55' W 39, 34' 71 130' 60 170^ 163001E.. 1`- 60: N28' 52' 33' E 283. 67'-1 ..170=Chs PLAT OF KING'S POINT UNIT 9 (CONTINUED) CORPUS CHRISTI, NUECES COUNTY, TEXAS crass s aas-1 _,cTN:rR1NC; IDATE.1� 16a11,,7.6ti 2E51 S. AL AMI, IIA 5TRCE_T 337.4 1O"116 CHR; ST T. 1333X15 73404 hrsnF_7scx`•�ao° aq' 5}' C13 -51C91'2," 0 .ter00ar 0✓RM25V.6' .'x.0 s.-ss.see 1.0907)4( CI (0102464133 / 1.772:49233 7a'6.19' 1..4529' .7176' [('4"07 S 1.-.1.3..7,.. X17.74 0,1.E.0.0..,.066}'2'!'^.v 0©-72,0(0 "3 .W cn ao.9. N:t Maas` ° �rz sad. 12.25 $.0$707 r 00-109'*°.Yr 11 x o'IeYr 011'74, W ff4£ 526'S2':+.'t4 0 a7s' ®I I I I38 37 !__ 110' YR MAXIMUS DR. 1 1I r 1 I O z, 1 25' YR I I o 0 a I - J c - -10' — I 25'YR a ue Yko NIL 5' PARK DEDICATION 2 125'YR w in 0 Lj =I 26 1 1 2 25' YR KING'S POINT UNIT 9 STREET REIMBURSEMENT AT PARK 1"-60' 3 4 BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027 -00, TX ENGINEERING REG. NO. F -52, FILE: EXB -STR REIMB1, JOB NO. 11022, SCALE; 1" = 60' PLOT SCALE: SAME, PLOT DATE: 04/27/12, SHEET 1 OF 2 EXHIBIT 2 Page 1 of 2 60' STREET ROW 10' 40' BB STREET 2' TYPE 'D' HMAC ON PRIME COAT CO 0.15 GALLONS PER SQUARE YARD (140 SEPARATE PAY FOR PRIME COAT) 20' 20' FROM CROP FT I JCL STREET U 7 UP OF GUTTER r COMPACT BA.CKFILL TO 95X STANDARD PROCTOR DENSITY (ROTH SIDES)-' B' CRUSHEO LIMESTONE BASE TO MEET REQUIREMENTS OF CITY STANDARD SPECIFICATION 025222 'FLEXIBLE BASE -- HIGH STRENGTH ". COMPACT TO 65% MODIFIED PROCTOR DENSITY AT A MOISTURE CONTENT NOT LESS THAN 1% POINT BELOW OPTIMUM MOUSTURE NOR MORE THAN 3X POINTS ABOVE OPTIMUM MOISTURE IN 26 1.0' TYP. S. CITY STD. R/C CURB AND GUTTER (TYPICAL BOTH SIDES) LIME STABILIZED SUBCRADE TO 1' BC BOTH SIDES OF STREET AN0 COMPACTED TO 98x STANDARD PROCTOR DENSITY WITHIN TWO PERCENTAGE POINTS OF OPTIMUM MOISTURE ON THE HIGH SIDE. LIME SHALL BE APPLIED AT THE RATE OF 27 LB /SY TYPICAL STREET SECTION - 60' ROW NTS KING'S POINT UNIT 9 STREET REIMBURSEMENT AT PARK 1"=60' BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027 -00, TX ENGINEERING REG. NO. F -52, FILE: EXB -STR REIMB2, JOB NO. 11022, SCALE: 1' = 60'PLOT SCALE: SAME, PLOT DATE: 04/27/12, SHEET 2 OF 2 EXHIBIT 2 Page 2of2 KING'S POINT UNIT 9 STREET REIMBURSEMENT ITEMS AT PARK APRIL 26, 2012 ESTI MATE ITEM DESCRIPTION QTY UNIT UNIT COST TOTAL COST 1 6" CURB & GUTTER 471 LF 13.75 6,476.25 2 4" THICK R/C WALK 1884 SF 3.00 5,652.00 3 2" HMAC 923 SY 14.80 13,660.40 4 8" CRUSHED LIMESTONE BASE 923 SY 14.60 13,475.80 5 8" LIME STABILIZED SUBGRADE TO 1' BC 1080 SY 5.90 6,372.00 6 EXCAVATION 1 LS 2,500.00 2,500.00 SUBTOTAL 48,136.45 11% ENGINEERING, SURVEYING, & TESTING 5,295.01 TOTAL $53,431.46 EXHIBIT 3 •■■■•••■■•■■•■■■.• CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". FIRST NAME: Mostaghasi Investment Trust STREET: 8026 Bar le Doc Dr. CITY: CORPUS CHRISTI ZIP: 78414 FIRM IS: 01. Corporation 02, Partnership rA3. Sole Owner 04. Association 05, Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named 'firm". Name Job Title and City Department (if known) N/A N/A 2. State the names of each "official of the City of Corpus Christi having an "ownership interesr constituting 3% or more of the ownership in the above named "firm". Name Title N/A N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm', Name Board, Commission, or Committee N/A N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 35 or more of the ownership in the above named "fire. Name N/A Consultant N/A CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: NAMED MOSTAGHASI (Type or Print) Signature of Certifying Person: -a. 4%. 4, n. .0•••• " YVONNE MUNOZ Notary Public STATE OF TEXAS My Comm. Exp. 08-22-2015 • s••••••—se-sve ■de Ne- -se -Se EXHIBIT 4 Title: TRUSTEE Date: 4/30/12 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: 7/10/2012 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 M i keb(a� cctexas. com Michael Armstrong, Director of Municipal Information Systems (361) 826-3735 M ichaelAr(c� cctexas. com Enterprise Resource Planning (ERP) System Consultant CAPTION: Motion authorizing the City Manager or his designee to execute a consultant agreement with Plante & Moran, PLLC of Southfield Michigan, for $198,340, to provide Enterprise Resource Planning (ERP) System Consultant services. BACKGROUND AND FINDINGS: The proposed contract will provide consulting services to: (1) Conduct a needs assessment for a replacement for PeopleSoft applications; (2) Assist the City in developing an RFP for replacement applications; (3) Assist the City in selecting a vendor for replacement applications; (4) Assist the City in negotiating a contract for licensing and implementation of replacement applications. The term of the agreement will extend through award of successful replacement of the ERP solution. It is the City's intent to present a recommendation for the ERP system to City Council by February 2013. Oracle Corporation, owners of PeopleSoft, has announced that support for the PeopleSoft set of applications will end in August 2014. As a result, the City will need to move to a different set of applications, either from Oracle or another vendor by that date. The City of Corpus Christi acquired PeopleSoft Financials, Human Resources Information Systems (HRIS) and Enterprise Performance Management (Budgeting) in 1998. The software was implemented during 1998 -1999 by Arthur Anderson Consulting. During the past decade, a number of vendors have emerged that can provide similar or improved functionality at a lower cost. The City also has an opportunity to assess the business processes supported by PeopleSoft applications and improve those processes by leveraging features available in more modern software. A target implementation date of August 1, 2013, has been established to take advantage of new functionality and reduced support costs. ALTERNATIVES: None. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Municipal Information Systems Department FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $302,539.99 $0 $302,539.99 Encumbered / Expended Amount $87,609.89 $0 $87,609.89 This item $198,340.00 $0 $198,340.00 BALANCE $16,590.10 $0 $16,590.10 Fund(s): Municipal Information System Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Summary Matrix Approvals: Veronica Ocanas, Assistant City Attorney Michael Armstrong, Director of Municipal Information Systems Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager City of Corpus Christi Purchasing Division Senior Buyer: Elisa Covington Request for Proposal No.: BI -0164-12 Council Date: July 10, 2012 Maximum Score Enterprise Resource Planning (ERP) System Consultant Summary Matrix Plante & Moran, PLLC Southfield, Michigan Pacific Technologies, Inc. Bellevue, Washington Information Services Schafer Group - Consulting, Inc. Public Sector Aliso Viejo, Austin, California Texas Berry, Dunn, McNeil & Parker, LLC (Berry Dunn) Portland, Maine Gartner, Inc. (Gartner) Stamford, Conneticut Premis Consulting Group Chicago, Illinois Project Methodology 20 17.00 12.40 9.00 10.20 6.00 14.80 11.80 Proposers Profile & Qualifications 30 29.40 24.94 21.26 28.80 19.80 22.80 4.89 Pricing 45 27.74 34.65 37.46 24.78 31.30 20.56 30.39 Exceptions 5 5.00 4.25 5.00 3.75 5.00 0.00 5.00 Total Score 100 79.14 76.25 72.72 67.53 62.10 58.16 52.08 Cost $198,340.00 $169,855.00 $121,077.75 $402,019.00 $200,100.00 $345,000.00 $195,125.00 ir 1998 -19 Consultant Tasks Assess Needs and Requirements Develop RFP Select Vendor Negotiate Contract Goals Long-term Solution Improved Processes Cost Savings Alignment With Management Target: August 1, 2013 CONSULTANT SERVICES AGREEMENT Enterprise Resource Planning (ERP) System Consultant Services No. THIS CONSULTANT SERVICES AGREEMENT (this "Agreement ") is entered into by and between Plante & Moran, PLLC (the "Consultant ") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly authorized City Manager or designee, effective for all purposes upon execution by the City Manager or his designee. WHEREAS Consultant has proposed to provide an ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM CONSULTANT SERVICES in response to Request for Proposal No. BI- 0164 -12, which is incorporated by reference and attached hereto as Exhibit A; and WHEREAS the City has determined Consultant to be the most advantageous Proposer; NOW, THEREFORE, Consultant and City enter into this Agreement and agree as follows: 1. Services. Consultant will perform and provide related ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM CONSULTANT SERVICES in accordance with Request for Proposal No. BI- 0164 -12, which is incorporated by reference and attached hereto as Exhibit A. 2. Fee for Services. The City agrees to pay the Consultant the mutually agreed upon fees as follows: One - hundred and ninety -eight thousand, three hundred and forty - dollars ($198,340). Fees are fixed and firm for the duration of the contract. 3. Term. This Agreement begins on the date signed by the last signatory and continues through award of successful replacement ERP solution, subject to the approval of the City Manager or his designee ( "City Manager "). 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non - performance and authorizations for payment. All of Consultant's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Assistant Director of MIS. 5. Independent Contractor. Consultant will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant, or employee of Consultant be considered an employee of the City. 6. Insurance. Before activities can begin under this Agreement, Consultant's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages shown on Exhibit C (attached and incorporated herein) to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty (30) days' advance written notice by certified mail, of cancellation, material change in the coverages, or intent not to renew any of the policies. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request. 7. Assignment. No assignment of this Agreement or any right or interest therein by Consultant is effective unless the City first gives its written consent to the assignment. The performance of this Agreement by Consultant is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on July 31) is subject to appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item for this Agreement will be actually adopted, since that determination is within the sole discretion of the City Council at the time of adoption of each budget. 9. Waiver. No waiver of any breach of any term or condition of this Agreement or Consultant's bid offer to Request for Proposal No. BI- 0164 -12 waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws, rules and regulations. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas and the venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 11. Subcontractors /Subconsultants. Consultant may use subcontractors /subconsultants in connection with the work performed under this Agreement. When using subcontractors, however, Consultant must obtain prior written approval from the Contract Administrator. In using subcontractors /subconsultants, Consultant is responsible for all their acts and omissions to the same extent as if the subcontractor or subconsultant and its employees were employees of Consultant. All requirements set forth as part of this Agreement are applicable to all subcontractors or subconsultants and their employees to the same extent as if the Consultant and its employees had performed the services. 12. Amendments. This Agreement may be amended only by written agreement signed by duly authorized representatives of the parties hereto. 13. Termination. The City Manager may terminate this Agreement for Consultant's failure to perform the services specified in Request for Proposal No. BI- 0164 -12. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give Consultant at least 5 work -days' advance written notice of the breach and set out a reasonable opportunity to cure. If the Consultant has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, City may terminate this Agreement, with or without cause, upon twenty (20) days' advance written notice to Consultant. However, City may terminate this Agreement on twenty -four (24) hours written notice to Consultant for failure to pay or provide proof of payment of taxes as set out herein. 14. Taxes. Consultant covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication 15, as it may be amended. Upon his request, Consultant shall provide the City Manager with proof of payment of these taxes within fifteen (15) of the request. Failure to pay or provide proof of payment is grounds for the City Manager to immediately terminate this Agreement. 15. Drug Policy. Consultant must adopt a Drug Free Workplace and drug testing policy. 16. Violence Policy. Consultant must adopt a Violence in the Workplace policy. 17. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is deemed received on the day faxed or hand - delivered or on the third day after deposit in the U.S. Mail, if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Connie Burns, Assistant Director of MIS P. O. Box 9277 Corpus Christi, Texas 78469 -9277 IF TO CONSULTANT: Consultant Name: Plante & Moran, PLLC Contact Person: Mr. Adam Rujan Address: 27400 Northwestern Hwy. P.O. Box 307 City, State, Zip: Southfield, MI 48037 -0307 800 544 -0203 18. Indemnification. CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY AND ITS OFFICERS, EMPLOYEES AND AGENTS (INDEMNITEES) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONSULTANT MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF PROPOSER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THE CONTRACT. 19. Severability. Each provision of the Agreement shall b e considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof has been omitted. SIGNED this 13th day of June , 2012. Consultant: Plante & Moran, PLLC Name: Adam Rujan Title: Partner City of Corpus Christi Mike Barrera Assistant Director of Financial Services Exhibits and Attachments Incorporated by Reference: Exhibit A: Request for Proposal No. BI- 0164 -12 Exhibit B: Consultant's response to RFP No. BI- 0164 -12 Incorporated and Attached: Exhibit C: Insurance Requirements Exhibit D: Insurance Certificate AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 4, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson (361) 882 -7448 mculbertson@ccredc.com Ordinance appropriating a Type A grant to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC. CAPTION: A. Ordinance appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency B. Resolution approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC"), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs PURPOSE: To provide a grant from the Type A fund to incentivize Majek to expand their boat manufacturing facility and to retain and create full -time jobs BACKGROUND AND FINDINGS: Majek Boatworks is a well known national boat manufacturer that is located in Corpus Christi. They are a family business with a market on the Gulf coast and they are expanding their territory to Florida. Due to this expansion and the uptick in the economy their orders have increased to more than what their current facility can handle. They plan to invest $1,050,000 in furniture, fixtures, and equipment at their Corpus Christi facility and retain 24 jobs and create up to 26 new jobs with an annual average salary of $24,300. On November 29, 2010 the Type A Board approved a grant to Majek Boatworks, Inc. and on May 21, 2012 approved an amendment. ALTERNATIVES: The company is not eligible for any additional incentives. OTHER CONSIDERATIONS: Majek would increase their foot print in our community and Corpus Christi will continue to be the home of a successful Gulf coast boat manufacturer. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi. EMERGENCY / NON - EMERGENCY: Non - emergency. DEPARTMENTAL CLEARANCES: Type A Board FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 360,000 360,000 BALANCE 360,000 360,000 Fund(s): Type A Fund Comments: RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to enter into a five year Type A agreement with Majek Boatworks, Inc. for $360,000 over a five year period. LIST OF SUPPORTING DOCUMENTS: Ordinance for Majek Boatworks, Inc. Business Incentive Agreement Page 1 of 2 Ordinance Appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Majek for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs and the improvement of Saluki Street. SECTION 2. That Ordinance No. 029155, which adopted the FY 2011 -2012 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business /Job Development Fund by $360,000 for a business incentive grant from the Type A Corporation to Majek for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs and the improvement of Saluki Street. 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 on this the day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary 0031_2_ORDINANCE Majek 5 -31 -12 Joe Adame Mayor Page 2 of 2 Corpus Christi, Texas Day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0031_2_ORDINANCE Majek 5 -31 -12 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 4, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson (361) 882 -7448 mculbertson@ccredc.com Ordinance appropriating a Type A grant to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC. CAPTION: A. Ordinance appropriating $360,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Majek Boatworks, Inc. and Turner -Majek Real Estate, LLC ( "Majek ") for building improvements and new equipment for an expansion of their boat manufacturing facility in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $360,000; and declaring an emergency B. Resolution approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC"), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs PURPOSE: To provide a grant from the Type A fund to incentivize Majek to expand their boat manufacturing facility and to retain and create full -time jobs BACKGROUND AND FINDINGS: Majek Boatworks is a well known national boat manufacturer that is located in Corpus Christi. They are a family business with a market on the Gulf coast and they are expanding their territory to Florida. Due to this expansion and the uptick in the economy their orders have increased to more than what their current facility can handle. They plan to invest $1,050,000 in furniture, fixtures, and equipment at their Corpus Christi facility and retain 24 jobs and create up to 26 new jobs with an annual average salary of $24,300. On November 29, 2010 the Type A Board approved a grant to Majek Boatworks, Inc. and on May 21, 2012 approved an amendment. ALTERNATIVES: The company is not eligible for any additional incentives. OTHER CONSIDERATIONS: Majek would increase their foot print in our community and Corpus Christi will continue to be the home of a successful Gulf coast boat manufacturer. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi. EMERGENCY / NON - EMERGENCY: Non - emergency. DEPARTMENTAL CLEARANCES: Type A Board FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 360,000 360,000 BALANCE 360,000 360,000 Fund(s): Type A Fund Comments: RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to enter into a five year Type A agreement with Majek Boatworks, Inc. for $360,000 over a five year period. LIST OF SUPPORTING DOCUMENTS: Ordinance for Majek Boatworks, Inc. Business Incentive Agreement Page 1 of 3 Resolution Approving a Business Incentive Agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation and Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC "), which provides a grant of up to $150,000, for expansion of their existing manufacturing facilities within the city of Corpus Christi, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full -time jobs with an average annual salary of at least $24,300 over a five year period and the creation and maintenance of additional full -time jobs with an average annual salary of at least $24,300 over a five year period; approving a grant to Majek and Turner -Majek LLC of up to $210,000 for the improvement of Saluki Street reserve to a dedicated city street constructed to the Rodd Field Public Improvement District street standards, and authorizing the City Manager, or designee, to execute a Business Incentive Project Support Agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the Majek and Turner -Majek LLC Business Incentive Agreement for the creation and retention of jobs Whereas, the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ( "City "). Whereas, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Majek and Turner -Majek LLC, for expansion of their existing manufacturing facilities within the City, in which Majek and Turner -Majek LLC will invest at least $1,050,000 in building improvements, furniture, fixtures, and equipment and will retain at least 24 current full - time jobs with an average annual salary of at least $24,300 over a five year period, and will create and maintain additional full -time jobs with an average annual salary of at least $24,300 over a five year period, will best satisfy this goal; Whereas, Majek and Turner -Majek LLC need to have a street reserve adjacent to their property ( "Saluki Street ") improved to the Rodd Field Public Improvement District street standards to allow for the transportation of their products and to improve the access for their customers; Whereas, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Majek and Turner -Majek LLC; 0032_2_RESOLUTION -- Majek Business Incentive Agreement - 5 -31 -12 Page 2 of 3 Whereas, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for the improvement of a City owned street reserve to a City street, to be named Saluki Street, between the Type A Corporation and Majek and Turner -Majek LLC; and Whereas, there is a need for a business incentive project support agreement between the City and the Type A Corporation for the implementation and administration of the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Majek and Turner -Majek LLC. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Majek and Turner -Majek LLC that provides for expansion of their existing manufacturing facilities within the City of Corpus Christi, and for the improvement of a City owned street reserve to a City street, to be named Saluki Street, which is attached to this resolution as Exhibit A, is approved. SECTION 2. That the City Manager, or designee, is authorized to execute a project support agreement between the City and Type A Corporation for the implementation and administration of the business incentive agreement with Majek, which is attached to this resolution as Exhibit B. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED: day of , 2012. Joe Adame Mayor 0032_2_RESOLUTION -- Majek Business Incentive Agreement - 5 -31 -12 Page 3 of 3 Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0032_2_RESOLUTION -- Majek Business Incentive Agreement - 5 -31 -12 BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND MAJEK BOATWORKS, INC. and TURNER -MAJEK REAL ESTATE, LLC FOR CAPITAL INVESTMENTS AND THE CREATION AND RETENTION OF JOBS This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ( "Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Corporation ") and Majek Boatworks, Inc. ( "Majek "), a Texas domestic for - profit corporation, and Tumer -Majek Real Estate, LLC ( "Tumer- Tumer -Majek LLC "), a Texas Limited Liability Corporation. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Govemment Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2d02, residents of the City of Corpus Christi ("City") passed passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 1 /8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, Section 501.073, Texas Local Govemment Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vemon's Texas Revised Civil Statutes, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on November 9, 2010; WHEREAS, Majek is the manufacturer of flat and bay boats with manufacturing facilities located within the City; Page 1 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 WHEREAS, Tumer -Majek LLC holds legal title to the real property on which Majek has their facilities and business operations located within the City and has a binding lease agreement with Majek for Majek's use of said real property; WHEREAS, Majek and Tumer -Majek LLC propose to invest approximately $1,050,000 to expand their existing manufacturing facilities over a five year period, including the construction of a 10,500 square foot lamination shop, including furniture, fixtures, and equipment; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Majek and Tumer -Majek LLC, through this Agreement with Majek and Tumer -Majek LLC, to be used by Majek and Tumer -Majek LLC to expand their existing manufacturing facilities over a five year period, including the construction of a 10,500 square foot lamination shop, including furniture, fixtures, and equipment, which will result in creation of up to 26 new full -time permanent jobs in the City of Corpus Christi and the retention of 24 existing full -time jobs, with an estimated annual average salary of $24,300. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation, Majek and Tumer -Majek LLC agree as follows: 1. Effective Date. The effective date of this Agreement ( "Effective Date ") is January 1, 2012. 2. Term. The term of this Agreement is for five years beginning on January 1, 2012. 3. Performance Requirements and Grants. The Performance Requirements and Grants are listed in Exhibit A, which is attached to and incorporated into this Agreement. 4. Job Creation Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162, Texas Local Government Code, formerly Section 38(b) of the Development Corporation Act of 1979, as amended, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. A full -time permanent job is one that provides at least 2,080 hours annually. c. Majek and Tumer -Majek LLC agree to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. d. Majek and Turner -Majek LLC agree to provide Corporation with a sworn certificate by authorized representative of each business assisted under this Page 2 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Agreement certifying the number of full -time permanent employees employed by the business. e. Majek and Turner -Majek LLC shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 5. Buy Local Provision. a. Majek and Tumer -Majek LLC agree to use their best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50- mile radius of Nueces County. 6. Warranties. Majek warrants and represents to Corporation the following: a. Majek is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Majek has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Majek has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other govemmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Majek has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Govemment Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Majek are duly authorized to execute this Agreement on behalf of Majek. Turner -Majek LLC warrants and represents to Corporation the following: f. Turner -Majek LLC is a limited liability corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. Page 3 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 g. Tumer -Majek LLC has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. h. Tumer -Majek LLC has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other govemmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. i. Tumer -Majek LLC has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Govemment Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. j. The parties executing this Agreement on behalf of Tumer -Majek LLC are duly authorized to execute this Agreement on behalf of Tumer -Majek LLC. 7. ;compliance with Laws. Majek and Tumer -Majek LLC hall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city govemments. 8. Non - Discrimination. Majek covenants and agrees that Majek will not discriminate or permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. Tumer -Majek LLC covenants and agrees that Turner -Majek LLC will not discriminate or permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation, Majek or Tumer -Majek LLC are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, govemmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation, Majek or Tumer -Majek LLC are temporarily suspended during continuation of the force majeure. If any party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other parties in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Neither Majek nor Tumer -Majek LLC may assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. Page 4 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 11. Indemnity. Majek covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ( "Indemnitees ") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Majek activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Majek must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. Turner -Majek LLC covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective ofiicerF, employees, and agents ( "Indemnitees ") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Turner -Majek LLC activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Turner -Majek LLC must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Events of Default by Majek or Tumer -Majek LLC. The following events constitute a default of this Agreement by Majek or Tumer -Majek LLC: a. The Corporation or City determines that any representation or warranty on behalf of Majek or Tumer -Majek LLC contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Majek or Turner -Majek LLC or any attachment or other levy against the property of Majek or Turner -Majek LLC with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Majek or Turner -Majek LLC makes an assignment for the benefit of creditors. Page 5 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 d. Majek or Turner -Majek LLC files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Majek or Turner -Majek LLC become delinquent, and Majek or Tumer -Majek LLC fails to timely and properly follow the legal procedures for protest or contest. f. Majek or Turner -Majek LLC changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Majek or Tumer- Majek LLC is in default according to the terms of this Agreement, the Corporation or City shall notify Majek and /or Tumer -Majek LLC in writing of the event of default and provide 60 days from the date of the notice ( "Cure Period ") for Majek and /or Tumer- Majek LLC to cure the event of default. 14. Results of Uncured Default by Majek or Tumer -Majek LLC. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Majek or Tumer -Majek LLC, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Majek and Tumer -Majek LLC shall immediately repay all funds paid by Corporation to them under this Agreement. b. Majek and Turner -Majek LLC shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Majek and Tumer -Majek LLC of all sums due, the Corporation and Majek and Tumer -Majek LLC shall have no further obligations to one another under this Agreement. d. The City, the Corporation, Majek and Tumer -Majek LLC each may not be held liable for any consequential damages. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. Page 6 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 c. Any waiver or indulgence of Majek's or Tumer -Majek LLC's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Majek or Tumer -Majek LLC is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Majek and Tumer -Majek LLC specifically agree that Corporation shall only be liable to Majek and Tumer -Majek LLC for the actual amount of the money grants to be conveyed to Majek and Tumer -Majek LLC, and shall not be liable to Majek and Tumer- Majek LLC for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Majek and Turner -Majek LLC to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Majek: Majek Boatworks, Inc. Attn: Javier Trevino 7021 Saluki Street Corpus Christi, TX 78414 Tumer -Majek LLC: Tumer -Majek Real Estate, LLC Attn: Javier Trevino PO Box 171720 San Antonio, TX 78217 Page 7 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469 -9277 c. Notice is effective upon deposit in the United States mail in the manner provided abode. 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ( "Corporation Guidelines "), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, or any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, the Corporation, Majek and Tumer -Majek LLC each will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint - venturers, or associates of one another. The employees or agents of any party may not be, or be construed to be, the employees or agents of another party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, Page 8 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation, Majek and Tumer -Majek LLC. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressjy stated in this Agreement°, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Eloy Salazar President Armando Chapa Assistant Secretary Page 9 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Majek Boatworks, Inc. By: Date: er Trevino ident 43/ t2. THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on 414 Javier Trevino, President, Majek Boatworks, Inc., a Te co e - ation, on beh If of the corporation. . Stat Public of Texas Turner -Majek Real Estate, LLC THE STATE OF TEXAS COUNTY OF NUECES a 5 , 2012, by Tex omestic for -profit This instrument was acknowledged before me on Javier Trevino, President, Tumer -Majek Real Estate, LL corporation, on behalf of the limited liability corporation. LYNE M JACKSON NOTARY PUBLIC STATE OF My Comm. Exp.10 /31 /2014 ublic State of Texas Page 10 of 10 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 �Sf , 2012, by T1 xas limited liability LYNE M JACKSON NOTARY PUBLIC STATE OF My Comm, E cp.10/31 /2014 EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. Majek and Tumer -Majek LLC (collectively "the Company ") shall invest at least $1,050,000 to expand their existing manufacturing facilities over a five year period, including the construction of a 10,500 square foot lamination shop, and including furniture, fixtures, and equipment. Majek and Tumer -Majek LLC shall further, over the term of this Agreement, retain 24 full -time jobs and create up to 26 new full -time jobs, with an average annual salary of $24,300 as described in the schedule below. Year Number of New Jobs Number of Retained Jobs Annual Payroll Capital Investment 1 0 24 555,000 375,000 2 8 24 571,000 75,000 3 10 32 740,000 75,000 4 4 42 1,000,000 75,000 5 4 46 1,100,000 450,000 a. Grants, not to exceed $30,000 per year and a cumulative total of $150,000 over five years, are available on a per job created basis. b. Should the Company fall below the Performance Standards in any one year, the Company shall receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage the Company's performance falls below the Performance Standards. However if the Company falls below 70% then there is no payment for that year. By way of example only: assume a partial Cash Incentive payment is required in the fifth year of this Agreement and the Performance Standards have not been reached. For the purposes of calculating this reduced Cash Incentive, it is agreed that $6,600 or 22% of the Cash Incentive is being given premised on the payroll requirements of this Agreement and $23,400 or 78% is attributable to the capital investment requirements. The reduced Cash Incentive shall be calculated as follows: Annual payroll commitment: 5th year: $1,100,000 5th year actual: $ 770,000 Percent of Total 70% A -1 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 Annual Investment commitment: 5th year: $450,000 5th year actual: $450,000 Percent of Total 100% 5th year incentive calculation: Reduced Cash Incentive calculation: 70% x 22% x $30,000 = $4,620 Total Cash Incentive Economic Incentive Calculation: 100% x 78% x $30,000 = $23,400 $4,620 + $23,400 = $28,020 In the 5th year, the Company would receive a reduced Cash Incentive of $28,020 from the Corporation for not meeting the performance goals for annual payroll requirements. 2. The Corporation will grant up to $210,000 for the improvement of Saluki Street to a dedicated City street constructed to the Rodd Field Public Improvement District street standards. 3. The Corporation will award a grant to Majek and Tumer -Majek LLC based on the formula above, payable not later thanlJune 15 of each year if Majek and Tumer -Majek LLC make the required capital investment in buildings, furniture, fixtures and equipment, retain the minimum number of jobs in the preceding year described in paragraph 1, above (collectively, the "annual performance benchmarks "). 4. Majek and Turner -Majek LLC must present to the City a business plan that includes the current expansion plan, time line, and future expansion plans before the road construction will start. A -2 BUSINESS INCENTIVE AGREEMENT —Majek Boats 05 31 2012 BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT This Business Incentives Project Service Agreement ( "Project Service Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and the City of Corpus Christi, Texas ( "City "). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Type A Corporation's Board of Directors ( "Board "); WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, the Board, on October 18, 2010, again amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code (formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes), requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, Majek Boatworks, Inc. ( "Majek ") and Turner -Majek Real Estate, LLC ( "Turner -Majek LLC ") have submitted a proposal to the Type A Corporation for a $150,000 grant for expansion of their existing manufacturing facilities and an additional $210,000 to improve Saluki Street; Page 1 of 3 0032_4_Project Support Agreement - Majek Boatworks WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund Majek's and Turner -Majek LLC's expansion of their existing manufacturing facilities; and WHEREAS, the Type A Corporation, Majek and Turner -Majek LLC have executed a business incentive project agreement for the creation and retention of jobs related to Majek's and Turner -Majek LLC's expansion of their existing manufacturing facilities and improvement of Saluki Street. In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Type A Corporation and the City agree as follows: 1. Project Service Agreement to Implement Business Incentives Agreement. This Project Service Agreement between the City and the Type A Corporation is executed to implement the Business Incentive Agreement for the Creation and Retention of Jobs between the Type A Corporation and Majek and Turner -Majek LLC related to Majek's and Turner -Majek LLC's expansion of their existing manufacturing facilities and improvement of Saluki Street ( "Business Incentive Agreement "). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive Agreement. 3. Services to be Provided by City. a. The City Manager, or the City Manager's designee, shall administer funding on behalf of the Type A Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Business Incentive Agreement for the Type A Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City's Council. 5. Effective Date. The effective date of this Project Service Agreement is January 1, 2012. 6. Amendments or Modifications. No amendments or modifications to this Project Service Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Service Agreement or the application of this Project Service Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Project Page 2 of 3 0032_4_Project Support Agreement - Majek Boatworks Service Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Service Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Project Service Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Service Agreement, then the remainder of this Project Service Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Service Agreement automatically. 8. Captions. The captions in this Project Service Agreement are for convenience only and are not a part of this Project Service Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Service Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson Eloy Salazar City Manager President Date: Date: Attest Armando Chapa City Secretary 0032_4_Project Support Agreement - Majek Boatworks Page 3 of 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of June 26, 2012 Action Item for the City Council Meeting of July 10, 2012 DATE: July 10, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Issuance of New Money and Refunding Utility System Junior Lien Revenue Bonds CAPTION: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement, an escrow agreement, and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: The City has an opportunity to refund up to five series of utility revenue bonds. Additionally, the City would like to issue $60,000,000 of new utility money" to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). This agenda item would allow for the City to take both actions utilizing an alternate borrowing method: subordinate or junior lien debt. BACKGROUND AND FINDINGS: Part A: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, and Assistant City Manager in Part B of this agenda item. Part B: At the present time, there is an opportunity to refund 5 series of bonds (1999A, 2002, 2004, and 2005A Utility System Revenue Improvement Bonds). The net present value savings equates to approximately 6.9% or approximately $7,440,000 on $108,435,000 of outstanding bonds. This amount will fluctuate based on the conditions in the market at time of pricing. Additionally, the City would like to issue $60,000,000 of new money to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). The City currently maintains a senior lien revenue financing system in support of its combined utility system (the "System "). Issuance of additional senior lien System debt requires compliance with stringent bond covenants that are, in limited instances, no longer required in the capital markets by purchasers of highly rated credits such as the System. For example, the issuance of additional senior lien System debt requires the immediate funding of a debt service reserve fund with respect to such additional debt. Historically, the City has purchased debt service reserve fund surety policies from municipal bond insurance companies to satisfy this requirement; however, as a result of the deterioration in the municipal bond insurer industry, there exists no bond insurer that meets the AAA- credit rating requirements applicable to the issuer of such a policy, as required by the City's outstanding senior lien System bond ordinances. This result requires that the City fund such debt service reserve requirement with cash, being either cash on hand or through the issuance of an additional amount of bonds, which, in either case, negates the savings resultant from the refunding identified above and increases the costs of borrowing for new money issues. Given recent declines in interest rates available in the capital markets, the credit spread (being the differential in interest rates) between senior lien and subordinate lien System debt has significantly narrowed, so much so that the costs of cash - funding a reserve fund at the senior lien level are greater than the costs of a higher interest rate applicable to a subordinated series of debt. This circumstance presents the City with an opportunity to establish a junior lien System financing structure, whereby the City can "modernize" the covenants applicable to this debt while at the same time realizing (i) debt service savings by refunding and "subordinating" certain of its senior lien System bonds and (ii) lower borrowing costs for new money issues. Though the City is "modernizing" multiple aspects of its System debt covenants (all to the benefit of the City), an example is the suspension of the City's requirement to fund a debt service reserve applicable to this new junior lien System debt until such time (if at all) that debt service coverage (being the ratio of available System revenues to debt service on outstanding System debt) falls below negotiated levels for an extended period of time. The establishment of this new financing structure provides the City with greater flexibility in the management of its System debt portfolio. Prospectively, the City can choose to issue System debt at either the senior or junior lien level. As evidenced by recent developments in the marketplace, future circumstance will dictate whether an issuance of additional debt at the System's senior lien level, with its more stringent requirements, or at the junior lien level is more advantageous to the City. This action, in addition to the benefits described above, will provide the City with the flexibility to act in a manner that is most beneficial, given then - existing market conditions balanced against the needs of the City and its System. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $715,441,000 $ 715,441,000 Encumbered /Expended amount of (date) - - - - This item - $ 706,506,393 $ 706,506,393 BALANCE - - $8,934,607 $ 8,934,607 FUND(S): Utility Debt Service Funds COMMENTS: The $8,934,607 noted above represents savings in debt payments by refunding applicable System revenue bonds for the remaining life of the bonds — through 2040. This represents a net present value savings of approximately $7,440,000. RECOMMENDATION: Staff recommends approval of the motion and ordinance as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and /or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule Ordinance cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Oscar Martinez, Assistant City Manager (�. slaw. Jac. 1 NVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not More than $ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000 250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000 350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000 500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000 700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000 1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000 1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000 5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000 10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000 20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000 REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee shall be the amount computed from the above schedule, plus 25 %. EXHIBIT A AGENDA MEMORANDUM Future Item for the City Council Meeting of June 26, 2012 Action Item for the City Council Meeting of July 10, 2012 DATE: July 10, 2012 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP ©cctexas.com (361) 826 -3227 Issuance of New Money and Refunding Utility System Junior Lien Revenue Bonds CAPTION: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012" in an amount not to exceed $170,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement, an escrow agreement, and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: The City has an opportunity to refund up to five series of utility revenue bonds. Additionally, the City would like to issue $60,000,000 of new utility money" to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). This agenda item would allow for the City to take both actions utilizing an alternate borrowing method: subordinate or junior lien debt. BACKGROUND AND FINDINGS: Part A: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, and Assistant City Manager in Part B of this agenda item. Part B: At the present time, there is an opportunity to refund 5 series of bonds (1999A, 2002, 2004, and 2005A Utility System Revenue Improvement Bonds). The net present value savings equates to approximately 6.9% or approximately $7,440,000 on $108,435,000 of outstanding bonds. This amount will fluctuate based on the conditions in the market at time of pricing. Additionally, the City would like to issue $60,000,000 of new money to reimburse itself for costs incurred in relation to the fiscal year 2012 Capital Improvement Program (CIP). The City currently maintains a senior lien revenue financing system in support of its combined utility system (the "System "). Issuance of additional senior lien System debt requires compliance with stringent bond covenants that are, in limited instances, no longer required in the capital markets by purchasers of highly rated credits such as the System. For example, the issuance of additional senior lien System debt requires the immediate funding of a debt service reserve fund with respect to such additional debt. Historically, the City has purchased debt service reserve fund surety policies from municipal bond insurance companies to satisfy this requirement; however, as a result of the deterioration in the municipal bond insurer industry, there exists no bond insurer that meets the AAA- credit rating requirements applicable to the issuer of such a policy, as required by the City's outstanding senior lien System bond ordinances. This result requires that the City fund such debt service reserve requirement with cash, being either cash on hand or through the issuance of an additional amount of bonds, which, in either case, negates the savings resultant from the refunding identified above and increases the costs of borrowing for new money issues. Given recent declines in interest rates available in the capital markets, the credit spread (being the differential in interest rates) between senior lien and subordinate lien System debt has significantly narrowed, so much so that the costs of cash - funding a reserve fund at the senior lien level are greater than the costs of a higher interest rate applicable to a subordinated series of debt. This circumstance presents the City with an opportunity to establish a junior lien System financing structure, whereby the City can "modernize" the covenants applicable to this debt while at the same time realizing (i) debt service savings by refunding and "subordinating" certain of its senior lien System bonds and (ii) lower borrowing costs for new money issues. Though the City is "modernizing" multiple aspects of its System debt covenants (all to the benefit of the City), an example is the suspension of the City's requirement to fund a debt service reserve applicable to this new junior lien System debt until such time (if at all) that debt service coverage (being the ratio of available System revenues to debt service on outstanding System debt) falls below negotiated levels for an extended period of time. The establishment of this new financing structure provides the City with greater flexibility in the management of its System debt portfolio. Prospectively, the City can choose to issue System debt at either the senior or junior lien level. As evidenced by recent developments in the marketplace, future circumstance will dictate whether an issuance of additional debt at the System's senior lien level, with its more stringent requirements, or at the junior lien level is more advantageous to the City. This action, in addition to the benefits described above, will provide the City with the flexibility to act in a manner that is most beneficial, given then - existing market conditions balanced against the needs of the City and its System. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a FINANCIAL IMPACT: ❑Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - Debt Payments - - $715,441,000 $ 715,441,000 Encumbered /Expended amount of (date) - - - - This item - $ 706,506,393 $ 706,506,393 BALANCE - - $8,934,607 $ 8,934,607 FUND(S): Utility Debt Service Funds COMMENTS: The $8,934,607 noted above represents savings in debt payments by refunding applicable System revenue bonds for the remaining life of the bonds — through 2040. This represents a net present value savings of approximately $7,440,000. RECOMMENDATION: Staff recommends approval of the motion and ordinance as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and /or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule Ordinance cc: Lisa Aguilar, Assistant City Attorney Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager Oscar Martinez, Assistant City Manager ORDINANCE NO. DRAFT OF 5/07/12 AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012" IN AN AMOUNT NOT TO EXCEED $ ; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Priority Bonds) supported by a first and prior lien on and pledge of the Net Revenues (as hereinafter defined) of the City's combined utility systems (as further described and defined herein, the System); and WHEREAS, the City Council has heretofore established a commercial paper program (the Commercial Paper Program) pursuant to which it issued from time to time a series of commercial paper notes (the Commercial Paper Notes), equally and ratably secured by a lien on and pledge of the Net Revenues, subordinate to the lien thereon and pledge thereof securing the Previously Issued Priority Bonds (but senior and superior to such lien and pledge securing the hereinafter - defined Previously Issued Inferior Lien Obligations) and which expired by the terms of the Commercial Paper Program's authorizing ordinance on March 25, 2010, rendering such Commercial Paper Program void and of no further effect; and WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as hereinafter defined) supported by an lien on and pledge of the Net Revenues of the System inferior to the lien thereon and pledge thereof securing the Previously Issued Priority Bonds and the Commercial Paper Notes (such inferior lien Federal Contract, the Previously Issued Inferior Lien Obligations); and 77800783.4 WHEREAS, the City Council is authorized by the terms of the City ordinances authorizing the issuance of the Previously Issued Priority Bonds and Section 1502.052, as amended, Texas Government Code (which permits the grant of a lien on Net Revenues at the level of priority determined by the City Council), to create and establish a revenue financing system supported by a lien on and pledge of Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds (as hereinafter defined); and WHEREAS, to realize covenant relief governing the issuance and maintenance of Additional Priority Bonds (as hereinafter defined), the City Council has determined to establish a junior lien revenue finance system in support of the System, secured (primarily) by a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but senior and superior to the Inferior Lien Obligations and which junior lien revenue finance system will, upon establishment, assume the lien position formerly held by the Commercial Paper Program prior to its expiration; and WHEREAS, the City Council has determined that revenue and refunding bonds payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues (as hereinafter defined) should be issued for the purposes of (i) establishing the junior lien finance system heretofore described, (ii) building, improving, extending, enlarging, and repairing the System, and (iii) refunding certain Outstanding Previously Issued Priority Bonds for the purposes of realizing debt service savings and covenant relief; and WHEREAS, the City Council further determines and finds that these revenue and refunding bonds be issued as the initial series of Junior Lien Obligations (as hereinafter defined) and establishes the aforementioned junior lien finance system; and WHEREAS, the City has heretofore issued, sold, and delivered, and there are currently Outstanding obligations in the aggregate principal amount of $ in Previously Issued Priority Bonds, being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, (Chapter 1207), the City Council is authorized to issue revenue and refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with Chapter 1207, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue and refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS, , Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue and refunding bonds; and WHEREAS, the City Council hereby finds and determines that the Refunded Obligations are scheduled to mature, or are subject to being redeemed, not more than twenty (20) years from 77800783.4 -2- the date of the refunding bonds herein authorized to restructure the City's debt service and such refunding will result in a gross savings of $ and a net present value savings of $ ( %), including a City cash contribution of $ , as well as provide the City with covenant relief resultant from the subordination of the Refunded Obligations; and WHEREAS, the City is empowered by the provisions of Chapters 1207, 1371, and 1502, as amended, Texas Government Code, and the City's Home Rule Charter to issue revenue and refunding bonds; and WHEREAS, the City Council hereby finds and determines that the establishment of a junior lien finance system in support of the System and the issuance of these revenue and refunding bonds as the initial issuance thereunder, under the terms specified herein, is in the best interests of the citizens of the City, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRIST, TEXAS THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue and refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO /100 DOLLARS ($ ), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) building, improving, extending, enlarging, or repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuing the Bonds. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly Chapters 1207, 1371, and 1502, as amended, Texas Government Code, the City's Home Rule Charter, and this Ordinance. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated July 1, 2012 (the Dated Date) shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R -" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: 77800783.4 Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) -3- Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 As authorized by Chapters 1207 and 1371, as amended, Texas Government Code, the Mayor of the City, the City Manager of the City, and the Assistant City Manager for General Government and Operations Support (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, the Dated Date therefor, the further designation of the Bonds by series and by year, the identity of the Purchaser (which may include a syndicate of underwriters and the identification by the Authorized Representative of the duties of such syndicate members) selected from the City's pool of approved underwriters, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule II. The Bonds shall be issued in the principal amount not to exceed $ ; the maximum maturity of the Bonds will be July 15, 20; the net effective per annum interest rate shall not exceed a rate greater than % per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code; and the refunding of the Refunded Obligations shall produce a net present value savings of at least %. Lastly, each Authorized Representative is authorized to select the bond insurer and /or debt service reserve fund credit provider, if any, with respect to the Bonds. If the Authorized Representative chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Representative shall be permitted to execute an insurance or similar reimbursement agreement in 77800783.4 -4- substantially the form attached hereto as Exhibit F (which form is hereby approved) in connection with such purchase. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchaser in accordance with the provisions of Chapters 1207 and 1371, as amended, Texas Government Code. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371, as amended, Texas Government Code. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 3: Payment of Bonds - Interest Payments - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (the Interest Payment Date), commencing January 15, 2013, while the Bonds are Outstanding. The selection and appointment of , Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent /Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the 77800783.4 -5- Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first -class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on July 15, 20 are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund (but not the Reserve Fund) for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: 77800783.4 -6- Term Bonds Stated to Mature on July 15, 20 Principal Year Amount ($) *Payable at stated maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 20 , or any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty -five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond 77800783.4 -7- then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first -class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty -five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them 77800783.4 -8- shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. 77800783.4 -9- Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 30 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond(s). The Bonds herein authorized shall be issued initially either (i) as a single fully- registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T -1, or (ii) as one (1) fully- registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T -1 and upward (the Initial Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers. Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 77800783.4 -10- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 Dated Date: July 1, 2012 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Dated Date (anticipated to occur on or about July , 2012) or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day of 30 -day months; such interest being payable on January 15 and July 15 of each year commencing January 15, 2013. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of payment by United States Mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 77800783.4 This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of (i) building, improving, extending, renovating, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) the payment of their costs of issuance. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the Constitution and laws of the State of Texas, particularly Chapters 1207, 1371, and 1502, as amended, Texas Government Code, the City's Home Rule Charter, and the Ordinance. The Bonds stated to mature on July 15, 20 are referred to herein as the "Term Bonds ". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund (but not the Reserve Fund) for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Stated to Mature on July 15, 20 Principal Year Amount ($) *Payable at stated maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on July 15, 20 or on any date, in whole or in part in 77800783.4 -12- principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first -class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the City, issued as the initial series of Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) lien on and pledge of the Net Revenues derived from the operation of the City's utility system (as further described in the Ordinance, the System), that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, and Additional Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. 77800783.4 -13- Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations, and Additional Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected 77800783.4 -14- or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS ATTEST: City Secretary (SEAL) 77800783.4 Mayor -15- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond(s) Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this (SEAL) * Bond to Printer: Not to appear on printed Bonds 77800783.4 -16- Comptroller of Public Accounts of the State of Texas Only. D. *Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within- mentioned Ordinance; the Bond or Bonds of the above - entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: * Bond to Printer: to appear on printed Bonds E. Form of Assignment. Texas, as Paying Agent/Registrar By: Authorized Signature AS SIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: 77800783.4 -17- F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below "; (2) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day of 30 -day months; such interest being payable on January 15 and July 15 of each year, commencing January 15, 2013. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of , Texas (the Paying Agent /Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided by the insurer. 77800783.4 -18- SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 35 and 49 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein ", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Priority Bonds shall mean (i) any bonds, notes, warrants, or other evidences of indebtedness which the City reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Section 19 of this Ordinance and which are equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System that is senior and superior to the lien thereon and pledge thereof that is made a part of Junior Lien Pledged Revenues or that may secure the repayment of any Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. B. The term Additional Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then - Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. C. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that are or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. D. The term Authorized Official shall mean the Mayor of the City, the City Manager of the City, the Assistant City Manager for General Government and Operations Support, the Director of Financial Services, and , the City Auditor. 77800783.4 -19- E. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. F. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 ", dated July 1, 2012, authorized by this Ordinance. G. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. H. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and /or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. I. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. J. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. K. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. L. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any Bond or the payment of any Credit Facility. M. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. N. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. O. The term Debt shall mean 77800783.4 -20- (1) all indebtedness payable from Junior Lien Pledged Revenues and /or Net Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Junior Lien Pledged Revenues and /or Net Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Junior Lien Pledged Revenues and /or Net Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and /or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. P. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12 -month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non — permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each 77800783.4 -21- case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. Q. The term Depository shall mean an official depository bank of the City. R. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. S. The term Federal Contract shall mean Contract No. 6 -07 -01 -X0675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, with respect to the Nueces River Reclamation Project, together with any amendments thereto, pursuant to which the City has pledged the revenues of its waterworks system in support of the payment obligations of the City under the Federal Contract, subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the Priority Bonds and the lien thereon and pledge thereof as a result of such Net Revenues being included as Junior Lien Pledged Revenues. T. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, which period presently commences on August 1 of each year and ends on the following July 31. U. The term Government Securities as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; and (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. V. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this 77800783.4 -22- Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. W. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. X. The term Inferior Lien Obligations shall mean (i) the Previously Issued Inferior Lien Obligations, (ii) any Additional Inferior Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Y. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing January 15, 2013, while any of the Bonds remain Outstanding. Z. The term Junior Lien Obligations shall mean (i) the Bonds, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. AA. The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. BB. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. CC. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Priority Bonds, Junior Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto, and, to the extent permitted by law, Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, 77800783.4 -23- obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. DD. The term Ordinance shall mean this Ordinance adopted by the City Council on June 26, 2012. EE. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 37 of this Ordinance; and (3) those Priority Bonds, Junior Lien Obligations, and Inferior Lien Obligations that has been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 30 of this Ordinance. FF. The term Previously Issued Inferior Lien Obligations shall mean the Federal Contract. GG. The term Previously Issued Priority Bonds shall mean, as of the Closing Date (i) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003 ", dated May 15, 2003, in the original principal amount of $28,870,000; (2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005 ", dated January 1, 2005, in the original principal amount of $70,390,000; (3) [ "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A ", dated October 1, 2005, in the original principal amount of $68,325,000;] (4) "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006 ", dated October 1, 2006, in the original principal amount of $84,415,000; (5) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009 ", dated March 1, 2009, in the original principal amount of $96,490,000; 77800783.4 -24- (6) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010 ", dated March 1, 2010, in the original principal amount of $8,000,000; (7) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy -Build America Bonds) ", dated July 1, 2010, in the original principal amount of $60,625,000; (8) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A ", dated July 1, 2010, in the original principal amount of $14,375,000; and (9) "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 2012 ", dated April 1, 2012, in the original principal amount of $55,000,000. HH. The term Priority Bonds shall mean the Previously Issued Priority Bonds, any Additional Priority Bonds, and obligations hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, as determined by the City Council in accordance with any applicable law. 11. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 31 of this Ordinance. JJ. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Junior Lien Pledged Revenues, or Net Revenues and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Junior Lien Pledged Revenues, or Net Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. KK. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. LL. The term System shall mean and include, whether now existing or hereinafter added (including additions made from time to time in accordance with the provisions of the City ordinances authorizing the issuance of the Outstanding Priority Bonds), the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City 77800783.4 -25- limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of "Special Project Bonds ", which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Junior Lien Pledged Revenues and /or Net Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such "Special Project Bonds ". SECTION 10: Pledge of Junior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien Pledged Revenues granted by the City under subsection (A) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at anytime while the Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11: Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience 77800783.4 -26- and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Junior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of the Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds and the Junior Lien Obligations; and E. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and /or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12: System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be 77800783.4 -27- maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund) and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Bonds and any Additional Junior Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of the Previously Issued Inferior Lien Obligations and any Additional Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose; provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds. SECTION 13: Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100 %) of the amount required to fully pay the interest on and the principal of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchaser. As described further in Section 15 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. 77800783.4 -28- The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. SECTION 14: Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to % of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any Rating Agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the 77800783.4 -29- Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $ . This amount shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1 /60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1 /60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1 /60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1 /60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then - applicable State law. 77800783.4 -30- In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds (including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 1207), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then - applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least % of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any Fiscal Year are less than % of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues in each of two consecutive Fiscal Years have been equal to not less than % of the Average Annual Debt Service Requirements. SECTION 15: Deficiencies - Excess Junior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations and the Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 12 hereof). SECTION 16: Payment of Bonds. While any of the Bonds are Outstanding, the Authorized Officials shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17: Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal 77800783.4 -31- Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18: Application of the Covenants and Agreements of the Priority Bonds. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the Priority Bonds now or hereafter Outstanding. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations or Additional Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then - Outstanding Priority Bonds, as appropriate. SECTION 19: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations and Additional Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding. 77800783.4 -32- B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) this Section and Section 20 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.10 times the Average Annual Debt Service Requirements for all then - Outstanding Priority Bonds or Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of 77800783.4 -33- the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.10 times the Average Annual Debt Service Requirements for all then - Outstanding Priority Bonds and Junior Lien Obligations (other than any Priority Bonds or Junior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from the Engineer of Record a comprehensive engineering report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of the Engineer of Record to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.10 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or incurred and all Additional Junior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section 77800783.4 -34- but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the Forecast) of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) the Engineer of Record reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i) above, the Engineer of Record may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Junior Lien Obligations for Capital Additions, the certification of the City Manager and the Engineer of Record, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by 77800783.4 -35- the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the City Manager's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager's certificate or opinion. C. The City may issue Additional Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently Outstanding Priority Bonds, this Ordinance, and, to the extent applicable, the Federal Contract. SECTION 20: Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment); provided that, if after giving effect to any such partial refunding the average annual Debt Service Requirements for all Priority Bonds and Junior Lien Obligations will be reduced after giving effect to the then - anticipated refunding, then the test set forth in Subsection 2 of Section 19 shall be applied by substituting "1.00" for "1.10 ". SECTION 21: Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22: Maintenance of System — Insurance. The City covenants, agrees, and affirms its covenants made in the ordinances or resolutions authorizing the issuance of the currently Outstanding Priority Bonds that, for so long as such obligations remain Outstanding, it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business (which may include an adequate program of self insurance); and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State 77800783.4 -36- of Texas. All money received from losses under such insurance policies, other than public liability policies, shall be retained for the benefit of the holders of its Outstanding evidences of indebtedness, until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 23: Records and Accounts — Annual Audit. The City covenants, agrees, and affirms its covenants that so long as any of the Bonds remain Outstanding, it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating to the System, and that the Holders of the Bonds or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that following (and in no event later than 180 days after) the close of each fiscal year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Operating Expenses. SECTION 24: Limited Obligations of the City. The Bonds are limited, special obligations of the City payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a junior and inferior lien on and pledge of Net Revenues, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Bonds from any funds raised or to be raised through taxation by the City. SECTION 25: Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. SECTION 26: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed 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 77800783.4 -37- often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. SECTION 27: Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first -class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 28: Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 29: Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 30: Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. 77800783.4 -38- Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 31: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to , Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated June 26, 2012 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bonds shall be registered in the name of , Texas. Any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchaser shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchaser in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchaser is hereby authorized to use and distribute the final Official Statement, dated , 2012, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and /or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchaser, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchaser. 77800783.4 -39- SECTION 32: Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust Agreement dated as of June 26, 2012 (the Agreement) by and between the City and , Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, the Mayor and City Secretary, and Bond Counsel in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities, if any, referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2012 ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 33: Proceeds of Sale; Contribution from the City. Immediately following the delivery of the Bonds, certain proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the Mayor. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. Proceeds from the sale of the Bonds shall be applied as follows: A. Accrued interest, if any, received from the Purchasers shall be deposited into the Bond Fund. B. $ shall be deposited to the Escrow Fund. C. The balance of the proceeds derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into a construction fund created for the projects to be constructed with the proceeds of the Bonds. This construction fund shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as 77800783.4 -40- required by any other applicable law. Thereafter, such amount shall be deposited into the Bond Fund and expended in accordance with Section 13. SECTION 34: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par and accrued interest to their respective date of redemption. The City shall give written notice to the paying agent that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the applicable redemption dates set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such dates shall be irrevocable upon the delivery of the Bonds. A copy of each notice of redemption pertaining to the applicable series of Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent is authorized and instructed to provide notices of these redemptions to the holders of the Refunded Obligations in the form and manner described in the applicable ordinance authorizing the issuance of the Refunded Obligations. SECTION 35: Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148 -1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148 -1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148 -1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of 77800783.4 -41- (a) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (b) the Bonds has the meaning set forth in Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such 77800783.4 -42- property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 77800783.4 -43- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used, within 90 days after the Closing Date for the redemption of certain of the Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of these Refunded Obligations. L. Qualified Advance Refunding. The Bonds are issued, in part, to refund certain of the Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption of these Refunded Obligations. The City represents as follows: (1) The Bonds are the "first advance refunding" of any original bonds issued after 1985 and are the "first or second advance refunding" of any original bonds issued before 1986, both within the meaning of section 149(d)(3) of the Code. 77800783.4 -44- (2) The advance refunded Refunded Obligations are being called for redemption, and will be redeemed: (i) in the case of Refunded Obligations issued after 1985, not later than the earliest date on which such bonds may be redeemed and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds; and (ii) in the case of Refunded Obligations issued before 1986, not later than the earliest date on which such issue may be redeemed at par or at a premium of three percent or less and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds. (3) The initial temporary period under section 148(c) of the Code will end: (i) with respect to the proceeds of the Bonds used to refund the advance refunded Refunded Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the advance refunded Refunded Obligations on the Closing Date if not ended prior thereto. (4) On and after the date of issue of the Bonds, no proceeds of the advance refunded Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such advance refunded Refunded Obligations. (5) The Bonds are being issued for the purposes stated in the preamble of this Ordinance. There is a present value savings associated with the refunding. In the issuance of the Bonds the City has: (i) neither issued more bonds, nor issued bonds earlier, and will not allow bonds to remain Outstanding longer, than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) not employed an "abusive arbitrage device" within the meaning of Section 1.148 -10(a) of the Regulations; and (iii) not employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. M. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 36: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel 77800783.4 -45- and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the Purchasers. SECTION 37: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and /or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 35 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that 77800783.4 -46- right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 38: Ordinance a Contract; Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 39: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski L.L.P., as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and authorized. SECTION 40: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 41: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 42: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being 77800783.4 -47- intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. SECTION 43: Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. SECTION 44: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 45: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 46: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 47: Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 48: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 49: Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http: / /www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2 -12, as amended from time to time. SEC means the United States Securities and Exchange Commission. 77800783.4 -48- B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2012, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 31 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice thereof with the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) (8) (9) Modifications to rights of Holders of the Bonds, if material; Bond calls, if material, and tender offers; Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; 77800783.4 -49- (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR 77800783.4 -50- TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY 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. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. 77800783.4 -51- Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the United States Securities and Exchange Commission. SECTION 50: Book -Entry Only System. The Bonds are initially registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond(s) described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit G (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited 77800783.4 -52- with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 51: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 52: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 53: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 54: Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. 77800783.4 -53- SECTION 55: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. SECTION 56: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. 77800783.4 [The remainder of this page intentionally left blank.] -54- PASSED AND ADOPTED on the 26th day of June 2012. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) SCHEDULE SCHEDULE EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F — EXHIBIT G I — Schedule of Refunded Obligations II — Approval Certificate — Paying Agent/Registrar Agreement — Purchase Contract — Escrow and Trust Agreement — Notices of Redemption — Description of Annual Financial Information Reimbursement Agreement — DTC Letter of Representations 77800783.4 S -1 77800783.4 SCHEDULE I SCHEDULE OF REFUNDED OBLIGATIONS Schedule I -1 77800783.4 SCHEDULE II APPROVAL CERTIFICATE Schedule II -1 77800783.4 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. A -1 77800783.4 EXHIBIT B PURCHASE CONTRACT See Tab No. B -1 77800783.4 EXHIBIT C ESCROW AND TRUST AGREEMENT See Tab No. C -1 77800783.4 EXHIBIT D NOTICES OF REDEMPTION See Tab No. D -1 EXHIBIT E DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 49 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section for each Year ending in and after 2012 are as specified (and included in the Appendix of the Application referred to below): 1. The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded fiscal year. 2. Tables 1 through contained in the Official Statement; and the Audited Financial Statement of the City, as set forth in Appendix B to the Official Statement. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 77800783.4 E -1 77800783.4 EXHIBIT F REIMBURSEMENT AGREEMENT N/A F -1 77800783.4 EXHIBIT G DTC LETTER OF REPRESENTATIONS N/A G -1 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: TO: FROM: May 25, 2012 Ronald L. Olson, City Manager Mark Van Vleck, Interim Director, Department of Development Services MarkVV @cctexas.com (361) 826-3246 PUBLIC HEARING - CHANGE OF ZONING Convent Academy of the Incarnate Word (Case No. 0312 -02) From "RS -4.5" Single - Family 4.5, "RS -6" Single - Family 6, and "RM -1" Multifamily 1 Districts to "RM -1" Multifamily 1 District Property Address: 5409 Lipes Blvd. CAP TION: PUBLIC HEARING - ZONING Case No. 0312 -02: Convent Academy of the Incarnate Word: A change of zoning from the "RS- 4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District. The property to be rezoned is described as being 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts. RECOMMENDATION: Planning Commission & Staff Recommendation (March 28, 2012): Denial of the change of zoning to the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract and, in lieu thereof, approval of the "RM -1" Multifamily 1 District on the western fifteen (15) acres and "RS -6" Single - Family 6 District on the remaining eastern 26.32 acres. BACKGROUND AND FINDINGS : The Convent Academy of the Incarnate Word (Convent) is requesting a change of zoning to the "RM -1" Multifamily 1 District to allow for the construction of a 40- resident convent facility on a fifteen -acre tract of land. The convent, associated administrative office and chapel would be located in one building, varying from one to two stories in height with a maximum floor area of 60,000 square feet. The subject property is located west of Staples St. and along the south side of Lipes Blvd. The future convent would be constructed on the western fifteen acres of the subject property. The Convent owns the remaining 26.32 acres to the east of the future convent site. This 26.32 -acre parcel has a combination of two different single - family zoning districts ( "RS -4.5" and "RS -6 ") with a small amount of multifamily zoning ( "RM -1 "). The change of zoning to the "RS -6" Single - Family 6 District on the eastern 26.32 acres would consolidate the zoning on that parcel to an appropriate single - family district. There are no development plans for the 26.32 -acre parcel at this time. The Convent is in agreement with Planning Commission and Staff's recommendation. City Council Executive Summary Memorandum Convent Academy of the Incarnate Word (Case No. 0312 -02) Page 2 A convent is classified as a "group living" use, which requires a minimum of the "RM -1" District. The proposed convent facility would have lower densities and traffic generation than the standard single - family subdivision built on 15 acres. The subject property is across from a public park, single - family houses, and senior - living apartments on Lipes Blvd. To the west and south are single - family houses. To the east is a church and apartment complex. ALTERNATIVES: Approve the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract, or deny the request altogether. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: The change of zoning on the 41.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the Comprehensive Plan or Southside Area Development, which slate the property for low- density residential uses. Reducing the area of the "RM -1" District to only fifteen acres is more consistent with the Plans and meets other Plan elements such as encouraging infill development on vacant tracts within developed areas, locating medium - density residential development along a collector street with convenient access to an arterial street, buffering high - intensity commercial areas from low- density residential areas through the existence of roads, public /institutional buildings, open space, scale of designs, and transitional land uses, and discouraging new high- intensity commercial developments from locating directly adjacent to low- intensity residential areas without an adequate transition or buffer. EMERGENCY / NON - EMERGENCY: Emergency DEPARTMENTAL CLEARANCES: N/A FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: 1. Zoning Report with Attachments 2. Ordinance with Exhibit ZONING REPORT Case No.: 0312 -02 HTE No. 12- 10000011 Planning Commission Hearing Date: March 28, 2012 Applicant & Legal Description Applicant /Owner: Convent Academy of the Incarnate Word Representative: Peggy L. Sumner Legal Description /Location: Being 41.32 acres out of Lots 5, 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located approximately 200 feet to the west of S. Staples St. and along the south side of Lipes Blvd. Zoning Request From: "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District and "RM- 1" Multifamily 1 District To: "RM -1" Multifamily 1 District Area: 41.32 acres Purpose of Request: To allow the property owner to construct a 40- resident convent and associated accessory uses, such as administrative offices and a chapel. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -4.5" Single - Family 4.5, "RS -6" Single - Family 6, and "RM -1" Multifamily 1 Vacant Low Density Residential North "RS -6" Single - Family 6 & "RS -TF" Two - Family District Park; Low & Medium Density Residential Park; Low & Medium Density Residential South "RS -6" Single - Family 6 Vacant & Low Density Residential Low Density Residential East "RM -1" Multifamily 1 Medium Density Residential & Public Semi - Public Medium Density Residential West "RS -6" Single - Family 6 Low Density Residential Low Density Residential ADP, Map & Violations Area Development Plan: The subject property is located in the Southside Area Development Plan (ADP) and is planned for low density residential uses. Although the proposed change in zoning to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Plan, a modification to the plan with a medium density residential district such as an "RM -1" District could be acceptable. Map No.: 045032 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 1,900 feet of frontage along Lipes Blvd., a "01" Residential Collector street. The nearest intersection is S. Staples St., which is an "A3" Primary Arterial Divided street. The subject property has limited access to Henderson St., which is a local residential street currently connecting to Staples St. and which will also connect to Graford Place, another local residential street, when the developer immediately to the south of the subject property constructs the extension of Graford Place to Henderson St. as part of a single - family residential development. Street R.O.W. Street Urban Transportation Plan Proposed Section Existing Section 2011 Volume Lipes Blvd. C1 Minor Residential Collector 60' ROW, 40' paved 60' ROW, 40' paved N/A S. Staples St. A3 Primary Arterial Divided 130' ROW, 79' paved 130' ROW, 65' paved 17,220 ADT Zoning Report Case #0312 -02, Convent Academy of the Incarnate Word Page 2 Staff's Summary: Requested Zoning: The applicant is requesting a change of zoning from the "RS -4.5" and "RS- 6" Single - Family districts to the "RM -1" Multifamily 1 District to allow for the development of a 40- resident convent and associated accessory uses, such as administrative offices and a chapel. The subject property is located approximately 200 feet to the west of Staples St. and has approximately 1,900 feet of frontage along the south side of Lipes Blvd. Existing Zoning: The subject property is currently zoned with single - family districts ( "RS -4.5" and "RS -6 "), which does not allow for "group living" uses. A convent is classified as a "group living" use, which requires a minimum of the "RM -1" District. The "RM -1" District supports a maximum density of 22 dwelling units per acre compared to the "RS -6" District supporting 7.26 dwelling units per acre. Applicant's Development Plan: • The applicant owns the entire 41.32 -acre tract of land, but only needs fifteen (15) acres for the construction of the convent facility. There are no development plans for the remaining 26.32 acres at this time. The convent, offices and chapel will all be located in the same building, which would vary from one to two stories high and have a floor area of approximately 60,000 square feet. • Because of the nature of the convent, the applicant prefers to be located near lower intensity land uses, such as single - family residential, rather than commercial uses or high- density apartments. As such, the applicant prefers to construct the convent on the portion of the lot farthest away from S. Staples St. The convent is expected to employee eight to ten individuals. Construction is expected to be complete by mid -2013. Existing Land Uses: Located to the north of the subject property are a public park, single - family houses, and a retirement community. Located to the east is a church and apartment complex. Located to the south is a vacant tract of land slated for single - family subdivision. Located to the west are single - family houses. Buffer Yard: The development would be required to provide a physical buffer between the "RM -1" District and the "RS -6" District located on the south and west sides of the subject property. The potential relocation of the 50- foot -wide private drainage ditch to the south and west sides of the property would also provide a physical buffer from the low density residential uses. Relationship to Smart Growth: The proposed change of zoning will allow for infill development on a large tract of vacant land that is hemmed in by existing single - family and multifamily residential and commercial developments. Existing public infrastructure is available to the subject property. Comprehensive Plan & Area Development Plan (ADP) Consistency: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning of the 41.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Map, but meets other criteria of the Comprehensive Plan and ADP, such as: • Encouraging infill development on vacant tracts within developed areas (Comprehensive Plan, Residential Policy Statement F), K:ADEVELOPMENT SVCS \ SHARED AZONING CASES \0312 -02 CONVENT ACADEMY OF INCARNATE WORD \0312-02 ZONING REPORT, CONVENT ACADEMY FINAL FOR CC.DOC Zoning Report Case #0312 -02, Convent Academy of the Incarnate Word Page 3 • Locating medium - density residential development along a collector street with convenient access to an arterial street (Comprehensive Plan, Residential Policy Statement H), • Providing for a compatible configuration of activities with emphasis on accommodation of existing zoning patterns and the protection of low- density residential activities from incompatible activities (Southside ADP Policy Statement B.1), • Buffering high- intensity commercial areas from low- density residential areas through the existence of roads, public /institutional buildings, open space, scale of designs, and transitional land uses (Southside ADP Policy Statement B.6), and • Discouraging new high- intensity commercial developments from locating directly adjacent to low- intensity residential areas without an adequate transition or buffer (Southside ADP Policy Statement B.7). Plat Status: Subject property is not platted. Department Comments: • A modified request to fifteen (15) acres of the "RM -1" Multifamily 1 District to allow for a convent is a supportable zoning change. • Rezoning the remaining 26.32 acres to the "RS -6" Single - Family 6 District would be consistent with the Area Development Plan and would provide for one zoning district on the remaining acreage. • The 40 -unit convent facility would have lower densities and traffic generation than the standard single - family subdivision built on 15 acres. • The applicant is in agreement with the modified request described above. • The modified request would be more consistent with the Area Development Plan. Planninq Commission & Staff Recommendation (March 28, 2012): Denial of the change of zoning to the "RM -1" Multifamily 1 District on the entire 41.32 -acre tract and, in lieu thereof, approval of the "RM -1" Multifamily 1 District on the western fifteen (15) acres and "RS -6" Single - Family 6 District on the remaining eastern 26.32 acres. to cap a�> E E o U Number of Notices Mailed — 64 within 200' notification area; 3 outside notification area As of May 18, 2012: In Favor — 2 (inside notification area); 0 (outside notification area) In Opposition — 7 (inside notification area); 0 (outside notification area) For 3.23% in opposition. Attachments: 1. Site Map — Existing Zoning, Notice Area, & Ownership Map 2. Conceptual Development Plan K:ADEVELOPMENT SVCS \ SHARED AZONING CASES \0312 -02 CONVENT ACADEMY OF INCARNATE WORD \0312-02 ZONING REPORT, CONVENT ACADEMY FINAL FOR CC.DOC CROSSGATE RS-TF LACE UN! 57 SAN t 29 127 6 15 25 16 17 18 C7 ° 2 3C R'S RO _x13/13/2 ©'12 Prepared Sy SRR 0 eIopme r Ser i es CASE: 0312 -02 2. SITE - EXISTING ZONING, NOTICE AREA & OWNERSHIP RM -1 Multifamily 1 RM-2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM-AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy industrial PUD Planned Unit Dev. Overlay RS -10 Single - Family 10 RS-6 Single - Family 6 RS-4,5 Single- Family 4.5 RS-TF Two - Family RS -15 Single - Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured. Home Owners n ra var 4 Owners within 200' listed on V pwner5 attached ownership la hie A kr oppe0i000 ILOCATION 1 MAP City of Corpus Christi Distances Are Approximations 645' F�Rhnr; S�E�� ORA] f,.4'F NT Page 1 of 3 Ordinance amending the Unified Development Code (UDC), upon application by Convent Academy of the Incarnate Word, by changing the UDC Zoning Map in reference to the 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District on the western fifteen (15) acres out of Lots 5 and 6, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, and to the "RS -6" Single - Family 6 District on the eastern 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the application of Convent Academy of the Incarnate Word, for amendment to the City of Corpus Christi UDC and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, March 28, 2012, during a meeting of the Planning Commission, and on Tuesday, July 10, 2012, during a meeting of the City Council, in Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve public health, necessity, convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THERFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the UDC of the City of Corpus Christi, Texas, is amended by changing the zoning on 41.32 acres out of Lots 5, 6, and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located approximately 200 feet to the west of South Staples Street and along the south side of Lipes Boulevard, from the "RS -4.5" Single - Family 4.5 District, "RS -6" Single - Family 6 District, and "RM -1" Multifamily 1 District to the "RM -1" Multifamily 1 District on the western fifteen (15) acres out of Lots 5 and 6, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, and to the "RS -6" Single - Family 6 District on the eastern 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts (Zoning Map 045032) (See Exhibits A thru C for Location Map and Proposed Rezoning Maps). SECTION 2. That the official UDC Zoning Map of the City of Corpus Christi, Texas, is amended to reflect the amendment to the UDC made by Section 1 of this ordinance. SECTION 3. That the UDC and corresponding UDC Zoning Map of the City of Corpus Christi, Texas, effective July 1, 2011, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. SECTION 4. That to the extent that this amendment to the UDC represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as amended by this ordinance. Page 2 of 3 SECTION 5. That all ordinances or parts of ordinances in conflict with this ordinance are hereby expressly repealed. SECTION 6. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable as provided in Section 1.10.1 and /or Article 10 of the UDC. SECTION 7. That 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. SECTION 8. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule as to consideration and voting upon ordinances at two regular meetings so that this ordinance is passed upon first reading as an emergency measure on this day of 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor, City of Corpus Christi Page 3 of 3 Corpus Christi, Texas day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott Joe Adame Mayor, City of Corpus Christi K: \DevelopmentSvcs \SHARED\ZONING CASES \0312 -02 Convent Academy of Incarnate Word \0312 -02 Ordinance Convent academy of IW RM -1 RS- 6.DWBFinal.docx NORWICH U) w 0 J w 0 SUN WOOD DRAINAGE PARK w w > > o w w < a 0 o CC m LIJ > J E 0 LI ES BOULEVARD 0 KING'S COURT ST. JAMES 5.00 AO 20.32 QC QUEEN'S COUP GRAFORD PLACE I' O CA` 10N MAP 1" = 500' HENDERSON SOUTH STAPLES STREET (FM. 244 STREET PROPOSED REZONING CONVENT ACADEMY OF THE INCARNATE WORD- APPLICANT Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882 -5521 (phone) (361) 882 -1265 (fax) FIRM REGISTRATION NO. F -52 EXHIBIT A Job No: 07013 Scale: 1"=500' Date: 5/10/12 Drawing No: 07013URBAN Plotscale: 1 =1 Sheet 1 of 3 sG �11• F \ ck G ES BLVD. s I= 86'24'07" _ R= 10.00' 2 T =9.39' _ L= 15.08' 3 CB= N72'09' 14 "E CH= 13.69' 5 Z 6 W D' 7 l� (7) VI 7 I 0 rn ICY 0 U e 9 10 44 45 N N N O a) W Lo O (NI Z 46 1=3'35'51" R= 669.08' T= 21.01' L= 42.01' CB= S62'5O'47 "E CH= 42.00' J Area = 15.00 Acres Point of Beginning N61'O4'37 "W 711.40' 10 CO CO 9- 0) S28 °55'23 "W S61'O2'5O"E 176.50' a1 ; 11 1)9 bbc .S1 co ad 9- a) N28°55'23EW 11 12 13 14 13 GRAFORD PLACE UNIT 2 V. 57, P 103, M.R.N.C.T. 16 17 LOT 6, SECTIO FB & EF & VOL. A, PGS.41 -43, PROPOSED REZONING -MULTI FAMILY CONVENT ACADEMY OF THE INCARNATE WORD- APPLICANT Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882-5521 (phone) (361) 882 -1265 (fax) FIRM REGISTRATION NO. F -52 EXHIBIT B Job No: 07013 Scale: 1"=200' Date: 5/10/12 Drawing No: 07013URBAN Plotscale: 1 =1 Sheet 2 of 3 ' 5" G -E 0 D. s72:35' 72 3'3' A00.00 S61'O2'5O "E 176.50' 5 r Co 0 N N co 03 w ND N If) Lf) 00 N z LOT 6, SECTION 6 FB & EF & GT VOL. A, PGS.41 -43, M.R.N.C.T. V. 46, SUBDM 10 J SION CORPU RE VOLUME 64- CHRISTI RETIREMENT IDENCE ADDITION , PAGES 171 & 172, M.R.N.C.T. S61'O2'5O "E 737.59' h Area = 26.32 Acres N61'O4'37' W 1209.58' Fnd5/77—*"." Point of Beginning LOT 7, SECTION 6 FB & EF & GT VOL A, PGS.41 °43, M.R.N.C.T. HENDERSON 7. 5' UE 7.5' UE f- 0 ..HENDERSON ST ROOSED REZONING- RESIDENTIAL CONVENT ACADEMY OF THE INCARNATE WORD- APPLICANT Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882 -5521 (phone) (361) 882 -1265 (fax) FIRM REGISTRATION NO. F -52 Job No: 07013 Scale: 1"=200' Date: 6/01/12 Drawing No: 07013URBAN Plotscale: 1 =1 Sheet 3 of 3 1 AGENDA MEMORANDUM for the City Council Meeting of July 10, 2012 DATE: June 7, 2012 TO: FROM: Ronald L. Olson, City Manager Mark Van Vleck, Interim Director, Department of Development Services MarkVV @cctexas.com (361) 826-3246 PUBLIC HEARING - CHANGE OF ZONING Saratoga Airline, LLC (Case No. 0512 -01) From "CG -1" General Commercial District to "CN -1" Neighborhood Commercial District Property Address: 2921 Airline Road CAP TION: PUBLIC HEARING - ZONING Case No. 0512 -01: Saratoga Airline, LLC: A change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. The property to be rezoned is described as being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2. RECOMMENDATION: Planning Commission & Staff Recommendation (May 23, 2012): Approval of the change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. BACKGROUND AND FINDINGS : The applicant is requesting a zoning change from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District to allow for the development of a 230 -unit apartment complex on 9.5 acres because the "CG -1" District specifically prohibits residential uses. The site is located between Airline Rd. and Charter Ln. about 500 feet south of Saratoga Blvd. The same zoning change request from the "CG -1" District to the "CN -1" District was approved in early 2011 on the majority of the project site (7.5 acres) when a different developer was looking to build senior - living apartments. The current developer is also proposing apartments but needs the additional two acres fronting on Airline Rd. to make the project feasible. The proposed apartment complex would have seventy -eight (78) garage units, a pool, leasing office and clubhouse for a total of twenty -three (23) structures on 9.5 acres and a density of twenty -four (24) dwelling units per acre. The "CN -1" District limits the density to thirty -seven (37) City Council Executive Summary Memorandum Saratoga Airline, LLC (Case No. 0512 -01) Page 2 dwelling units per acre. The structures could not exceed thirty -five (35) feet in height. The subject property has frontage on Airline Rd., Downing St., and Charter Ln. The applicant proposes driveway access on Airline Rd. and Charter Ln. As a protection to the nearby residents, the apartment complex would not be allowed a driveway on Downing St. across from the single - family zoning district. With its limitations on higher intensity commercial uses, the requested "CN -1" Neighborhood Commercial District would provide a more appropriate transition to the surrounding single - family neighborhood to the south than would the existing "CG -1" General Commercial District. ALTERNATIVES: 1. Approve other intermediate zoning classifications or a Special Permit. 2. Deny the applicant's request. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: The proposed change of zoning to the "CN -1" Neighborhood Commercial District would be consistent with the adopted Comprehensive Plan, Southside Area Development Plan, and Future Land Use Plan, which slate the subject property for commercial uses. EMERGENCY / NON - EMERGENCY: Emergency DEPARTMENTAL CLEARANCES: N/A FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: 1. Zoning Report with Attachments 2. Ordinance with Exhibits ZONING REPORT Case No.: 0512 -01 HTE No. 12- 10000015 Planning Commission Hearing Date: May 23, 2012 Applicant & Legal Description Applicant: Saratoga Airline, LLC Representative: Jim Boller Legal Description /Location: Being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2, located on the northwest corner of Airline Road and Downing Street. Zoning Request From: "CG -1" General Commercial District To: "CN -1" Neighborhood Commercial District Area: 2 acres Purpose of Request: To allow for construction of a 230 -unit apartment complex. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CG -1" General Commercial Vacant Commercial North "CN -l" Neighborhood Commercial Vacant/Agricultural Commercial South "CN -1" Neighborhood Commercial & "ON" Office Vacant & Medium Density Residential Medium Density Residential East "CG -2" General Commercial Vacant/Agricultural Commercial West "CN -l" Neighborhood Commercial Vacant/Agricultural Commercial ADP, Map & Violations Area Development Plan: The subject property is located in the Southside Area Development Plan (ADP) and is planned for commercial uses. The proposed change of zoning to the "CN -1" Neighborhood Commercial District is consistent with the adopted Future Land Use Plan. Map No.: 042032 Zoning Violations: None Transport- ation Transportation and Circulation: The subject property has 330 feet of frontage along Airline Rd., which is an existing Al Arterial as indicated in the Urban Transportation Plan, and 350 feet of frontage on Downing St., which is an existing local residential street. Airline Rd. is currently under construction to build out the master planned street section from Saratoga Blvd. to Rodd Field Rd. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section 2011 Traffic Volume Airline Rd. "Al" Minor Arterial, Undivided 95' ROW, 64' paved width 60' ROW, 20' paved width 4,060 ADT (Between Yorktown & Saratoga) Downing St. Local Residential 50' ROW, 28' paved width 60' ROW, 30'- 40' paved width Not Available Charter Ln. Local Residential 50' ROW, 28' paved width 60' ROW, 40' paved width Not Available Zoning Report Case #0512 -01, Saratoga Airline, LLC Page 2 Staff Summary: Requested Zoning: The applicant has requested a change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District to allow for the development of a high- density (more than 22 units /acre) apartment complex on 9.5 acres. The site is located at the northwest corner of Airline Rd. and Downing St, about 500 feet south of Saratoga Blvd. The "CG -1" District is nearly identical to the "CG -2" General Commercial District except that it specifically does not allow residential uses. The same zoning change request from "CG -1" to "CN -1" was approved in early 2011 on the majority of the project site (7.5 acres) when a potential developer was looking to build senior - living apartments. The previous rezoning request left out a two -acre tract fronting on Airline Rd., and so it remains zoned as the "CG -1" District. The current proposed project would use all 9.5 acres and the new developer is requesting the rezoning on the remaining two acres fronting on Airline Rd. Applicant's Development Plan: The applicant proposes to construct 230 dwelling units with 78 garage units, a pool, leasing office and clubhouse making up 23 structures on 9.5 acres. The "CN -1" District does not allow structures to exceed 35 feet in height. The proposed density is 24 dwelling units per acre. The applicant proposes driveway access to all three streets, which are Downing St., Airline Rd., and Charter Ln. Existing Land Uses: The subject property (9.5 acres) and the property to the north are currently vacant and zoned for General Commercial uses. Various properties to the south are vacant, single - family residential, and medium - density residential (18 -unit townhouse complex) with a combination of "RS -6" Single - Family, "ON" Office, and "CN -1" Neighborhood Commercial zoning. Property to the east across Airline Rd. is used for agriculture and zoned "CG -2" General Commercial. To the west across Charter Ln. is Time Warner Communications, a commercial use, zoned "CG -2" General Commercial. Future Land Uses: The majority of the area near the intersection of Airline Rd. and Saratoga Blvd. is planned for future commercial uses. The areas to the south are planned for medium - density residential (8 -22 units per acre) and public /semi - public uses (schools, churches, etc.) with low- density residential farther west down Downing St. Comprehensive Plan & Area Development Plan (ADP) Consistency: The proposed change of zoning to the "CN -1" Neighborhood Commercial District would be consistent with the adopted Comprehensive Plan, Southside Area Development Plan (ADP), and Future Land Use Map, which slate the subject property for commercial uses. The rezoning to the "CN -1" District would be an extension of the "CN -1" District located to the north, south and west of the subject property. Transportation: Driveways: The subject property has frontage on Airline Rd. (Arterial street), Downing St., and Charter Ln. (Local Residential streets). The applicant proposes driveway access on Airline Rd. and Charter Ln. The driveway on Charter Ln. would be allowed because the zoning and future land use across Charter Ln. is equivalent to or more intense than the subject property's zoning /future land use. A driveway on Downing St. could be located closer to Airline Rd. where there is commercial zoning. As a protection to the nearby residents, the apartment complex would not be allowed a driveway on Downing St. across from the single - family zoning district. Traffic: Based on data from the Institute of Transportation Engineers, an apartment complex of 230 units at 6.7 trips per unit would generate approximately 1,500 average daily trips, which is typically lower than commercial uses. Zoning Report Case #0512 -01, Saratoga Airline, LLC Page 3 Plat Status: The subject property is platted. Department Comments: • With its limitations on higher intensity commercial uses, the requested zoning of "CN -1" Neighborhood Commercial would provide a more appropriate transition to the single - family neighborhood to the south than would the existing "CG -1" General Commercial zoning. • The proposed project has appropriate access to arterial roadways. • The proposed rezoning is consistent with the Comprehensive Plan and compatible with surrounding commercial and office zoning districts. Planninq Commission & Staff Recommendation (May 23, 2012): Approval of the change of zoning from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District. c) a Notification Number of Notices Mailed — 13 within 200' notification area; 17 outside notification area As of June 6, 2012: In Favor In Opposition For 0.0% in opposition. — 1 (inside notification area); 0 (outside notification area) — 0 (inside notification area); 1 (outside notification area) Attachments: 1. Site Map — Existing Zoning, Notice Area, & Ownership Map 2. Site Development Plan K: \DevelopmentSvcs \SHARED\ZONING CASES \0512 -01 Saratoga Airline, LLC \0512 -01 Zoning Report, Saratoga Airline, LLC, for PC 5- 23- 12.doc BASS SUBJECTS PROPERTY 0 201 Prepared By: ym (Bevel opment Seruc es CASE: 0512 -01 2. SITE - EXISTING ZONING NOTICE AREA 8 OWNERSHIP RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood'. Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CO-1 General Commercial CG -2 General Commercial Cl Intensive Commercial CEO Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Den. Overlay RS -10 Single- Family 10 RS-6 Single- Family 6 RS-4.5 Single-Family 4.5 RS-TF Two - Family RS -15 Single- Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home Subject Property [inners with 20£!' buffer in taco' 4 Owners within 200' fisted on V Owners attached ownership table {Ij in opposition SUBJECT PROPERTY LOCATION MAP City of / Corpus Christi 0512 -01 Saratoga Airline LLC Proposed Site Plan 5 -23 -12 Ordinance amending the Unified Development Code (UDC), upon application by Saratoga Airline, LLC, by changing the UDC Zoning Map in reference to 2.00 acres of land, more or less, out of Brighton Village Unit 2, Block 14, Lot 3 from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; providing a penalty; providing for publication; and declaring an emergency. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the application of Saratoga Airline, LLC, for amendment to the City of Corpus Christi UDC and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, May 23, 2012, during a meeting of the Planning Commission, and on Tuesday, July 10, 2012, during a meeting of the City Council, in Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve public health, necessity, convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THERFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the UDC of the City of Corpus Christi, Texas, is amended by changing the zoning on 2.00 acres of land, more or less, out of Brighton Village Unit 2, Block 14, Lot 3, located on the northwest corner of Airline Road and Downing Street, from the "CG -1" General Commercial District to the "CN -1" Neighborhood Commercial District (Zoning Map 042032) (Exhibit A — Metes and Bounds Description) (Exhibit B — Location Map). SECTION 2. That the official UDC Zoning Map of the City of Corpus Christi, Texas, is amended to reflect the amendment to the UDC made by Section 1 of this ordinance. SECTION 3. That the UDC and corresponding UDC Zoning Map of the City of Corpus Christi, Texas, effective July 1, 2011, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. SECTION 4. That to the extent that this amendment to the UDC represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as amended by this ordinance. SECTION 5. That all ordinances or parts of ordinances in conflict with this ordinance are hereby expressly repealed. SECTION 6. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable as provided in Section 1.10.1 and /or Article 10 of the UDC. SECTION 7. That 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. SECTION 8. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action Page 2 of 3 necessary for the efficient and effective administration of City affairs and suspends the Charter rule as to consideration and voting upon ordinances at two regular meetings so that this ordinance is passed upon first reading as an emergency measure on this day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor, City of Corpus Christi Page 3 of 3 Corpus Christi, Texas day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott Joe Adame Mayor, City of Corpus Christi K: \DevelopmentSvcs \SHARED\ZONING CASES \0512 -01 Saratoga Airline, LLC \0512 -01 Ordinance, Saratoga Airline LLC, CG -1 to CN -1, FINAL.docx METES AND BOUNDS DESCRIPTION OF REMAINING PORTION OF LOT 3, BLOCK 14, BRIGHTON VILLAGE UNIT 2 Being 2.00 acres of land, more or less, out of Lot 3, Block 14, Brighton Village Unit 2, as shown in Volume 51, Page 44, Map Records of Nueces County, Texas, and this 2.00 acre tract being more particularly described by metes and bounds as follows: Beginning at the northwest corner of a right -of -way easement described in Document No. 2010030339, Official Public Records of Nueces County, Texas, said corner also being on the north boundary of said Lot 3, the south boundary of Lot 2, Block 14, Brighton Village Unit 2, as shown in Volume 51, Page 44, Map Records of Nueces County, Texas; Thence with the west boundary line of said right -of -way easement, S 02 -23 -51 W, 317.26 feet, to a point for corner of said right -of -way easement, same being a point for corner of this herein described tract; Thence S 47 -53 -54 W, 42.06, feet, with the boundary of said right -of -way easement to a point on the northerly right -of -way of Downing Street, said point being the beginning of a curve to the right; Thence with the northerly right -of -way of Downing Street, and along said curve to the right, having a radius of 516.33 feet, and whose chord bears N 72 -16 -09 W, 211.20 feet, to a point for corner of this herein described tract; Thence with the northerly right -of -way of Downing Street, N 61 -00 -00 W, 83.74 feet, to a found 5/8 inch iron rod with a red cap stamped "Urban Eng. C.C.,Tx." being the west corner of this herein described tract; Thence N 29 -00 -00 E, 364.62 feet, to a found 5/8 inch iron rod with a red cap stamped "Urban Eng. C.C.,Tx." on the north boundary of said Lot 3, the south boundary of said Lot 2, and being the north corner of this herein described tract; EXHIBIT A 1 of 2 Thence with the common boundary of said Lot 3, and Lot 2, S 61 -02 -30 E, 162.42 feet, to the Point of Beginning and containing 2.00 acres of land, more or less. Notes: 1) This metes and bounds description is based on an office survey and does not reflect and on the ground survey. 2) Bearings and distances are based on the recorded plat of Lots 2 and 3, Block 14, Brighton Village Unit 2, as shown in Volume 51, Page 44, Map Records of Nueces County, Texas. 3) Other survey documents used to prepare this metes and bounds description include a 7.5 acre plat, being a portion of Lot 3, Block 14, Brighton Village Unit 2 as prepared by Urban Engineering and stamped on 02/02/2011, a survey of Lot 3, Block 14,'Brighton Village Unit 2 as prepared by Sample Engineering and stamped on 03/20/2008, and a right -of -way easement as described in Document No. 2010030339, Official Public Records of Nueces County, Texas. EXHIBIT A 2 of 2 BASS 2 CN- SUBJECT PROPERTY RS -TIC 0509/2012 Prepared ay: jeremym of Development Services CASE: 0512-0 ? Exhibit B From: "CG -1" General Commercial To: "CN -1" Neighborhood Commercial SUBJECT PROPERTY Ordinance No. AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: June 19, 2012 TO: Ronald L. Olson, City Manager FROM: Fire Chief Robert Rocha rroch a(a� cctexas. com (361) 826-3932 UPDATE TO CITY COUNCIL - Presentation regarding Emergency Operations Center (EOC) readiness to manage a disaster response and recovery. STAFF PRESENTER(S): Name 1. Robert Rocha 2. 3. Title /Position Fire Chief Department Fire Department OUTSIDE PRESENTER(S): Name Title /Position Organization 1. None 2. 3. BACKGROUND : The City's Emergency Operations Center (EOC) is a central location where government can provide inter- agency coordination and executive decision making for managing disaster response and recovery. Different levels of emergency readiness are activated as a potential threat situation develops and becomes imminent. LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation Approvals: Eddie Houlihan, Assistant Director of Management and Budget Troy Riggs, Assistant City Manager City of Corpus Christi Office Emergency Management Emergency Operations Center A central location where government can provide inter -agency coordination and executive decision making for managing disaster response and recovery. Levels of Activation • Level 1 (Monitor) - EOC staff, PIO, Operations Chief, Department staff, as needed. (Flood, severe storms, fire, escalating incident) • Level 2 (Partial) - EOC staff, PIO, Section Chiefs, Limited activation of other EOC staff. Multiple sites, several agencies, Major scheduled event, limited evacuations, resource support required. • Level 3 (Full) - EOC Assigned staff . (Major event, Full Activation (All Agencies) Emergency Readiness Levels • The following readiness levels will be assigned: 4 • The normal operations of government are not affected. • Emergency incidents not related to hurricanes occur and local officials are notified. • One or more departments or agencies respond to handle the incident; an incident command post may be established. • A situation that presents a greater potential threat than level but poses no immediate threat to life and property. • May be appropriate when a tropical weather system has developed that has the potential to impact the local area. • May include regular situation monitoring, a review of plans and resource status, determining staff availability, and placing personnel on-call. 5 Emergency Readiness Levels • A hurricane situation with significant potential and probability of causing loss of life and property. • Will require some degree of warning to the public. • A tropical weather system that may impact the local area within 72 hours. • A situation in which hazardous conditions due to a hurricane are imminent. • Actions are generated by severe weather warning information issued by the NWS combined with factors making the event more imminent. • The evacuation decision period is nearing for an approaching tropical weather system that may impact the local area. Texas Major Hurricane Strikes by Month 4-FiFP_P_T -9Feet 9 13 Feet 13 - 10 Feet 10 - 25 Feet 9-15 Named Storms 4-8 Hurricanes 1 -3 MajorHurricane City of Corpus Christi Office Emergency Management AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: June 15, 2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services danb(a�cctexas.com; 826 -3729 UPDATE TO CITY COUNCIL PACKERY CHANNEL STAFF PRESENTER(S): Name 1. Oscar R. Martinez 2. Wes Pierson 3. Michael Morris 4. Daniel Biles, P.E. OUTSIDE PRESENTER(S): Name 1. None BACKGROUND: Title /Position Assistant City Manager Assistant City Manager Director Director Title /Position Department Public Works /Transportation Business Support Parks & Recreation Engineering Services Organization This is an update on the Packery Channel Six -Pack as requested by City Council. LIST OF SUPPORTING DOCUMENTS: Powerpoint presentation Project update spreadsheet Approvals: Eddie Houlihan, Assistant Director of Management and Budget Oscar R. Martinez, Assistant City Manager Wes Pierson, Assistant City Manager page 1 of 2 Printed on 6/25/2012 PACKERY CHANNEL SIX PACK PROJECT STATUS (AS OF JUNE 2012) Funding Cost This project is complete and included restroom facility construction on Winward .,, # 2 This project provided for construction of i on the north and south Status: Construction 95% complete, ongoing coordination with AEP for electrical service completion ,4 "7:17, 4, iiMarst Status: Planning (FY ` ' side of Packery Channel. North side improvements include seven outlooks, new road to lookout from exi i boat ramp, new parking areas (204 - wide and 24 - eleven-foot wide handicap parking and a twenty-foot walkway along the length of the north side. South side improvements include a ten-foot walkway along the length of the channel This project has been completed and additional funds are to provide for area lighting a with through vudb}\BP. Design and Construction Complete Fall 2012. Area lighting to be installed in FY 2012'2013. Coordination with AEP ongoing. Costs incurred to date are $2,806,200. Additional $80,000 anticipated for lighting in FY 2012' 2013. 5MArafigneitagrareniVMENWPOSWPArtna, This p jcoioonmimimofoonmbuodonofarcmbnomonUenorthmidcofUe Packery Channel and adjacent parking lot. The p ject also includes turn- around and connector to Zahn Road A � Channel with wastewater lift miaionm�dvva�uvv�ur2'inohDxocnuain (approximately imdmo being p|�n d� Design ofLNm project in in ' oonm o on ov//n ' , -',co oivd|| start � � FY |2 |� and construction to follow � FY |� |4 subject ioUe availability of funds. This project inck/dcmmkdrmand}\[)ArmnponUenorthmidbandUmmouthmidb or the channel to provide access from the beach to the restroom, lookouts and parking This project side lots. ''-" m/dc andihc south side of Packery Channel to provide access from the beach to Uercmbnon�m, lookouts and pad�nglots. This jcoivvamdesigned ampmdof the Phase 2 project Dxpadkingandovcdookm. Construction pending final determination of Restroom location (Phase 3), anticipated in FY 12-13 Status: Design Complete (FY ` ' page 1 of 2 Printed on 6/25/2012 r: { T „1 f'-a rtst ” „2r { ?• �r � rst� t ilrr r<r.t :r� � I w,, ,.+ r.r, �%' /1 �J'l:r✓f �J'l /✓f �J'l /.. r,` r �' .,sJ✓ X� ;� ...( ...�r; : l sr frl/ r'r(n (n (n (n (n (n (n (n (n (n (n (( sT,',c ..i ,. ,.::X /�.Xrv. l�rl(/.,f �..,rT ;'�' f .••1,. .,rlti . +;s „r Jr€.� .. .alb .r{ ® / ,i'� rrr� ".9d1� ' � � ✓Y.i/X.l r / a m XI r, P r � 7 s�Jr. t. Is I r X GGGGGGGGGGGGGGGGGGGGGGGGGG��GGGGGG���IX GGGG, G, G, G, G ,G,G,G,G,G,G,G,G,G,G,G,G,G,rr.. f�rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr This project includes the pavilion expansion on the north side restroom. This will allow the deck area around the restroom and some sitting areas for visitors. Design will begin in FY 2013 and construction will follow in FY 2014 dependent upon available funding. lr +X. -`.' .. of �., ., ,, ,. e �.. /r"r` 3;lX ..s /.,:. r. Jl.. rr..✓.' /, .: % �rf r � G .. //i rr yr ;rr% � ._ Z .T” {, /"r, f. /r ✓r 3 r,.r r rr/ r � 11r �r„ .. rr,:G,G,G,G,G,G,G,G,I ,G,G,/Xt�,G,G,� .rr 3pp✓ rrrrrrrrrrrrrrr� Status: Planning (FY '14 - Construction) fhY9 ?r2y�lG t. X :rr .J, rrJ i.I r . ® i;I � I `�,1 r 1 ,lrra p,l� .r' ! i f. 1, i 1.1 . �,.ti ✓ .,rr ... r�s' f ,s,... l r ® x /rrJ l � r r; rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr� This project includes a 30' x 60' maintenance building, a 20' x 20' administration building and a 100' x 1000' parking lot near the entrance to the Packery Channel Lookout Areas just south of Zahn Road. Project initiation schedule pending availability of funds and completion of previous phases. ;� ✓ / r "/� �/... ,/sY. '', rIr ' /,>�I ✓t✓ � �:�% iffs'.' � rrrrrrrrrrrrrrrrr Status: Planning (TBD - Construction) rill'���� TI ftft./: �l?,,fs,'? qqrrF ';={'.Yr :' F . r Zf X79S r, 1,9 , :�l <� '.f .� ,;:. �� 9 :.....,r rv,� r t�1119kc9keF..:. r % ... / �rJ X/ :..r/ Y/ 1: Y / � ,,.,, „I:; %` ✓ / s..s > /:'. ;r er ;;" // s „r .�'/ Y rS',. rm ✓ � & r ,. �B.y. �' . (� � , � �` :. ::>= . ®f/ / � ''(� .�l/;r %� .”. r 1 ✓ri'/r . ✓,Xf "r ` f. Xr�,, ..rr,. � a ® �� T. . y . � ® y, :� Z"P` � �,� �.�-xr: ',rz/ r ^ . ':< ® k .,.. � t � ,; r�.,f ` '" r,.~ . , / p Y ®r ; ., .. fi" r S S f f t ✓ r. ..,, ..,, rr. c. T.. r l :'.. s.. s.. t.:.t.:.x. s.. s.. s.. t...t,.:.t.. s.. s.. t...t.:.x. s.. s.. t...t.:.t,.. s.. s.. s.. t.;.t,.;. .rf ,.. � ,..,,, r,., ,.,X X rs r ✓ rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr ,� ss. .s� s. .s� .:..:.. .:... .:..:.> .:..:.. .:... .:..:.> .:..:., r This project includes parking lots on the beach along the north side and the south side of the channel. Development of this project will be pending USACE and TGLO approval and authorization. Project initiation schedule pending availability of funds and completion of previous phases. s 2J'r t r G X ..:/ f � r.. r, 1Y4 :.�� '� J I J.. /f : , r f .;rr • .,z � .� <: ' .r,,r fi r > , err f�rrrrrrrrrrrrrr� >.,..:..:.> .�.. .:..:.. .:..:.> .:.... ,.,..:..:.. Status: Planning (TBD - Construction) page 2 of 2 Printed on 6/25/2012 Packery Channel Project Updates Council Presentation June 26, 2012 R16 PARK5 ! ECREA.TEDN — . re*., ttvirg' PHASE 7 PHASE 1 rApboolvetaxio PACKERY CliANNEL SIX PACK Minkel MAMMA. ~NMI sormerfflogos rirmAt 0409406,14**Ilit ......0*~$0. 4 OVOKOMit efOrAhli 4.10M0 -*WV_ Matta& tatillAWL .MA2E20 IL MAW MEI Mitilit4411AIRMAIM1111.11MMI INDIRACk KUM. :_xt*O4i.t# ,A044124kftilMifilig. AVALLOON- 40400144604 MAW - MANTERIAW4AL PANNE tralitOilitt MAW P TAME Main CORPUS CHRISTI PARKS& RECREATfON Project list and Budget PHASE 1 - Restroom Facilities at Seawall Parking Lot (Complete) PHASE 2 - Packery Channel Improvements (95% Complete) a) Packery Channel Parking and Overlooks b) Navigational aides -Day markers PHASE 3 - Restroom Facilities at Packery Channel PHASE 4 - ADA Ramps to Jetties PHASE 5 - Northside Pavilion PHASE 6 - Administration & Maintenance Building PHASE 7 - Parking Lot Improvements at Jetty Ramp $540,000 $2,800,000 $ 100,000 $2,066,000 $290,000 $1,050,000 $715,000 $879,000 $8,440,000 CHRIS e RE RATION ARKS& REA.TION LANMON AERIAL PHOTOGRAPHY, INC. (3 61 i 289- 120 #1254-03FLOWN 8-6-12 ALL RIGHTS RESERVED AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: June 19, 2012 TO: Ronald L. Olson, City Manager FROM: Pete Anaya, Director of Planning and Evironmental Services PeteAn @cctexas. corn 361.826 -3781 UPDATE TO CITY COUNCIL Presentation to City Council on FY 2012 -2013 Capital Budget STAFF PRESENTER(S): Name 1. Oscar Martinez 2. 3. BACKGROUND : Title /Position Department ACM,Public Works and Utilities This presentation will focus on the FY 2012 -2013 Capital Budget LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation — FY 2012 -2013 Proposed Capital Budget and Capital Improvement Planning Guide • .• • •• • .• CITY OF CORPUS CHRISTI, TEXAS FY 2012-2013 PROPOSED CAPITAL BUDGET CAPITAL IMPROVEMENT PLANNING GUIDE s Capital Budget Highlights • New for this year, project scopes also reference what, if any, strategic/comprehensive plan to which the project is associated. Information may be located on each individual project page immediately preceding the project description. • Proposed utility rate requests include a 5% increase for residential water (7,000 gals per month) and 0% rate increase for Wastewater and Gas. • For Utility Capital, the "Commercial Paper" program was eliminated and replaced with Revenue Bonds to provide more project structure. • Work continues on the Capital Improvement Program Resolutions approved March 8, 2011 2 Capital Budget Approach •Projects included in the CIP budget are developed using master plans, studies, observation, and staff, council and citizen input. Each department: proposes projects, determines the scope of work to be accomplished, develops estimates and prioritizes their proposals. •Focus on Completion of Bond Projects. • Continue with Broadway Wastewater Treatment Plant work. • Continue pro -active approach for infrastructure replacement. • Focus on Council Directives and Goals. • Securing funding for projects with the least impact on 3 utility rates and taxes. 2013 Funding Sources by Type: $212,844.4 ounts in 000's) Commercial Paper/Revenue Bonds, $127,956.6, 60% Certificates of Obligation, $7,832.0, 4% Operating Transfers/Other, $4,716.9, 2% Bond Issue 2004 Proceeds, $231.1, 0% Bond Issue 2008 Proceeds, $43,560.7, 20% Grant, $10,845.0, 5% Sales Tax Proceeds (4A), $14,039.0, 7% Community Development Block Grants, $356.5, 0% Texas Parks & Wildlife Grant, $2,157.6, 1% Tax Increment Financing District Revenue, $1,149.0, 1% 4 2013 Funding Uses by Program: (Amounts in 000's) Streets, $34,140.6, 16% Public Facilities, $5,631.4, 3% Public Health & Safety, $18,008.1, 9% Parks & Recreation, $12,893.3, 6% Gas, $2,814.8, 1% Storm Water, $39,175.1, 19% 2 2,844.4 Airport, $13,550.0, 6% Wastewater, $58,155.1, 27% Water, $28,476.0, 5 Millions $250 $200 $150 $100 REVENUES BY TYPE (3 Years) $0 FY 2013 Other (TxDOT, TIF#2, Military Rev. Loan, etc.) Certificates of Obligation G. O. Bonds FY 2014 FY 2015 ▪ Grants (FEMA, CDBG, TPW, etc.) Sales Tax Proceeds (4A) ■ Comm. PaperlRev. Bonds 6 PROG EXPENDITU Million (3 Years) $250 --,--- $200 $150 $100 $50 $0 FY 2013 Gas re Public Health & Safety Storm Water FY 2014 - Public Facilities II Parks & Recreation Wastewater FY 2015 • Airport Water Streets 7 Airport Airport Annual CIP: $13,550.0 (Amounts in 000"s) Building/Infrastructure Improvements, $2,015.0, 47% Safety/Airfield Improvements, $11,535.5, 53% 9 Parks &Recreation Packery Channel Improvements, $1,149.0, 9% Parks and Recreation Annual GIP: $12,893.3 (Amounts in 000's) Bond 2008 Park Projects, $7,393.7, 57% Utility Support, $235.6, 2% Sunfish Island Nourishment and Breakwater, $3,300.0, 26% JFK Bo Ramps, $625.0, 5% CDBG Projects, $190.0, 1% 11 Public Facilities Energy Efficiency Retrofits, $4,000.0, 71% Public Facilities Annual CIP: $5,631.4 (Amounts in 000's) Comprehensive Facilities Master Plan, $300.0, 5% Comprehensive Facilities Imps. $1,000.0. 18% American Bank Convention Center & Selena Auditorium $285.0, 5% Greenwood Library, $46.4, 13 Pub c Health & Safety Barge Dock, $8,700.0, 48% Public Health & Safety Annual CIP: $18,008.1 (Amounts in 000's) Citizens Collection Center, Salt Flats Levee, $595.0, 3% $680.0, 4% Seawall Repairs, 1,444.0, 8% Public Safety Warehouse, $1,149.1, 6% Fire Department Improvements, $3,875.0, 22% Cefe Valenzuela Landfill, ElliottLandfill, $345.0, 2% $1,220.0, 7% 15 Streets Utility Support, $31,817.5, 48% Streets Annual CIP: $65,958.1 (Amounts in 000's) Street Lighting, $474.9, 1% Park Road 22 Bridge, $4,491.4, 7% Bayfront, $2,112.2, 3% ADA/Accessibility, $1,758.0, 3% Aquarius Street - Dasmarinas to Commodores, $180.5, 0% Rodd Field/Yorktown, $2,000.0, 3% Yorktown Extension, $3,385.0, 5% Bond 2008 Street Projects, $19,738.6, 30% 17 Gas 18 Gas Annual CI; $2,814.8 (Amounts 000's) Utility Relocation Costs, $346.4, 12% Gas Line Parallel to PI Water Main, $1,500.0, 53% CC Ship Channel Crossing, $379.6, 14% est Side Interior Loop, $288.8, 10% Gas Lifecycle Replacement Program, $300.0, 11% 19 Storm Water Utility Relocations, $18,473.4, 47% Storm Water Annual CIP: $39,175.1 (Amounts in 000's) Area Drainage Improvements, $3,779. 10% Ditch / Channel Improvements, $4,272.3, 11% Oso Tribituary and Basin, $900.0, 2% Outfall Projects to Support Bond 2008, $8,547.6, 22% Other, $3,202.7, 8% 21 Wastewater Wastewater Annual CIP: $58,155.1 (Amounts in 000's) Utility Relocation CostsAllison Plant and Basin Imp., , $6,754.7, 12% $2,443.2, 4% Other, $2,7321, 5% City -Wide Collection System Enhancement, $2,820.0, 5% Life Stations / Force Mains, $3,431.4, 6% Greenwood Plant and Basin Imp, $202.5, 0% Laguna Madre Madre Plant and Basin Imp., $375.0, 1% Oso Plant and Basin Imp, $12,495.4, 21% New Broadway Plant and Basin Imp., $26,601.8, 46% Whitecap Plant and Basin Imp., $299.0, 0% 23 Water ON Stevens Plant Improvements, $7,311.6, 26% Water Annual CIP: $28,476.0 (Amounts in 000's) Utility Relocations, $6,243.0, 22% Other, $699.1. 2% Water upply, $9,495.0, 33% Water Main Repair/Replacement, $4,727.3, 17% 25 Budgeted UtiEity Rates 10 Year Utility Rates by Utility (with 10 Year Cumulative Impact} fansonat ggiticlutowjanowcins* calt20171160.40111til240141400M8*- Itint2022 Average ICL Residential Water Bill Increase (water rate classes on following page) Wastewater Gas 1 50% 3,1.3564%% -.°576:60 -13'81Y° -11:9-Om°4% i 28% 1.9% t8% 1.4% O ,00%1 8.1% 808% 87% 888% 442% O .005'iol 0.00% 0-001V* Z50% 3.1O% 3.,20% 29O% 255% 290% tov79 Note: Rate impacts on the various water rate classes is shown on the following page. 27 10 Year rater Rates by Class (with 10 Year Cumulative Impact) ,k*NWIVVIVtitltnlfplt6 4151W44.ea*..o.- aniglatteataN. *w,:**v•iae,ta-gaw 4,01,, OCOTOV, INSIDE -CITY Residential 2,000 galsimo 3,000 gals/mo 5,000 gals/mo 7,000 gaIsimo COMMUNITY AVG 10,000 gals/mo 15,000 gals/mo 20,000 gals/mo 30,000 gals/mo 50,000 gals/mo Commercial 10,000 gals/mo 25,000 gals/mo 50,000 gals/mo 100,000 gals/mo 500,000 gals/mo Large Volume 15,000,000 gals/mo 25,000,000 gals/mo Average ICL Lv 100,000,000 gals/mo OUTSIDE -CITY Large Volume 15,000,000 gals/mo 25,000,000 gals/mo 100,000,000 gals/mo Wholesale SPMWD 1,000,000 gals/mo STWA 1,000,000 gals/mo NCWCID #4 1,000,000 gals/mo 1.5% 3.8% 5.0%1 6.0% 6.9% 7.5% 8.0% 8.5% -0.1% 0.1% 0.9% 0.0% -1.6% -0.5% -0.2% -0.6% --1„.0/ 00 0/ 2.6% 1.3% 1.4% 0.9% -0.2% -0.1% -0.4% -0.7% 1 4.7% 2.4% 1.7% 1.5% 0.9% 0.2% -0.5% -0.8% -1.0% 5.8% 2.8% 1.9% . 1.4% 0.4% -0.6% -0.8% -1.0% 6.6% 3.2% 2.0% 2,0% 1.9% 0.5% -0.6% -0.8% 1.0% 0.6% -0.6% -0.8% 0.9%- 7.8% 3.7% 2.0% 7.3% 3.5% 2.0% 2.2% 2.3% 2.3% 2.6% 0.7% -0.6% -0.7% -0.8% 8.1% 3.8% 2.0% 2.4% 2,8% 0.8% -0.6% -0.7% -0.8% 8.5% 4.0% 2.0% 2.4% 3.1% 0.9% -0.6% -0.7% -0.7% 5.6% 6.4% 3.1% 1.9% 1.9% 2.0% 0.5% -0.6% -0.7% -0.9% 6.8% 7.5% 3.6% 2.1% 2.2% 2.4% 0.7% -0.6% -0.8% -0.9% 7.1% 7.8% 3.7% 2.1% 2.3% 2.5% 0.7% -0.6% -0.8% -0.9% 7.2% 7.9% 3.7'% 2.1% 2.3% 2.6% 0.7% -0.6% -0.8% -0.9% 7.5% 8.1% 3.8% 2.1% 2.4% 2.7% 0.7% -0.6% -0.8% -0.9% -2.5% 1.2% 0.5% 1.8% 0.8% -1.9% -0.7% -0.3% -1_1% -1.7% -3.3% 2.5% 0.9% 2.3% 1,5% -1.5% -0.8% -0.3% -1.4% -1.8% -4.5% 4.5% 1.6% 3.0% 2.4% -1.0% 3.7% 0.9% 3.6% 2.3% -2.5% 1.2% 0.5% 1.8% 0.8% -1.9% -0.7% -0.3% -1.1% 1.7% -3.3% 2.5% 0.9% 2.3% 1.5% -1.5% -0.8% -0.3% -1.4% -1.8% -4.5% 4.5% 1.6% 3.0% 24% -1.0% 3.7% 0.9% 3.6% 2.3% -4.0% 2.5% 1.7% 7.0% 3.8% -2.6% -0.8% 1.2% -0.1% -2.7% -4.0% 2.5% 1,7% 7.0% 3.8% -2.6% -0.8% 1.2% -0.1% -2.6% -4.9% 5.2% 1.8% 3.3% 2.8% -0.8% -0.8% -0.2% -1.9% -2.1% 28 Remaining Events/Act ons Tuesday, June 19, 2012 Presentation to Council on Planning Process Wednesday, June 2012 Planning commission meeting - Document Overview, Public Hearing & Recommendations Tuesday, June 26, 2012 Council Capital Budget Presentation Tuesday, July 10, 2012 Regular City Council Meeting - Public Hearing, Council Discussion Tuesday, July 17, 2012 Regular City Council Meeting - Council Discussion/1St Reading & Approval Tuesday, July 24, 2012 Regular City Council Meeting - Council Discussion & Approval 29 AGENDA MEMORANDUM for the City Council Meeting of June 26, 2012 DATE: June 20, 2012 FROM: Ron Olson, City Manager RonO @cctexas. corn (361) 826 -3220 UPDATE TO CITY COUNCIL Proposed FY 2012 -2013 Operating Budget — Enterprise Funds and Debt Service Funds STAFF PRESENTER(S): Name 1. Ron Olson 2. Oscar Martinez BACKGROUND Title /Position City Manager ACM, Public Works and Utilities Department This presentation will focus on the Enterprise Funds and Debt Service Funds portions of the proposed FY 2012 -2013 Operating Budget. LIST OF SUPPORTING DOCUMENTS: PowerPoint