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HomeMy WebLinkAboutAgenda Packet City Council - 11/12/2013 Corpus Christi 1201 Leopard Street d 7s ° p Corpus Christi,TX 78401 . f j tI „N cctexas.com V �y� J 41 u ply � xF Meeting Agenda - Final olltukllffl ""o City Council Tuesday, November 12, 2013 11:30 AM 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 12:00 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 Nelda Martinez to call the meeting to order. B. Invocation to be given by Priest M S Chandrasekhar, Sri Venkateswara Temple 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. 13-001053 Proclamation declaring November 20, 2013 as the "16th Annual Worldwide GIS Day of the Coastal Bend 2013 - Discovering the World Through GIS' F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. 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. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: a. City Performance Report- Solid Waste Services Corpus Christi Page 1 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 H. EXECUTIVE SESSION: (ITEM 2) 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 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. 2. 13-001049 Executive session pursuant to Section 551.071(1)(A) of the Texas Government Code to consult with attorneys regarding Cause No. 13-10-00272-CV, styled Michele L. Cantu, individually and as next friend of Shantel Alaniz and Isaiah Vasquez, minor children v. City of Corpus Christi, Cause No. 2012CCv-60497-4, for discussion and possible action in open session I. MINUTES: 3. 13-001051 Regular Meeting of October 29, 2013 and Special Meeting of October 31, 2013 Attachments: Minutes-October 29, 2013 Minutes-October 31, 2013 J. BOARDS &COMMITTEE APPOINTMENTS: 4. 13-001052 Committee for Persons with Disabilities Library Board Parking Advisory Committee Retired and Senior Volunteer Program Advisory Committee Attachments: 11-12-13 final K. 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. L. CONSENT AGENDA: (ITEMS 5 - 12) 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. Corpus Christi Page 2 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 5. 13-000976 Lease purchase of eight (8) CNG freightliner trucks with trash bodies for brush collection Motion approving the lease-purchase of eight (8) Freightliner trucks with trash bodies from Freightliner of Houston, Houston, Texas for a total amount of$1,573,114.00. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). Funding is available from the city's lease-purchase financing contractor. Attachments: Agenda Memo- Freightliner Trucks with Trash Bodies.pdf Price Sheet- Freightliner Trucks with Trash Bodies.pdf 6. 13-000977 Lease purchase of six (6) CNG Peterbilt trucks with automated side loaders for refuse collection Motion approving the lease-purchase of six (6) Peterbilt trucks with automated side loaders from Rush Truck Centers of Texas, L.P., Houston, Texas for a total amount of $1,897,112.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease-purchase financing contractor. Attachments: Agenda Memo- Peterbilt Trucks with Automated Side Loaders.pdf Price Sheet- Peterbilt Trucks with Automated Side Loaders.pdf 7. 13-000975 Supply agreement for water meters and registers Motion approving a supply agreement with Neptune Technology Group, Inc., Tallassee, Alabama for water meters and registers for a total estimated expenditure of$635,968.48. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). The term of the agreement shall be for nine (9) months. Funds have been budgeted by the Water Department in FY 2013 - 2014. Attachments: Agenda Memo-Water Meters and Registers.pdf Price Sheet-Water Meters and Registers.pdf 8. 13-000967 Engineering monitoring contract-for salinity and freshwater inflow monitoring Rincon Bayou Diversion - Nueces Bay System Motion authorizing the City Manager, or designee, to execute a Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of$94,605.00 for Rincon Bayou Diversion - Nueces Bay System Salinity and Freshwater Inflow Monitoring 2013-2014. Corpus Christi Page 3 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 Attachments: Agenda Memo- Salinity Monitoring Project Budget-Salinity Monitoring.pdf Location Map-Salinity Monitoring.pdf Contract-Salinity Monitoring Presentation-Salinity Monitoring 9. 13-000968 Engineering monitoring contract-for Nueces River water quality, Oso Creek water level and City of Corpus Christi meteorological monitoring Motion authorizing the City Manager, or designee, to execute Amendment No. 3 to the Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of$93,381.00, for a total restated fee of$456,642.00 for Nueces River Water Quality, Oso Creek Water Level & City of Corpus Christi Meteorological Monitoring 2013. Attachments: Agenda Memo-Water Quality Monitoring Project Budget-Water Quality Monitoring Location Map-Water Quality Monitoring Contract-Water Quality Monitoring Presentation-Water Quality Monitroing 10. 13-000974 Second Reading Ordinance - Designating the City as designated caretaker of impounded animals (1st Reading 10129113) Ordinance amending section 6-1(a) "definitions" by adding the definition of designated caretaker; amending section 6-103(g)(1) "Dispositions of animals" of the Corpus Christi Code by designating the City as designated caretaker of impounded animals; providing an effective date; providing for severance; and providing for publication. Attachments: Agenda Memo- Designated caretaker agenda 10.29.2013 Ordinance- Designated Caretaker- Police 2013 11. 13-000978 Second Reading Ordinance - Accepting and appropriating State grant funds for Women, Infants and Children grant (WIC) (1st Reading 10129113) Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $447,758.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program; and to ratify acceptance of the grant to begin as of October 1, 2013 Corpus Christi Page 4 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 Attachments: Agenda Memo-2014 WI C.pdf Contract-2014 WIC.pdf Ordinance-WIC.pdf 12. 13-000962 Second Reading Ordinance -Appropriating funds to reimburse the developer for the construction of a wastewater lift station (1st Reading 10/29/13) Ordinance appropriating $411,387.25 from the No. 4220 Sanitary Sewer Trunk System Trust Fund to reimburse Forestar (USA) Real Estate Group, Inc., ("Developer") for the construction of Tortuga Dunes/Zahn Road/Packery Channel wastewater lift station and force main improvements in accordance with the approved reimbursement agreement executed with the Developer. Attachments: Agenda Memo-Tortuga Dunes,Appropriation Ordinance- Forestar, Appropriation Historical Agreement-2009-126, Construction and Reimbursement Agreement M. PUBLIC HEARINGS: (ITEM 15) 13. 13-000969 Public Hearing and First Reading Ordinance -Rezoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District, on property located at 7546 Slough Road. Case No. 1013-01 Braselton Homes - Shoreline Oaks, Ltd.: A rezoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District, not resulting in a change to the Future Land Use Plan. The property is described as being a 4.73-acre tract of land out of Lot 29, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, located north of Slough Road and at the east end of Russ Lane. Planning Commission and Staff Recommendation (October 23, 2013): Approval of the rezoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Braselton Homes - Shoreline Oaks, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to a 4.73-acre tract of land out of Lot 29, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Corpus Christi Page 5 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 Attachments: Agenda Memo- Braselton Homes, 7546 Slough Rd Map-Aerial Overview, Braselton Homes, 7546 Slough Rd Zoning Report-Braselton Homes, 7546 Slough Rd Ordinance- Braselton Homes, 7546 Slough Rd 14. 13-000996 Public Hearing and First Reading Ordinance -Rezoning from the "RS-6" Single-Family 6 District to the "CC" Commercial Compatible District, on property located at 6921 and 7522 Weber Road and along the east side of the Oso Creek. Case No. 0713-02 City of Corpus Christi: A rezoning from the "RS-6" Single-Family 6 District to the "CC Commercial Compatible District on property described as being an approximately 82-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, located on the south side of Weber Road and on the east and west sides of Yorktown Boulevard. Planning Commission and Staff Recommendation (September 25, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CC Commercial Compatible District. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon initiation by the City of Corpus Christi, Texas, by changing the UDC Zoning Map in reference an approximately 82-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, from the "RS-6" Single-Family 6 District to the "CC Commercial Compatible District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo-City of CC, 6921 &7522 Weber Rd Map-Aerial Overview, City of CC, 6921 &7522 Weber Rd Zoning Report-City of CC, 6921 &7522 Weber Rd Ordinance-City of CC, 6921 &7522 Weber Rd 15. 13-000997 Public Hearing and First Reading Ordinance -Rezoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District, on property located at 6921 and 7539 Weber Road and 7030, 7033, 7057, 7058, 7110, and 7130 Brezina Road. Case No. 0713-03 City of Corpus Christi: A rezoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District on property described as being an approximately 102.287-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, and Lots 2, 4-A and 5, Block 2, and Lot 2, Block 1, Brezina Farm Tracts, located between Bratton and Weber Roads, and Corpus Christi Page 6 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 east and west of Bratton Road. Planning Commission and Staff Recommendation (October 9, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CC Commercial Compatible District. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon initiation by the City of Corpus Christi, Texas, by changing the UDC Zoning Map in reference an approximately 102.287-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, and Lots 2, 4-A and 5, Block 2, and Lot 2, Block 1, Brezina Farm Tracts, from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo-City of CC, Weber&Brezina Rds Map-Aerial Overview, City of CC, Weber&Brezina Rds Zoning Report-City of CC, Weber&Brezina Rds Ordinance-City of CC, Weber&Brezina Rds N. REGULAR AGENDA: (ITEM 16) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 16. 13-001030 Approving the Staples Street station or terminal complex under the Texas Transportation Code Resolution Approving the Staples Street Station of the Corpus Christi Regional Transportation Authority as a Station or Terminal Complex under the provisions of Chapter 451 of the Texas Transportation Code. Attachments: Agenda Memo- RTA Resolution Resolution - RTA O. FIRST READING ORDINANCES: (ITEMS 17 -24) 17. 13-001001 First Reading Ordinance -Appropriating funds for one time expenditures for Police Department Ordinance appropriating $678,805 from the unreserved fund balance in No. 9010 Crime Control District Fund for"one-time" expenditures in the FY 2013-2014 operating budget, and changing the FY 2013-2014 operating budget adopted by Ordinance No. 029915 by increasing appropriations by $678,805. Corpus Christi Page 7 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 Attachments: Agenda Memo-Crime Control appropriation 11.12.2013 Ordinance-Crime Control Appropriation-2013-Police 18. 13-001045 First Reading Ordinance - Extending lease agreement for Juvenile Assessment Center at Wilson Plaza Ordinance to authorize City Manager, or designee, to execute a 24 month lease extension agreement, with Wilson Plaza Associates LP, for first floor, suite #105, approximately 4,802 square feet of the Wilson Building, 601 Carancahua/615 Leopard, for$4,882 monthly rental payment. Attachments: Agenda Memo-JAC Building Lease renewal Ordinance-JAC Building lease renewal Lease-JAC Building lease renewal COF-JAC Building Lease renewal 19. 13-001003 First Reading Ordinance - Renewal of lease agreement for Dick Runyan Field at Price Park Ordinance authorizing the City Manager or designee to execute a one year lease agreement with Incarnate Word Academy for the use of Dick Runyan Field at Price Park Attachments: Agenda Memo-IWA lease Dick Runyan field Ordinance-IWA Dick Runyan field Lease- IWA Dick Runyan field 20. 13-001007 First Reading Ordinance - Interlocal agreement for North Beach nourishment project Ordinance to authorize the City Manager or designee to execute contract documents with Texas General Land Office for the North Beach Nourishment project, with cost sharing of$75,000 by City of Corpus Christi and $225,000 Coastal Erosion Planning and Response Act (CEPRA) funds. Attachments: Agenda Memo-CEPRA North Beach Nourishmnet Ordinance-CEPRA North Beach Nourishment Protect Agreement-GLO Interlocal Project Cooperation Agreement CEPRA 7 Special Document-GLO Special Document CEPRA Project 1569 21. 13-000979 First Reading Ordinance -Approving reimbursement agreement and appropriation for construction of wastewater collection line at the south side of Interstate 37, east of Suntide Road, and west of Hunter Road Ordinance authorizing execution of a wastewater collection line extension construction and reimbursement agreement ("Agreement") Corpus Christi Page 8 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 with Embree Asset Group, Inc., ("Developer"), for the construction of a wastewater collection line and appropriating $11,519.40 from the No. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse the developer in accordance with the agreement. Attachments: Agenda Memo-Suntide Industrial, Construction and Reimbursement Agreemer Location Map-Suntide Industrial, Construction and Reimbursement Agreement Ordinance-Suntide Industrial, Construction and Reimbursement Agreement Agreement-Suntide Industrial, Construction and Reimbursement Agreement 22. 13-001034 First Reading Ordinance -Amending the Code of Ordinances to refine street maintenance fee payment and appeals process; and modify the street maintenance fee trip factor index for certain Institute of Traffic Engineers (ITE) Codes Ordinance amending the Street Maintenance Fee Payment and Appeals Process adopted by Ordinance No. 029900 on July 16, 2013; amending Exhibit "A" of Ordinance No. 029877 adopted on June 25, 2013 to modify, for consistency purposes, certain Institute of Transportation Engineers (ITE) Codes; and amending Article XX of Chapter 55 of the Code of Ordinances to codify the modified Trip Factor Index. Attachments: Agenda Memo-Ordinance Amending Code of Ordinances(11-12-13) Ordinance- Amending 029900 and 029877 CH 55 of the Code Attachment 1 - Exhibit A SMF Payment and Appeals Process Attachment 2- Exhibit A Trip Factor Index Attachment 3- Red-lined Payment and Appeals Process COF-Ordinance amending appeals process(11-12-13) 23. 13-000810 First Reading Ordinance -Lease Agreement with Atlantic Aviation for operation of Fixed Base Operator Lease on the west side of the airfield at the Corpus Christi International Airport Ordinance authorizing the City Manager, or designee, to execute an Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") with Mercury Air Center- Corpus Christi, Inc., dba Atlantic Aviation ("Atlantic") for the operation of a commercial hangar and fixed base aviation operation on the west side of the airfield at the Corpus Christi International Airport ("Airport"), in consideration of annual rental fee paid by Atlantic to the City at fair market value based on the current professional property and land appraisal, for a term of five (5) years. Attachments: Agenda Memo-Atlantic Ordinance-Atlantic 8-23-13.pdf Atlantic FBO Lease 24. 13-001008 First Reading Ordinance -Accepting and appropriating a Federal grant for carrying out provisions of the Fair Housing Act Corpus Christi Page 9 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant with U.S. Department of Housing and Urban Development; appropriating $64,450 in the No. 1071 Community Enrichment Grants fund for Fair Housing Assistance programs. Attachments: Agenda Memo-Approp of FHAP Partnership Funds Ordinance-appropriating US HUD funds for Human Relations department 1021 Award Ltr- FHAP Partnership Funds Apri12013 Amended Coop Agmt-for FHAP Partnership Award March2012 P. FUTURE AGENDA ITEMS: (ITEMS 25 -27) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 25. 13-001039 Purchase of one pickup truck for beach use, one CNG pickup truck for litter enforcement, and two CNG pickup trucks for the Strike Force Motion approving the purchase of four (4) pickup trucks from Philpott Motors, Nederland, Texas for a total amount of$129,928.23. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available in the Park & Recreation operations budget. Attachments: Agenda Memo- Purchase of Pickup Trucks Price Sheet- Purchase of Pickup Trucks 26. 13-000938 Construction contract for adjustments to water lines and valves for State Highway 286 Motion authorizing the City Manager, or designee, to execute a construction contract with Jhabores Construction Company, Inc. of Corpus Christi, Texas in the amount of$257,871 for State Highway (SH) 286 Water Line and Valve Adjustment project for the base bid. Attachments: Agenda Memo-SH 286 Water Lines and Valves Adjusts Project Budget-SH 286 Water Lines and Valves Adjusts.pdf Location Map-SH 286 Water Lines and Valves Adjusts.pdf 27. 13-001032 Reimbursement resolution for Mary Rhodes Pipeline, Phase 2 Resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to constructing various City improvements from the proceeds of tax-exempt obligations to be issued by the City for authorized purposes; authorizing other matters incident and related thereto; and providing an effective date. Corpus Christi Page 10 Printed on 211712014 City Council Meeting Agenda-Final November 12,2013 Attachments: Agenda Memo-for Reimb Resol for Mary Rhodes Phase 2.pdf Resolution -Corpus Christi Reimb Reso 2013.pdf Q. BRIEFINGS TO CITY COUNCIL: (NONE) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. R. ADJOURNMENT Corpus Christi Page 11 Printed on 211712014 Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday, October 29,2013 11:30 AM 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. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order. B. Invocation to be given by Pastor Rod Young, Church of Hope Pastor Rod Young gave the invocation. C. Pledge of Allegiance to the Flag of the United States. Ms. Esther Velazquez,Assistant to the City Manager gave the Pledge of Allegiance. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. Assistant City Secretary Rebecca Huerta called the roll and stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. *Note: Councilmember Magill arrived at 11:43 a.m. Charter Officers: Assistant City Manager Margie Rose, Interim City Attorney Lisa Aguilar,and Assistant City Secretary Rebecca Huerta Present: 9- Council Member Kelley Allen,Council Member Priscilla Leal,Council Member David Loeb,Mayor Nelda Marti nez,Council Member Mark Scott,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas, and Council Member Rudy Garza E. Proclamations /Commendations 1. Proclamation declaring November 4 - 8, 2013 as "Municipal Courts Week" Proclamation declaring November 2013 as "Pulmonary Hypertension Awareness Month" Certificate of Commendation Presentation to the Waldron Road Baptist Church Corpus Christi Page 1 Printed on 111712013 City Council Meeting Minutes October 29, 2013 Mayor Martinez presented the Proclamations and Commendation. Mayor Martinez also conducted the swearing-in ceremony for newly appointed Board, Commission and Committee members. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: Mayor Martinez deviated from the agenda and referred to City Manager's Comments.Assistant City Manager Margie Rose reported on the following issues: 1) Deputy Director of Water Operations Brian Butscher provided a brief update on water releases,the elevation of lake levels,and water projections over a two year period.2)George Evans Elementary School will be visiting City Hall for their Annual Halloween Walk at 9:00 a.m.on October 31, 2013. I. MINUTES: 3. Regular Meeting of October 22, 2013 A motion was made by Council Member Garza,seconded by Council Member McIntyre that the Minutes be passed.The motion carried by a unanimous vote. J. BOARDS &COMMITTEE APPOINTMENTS: None. K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 4 - 19) Approval of the Consent Agenda Mayor Martinez called for the consent agenda. Mayor Martinez asked for comments from the public and the following citizen spoke:Johnny French spoke regarding Item 13 on the day's agenda related to the revised project and financing plan for Reinvestment Zone Number Two and the Packery Channel projects.There were no comments from the Council. The consent agenda was passed on one vote as follows: Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 4. Purchase of specialized equipment for emergency response capabilities Motion authorizing the purchase of specialized equipment for a total amount of$76,864.19 utilizing funds from the 2011 Homeland Security Grant awarded to the City of Corpus Christi and budgeted in the Fire Grant Fund 1062. This Motion was passed on the Consent Agenda. Corpus Christi Page 2 Printed on 111712013 City Council Meeting Minutes October 29, 2013 Enactment No: M2013-163 5. Contract for Vital Statistics Unit grant for administration of duties A motion authorizing the City Manager or his designee to execute a contract with the Department of State Health Services for the administration of duties performed by the Vital Statistics Unit of the Health Department and for the payment of record fees in the amount of$1.83 per printed record due to the State; and to ratify acceptance of the contract to begin as of September 1, 2013. This Motion was passed on the Consent Agenda. Enactment No: M2013-164 6. Second Reading Ordinance -Accepting and appropriating funds for the Violence Against Women (VAWA) grant(1st Reading 10122113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$43,823.74 for Year 14 of the Violence Against Women (VAWA) Program within the Police Department with a City match of$16,573.28 and an in-kind match of $8,928 from the No. 1020 Police General Fund; appropriating the $43,823.74 in the No. 1061 Police Grants Fund for the VAWA grant in the Police Department; and authorizing the transfer of$16,573.28 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $69,325.02. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029986 7. Second Reading Ordinance -Accepting and appropriating Federal grant for the FY 2013 Port Security Grant Program (1 st Reading 10122113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of$66,191 from the U.S. Department of Homeland Security FEMA for funding eligible under the FY 2013 Port Security Grant Program to purchase law enforcement equipment for the Police Department, with a City match of$22,064 for a total project cost of$88,255; and appropriating the $66,191 in the No. 1061 Police Grants Fund. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029987 Corpus Christi Page 3 Printed on 111712013 City Council Meeting Minutes October 29, 2013 8. Second Reading Ordinance -Accepting and appropriating State grant increase to the State Homeland Security Grant Program (SHSP) (1st Reading 10/22/13) Ordinance authorizing the Mayor or designee to execute all documents necessary to accept a grant adjustment from the Texas Department of Public Safety/Texas Homeland Security State Administrative Agency (TXHLS-SAA) to increase the amount from $45,221.80 to $60,678.80 for FY 2012 Homeland Security Grant Program (HSGP), State Homeland Security Program (SHSP); and appropriating $15,457.00 from the Texas Department of Public Safety/Texas Homeland Security State Administrative Agency (TXHLS-SAA), FY 2012 Homeland Security Grant Program (HSGP), State Homeland Security Program (SHSP), into the No. 1062 Fire Grants Fund to carry out homeland security projects that will significantly improve local and regional terrorism prevention, preparedness, response, and recovery capabilities. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029988 9. Second Reading Ordinance -Accepting and appropriating the FY 13-14 Senior Companion Program (SCP) grant (1st Reading 10/22/13) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a $264,007 grant awarded by the Corporation for National and Community Service; appropriating the $264,007 grant in the No. 1067 Parks and Recreation Grants Fund; transferring $76,903 from the No. 1020 General Fund to the No. 1067 Parks and Recreation Grant Fund as City matching funds for the Senior Companion Program and appropriating the $76,903 in the No. 1067 Parks and Recreation Grant Fund. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029989 10. Second Reading Ordinance -Accepting and appropriating a local grant for the Senior Companion Program (1st Reading 10/22/13) Ordinance authorizing the City Manager, or designee, to execute all documents necessary to accept and appropriate a grant in the amount of$10,000 from Mirador- to be used for stipends, mileage, meals and recognition of volunteers of the Corpus Christi Senior Companion Program. This Ordinance was passed on second reading on the Consent Agenda. Corpus Christi Page 4 Printed on 111712013 City Council Meeting Minutes October 29, 2013 Enactment No: 029990 11. Second Reading Ordinance -Accepting and appropriating a Federal grant for the Retired Senior Volunteer Program (RSVP) (1st Reading 10122113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a $46,934 grant awarded by the Corporation for National and Community Service for the Retired Senior Volunteer Program; appropriating the $46,934 grant in the No. 1067 Parks and Recreation Grants Fund; transferring $79,173 from the No. 1020 General Fund to the No. 1067 Parks and Recreation Grant Fund as City matching funds for the Retired Senior Volunteer program and appropriating the $79,173 in the No. 1067 Parks and Recreation Grant Fund. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029991 12. Second Reading Ordinance -Amending the Code of Ordinances to establish a formal memorial bench and tree program (1st Reading 10122113) Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 36 regarding memorial tree and park bench program; providing for severance; and providing for publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029992 13. Second Reading Ordinance -Adopting amendment to the revised project and financing plans for Reinvestment Zone Number Two; amending budget; appropriating funds for current year in Packery Channel Improvement Program (CIP)fund; approving contract for continued Packery Channel monitoring (1st Reading 10122113) Ordinance approving and adopting an amendment to the Revised Project and Financing Plans for Reinvestment Zone Number Two, City of Corpus Christi, dated September 29, 2009, as recommended by the Island Strategic Action Committee, the Board of Directors North Padre Island Development Corporation, and the Reinvestment Zone #2 Board of Directors; approving and adopting the Reinvestment Zone Number Two, City of Corpus Christi FY 2013-2014 Budget as recommended by the Island Strategic Action Committee, the Board of Directors North Padre Island Development Corporation, and the Reinvestment Zone #2 Board of Directors; appropriating and transferring $510,000 from the Unreserved Fund Balance in Fund Corpus Christi Page 5 Printed on 111712013 City Council Meeting Minutes October 29, 2013 1111 Reinvestment Zone #2 to and appropriating in the No. 3278 Packery Channel Projects TIF #2 fund for the approved Fiscal Year 2014 projects; Changing the FY 2014 Operating Budget adopted by Ordinance No. 029915 to increase expenditures by $510,000; and authorizing the City Manager, or his designee, to execute Amendment No. 8 to the contract between the City and Texas A & M University-Corpus Christi in the amount of$349,755 for a restated fee not to exceed $1,897,783 for Packery Channel Monitoring Fiscal Year 2013-2014. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029993 14. Second Reading Ordinance -Construction contract for Oso Bay Area Park Development, Phase 2 (BOND 2008) (1st Reading 10/22/13) Ordinance amending the FY 2014 Capital Improvement Budget adopted by Ordinance No. 029916, to include $450,000 from Fund 4720 Community Enrichment Fund; transferring $196,265 from Fund 3480 Storm Water CIP Fund Reserves, $288,210 from Fund 4088 Water CIP Revenue Bond Fund Reserves, $319,740 from Fund 4510 Wastewater Capital Reserves, and $289,895 from Fund 3544 Street 2007A Cl P Fund Reserves to the Oso Creek/ Oso Bay Area Park Development Project (Bond 2008); increasing expenditures in the amount of$1,544,110; and authorizing the City Manager, or his designee, to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of$4,215,816.00 for the Oso Bay Area Park Development, Phase 2 project for the Base Bid only. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029994 15. Second Reading Ordinance - Lease agreement for farm and grazing airport acreage (1st Reading 10/22/13) Ordinance authorizing the City Manager, or designee, to execute a Farm and Grazing Lease Agreement with James P. Kelly to farm and graze approximately 28.28 acres of farm land located at the Corpus Christi International Airport, in consideration of an annual payment to the City of$15 per leased acre for a term of five 5 years. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029995 16. Second Reading Ordinance - Agreement and appropriation of funds for disposal of brush, bulky items, and construction and Corpus Christi Page 6 Printed on 111712013 City Council Meeting Minutes October 29, 2013 demolition materials (1st Reading 10/22/13) Ordinance authorizing the City Manager, or designee, to execute an Agreement for the disposal of brush, bulky items, and construction and demolition materials with MSW Corpus Christi Landfill Ltd., a Texas limited partnership, and Gulley-Hurst LLC, a Texas limited liability company; appropriating $150,000 of anticipated revenue in the No. 1020 General Fund and changing the FY 2013-2014, Operating Budget adopted by Ordinance 029915 by increasing Revenues and Expenditures by $150,000.00 each. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029996 17. Second Reading Ordinance -Service agreement and appropriation of funds for a route optimization program for Solid Waste Services (1st Reading 10/22/13) Ordinance appropriating $335,196 from the unappropriated fund balance in the No. 1020 General Fund into the Operating Budget of the Solid Waste Department in the 1020 General Fund for the purchase of a Route Optimization Program for Refuse and Recycling Collection; changing the FY 2013-2014 Operating Budget adopted by Ordinance 029915 by increasing appropriations by $335,196 in the No, 1020 General Fund; and awarding a service agreement to provide software, hardware and installation of a route optimization program with WM Logistics LLC, Magnolia, Texas, in accordance with Bid Invitation No. BI-0156-13, based on most advantageous proposal, for a total amount of$335,196. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029997 18. Second Reading Ordinance - Hotel Occupancy Tax funds for convention center capital/maintenance (1st Reading 10/22/13) Ordinance appropriating $1,591,601.36 from reserved fund balance in the No. 1030 Hotel Occupancy Tax Fund for Convention Center Capital/Maintenance at the American Bank Center; changing the FY 2013-2014 Operating Budget adopted by Ordinance No. 029915 by increasing expenditures by $1,591,601.36. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029998 19. Second Reading Ordinance - Ratifying the acceptance of and appropriating State grant; execution of contract for early childhood literacy programs (1st Reading 10/22/13) Corpus Christi Page 7 Printed on 111712013 City Council Meeting Minutes October 29, 2013 Ordinance ratifying the acceptance of a $7,525 grant from the Texas State Library and Archives Commission (TSLAC) and execution of the contract and all related documents with TSLAC to participate in the Impact Grant Program for the period of September 1 , 2013 through August 31, 2014; and appropriating $7,525 from the TSLAC in the Library Grants Fund No. 1068 to continue the TSLAC Impact Grant Program through the period of September 1 , 2013 through August 31, 2014. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029999 F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. 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. 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. Mayor Martinez deviated from the agenda and called for comments from the public. Brian Watson spoke regarding the long term water situation in Texas. M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (ITEM 20) 20. Resolution amending council policy number nine Resolution amending Council Policy No. 9, entitled Community Development Block Grant and HOME Programs by revising the Corpus Christi Page 8 Printed on 111712013 City Council Meeting Minutes October 29, 2013 language regarding the CDBG acronym, the language of sections e. and f. and by adding a section g.; and reaffirming the objectives and guidelines of the policy. Mayor Martinez deviated from the agenda and referred to Item 20. Director of Neighborhood Services Eddie Ortega stated that he presented this item at last week's meeting for the purpose of amending Council Policy No.9. In response to a Council Member, Mr. Ortega reported that staff has not requested funding for CDBG eligible areas for streets.There were no comments from the public. This Resolution was passed and approved with the following vote: Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 Enactment No: 030000 H. EXECUTIVE SESSION: (ITEM 2) Mayor Martinez deviated from the agenda and referred to the day's executive session.The Council went into executive session. 2. Executive Session pursuant to Texas Government Code Section 551.074 Personnel Matters to deliberate the appointment of the City Secretary with possible discussion and action in open session. The Council returned from executive session. Mayor Martinez stated that the following motion was discussed in e-session for Council consideration: Motion to invite the following finalists to interviews scheduled on Thursday, October 31, 2013 beginning at 10:00 a.m.: Deborah Balli,Sandra Hernandez, Rebecca Huerta, Diana Rosas,and Annette Villarreal. Council Member Scott made a motion to approve the motion as presented, seconded by Council Member Loeb and passed. Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 Enactment No: M2013-162 O. FIRST READING ORDINANCES: (ITEMS 21 -23) 21. First Reading Ordinance - Designating the City as designated caretaker of impounded animals Ordinance amending section 6-1(a) "definitions" by adding the definition of designated caretaker; amending section 6-103(g)(1) "Dispositions of animals" of the Corpus Christi Code by designating the City as designated caretaker of impounded animals; providing an Corpus Christi Page 9 Printed on 111712013 City Council Meeting Minutes October 29, 2013 effective date; providing for severance; and providing for publication. Mayor Martinez referred to Item 21. Police Chief Floyd Simpson stated that the purpose of this item is to amend Section 6-1(a) by adding the definition designating Animal Control as a designated caretaker for the animals. Mayor Martinez called for comments from the public and there were none. Council members asked questions regarding the following issues:whether the ordinance language addressed the criteria established by state law and training for vaccinating animals.This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 22. First Reading Ordinance - Accepting and appropriating State grant funds for Women, Infants and Children grant (WIC) Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $447,758.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program; and to ratify acceptance of the grant to begin as of October 1, 2013 Mayor Martinez referred to Item 22. Director of Public Health Annette Rodriguez stated that the purpose of this item is to accept and approve a grant from the Texas Department of State Health Services with a term from October through March in the amount of$447,758 to continue to provide nutritional education and resources for low income pregnant women, infants and children.There were no comments from the Council or the public.This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 23. First Reading Ordinance -Appropriating funds to reimburse the developer for the construction of a wastewater lift station Ordinance appropriating $411,387.25 from the No. 4220 Sanitary Sewer Trunk System Trust Fund to reimburse Forestar (USA) Real Estate Group, Inc., ("Developer") for the construction of Tortuga Dunes/Zahn Road/Packery Channel wastewater lift station and force main improvements in accordance with the approved reimbursement agreement executed with the Developer. Mayor Martinez referred to Item 23.Senior Project Manager Julio Dimas stated that the purpose of this item is to appropriate$411,387.25 from the Sanitary Corpus Christi Page 10 Printed on 111712013 City Council Meeting Minutes October 29, 2013 Sewer Trunk System to reimburse Forestar Real Estate Group Inc.for the construction of a wastewater lift station and force main improvements.There were comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 24 -28) Mayor Martinez referred to the Future Agenda.Assistant City Manager Margie Rose stated that staff did not have any planned presentation for Items 24-28. Council members requested presentations on Items 24,25,and 26. 24. Lease purchase of eight (8) CNG freightliner trucks with trash bodies for brush collection Motion approving the lease-purchase of eight (8) Freightliner trucks with trash bodies from Freightliner of Houston, Houston, Texas for a total amount of$1,573,114.00. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). Funding is available from the city's lease-purchase financing contractor. This Motion was recommended to consent agenda. 25. Lease purchase of six (6) CNG Peterbilt trucks with automated side loaders for refuse collection Motion approving the lease-purchase of six (6) Peterbilt trucks with automated side loaders from Rush Truck Centers of Texas, L.P., Houston, Texas for a total amount of$1,897,112.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease-purchase financing contractor. This Motion was recommended to consent agenda. 26. Supply agreement for water meters and registers Motion approving a supply agreement with Neptune Technology Group, Inc., Tallassee, Alabama for water meters and registers for a total estimated expenditure of$635,968.48. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). The term of the agreement shall be for nine (9) months. Funds have been budgeted by the Water Department in FY 2013 - 2014. This Motion was recommended to consent agenda. Corpus Christi Page 11 Printed on 111712013 City Council Meeting Minutes October 29, 2013 27. Engineering monitoring contract-for salinity and freshwater inflow monitoring Rincon Bayou Diversion - Nueces Bay System Motion authorizing the City Manager, or designee, to execute a Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of$94,605.00 for Rincon Bayou Diversion - Nueces Bay System Salinity and Freshwater Inflow Monitoring 2013-2014. This Motion was recommended to consent agenda. 28. Engineering monitoring contract-for Nueces River water quality, Oso Creek water level and City of Corpus Christi meteorological monitoring Motion authorizing the City Manager, or designee, to execute Amendment No. 3 to the Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of$93,381.00, for a total restated fee of$456,642.00 for Nueces River Water Quality, Oso Creek Water Level & City of Corpus Christi Meteorological Monitoring 2013. This Motion was recommended to consent agenda. Q. BRIEFINGS TO CITY COUNCIL: (NONE) R. ADJOURNMENT The meeting was adjourned at 1:17 p.m. Corpus Christi Page 12 Printed on 111712013 s' MINUTES CITY OF CORPUS CHRISTI, TEXAS Special Council Meeting October 31, 2013 - 10:00 a.m. PRESENT Mayor Nelda Martinez Mayor Pro Tern Mark Scott Council Members: City Staff: Kelley Allen" Assistant City Manager Margie Rose Rudy Garza Interim City Attorney Lisa Aguilar Priscilla Leal Assistant City Secretary Rebecca Huerta David Loeb Chad Magill Colleen McIntyre* Lillian Riojas *Arrived at 10:15 a.m. "Arrived at 12:45 p.m. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order. B. Assistant City Secretary Rebecca Huerta to call the roll of the required Charter Officers. Assistant City Secretary Rebecca Huerta called the roll and stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. C. SPECIAL ITEM Mayor Martinez referred to the day's executive session. The Council went into executive session: 1. Executive Session pursuant to Texas Government Code Session 551.074 Personnel matters to deliberate the appointment of the City Secretary with possible discussion and action in open session. The Council returned from executive session. Mayor Martinez stated that the following motion was discussed in e-session for Council consideration. Motion appointing Rebecca Huerta as new City Secretary with compensation as follows: an annual salary of $88,408 and a monthly car allowance of $400 with the City standard benefits to be effective January 6, 2014; with a $10,000 increase to base salary upon certification as a Texas Registered Municipal Clerk. Enactment No: M2013-165 Minutes — Special Council Meeting October 31, 2013— Page 2 Mayor Martinez made a motion to approve the motion as presented, seconded by Council Member McIntyre, and passed unanimously. D. ADJOURNMENT The meeting was adjourned at 4:27 p.m. a. COMMITTEE FOR PERSONS WITH DISABILITIES — One (1) vacancy with term to 2-01-15. DUTIES: To carry on a program to encourage, assist and enable persons with disabilities to participate in the social and economic life of the city; to achieve maximum personal independence; to become gainfully employed; and to enjoy fully and use all public and private facilities available within the community. COMPOSITION: Nine (9) residents of the city who shall be appointed by the City Council. The membership of the committee shall be composed of individuals with disabilities and representatives of agencies and organizations functioning within the committee's area who are interested in the provision of services to persons with disabilities and others who are interested in the abilities and specific needs of persons with disabilities, subject to Council approval. The city's Director of Human Relations, Director of Park and Recreation, and Building Official shall serve as ex-officio non-voting members. The chairperson of the Committee for Persons with Disabilities shall serve as an ex-officio voting member of the Human Relations Commission. ORIGINAL MEMBERS TERM APPTD. DATE Carlos Vargas 2-01-15 11-11-08 Alana Manrow, Vice-Chair 2-01-15 8-31-10 M. Bertha Romero 2-01-14 2-09-10 ***Sabrina Ramirez 2-01-15 4-12-11 Mary E. Wambach 2-01-14 9-25-12 David Ramos, Chair 2-01-14 9-25-12 Marshall Burns 2-01-14 5-14-13 Abel Alonzo 2-01-15 8-20-13 Diana Ortega-Feerick 2-01-15 8-20-13 Michael Morris, Park& Rec. Director Ex-officio Sylvia Wilson, Human Rel. Administrator Ex-officio John Speights, Building Official Ex-officio Legend: *Seeking reappointment "Not seeking reappointment ***Resigned ****Exceeded number of absences *****Has met six-year service limitation (The Committee for Persons with Disabilities is recommending the new appointment of Richard Balli.) INDIVIDUALS EXPRESSING INTEREST: Richard Balli 4051 Ramsey St, 78415 Retired. Formerly worked in supervisory general contracting, plumbing, electrical and HVAC. Received associates degrees in restaurant management, personnel and office management, and computer science. Activities include: Southwest Wheelchair Athletic Assn., Texas Wheelchair Bowling Assn., Johnny Rodriguez Life Enrichment Center. (7125113) Tracy M. Ferezan 3901 Macarthur St., 78416 Director of Mission Services, Goodwill Industries of South Texas, Inc. Activities include: Homeless Issues Partnership, Employment Alliance for People with Disabilities, Texas Rehabilitative Assn. Network, Texas Homeless Network, conducts workshops/keynote speaker at Three Rivers Federal Correctional Institute. (7129113) Ernest Herrera 4425 Holly Ridge, 78413 Workforce Development Specialist, Workforce Solutions of the Coastal Bend; Ticket to Work program. Activities include: Employment Alliance for People with Disabilities, Nueces County Community Resource Coordination Group- Adult, Homeless Issues Partnership Job Fair, Second Chance Job Fair, Goodwill Annual Job Fair. (7126113) Brian Solarek 14018 Hawksnest Bay Dr, 78418 Global Services & Support Logistics Leader, The Boeing Co. Received a Masters degree in Organizational Dynamics. Very willing and interested to serve on a City Board. (07122113) b. LIBRARY BOARD—Four(4)vacancies with terms to 11-05-15. DUTIES: The committee shall be advisory to the City Council and its duties shall be to investigate and recommend to the Council matters relating to library services. COMPOSITION: Nine (9) members, seven (7) members shall be appointed for two-year terms by the City Council, one (1) member shall be nominated by the La Retama Club, and one (1) shall be nominated by the Friends of the Corpus Christi Public Libraries Board for a term of two- years. Each nominee must be confirmed by a majority of City Council Members. ORIGINAL MEMBERS TERM APPTD. DATE **Lawrence Jordan 11-05-13 2-10-09 Dr. Stuart Elovitz 11-05-14 2-10-09 Natalie Rogen, Friends of C.C. Libraries 11-05-14 2-10-09 *John B. Keys 11-05-13 12-08-09 **Mary Jane Garza 11-05-13 12-08-09 **Paul Altheide 11-05-13 11-08-11 Roberta Sewell, La Retama Club 11-05-14 07-17-12 Evelyn Sue Donahoe 11-05-14 12-11-12 Rachel E. Buck 11-05-15 09-24-13 Sue Stanford Honorary, non-voting 1-17-03 Legend: *Seeking reappointment **Not seeking reappointment ***Resigned ****Exceeded number of absences *****Has met six-year service limitation ATTENDANCE RECORD OF MEMBERS SEEKING REAPPOINTMENT NO. OF MTGS. NO. %OF ATTENDANCE NAME THIS TERM PRESENT LAST TERM YEAR John B. Keys 8 7(1-exc.) 88% INDIVIDUALS EXPRESSING INTEREST: Margareta Fratila 3606 Tripoli Dr., 78415 Owner, Margaret's Greenhouse and European Floral Design. Received Master of Science in Horticulture and Agriculture from Horticultural University of Bucharest, Romania, Master of Art Degree from Webster University at St. Louis, Missouri and Certification in Secondary Education from Corpus Christi State University. Activities include: Americans for Prosperity, Texas State Society of Washington, D.C., Society of American Florists, Republican Women's Club and Numerous Other Organizations. Recipient of Republican Senatorial Medal of Freedom, 2003. (Willing to resign from Landmark Commission) (7118113) Ernest Bert Rucker, Jr. 3535 Santa Fe, 78411 Architect/Owner, Rucker & Rucker, Inc. Received his B Arch from Oklahoma State University. USN-Retired LCDR. Activities include: Was the Architect for restoration of the Gugenheim House in Heritage Park, Officer In Charge-Seabee Reserve, built stages for Bayfest. (8/15/13) Brian Solarek 14018 Hawksnest Bay Dr, 78418 Global Services & Support Logistics Leader, The Boeing Co. Received a Masters degree in Organizational Dynamics. Very willing and interested to serve on a City Board. (07122113) Julia Stafford 5801 Corsica Rd., 78414 Category Manager, Stripes LLC. Very active volunteer for various events and activities of the Dr. Clotilde P. Garcia branch library. Other activities include: member of Net Impact, an organization of working professionals. (11/5/13) C. PARKING ADVISORY COMMITTEE — Three (3) vacancies representing the following categories: 1 — Building Owners and Management Assn. nominee, 1 — Convention & Visitors Bureau nominee, and 1 — Residential member; property owner in City Center. (Staff is recommending postponement of the Convention & Visitors Bureau nominee and Residential member—property owner in City Center pending recruitment of qualified applicants) DUTIES: To provide advice and recommendations to the police chief, city manager or city council on matters relevant to the administration and enforcement of the Code of Ordinances, Chapter 53 including: On-street and off-street parking, special events, and revitalization projects within the city center; developing parking enhancement projects for the city such as expansion of paid parking zones and parking facilities; parking and signage programs and city center concerns; the location,time and rates for paid parking zones, paid parking facilities owned or controlled by city, parking meters and parking pay stations, and penalties for delinquent violators; expenditure or usage of Parking Improvement Fund; parking improvement; and participate with the county on parking enhancement and city center revitalization matters. COMPOSITION: Eleven (11)voting members and three (3) non-voting advisory members appointed by the City Council comprised of the following: one (1)member nominated by the District Council Member who represents the downtown area;two (2) members nominated by the Downtown Management District; one (1) member nominated by the Corpus Christi Beach Task Force; one (1) member nominated by the Uptown Neighborhood Initiative; two (2) members nominated by the Building Owners and Management Association; one (1) member nominated by the Corpus Christi Convention and Visitor's Bureau; two (2) members who shall represent downtown residential interests—one (1)member to be a resident where paid parking meters are collected and one (1) member to be an owner of residential living property in the City Center* Area; and one (1) member to represent the community at large. The City Manager, Police Chief, Parks and Recreation Director or their designees shall serve as non-voting advisory members. The Parking Control Manager or Supervisor shall serve as liaison to the Committee. ORIGINAL MEMBERS TERM APPTED.DATE Ginny Price (Downtown area Council Member nominee) 7-31-16 5-14-13 Jennifer Perales (DMD representative) 7-31-15 5-14-13 Linda K. Sutton(DMD representative) 7-31-15 5-14-13 Lynn Frazier(Corpus Christi Beach Task Force) 7-31-16 5-14-13 Darlene K. Gregory(Uptown Nbrhd. Initiative), Chair 7-31-15 5-14-13 Lawrence W. Virts (Bldg Owners &Mgmt Assn) 7-31-15 5-14-13 Fay Crider(Residential;pkng. meters collected) 7-31-16 5-14-13 Richard Durham(Community At Large), Vice-Chair 7-31-15 5-14-13 *Vacant(Building Owners &Mgmt. Assoc. rep.) 7-31-16 Vacant(Residential,prop owner in City Center*) Vacant(Convention&Visitors Bureau rep.) City Manager or designee;non-voting member Police Chief or designee;non-voting member Parks and Recreation Dir. or designee;non-voting member *City Center—defined as"Uptown/Downtown/Corpus Christi Beach Area" Lend *Vacant seat INDIVIDUALS EXPRESSING INTEREST: Jim Swan 7622 Outreau, 78414 Owner/President, Med Realty Asset Management Services. Holds a BBA and MBA from Baylor University, Waco, Texas. Has managed commercial real estate in Corpus Christi over 28 years. Member and past president of the Building Owners and Managers Association (BOMA) for over 20 years. (Building Owners and Mgmt. Assn. Rep) (6/21/13) d. RETIRED AND SENIOR VOLUNTEER PROGRAM ADVISORY COMMITTEE — One (1)vacancy representing the At Large category with term to 6-16-15. DUTIES: To advise City Council, City Manager, and Parks Department Staff regarding the Retired and Senior Volunteer Program ("RSVP") including but not limited to volunteer recruitment strategies; provide support in recruitment of volunteers and volunteer stations; serve as community advocates and liaisons; assist in development of non-federal resources to include fundraising; advise on programming for impact; advise on how to measure trends and impact of trends in the community; assist with development and implementation of program evaluations and surveys; conduct an annual assessment of the program by surveying program volunteers; bi- annually assess project accomplishments and impact; and attend special events and activities related to Retired and Senior Volunteer Program. COMPOSITION: The committee shall consist of seven (7) members and must express an interest in the issues of older adults and have knowledge of the capabilities of older adults. The committee shall be composed of the following: 1 —RSVP Volunteer (active volunteer/ one (1) hour per month at a registered RSVP Volunteer Station), 1 — RSVP Volunteer Workstation representative (executive, director or similar leadership position at a non-profit agency that operates a RSVP Volunteer Station), and 5 —At Large. All terms shall be two (2) years. ORIGINAL MEMBERS TERM APPTD. DATE Margaret A. Ramsey (RSVP Vol. Station) 6-16-14 6-16-09 Anne Bauman (RSVP Vol.), Chair 6-16-14 9-11-12 Dale D. Berry (At Large), Vice-Chair 6-16-15 9-11-12 Abel A. Sanchez (At Large) 6-16-15 9-11-12 Stephen Isenhour(At Large) 6-16-14 1-08-13 Sylvia T. Portales (At Large) 6-16-15 1-08-13 *"Merced V. Pena (At Large) 6-16-15 6-11-13 Legend: *Seeking reappointment **Not seeking reappointment ***Resigned ****Exceeded number of absences *****Has met six-year service limitation INDIVIDUALS EXPRESSING INTEREST: Margareta Fratila 3606 Tripoli Dr., 78415 Owner, Margaret's Greenhouse and European Floral Design. Received Master of Science in Horticulture and Agriculture from Horticultural University of Bucharest, Romania, Master of Art Degree from Webster University at St. Louis, Missouri and Certification in Secondary Education from Corpus Christi State University. Activities include: Americans for Prosperity, Texas State Society of Washington, D.C., Society of American Florists, Republican Women's Club and Numerous Other Organizations. Recipient of Republican Senatorial Medal of Freedom, 2003. (Willing to resign from Landmark Commission) (7118113) Judy Loverde 909 Driftwood PI, 78411 Retired. Former administrator of District Services. Attended Del Mar College. Activities include: volunteers with Art Center of Corpus Christi, and Vestry of All Saints Episcopal Church. (9119113) O.K. Smith 3409 Derby, 78414 Broker/Realtor, O.K. Smith Real Estate. Attended Del Mar College, University of Alaska, University of Texas. Activities include: Volunteer Center of the Coastal Bend (lifetime member), Resource Developer/Board of Directors for Habitat for Humanity Corpus Christi, Del Mar College Alumni Association, Corpus Christi Association of Realtors, past President Harbor Playhouse, Corpus Christi Farmers Market, Heart of Corpus Christi, Inc., Mayor's Council for the Greatest Generation Award, Congressional Recognition Certificate — Tireless Dedication to Volunteer Center of the CB. (10107113) Brian Solarek 14018 Hawksnest Bay Dr, 78418 Global Services & Support Logistics Leader, The Boeing Co. Received a Masters degree in Organizational Dynamics. Very willing and interested to serve on a City Board. (09125112) d AGENDA MEMORANDUM oaPOwR ko Future Item for the City Council Meeting of October 29, 2013 2852 Action Item for the City Council Meeting of November 12, 2013 DATE: October 29, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(c_cctexas.com (361) 826-3169 Lawrence Mikolajczyk, Director of Solid Waste Operations lawm(a_cctexas.com (361) 826-1972 Freightliner Trucks with Trash Bodies CAPTION: Motion approving the lease-purchase of eight (8) Freightliner trucks with trash bodies from Freightliner of Houston, Houston, Texas for a total amount of $1,573,114.00. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). Funding is available from the city's lease-purchase financing contractor. PURPOSE: To be used by the Solid Waste Department for brush collection throughout the City. BACKGROUND AND FINDINGS: These units will be replacements to the fleet. All eight (8) trucks are equipped with CNG engines and are replacing diesel-fueled vehicles. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Financing for the lease-purchase of the Freightliner trucks with trash bodies is based on a sixty- month term with an estimated interest rate of 2.18% for an annual payment of$332,366.60. The total estimated cost over the five-year period, including principal of $1,573,114.00 and interest of$88,718.99, is $1,661,832.99. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Solid Waste Department. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $477,901.63 $1,495,649.67 $1,973,551.30 Encumbered / Expended Amount $169,305.59 $0 $169,305.59 This item $166,183.32 $1,495,649.67 $1,661,832.99 BALANCE $142,412.72 $142,412.72 Fund(s): General Fund Comments: The $166,183.32 financial impact shown above represents six (6) months of payments that will be encumbered through the end of this fiscal year. The remaining $1,495,649.67 for the last fifty-four (54) months of the lease-purchase payments will be requested for future fiscal years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION HGAC CONTRACT NO. HT11-12 BUYER: GERALD GOODWIN FREIGHTLINER TRUCKS WITH TRASH BODIES Houston Freightliner, Inc. Houston, Texas UNIT EXTENDED ITEM DESCRIPTION QTY.1 UNIT PRICE PRICE 2014 Freightliner 114SD Cab/Chassis with 1. Peterson TB-2245 Trash Body and CNG 8 Each $196,639.25 $1,573,114.00 Engine/Fuel System. TOTAL: $1,573,114.00 d AGENDA MEMORANDUM oaPOwR ko Future Item for the City Council Meeting of October 29, 2013 2852 Action Item for the City Council Meeting of November 12, 2013 DATE: October 29, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(c_cctexas.com (361) 826-3169 Lawrence Mikolajczyk, Director of Solid Waste Operations lawm(a_cctexas.com (361) 826-1972 Peterbilt Trucks with Automated Side Loaders CAPTION: Motion approving the lease-purchase of six (6) Peterbilt trucks with automated side loaders from Rush Truck Centers of Texas, L.P., Houston, Texas for a total amount of $1,897,112.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease-purchase financing contractor. PURPOSE: To be used by the Solid Waste Department for refuse collection throughout the City. BACKGROUND AND FINDINGS: These units will be replacements to the fleet. All six (6) trucks are equipped with CNG engines and are replacing diesel-fueled vehicles. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Financing for the lease-purchase of the Peterbilt trucks with automated side loaders is based on a sixty-month term with an estimated interest rate of 2.18% for an annual payment of $400,820.76. The total estimated cost over the five-year period, including principal of $1,897,112.00 and interest of$106,991.80, is $2,004,103.80. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Solid Waste Department. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $2,697,427.67 $1,903,898.61 $4,601,326.28 Encumbered / Expended Amount $2,338,954.54 $0 $2,338,954.54 This item $100,205.19 $1,903,898.61 $2,004,103.80 BALANCE $258,267.94 $258,267.94 Fund(s): General Fund Comments: The $100,205.19 financial impact shown above represents three (3) months of payments that will be encumbered through the end of this fiscal year. The remaining $1,903,898.61 for the last fifty-seven (57) months of the lease-purchase payments will be requested for future fiscal years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION TLGPC CONTRACT NO. 358-10 BUYER: GERALD GOODWIN PETERBILT TRUCKS WITH AUTOMATED SIDE LOADERS Rush Truck Centers of Texas, L.P. Houston, Texas UNIT EXTENDED ITEM DESCRIPTION QTY.1 UNIT PRICE PRICE 2014 Peterbilt 320 CNG Cab/chassis, Right 1. Hand Drive, with Heil 28 yd. Durapack 4 Each $319,028.00 $1,276,112.00 Python Automated Side Loader. 2014 Peterbilt 320 CNG Cab/chassis, Right 2. Hand Drive, with McNeilus 28 yd. ZR 2 Each $310,500.00 $621,000.00 Automated Side Loader. TOTAL: $1,897,112.00 d AGENDA MEMORANDUM oaPOwR ko Future Item for the City Council Meeting of October 29, 2013 2852 Action Item for the City Council Meeting November 12, 2013 DATE: October 29, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(c_cctexas.com (361) 826-3169 Gustavo Gonzalez, Director of Water Operations g ustavogo(a_cctexas.com (361) 826-1874 Water Meters and Registers CAPTION: Motion approving a supply agreement with Neptune Technology Group, Inc., Tallassee, Alabama for water meters and registers for a total estimated expenditure of $635,968.48. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). The term of the agreement shall be for nine (9) months. Funds have been budgeted by the Water Department in FY 2013 - 2014. PURPOSE: The meters and registers are used by the Water Department in new service connections and in making repairs to existing connections. BACKGROUND AND FINDINGS: Due to long lead times and increasing volumes, a supply agreement must be established in order to satisfy current and future demand for water meters and registers. The supply agreement will ensure that needed water meters and registers are available as required so as not to impede new taps or repairs performed in daily operations. The supply agreement will end on 7/31/14 as the HGAC contract also expires on 7/31/14. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Water Department. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $774,170.87 $0 $774,170.87 Encumbered / Expended Amount $138,202.39 $0 $138,202.39 This item $635,968.48 $0 $635,968.48 BALANCE $0 $0 Fund(s): Water Fund Comments: The $635,968.48 financial impact shown above represents nine (9) months of expenditures that will be encumbered through the end of this fiscal year. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION HGAC CONTRACT NO. WM08-12 BUYER: GERALD GOODWIN WATER METERS AND REGISTERS Neptune Technology Group, Inc. Tallassee, Alabama UNIT EXTENDED ITEM DESCRIPTION QTY PRICE PRICE 1.1 5/8" meter 300 $ 70.75 $ 21,225.00 1.2 3/4" meter 1750 84.93 148,627.50 1.3 1" meter 500 125.66 62,830.00 1.4 1-1/2" meter 40 294.55 11,782.00 1.5 2" meter 70 376.73 26,371.10 1.6 1-1/2" HPT meter 15 436.68 6,550.20 1.7 2" HPT meter 50 457.36 22,868.00 1.8 3" HPT meter 10 641.72 6,417.20 1.9 4" HPT meter 10 836.83 8,368.30 1.10 6" HPT meter 10 1,354.51 13,545.10 1.11 8" HPT meter 2 1,741.52 3,483.04 1.12 10" HPT meter 1 3,003.55 3,003.55 1.13 12" HPT meter 1 8,750.00 8,750.00 1.14 1" direct read meter 5 125.66 628.30 1.15 2" direct read meter 5 376.73 1,883.65 2.1 5/8" register 2000 45.11 90,220.00 2.2 3/4" register 3500 45.11 157,885.00 2.3 1" register 600 45.11 27,066.00 2.4 1-1/2" register 100 45.11 4,511.00 2.5 2" register 100 45.11 4,511.00 2.6 1-1/2" HPT register 20 45.11 902.20 2.7 2" HPT register 40 45.11 1,804.40 2.8 3" HPT register 20 45.11 902.20 2.9 4" HPT register 5 45.11 225.55 2.1 6" HPT register 20 45.11 902.20 2.11 8" HPT register 5 45.11 225.55 2.12 10" HPT register 2 45.11 90.22 2.13 12" HPT register 2 45.11 90.22 2.15 1" direct read register 5 30.00 150.00 2.16 2" direct read register 5 30.00 150.00 TOTAL: $ 635,968.48 US 0 IT AGENDA MEMORANDUM Future Item for the City Council Meeting of October 29, 2013 1§52 Action Item for the City Council Meeting of November 12, 2013 DATE: October 11, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services DanB @cctexas.com (361) 826-3729 Gustavo Gonzalez, P.E., Director of Water Operations GustavoGo@cctexas.com (361) 826-1874 Engineering Monitoring Contract Rincon Bayou Diversion Nueces Bay System Salinity and Freshwater Inflow Monitoring 2013-2014 CAPTION: Motion authorizing the City Manager, or designee, to execute a Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of $94,605.00 for Rincon Bayou Diversion - Nueces Bay System Salinity and Freshwater Inflow Monitoring 2013-2014. PURPOSE: The purpose of this Agenda Item is to execute the contract for monitoring services. BACKGROUND AND FINDINGS: The Contract for Monitoring Services provides resources necessary to perform monitoring and data collection required by the Texas Commission on Environmental Quality (TCEQ) as part of the amendment of the City's reservoir operating plan which allows reduction of mandatory water releases. The salinity monitoring is an annual requirement of the amended operating plan which originated in 1991. Elimination of the required monitoring requires reconsideration of the permit by TCEQ. TCEQ permit hearings are not limited to individual topics. A permit hearing could result in the imposition of requirements not desirable for optimal water conservation. The Conrad Blucher Institute (CBI) of Texas A&M University - Corpus Christi has conducted extensive research in the Rincon Bayou, local bays and estuaries. The CBI is considered the foremost expert in local near shore salinity research, and has existing salinity monitoring stations that will be sued to collect the required data. The CBI has conducted the required salinity monitoring for the City since the Reservoir Operating Plan was amended by TCEQ. This Contract term is November 15, 2013 through September 30, 2014. If contract is approved, CBI's first invoice may cover period beginning on October 1, 2013. ALTERNATIVES: 1. Execute the amended Contract for Professional Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi as proposed. 2. Do not execute the amended Contract for Professional Services with the Conrad Blucher Institute at Texas A&M University- Corpus Christi as proposed. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to statues regarding FY 2013-2014 Water Operating Budget EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: ®Operating ❑ Revenue ❑Capital ❑ Not applicable Fiscal Year Project to 2013-2014 Date Current Year Future Years TOTALS Expenditures Line Item Budget $101,228.00 $101,228.00 Encumbered / Expended Amount This Item $94,605.00 $94,605.00 Future Anticipated Expenditures This Project $6,623.00 $6,623.00 BALANCE $0.00 Fund(s): Water Operating Comments: The Contract for Monitoring Services will result in the expenditure of an amount not to exceed $94,605.00. RECOMMENDATION: City Staff recommends approval of the Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of $94,605.00 for Rincon Bayou Diversion - Nueces Bay System Salinity and Freshwater Inflow Monitoring 2013-2014. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract PowerPoint Presentation PROJECT BUDGET Rincon Bayou Diversion Project Nueces Bay System Salinity and Freshwater Inflow Monitoring 2013-2014 FUNDS AVAILABLE: Water Operating....................................................................................... $101,228.00 FUNDS REQUIRED: Original (TAMU-CC, Conrad Blucher Institute)................................................ 94,605.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)............................. 2,129.00 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt)................................. 2,838.00 Finance................................................................................................... 1,183.00 Misc....................................................................................................... 473.00 TOTAL................................................................................................... $101,228.00 PROJECT BUDGET BALANCE.................................................................. $0.00 Ad roject councilexhibits exh8443.dw r ti it / �� // �� l✓t� �� 1 �� �, 1 � ��/ ,r✓Jf Irr �I � � '' ��1J/ r /' r� I � � /� r / r „� � �� �/.;. /� rl ;�� / /�;,�„'';, �/ ,: ::/, �, ,✓. ii, ,>�/�,./�/i,/l .pry.. r i 1 I // /, /%ar ,✓,r// <��i///i � /,,/,. �, /:,.iii ,,,r, .,, 1,:, %: �r� r 1 M r � r I) � Irl�Gri//i �irr �a�ii�i� /r/�/////'. / �✓ rr //1J ��� �' � �.. r J � � �%vi/%i,:�/� 1%��� ✓�/,,,,,. �/J ,,; 1J'�%f'� ,A/ �� fl r� �i ��0 �1, /, 1 J l i REIN SALINITY MONITORING STATIONS -�� RINCON BAYOU DIVERSION PROJECT CITY COUNCIL EXHIBIT NUECES BAY SYSTEM SALINITY CITY OF CORPUS CHRISTI, TEX4S AND FRESHWATER INFLOW MONITORING DEPARTMENT OF ENGINEERING SERVICES 2013-2014 PAGE. 1 of 1 P'ROJE'CT#8443 ^•^- CITY OF CORPUS CHRISTI RINCON BAYOU DIVERSION NUECES BAY SYSTEM SALINITY AND FRESHWATER INFLOW MONITORING 2013-2014 (City Project No. 8443) CONTRACT FOR MONITORING SERVICES The City of Corpus Christi, Texas, hereinafter called "City", and the Conrad Blucher Institute (CBI)at Texas A&M University- Corpus Christi, hereinafter called "C131", hereby agree as follows: I SERVICES TO BE PEREORNIF-D-CBI hereby agrees to perform all consulting services necessary to plan, develop, undertake, complete, and report the results of a study for ongoing salinity monitoring efforts in the Nueces Estuary consisting of three salinity monitoring stations in the Nueces River and Bay. 11. SCOPE OE 15IRY11M - CBI's services will be those necessary to provide the required monitoring corresponding to station service including the following: • Station service includes exchange of Hydrolab instruments with a freshly calibrated unit; • Station service frequency will be based on observed marine growth fouling the instruments (every 2 weeks when warmer bay waters foster excessive marine growth and every 3 weeks when water temperatures are cooler); • All salinity monitoring stations will report salinity and water temperature; • All monitoring stations will also report dissolved oxygen, pH, and water depth; and • All data will be available in graphical and tabular format on the CBI website (hftp,://www.cbi.tamucc.edu/Nueces-BayWater-Quality-Monitoring)within one hour of the time data were collected. A. TASKS-CBI will complete the tasks set forth in the research proposal attached as Exhibit"N'. CBI will complete the following tasks: Nueces Bay Salinity Monitoring - Freshwater Inflow This is an ongoing project originating in the fail of 1991. Nueces Bay salinity monitoring by CBI consists of 2 monitoring platforms in the bay: one near Whites Point (SALT03) and the other mid bay, near the CPL power lines (SALT01); plus one station in the Nueces River (SALT05). In addition, with support from CBBEP, CBI will continue to maintain SALT08, at the mouth of the Rincon Bayou,which was,until recently, sponsored by the City. Parameters measured at stations SALT01, SALT03 and SALT05 include salinity, conductivity, dissolved oxygien, water temperature, water depth, and pH. The stations are located in such a manner to track fresh water inflows into Nueces Bay using salinity levels as the indicator. Relief for required freshwater releases may be taken by the City if the salinity levels in Nueces Bay fall below the Upper Salinity Bounds. A daily running report (http://Iiqhthouse,tamucc.edu/salre produced by CBI and the Nueces River Authority (NRA) shows the current freshwater relief status. Nueces Delta Diversion Proiect- Freshwater Inflow The City has designed and built a diversion channel from the Nueces River into the delta at the head of the Rincon Bayou channel. The diverted river water is designed to flow into the Rincon Bayou and adjacent wetland. UTMSI, HRI, and CCS are presently conducting long-term ecological studies of the effects of this diversion. Five salinity monitoring stations along the Rincon Bayou, beginning at the head and ending of Nueces Bay have been established to determine the fate of freshwater diversions from the pipeline. Page 1 of 4 K%Englneering DatalExchangeUENNIFERS WATERN8443 RINCON BAYOU DIVERSION-SALINITY&FRESHWATER INFLOW MONITORING\2013-2014 MONITORING SERVICESXCONTRAC'nContract REVISED.doc Nueces Bay Tidal and Meteorological Station The Texas Coastal Oceanic Observation Network (TCOON) operated a tidal/meteorol,ogical station (011) in the upper part of Nueces Bay at Whites Point. This station,was replaced in the winter of 2010 with a new tidal monitoring platform (185) just across the bay, near the mouth of the Nueces River. Although not an official TCOON station, all maintenance and operation of the tidal station will follow TCOON protocols. Precise water level measurements from this station are used as a reference for work by the others in the various projects in the bay, river, and delta. The initial installation and maintenance was funded by the CBBEP. Funding for continuing maintenance of this station is currently being sought. Station Service and Maintenance All salinity and dissolved oxygen stations consist of a Hydrolab°water quality sonde, a radio, modem, and 12 volt solar power system. Freshly calibrated units are exchanged with units on the station every 2 to 3 weeks, depending on the degree of observed marine fouiling on the instruments. The Hydrolabso are taken back to CBI for post calibration and preparation for future service. An annual maintenance agreement with HydrotechZS of Austin;, Texas, ensures the reliability of the Hydrolabo units. Covered under this agreement are all components of the Hydrolab*, ensuring that the instruments deployed are as good as, or better, than factory standards. The factory warranty for all HydrolabP datasondes have expired; therefore, all datasondes will be placed under the annual service agreement to ensure continual data collection at all stations. Data Collection A computer program, written by staff at CBI, polls each station every six minutes. Five measurements are requested from each instrument, these five are then averaged. The hourly averages are then placed into the database and reported on the CBI web site. Daily salinity reports are produced showing the running, ten and seven day averages as well as the daily average (hftp://www.nueces- ra.or-q/CP,/CITY/passthru/index,ph . Monthly salinity levels in relation to the Upper and Lower Salinity bounds are found at http://lighthouse.tamiucc,edulsal,re a I and are used to help determine if the City may take credits to offset scheduled freshwater releases from the storage impounds. Instrument Calibration All calibration standards used are KIST traceable, and purchased from HydrotechZS. Calibration and post-calibration methods used are those established by the manufacturer of Hydrolabo. All calibration and post-calibration records are available on the CBI website, http://lighthou:se.tamucc,edu/calib. An instrument maintenance agreement with HydrotechZS is used with each Hydrolab . Each unit,is sent to the manufacturer annually for inspection and refurbishment. All components of the instrument are covered under the warranty agreement and they are replaced as needed. Collaborative Monitoring This proposed continuation: of the salinity monitoring program is designed to provide data to support those research efforts currently being done by CCS, UTMSI, HRI, COE, CBBEP, USGS and the City. Should the need or occasion arise where additional monitoring efforts are required, CBI will be in a position to support those efforts. Page 2 of 4 K Enginee6n,g DataExchangeUENN1FER\WATER18443 RINCON BAYOU DIVERSION-SAUNITY&FRESHWATER INFLOW MONITORING\2013-2014 MONITORING SERVICES\CONTRACT\Contract REVISED.doc B. RESEARCH PLAN AND METHODS — The specific research plan and methods are set forth in the Contract Proposal incorporated as Exhibit"A" of this contract. C. ORDER OF SERVICES—The monitoringi period will be for November 15, 2013 through September 30, 2014. Ill. FEES AUMORIZED—The City will pay CBI a fixed fee not to exceed $94,606.00(Ninety-Four Thousand Six Hundred Five Dollars and Zero Cents) for providing all services for 2013-2014. This fee will be full and total compensation for all services provided and expenses incurred in performing the tasks specified in Section 11. Invoices will be submitted to the Director of Engineering Services. Invoices will be submitted no more frequently than once per month for services rendered. All invoices shall be accompanied by a cover letter summarizing project status and the tasks undertaken during the time period covered by the invoice. Invoices will be submitted in accordance with the budget attached in Exhibit "A". Invoices wild be sequentially numbered for each project, state the project name (Rincon Bayou Diversion -Nlueces Bay System Salinity and Freshwater Inflow Monitoring 2013-2014), and City project number (9443)., The letter shall state the number of the current invoice,the total authorized fee,the amount previously invoiced, and the current amount due. Statements will be based upon percent of project completed, However,a final payment of$3,600 will be retained until delivery of the final report. Exhibit"A" contains a detailed breakdown of the project budget for 2013-2014. IV. TERMINATION QE CONTRACI—The City may, at any time,with or without cause,terminate this contract upon 30,days wriften, notice to CBI at the addresses specified below. If termination occurs prior to the final completion of all work contemplated by this contract, CBI shall be paid for all reasonable costs incurred or contractually committed to be expended as of the effective termination date, including salaries of appointees for the remainder of their appointment. The foregoing shall not be construed to require the City to compensate CBI for any services not performed in a proper, professional manner. V. NOTICE ADDRESS-Correspondence concerning this contract shall be sent to the City and CBI as follows: City: CBI: Daniel Biles, P.E., Director of Engineering Services Larry Lloyd, Research Specialist 11 City of Corpus Christi Conrad Blucher Institute for Surveying and Science Department of Engineering Services Texas A&M University- Corpus Christi 1201 Leopard Street 6300 Ocean Drive, Unit 5799 Corpus Christi, TX 78401 Corpus Christi, TX 78412 (361) 826-3500 office (361) 438-6594 mobile (361) 826-3501 fax (361) 825-5759, office I Lar[y.Lloyd(d-),tarnucc.edu VI. LOCAL PARTICIPADON — The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. VII. ASSIGNABILM — CBI will not assign, transfer or delegate any of its obligations or duties under this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of CBI. No part of CBI's fee may be assigned in advance of receipt by 0131 without written consent of the City. The City shall not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. VIII. DISCLOSURE QE INTEREST—In compliance with City of Corpus Christi Ordinance No. 17112, CBI agrees to complete the City of Corpus Christi Disclosure of Interests form attached. Page 3 of 4 KkEngineedng DatoExchangeQENN$FER\WATER\8443 RINCON BAYOU DIVERSION-SALINITY&FRESHWATER INFLOW MONITORINGQ013-2014 MONITORING SER\nCE=0NTRACTXGontrad REVISED.doc CITY OF CORPUS CHRISTI TEXAS AI M UNIVERSITY - CORPUS CHRISTI Mark Van Vleck, P.E., Date I-a,rh Lfo y d, Date Interim Assistant City Manager for Research Vecia list 11 Public Works & Utilities Conrad Blucher Institute for Surveying and Science Texas A & M University - Corpus Christi RECOMMENDED 6300 Ocean, Drive Corpus Christi, TX 78412 10//b (361) 825-5759 Office Dani I ilex, P.E I bale- Larry.Lloyd@tamucc.ed'u D' c or of Engi, erin Services 96 11 Jp . Gustav Gonzalez, P_ Date Directo of Water Op s Dr. ifuentes Date, P, ra Vic resident for Research, Commercialization & Outreach APPROVED, Office of Management & Budget Date ATTEST City Secretary Date 413 ENTERED Project No—'8447 0 CT i 4 2 0 13 Fund Source No: 530000-4010-30220-8443 Fund Name: Water Operating CONTF(AUT MANALiER Encumbrance No: RECT; Page 4 of 4 K Engineering DataEx,,hangelJENNIFERti41ATERt8443 RINGON BAYOU DIVERSION-SALINITY&FRESHWATER INFLOW MONITORING4 013-2014 MONITORING SERVICESICONTRAC"nCONTRACT doc Larry Lloyd TEXAS A&M ommi Bim hv� In I It m"[m Sur�cy in��on If 1;�iI'm d CONRADBLUCHER Umm- 61TY (,f Sck,I"tawl kingini ,I m�,, X kkl C 0 RP U S INSTITUTE k1i i 14K .I.CHMSTI FOR SURVEYING AND SCIENCE 3a Sharon Bailey Lewis 24 August, 2013 1201 Leopard City of Corpus Christi Corpus Christi, Texas 78,401 Dear Sharon Lewis: The statements of work covered herein are submitted to the City of Corpus Christi for consideration. These statements will constitute a fee for services rendered by the Conrad Blucher Institute for Surveying and Science (CBI) at Texas A&M University - Corpus Christi (TAMUCC). Included is an outline of our scope of work and budget to continue the ongoing salinity monitoring efforts in the Nueces Estuary. PROPOSED SCOPE OF WORK FOR NUECES BAY SYSTEM SALINITY AND FRESHWATER INFLOW MONITORING: 2013-2014 Summary Three salinity monitoring stations in the Nueces River and Bay will be covered under this agreement. Station service includes exchange of Flydrolab'�instruments with a fteshly calibrated unit. In order to reduce costs, station service frequency will be based on observed marine growth fouling the instruments; for example, every 2 weeks when warmer bay waters foster excessive marine growth and every 3 weeks when water temperatures are cooler. All salinity monitoring stations will report salinity and water temperature. All monitoring stations will also report dissolved oxygen, pl-1, and water depth. All data will be available in graphical and tabular format on the CBI website ftiqp, / ( yiy.cbi.tariitice,edLi/Nueces-Ba ate -M rill within one hour of the time data were collected. Research Objectives The Conrad Blucher Institute for Surveying and Science (CBI) at TAMUCC has been operating and maintaining salinity monitoring equipment in the Nueces Estuary for the City of Corpus Christi since November 1991, trying to help understand the effects of freshwater inflows on salinity into the Nucces system. Additional funding from the Coastal Bend Bays and Estuaries Program (CBBEP) will ensure that comprehensive spatial coverage of the Nueces Estuary continues. This proposal is for a continuation of the current monitoring effort in support of salinity conditions in Nueces Bay and river. The data collected will be used to help the City of Corpus Christi water supply managers determine quantities of fresh water required by the amended Agreed Order between the City and the State of Texas. Other benefits,of the data collection include collaboration with other researchers in the delta, namely, The Center lor Coastal Studies (CCS) and Harte Research Institute for Gulf of Mexico Studies (14 I) at TAMUCC, the University of'rexas Marine Science Institute at Port Aransas (UTMSI), and the U.S. Army Corps of Engineers (COE; Fort Worth District). EXHIBIT "A" Page 1 of 4 Larry Lloyd Research Speciakt H TEXAS AW Conrad Blucher Institutu lor Sure eyingand Science UNIVERS= CONRADBLUCHER College ufScience and Engineering CORPUS NSTITUTE 16941 S 6300 OCEAN DRIVE,UNIT 5799 CHRISTI FOR SURVEYING AND SCIENCE CORIM C1 11UST1,'FF"X1%S 784 Z' 0 36x,825.5759-C 361 }38,65,94 Nueces Bay Salinity Monitoring—Freshwater inflow This is an ongoing project originating in the fall of 1991. Nueces Bay salinity monitoring by CBI consists of 2 monitoring platforms in the bay: one near Whites Point(SALT03) and the other mid bay, near the CPL power lines (SALTO 1); plus one station in the Nueces River(SALT05). In addition, with support from CBBEP, CB1 will continue to maintain SALT08, at the mouth of the Rincon Bayou, which was, until recently, sponsored by the City. Parameters measured at stations SALTOI, SALT03 and SALT05 include salinity, conductivity, dissolved oxygen, water temperature, water depth, and pH. The stations are located in such a manner to track fresh water inflows into Nueces Bay using salinity levels as the indicator. Relief for required freshwater releases may be taken by the City if the salinity levels in Nueces Bay fall below the Upper Salinity Bounds. A daily running report (http:,Hl,ighthouse.taniucc.edLi/sali-el)produced by CBI and the Nueces River Authority (NRA) shows the current freshwater relief status. Nueces Delta Diversion Project—Freshwater Inflow The City has designed and built a diversion channel from the Nueces River into the delta at the head of the Rincon Bayou channel. The diverted river water is designed to flow into the Rincon Bayou and adjacent wetland. UT S1,HRI, and CCS are presently conducting long-term ecological studies of the effects of this diversion. Five salinity monitoring stations along the Rincon Bayou, beginning at the head and ending of Nueces Bay have been established to determine:the fate of freshwater diversions from the pipeline. Nueces Bay Tidal and Meteorological Station The Texas Coastal Oceanic Observation Network(TCOON) operated a tidal/meteorological station(0 11) in the upper part of Nueces Bay at Whites Point. This station was replaced in the winter of 2010 with a new tidal monitoring platform (1 85)just across the bay, near the mouth of the Nueces River. Although not an official TCOON station, all maintenance and operation of the tidal station will follow TCOON protocols. Precise water level measurements from this station are used as a reference for work by the others in the various projects in the bay, river, and delta. The initial installation and maintenance was funded by the CBBEP. Funding for continuing maintenance of this station is currently being sought. Station Service and Maintenance All salinity and dissolved oxygen stations consist of a Hydrolabc'water quality sonde, a radio, modem, and 12 volt solar power system. Freshly calibrated units are exchanged with units on the station every 2 to 3 weeks, depending on the degree of observed marine fouling on the instruments. The Hydrolabs 0 are taken back to CBI for post calibration and preparation for future service. An annual maintenance agreement with HydrotechZS of Austin, Texas, ensures the reliability of the Hydrolabo' units, Covered under this agreement are all cornponents of the Hydrolabo, ensuring that the instruments deployed are as good as, or better,than factory standards. The factory warranty for all HydrolabD datasondes have expired; therefore, all datasondes will be placed under the annual service agreement to ensure continual data collection at all stations. EXHIBIT "A" Page 2 of 4 Larry Lloyd Resv,ach Sped aki H TEXAS A&M Conrad Blucher Institute for Surveyhig and Science UNTVIRSITY CONRAD BLUCHER College to 56ence and Engineering gg, CORPUS INSTITUTE CORPUS OCEAN DdIvti,UNIT5799 C� CHR1ST1 FOR SURVEYING AND SCIENCE CORPUS C1 IRISTL"T'F,,As7Kjiz 0 361.825-5759'C*-438.6594 Data Collection A computer program, written by staff at CBI, polls each station every six minutes. Five measurements are requested from each instrument, these five are then averaged. The hourly averages are then placed into the database and reported on the CBI web site. Daily salinity reports are produced showing the running ten and seven day averages as well as the daily average (httl)://xvw\v.nueces-ra.oi -,/CP,/CI'FY/ assthrii/ii�idex.Liiip . Monthly salinity levels in relation to the Upper and Lower Salinity bounds are found at httji://Ii�lithouse.tai,niiec.edLi/sali-el, and are used to help determine if the City may take credits to offset scheduled freshwater releases from the storage impounds. Instrument Calibration All calibration standards used are NIST traceable, and purchased from HydrotechZS. Calibration and post- calibration methods used are those established by the manufacturer of Hydrolabo. All calibration and post- calibration records are available on the CBI website, litt)a:/'/IiglitlioLis'etamucc.edit/callb. An instrument maintenance agreement with HydrotechZS is used with each Hydrolab . Each unit is sent to the manufacturer annually for inspection and refurbishment. All components of the instrument are covered under the warranty agreement and they are replaced as needed. Collaborative Monitoring This proposed continuation of the salinity monitoring program is designed to provide data to support those research efforts currently being done by CC S, UTMSI, HRI, COE, CBBEP, USGS and the City. Should the need or occasion arise where additional monitoring efforts are required, CBI will be in a position to support those efforts. Schedule of Work and Fee for Service The Conrad Blucher Institute for Surveying and Science at Texas A&M University—Corpus Christi hereby agrees for the duration of November 15, 2013 through September 30, 2014 to perform all services necessary to provide water quality monitoring, as described in this proposal. The budget for November 15, 2013 through September 30, 2014 is $94,605 and is enclosed with this proposal. rEXHIBIT "A" Pue.3 of 4 PI NAME: Larry Lloyd PROJECT: Nueces Bay and River water quality monitor.#mos 12 From: 11/1s/13 To: 09/30/14 % Total EE Benefit PERSONNEL(TAM UCC personnel only) Eff Annual ort Person- Hours % Groupins SWL/Hr Amt Requested in whole dollars .............. NAME PROD Role #Months Months SALARY$ FRINGE$ TOTALS ............__ ..................... Burch,Dominic(field) RTI __12.0 _32.5% 3.89 19.46 $ 13,137 $ 4,627 $ 17,763 ................... Duff,Jonathan S(IT) RTI 12.0 113'0 038 65 00 17.7.9.01 38.43 $ 2,498 $ 664 $ 3,162 ............. Durham,Null B(IT) IT 12.0 11% O 38 65,00 6 24.26 $ 1,577 $ 501 $ 2,077 ............. ........... ------— ------------ Lloyd,Lary(PI,field) RSII 12.0 28X% 146 600�00 17.70% 23.39 $ 14,037 $ 4.530 $ 18,567 - ­ - ­11--.- ­.-.7-� r------------— ............ Nino,Amy M(QC officer) RTII 12-0 1 1.0% 0,12 21.00 1 17.70% 19.11 $ 401 $ 143 $ 544 2132 To be Named(IT) IT 110 11% 0.38 65,00 1730% 6 $F 4iii­i 2,006 ......... "', Student(TBN Undergrad) Student 12,0 14.4%! 1`.�3 3W00 2,40% IOZO $ 3,150 76 $ 3,226 ...................................... —-——____--_-- 14.4% 1.73 300.00 9.50 s 2,850 $ 68 $ 2,918 Student(TBN Undergrad) Student 12.0 2.40% SUBTOTALS 39,165 11,098 50,263 TRAVEL $10,005 ,SUPPLIES $4,000 ..m_..._._....._„ AN OTHER EXPENSES _ $7,950 Grad Student Tuition&Fee Remission $0 $0 1 Other $7,950 171111 CONSORTIUM COSTS 0 F&A COSTS at 31% MTDC 22,388 EXHIBIT "A" Page 4 of 4 \ SUPPLIER NUMBER TO BE ASSIGNED BYCnT- PURCHASING DIVISION CITY OF CORPUS CHRISTI city us s DISCLOSURE OF INTEREST C"-Pus Christi 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, Certifications and definitions. Texas A&M University—Corpus Christi COMPANY NAME: Conrad Blucher Institute for Surveying and Science P.O.BOX: STREET ADDRESS: 6300 Ocean Drive,Unit 5799 CITY: Corpus Christi ZIP: 78412 FIRM IS: 1. Corporation ® 2. Partnership B 3. Sole Owner ❑ 4. Association 5. 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 havinf 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. 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 Tide NA. 3. State the names of each"board member"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the owneship m the above named"firm," Name Board,Commission or Committee N.A. 4. State the names of each employee or officer of a`consultant" for the City of Cor ius 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.A. FILING REQUIREMENTS If a person who requests 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,emplo, ee or baby that has been requested to act in the matter, unless the interest of the City official or employer~ in the matter is 'IF parent. The disclosure shall also be matte in a signed writing filed with the City Secretary. [ahics Ordinance Section 2-349(d)] CERTIFICAMON 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 inforaaaation requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: IPr Luis 1fuente Title: CM (10ORTIMIrcializatip and Outreadl Signature of Certifying �, hate: 3 / z � Person: — /, 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 than interest that is distinguishable f rom 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 riot as an, independent contractor. d. "Firm." Any entity operated, for economic gain, whether professional,, industrial or commercial, and whether established to produce or deal wvidt a product or service,, including but not limited to, entities operated in the form of sole proprietorship, as sclf-cmploy*cd person, partnership,corporation,joint stock company",joint venuare,,receivership or trust,and entities which for purposes of taxation,are treated aas non-pr o it orp,ani ations. e. "Official." The Mayor, members of the C:;ily 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 holdin s,or c�arrutrol o stablished through voting trusts, proxies.,or special,terms of venture or partnership ag;reenients." g. "OonsultanC Any person or limn, such as engineers mid a rchitecls, hired by the City of Corpus Christi for tltc purpose of professi �UUIUIUIUIUIUIUIUIUIUIUIUIUIUVIUIIIIIIIIIIUIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII � � N can O w MKA U '1�1 . � � o � N ., u °W tz IlllluiiiwNlUlMlMlUMIUM IMMOMM Mill CL 4i �L/ lluuuuu`° IIII .w 1 . 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LL. 0 D � a US 0 IT AGENDA MEMORANDUM Future Item for the City Council Meeting of October 29, 2013 1§52 Action Item for the City Council Meeting of November 12, 2013 DATE: October 14, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services DanB @cctexas.com (361) 826-3729 Gustavo Gonzalez, P.E., Director of Water Operations GustavoGo@cctexas.com (361) 826-1874 Engineering Monitoring Contract Nueces River Water Quality, Oso Creek Water Level & City of Corpus Christi Meteorological Monitoring 2013 CAPTION: Motion authorizing the City Manager, or designee, to execute Amendment No. 3 to the Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of $93,381.00, for a total restated fee of $456,642.00 for Nueces River Water Quality, Oso Creek Water Level & City of Corpus Christi Meteorological Monitoring 2013. PURPOSE: The purpose of this Agenda Item is to execute the amended contract for Nueces River Water Quality, Oso Creek Water Level & City of Corpus Christi Meteorological Monitoring 2013. BACKGROUND AND FINDINGS: The Watershed Monitoring Program consists of three parts: water quality monitoring, water level monitoring and meteorological monitoring. All data is available for public use through an interactive Watershed Monitoring website. There are three stations that monitor water quality parameters every six minutes and they are located at Wesley Seale Dam, San Patricio Estates, and Nueces River Pump Station. These stations are currently monitored by Water Quality. The City will work with Conrad Blucher Institute to turn this data into a dashboard with information that will aid operators at 0.N. Stevens Water Treatment Plant in making process decisions based on water quality upstream of the plant. There are three Oso Creek water level monitoring stations that are located in Oso Creek to gage river levels. These are monitored by our Storm Water Department and were installed to gage flooding events. The Corpus Christi Meteorological Stations are used to monitor weather conditions around the city including rainfall. The meteorological data increases efficiency of water consumption predictions. In February 2012, the City awarded CBI with an Amendment No. 1 Contract to initiate Watershed Monitoring Program with locations in Nueces River, Oso Creek, and Corpus Christi. The contract term of Amendment No. 1 is from March 1, 2012 to February 28, 2013. In March 2013, the City awarded CBI with an Amendment No. 2 Contract to continue the same Monitoring Program with a contract term of March 1, 2013 to July 31, 2013. This contract, Amendment No. 3, allows CBI to continue to maintain environmental monitoring stations and provide Watershed Monitoring services for the Nueces River, Oso Creek and the City of Corpus Christi. The contract term of this amendment is November 15, 2013 through July 31, 2014. If contract is approved, the first invoice from CBI may cover period beginning on August 1, 2013. ALTERNATIVES: 1. Execute the amended Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University- Corpus Christi as proposed. 2. Do not execute the amended Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University- Corpus Christi as proposed. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to statues regarding FY 2013-2014 Water Operating Budget EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: ®Operating ❑ Revenue ❑Capital ❑ Not applicable Fiscal Year Project to 2013-2014 Date Current Year Future Years TOTALS Expenditures Line Item Budget $363,261.00 $125,345.00 $488,606.00 Encumbered / Expended Amount $363,261.00 $363,261.00 This Item $93,381.00 $93,381.00 Future Anticipated Expenditures This Project $31,964.00 $31,964.00 BALANCE $0.00 $0.00 $0.00 Fund(s): Water Operating Comments: The amendment Contract for Monitoring Services will result in the expenditure of an amount not to exceed $93,381.00. RECOMMENDATION: City Staff recommends approval of Amendment No. 3 to the Contract for Monitoring Services with the Conrad Blucher Institute at Texas A&M University - Corpus Christi in the amount of $93,381.00, for a total restated fee of $456,642.00 for Nueces River Water Quality, Oso Creek Water Level & City of Corpus Christi Meteorological Monitoring 2013. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract PowerPoint Presentation PROJECT BUDGET Nueces River Water Quality, Oso Creek Water Level & City of Corpus Christi Meteorological Monitoring 2013 FUNDS AVAILABLE: Water Operating....................................................................................... $488,606.00 FUNDS REQUIRED: Original (TAMU-CC, Conrad Blucher Institute)*............................................... 92,355.00 Amend. No. 1 (TAMU-CC, Conrad Blucher Institute)**...................................... 224,794.00 Amend. No. 2 (TAMU-CC, Conrad Blucher Institute)***..................................... 46,112.00 Amend. No. 3 (TAMU-CC, Conrad Blucher Institute) (This contract)................... 93,381.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)............................. 10,274.00 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt)................................. 13,699.00 Finance................................................................................................... 5,708.00 Misc....................................................................................................... 2,283.00 TOTAL................................................................................................... $488,606.00 PROJECT BUDGET BALANCE.................................................................. $0.00 *Original Contract approved by City Council on August 30, 2011 by Motion M2011-187. **Amendment No. 1 approved by City Council on February 28, 2012 by Motion M2012-047. ***Amendment No. 2 administratively approved on April 17, 2013 M rQ`ect councilexhibits exh8443.dw EM u 1 . - //, / 1 / //.. ,�..:� �,.r-, / i(, ✓, i/ 1 l 1 iii �, /� I r / 1 Pr I . /��� � III � ��,�r�� „✓ l/ //' ll�Ol, , � �( r�r � � ;: �l r / / / r� /�/,,, � r J � ����,,�i/��/iii� ���/ ���/� f�/ ,r,✓, ,,'�'� ,, . �' � � / �,� // �%,/ ,iii/ J // �/,✓// G )%�, r. ;., / � ���� r, „/ ,,.✓/ r r/ r � / , , it METEOROLOGICAL STATIONS G+4"'ATEdR QUALITY STATIO'NS EM WATER LEVEL STATIONS CITY COUNCIL EXHIBIT NUECES RIVER WATER QUALITY, QSQ GREEK CITY OF CORPUS CHRISTI, TES WATER LEVEL & CITY OF CORPUS CHRISTI DEPARIME OF NOINEERING SEIMCE METEOROLOGICAL MONITORING 2093 PACE: 1 of 1 PROJECT#8443 ik CITY OF CORPUS CHRISTI AMENDMENT O. 3' CONTRACT FOR MONITORING SERVICES The City of Corpus Christi, Texas hereinafter called "CITY", and the Conrad Blucher Institute at Texas A&M University — Corpus Christi, hereinafter called "CBI," agree to the following amendment to the Contract for Professional Services for Nueces River Water Quallily, Oso Creek Water Level & Ci!y of Corpus Christi Meteorological Monitoring 2013 (Project No. 8443), as authorized and amended by: Original A/E Agreement August 30, 2011 Motion No. 2011-187 $92,3,55.00 Amendment No. I February 28, 2012 Motion No. 2012-047 $224,794.00 Amendment No. 2 April 1:7, 2013 Administrative Approval $46,112.00 • Exhibit "A". SECTION 11. SCOPE OF SERVICES shall be modified to include the additional tasks, as described in Amendment No. 3 Exhibit "A". • The original contract SUMMARY OF' FEES shall be modified and is attached as Amendment No. 3 Exhibit "A" for a revised fee not to exceed $93,381.00 (Ninety-Three Thousand Three Hundred Eighty One Dollars and Zero Cents), for a total restated fee not to exceed $466,642.00 (Four Hundred Fifty-,Six Thousand Six Hundred FoLtiL Two Dollars and Fero.Gli=nts). All other terms and conditions of August 30, 2011 contract and amendments between the City and CBI will remain in full force and effect. CITY OF COPUS CHRISTI TEXAS A&M UNIVERSITY-CORPUS CHRISTI Mark Van Vleck, P.E., (Date) L ry Lloydjr- (Date) Interim Assistant City Manager for Research "specialist 11 Public Works & Utilities Conrad Blucher Institute for Surveying and Science RECOMENDED Texas A&M University— Corpus Christi 6300 Ocean Drive, Unit 5799 Corpus Christi, Texas 78412 aniel, Bil'es, P E (361) 825-5759 Office En ring S e r of En e ring Services Larry.Ll d@tamucc.edu sta o nzalez P ct r of� t r p :4re 6, o,nzale P.d I Mate (G!usta o L4.') Pf Luis Cifuentas',"' (Date) a e 'fions Di Z�pera e President for Research, Commercialization Direct r of Water Vice and Outreach ENTERED APPROVED OCT J i3 R F c: V J. /1 2013 Office of Management and Budget (Date) -1 MANAUER CONIRAG ATTEST Project No: 8443 Fund Source No: 530000-4010-31501-8443 Fund Name: Water Operating Armando Chapa, City Secretary Encumbrance aLl KAENGINEERING DATAEXCHANGEWENNIFERMATEM8443 WNCON BAYOU MVERSION-SALINITY&FRESHWATER INFLOW MONITORING AMENOMENT NO. 31CONTRACnCONTRACT.DOCX Larry Lloyd Rv'wm' H T1,_'XAS A&M CONRADBLUCHER ......... UNIVERSITY INSTITUTE sw CORPUS CHRISTI FOR SURVEYING AND SCIENCF- Mr. Gabriel Ramirez 5 August, 2013 2726 Holly Rd. City of Corpus Christi Corpus Christi, TX 78415 Dear Mr. Ramirez: The statements of work covered herein are submitted to the City of Corpus Christi Water Department (CCWD) for consideration:. These statements wild constitute a fee for services rendered by the Conrad Blucher Institute for Surveying and Science (CBI) at Texas A&M University- Corpus Christi (TAMUCC). Included is an outline of our scope of work and budget to continue to maintain environmental monitoring stations in the Nueces, River, also Creek and within the City of Corpus Christi under. The following scope of work and budget will reflect an amendment to allow for continuation of the project. PROPOSED AMENDMENT FOR NUECES RIVER WATER QUALITY, OSO CREEK WATER LEVEL AND CITY OF CORPUS CHRISTI METEROLOGICAL MONITORING: 2013 SUMMARY Thirteen real-time environmental monitoring stations in the Nueces River, Oso Creek and the City of Corpus Christi will continue to be covered under this agreement. Station service includes exchange of water quality datasonide instruments with a freshly calibrated unit and factory recommended maintenance of water level and meteorological monitoring instrumentation. All monitoring stations will report a,ir temperature, wind speed, wind direction, liquid precipitation, barometric pressure and relative humidity. In addition to these parameters, water level stations will report water level and stage height and water quality stations will report water temperature, salinity, specific conductance, pH, dissolved oxygen and turbidity. All data will be available in graphical and tabular format on CBI's website (l_IL it rj IcbLtarnucc.edy) within one hour of the time data were collected. RESEARCH OBJECTIVES Nueces River Water Quality Monitoring Three water quality stations are located along the lower Nueces River at the Wesley Seale Dam (28- 2' 32" N 97' 52' 5"" W), Nueces River Estates (27* 56" 4"" N 97* 48' 8" W) and atthe Nueces River intake station (27' 52' 2" N 97' 38' 1" W). These stations consist of a Hach Hydrolab M55 dlatasonde, Vaisala WXT-520 weather transmitter, IP modem, Campbell Scientific CR1000 daltalogger, and photovoltaic power system and will report water temperature, salinity, AMEND. NO. 3 EXHIBIT "A" Page I of 7 Larry Lloyd Re�eaich SpeciAsi 11 S A T L. Conrad hhldler Nsdaalte f ax St&veying and Science CONRAD BLUC,HER NIVERSITY College ofSdence and LJ F coRpus INSTITUTE C HI FOR SURVEYING AND SCIENCE 6300 OCFV�Dmw, UNIF 5799 R HI CORPUS CHR1511,"I'MAS 78411, () •C 36u43 659,9 conductivity, pH, dissolved oxygen, turbidity, air temperature, wind speed, wind direction, liquid precipitation, barometric pressure and relative humidity. The Nueces River Water Quality stations assist the CCWD in more efficiently treating public water through the monitoring of the water quality, specifically the turbidity, entering the O.N Stevens Water Treatment Plant. Oso Creek Water Level Monitoring Three water level monitoring stations are located on bridges along the Oso Creek at Saratoga Rd., near Calle C�uermavaca (-27' 43" 18.26" N 97' 27' 28.55" W), Weber Rd. near Yorktown Blvd. (-27'41' 19.82" N 97* 25' 4536" W) and at Staples St. near Oso Pkwy. (-27' 39' 24.89°" N 97* 24" 5,89" W)l, These stations consist of a Campbell Scientific CS-475 radar water level sensor, Vaisal'a WXT-520 weather transmitter, I P modem, Campbell Scientific CR1000 datalogger, and photovoltaic power system and will report water level and stage height, air temperature, liquid precipitation, barometric pressure and relative humidity. Water level data will be reported in values relative to the NAVD88 datum. The Oso Creek water level stations will assist the CCWDin predicting water consumption rates and provide meteorological information to residents by measuring rainfall and water level. Corpus Christi Meteorological Monitoring Seven meteorological stations are located throughout the City of Corpus Christi at water Department, Parks and Recreation Department and Texas A&M University—Corpus Christi properties located at Up River Rd. near Rand Morgan (27*491' 55" N 97* 33' 5" W), Navigation Blvd. near Agnes St. (27'47' 18" N 970 27' 10" W), Holly Rd. near Everhart Rd. (27' 42" 12" N 97' 23" 13" W), Ocean Dr. at TAMUCC (27*42' 54" N 97* 19' 43" W), S.P.I.D. at Flour Bluff Dr. (27- 40' 31" N 97- 17' 44" W), San Dollar Ave. near Verclemar Dr. (27* 37' 33" N 97* 13' 13" W) and at the Niueces River pump station (27' 52' 4.2" N 97* 37' 54.5" W). These stations consist of a Vaisala WXT-520 weather transmitter, IP modem, Campbell Scientific CR1000 datalogger and a photovoltaic power system and reports air temperature, wind speed, wind direction, liquid precipitation, barometric pressure, and relative humidity. STATION SERVICE AND MAINTENANCE Nlueces River Water Quality Monitoring Regular site visits,will be made to each water quality station monthly during which the clatasoncles will be exchanged to prevent inaccurate data due to biofoulling. During the site visit, readings will be recorded from the old datasonde,which will then be replaced with a clean,, calibrated datasonde after which readings from the new datasonde will be recorded. Independent salinity readings will be taken with a refractometer and recorded. Maintenance to the station hardware including cleaning solar panels, and replacing damaged components will also be performed during regular site visits as needed. The weather transmitter on all water IAMEND. NO. 3 EXHIBIT "'A" Page 2 of 7 Larry Lloyd TEXAS A&M C d Blucher Institute(br Surveying and Scionce ON CoHege ofsdence and M UNWERSITY Wir C %7 RVIII OPPUS INSTITUTE (,300, DIMT,UNIT 979,9 Sbit CHRISTI FOR SURVEYING AND SCIENCE CORPUS CHRK11 IF-YA 784 0�6 8,75,5759 438.6j,4,j quality stations will also be cleaned and the component WXT-PTUSP will be replaced every two years as recommended by the manufacturer. Data from the weather transmitter will be recorded and the air temperature, wind speed and barometric pressure will be measured with an independent instrument and recoded during each site visit. Full inspections will be made annually during which the voltage output of every component on the power system will be checked, pictures of every station component will be taken and the desiccant will be replaced. Repair of damaged station components will be performed during regular service visits as needed and will be used in the event that a damaged station component prevents proper data collection or transmission. Scheduled site visits may be delayed due to foul weather, vehicle repair, flood conditions, etc. In the event that a service trip is delayed, every effort will be made to complete the scheduled site visit as soon as it is safe and feasible. A short summary of each site visit conducted will) be placed on the station's website and publically available at all times. Oso Creek Water Level Monitoring Regular maintenance to water level stations will be conducted every six months. Leveling by CBI will be conducted annually during a regular visit at each water level station to ensure accurate data is being reported. During a leveling site visit, a leveling gun will be used to accurately measure the horizontal and vertical distance between a fixed point and a point on the water level sensor so that the water level can be accurately reported from the NAVD88 datum. Leveling site visits will continually monitor and document any drift in the distance from the fixed point to the water level sensor so that correction can be made to the data if needed. A full annual inspection will also be made annually during a regular site visit during which the voltage output of every component on the power system will be checked, pictures of every station component will be taken, the sensor orientation will be checked and the desiccant will be replaced.The creek stage height directly below the sensor will also be measured and the stage offset value will be updated in the water level sensor. One emergency site visits have been budgeted to repair damaged station components as needed and will be used in the event that the damaged component prevents proper data collection or transmission. A short summary of each site visit conducted will be placed on the station's website and publically available at all times. Corpus Christi Meteorological Monitoring Regular maintenance to meteorological stations will be conducted every 12 months. One site visit has been budgeted by CBI to conduct a full inspection during which the voltage output of every component on the power system will be checked, pictures of every station component will be taken and the desiccant will be replaced. One emergency site visit have been budgeted to repair damaged station components as needed and will be used in the event that the damaged component prevents proper data collection or transmission. A short summary of each site visit conducted will be placed on the station's website and publically available at all times. LAM END. NO. 3 X I EXHIBIT "A" IT P pa e ,age:3 (of 7 Larry Lloyd Resealch speciahst H TEXAS A&M Conrid Medici Instinav for Suiveying and Science ,d UNWERSMY CONRAD BLUCHER Collcgo ol'Sdince and Engi Tice Ting N M Q it Rgqx��l CORPUS INSTITUTE 6,3oo,OCEDIN Diffi/L,t-h`41T9799 M CHRISTI FOR SURVEYING AND SCIENCE CORVUSCHRPS�11,TEXAS 7841.1 0 �6i.825-5759-C 361,438,"594 DATA COLLECTION Each real-time environmental monitoring station has its own webpage created within the website http://cbi.tamucc.edu. A custom computer program, written by staff at CBI, polls each station every six minutes. During a poll, averaged readings from the clatalogger will be requested. The averages are then placed into the CB1 database and reported on the station webpage so that each value will represent a six minute average. All data stored in the CBI database is publically available on the internet at littp://cbi.tam,ul:cc.edu and can be retrieved at any time. CBl staff performs a quality control check (QC) of all real-time data daily. During a QC, the data will be checked for missing transmissions and data anomalies such as readings outside of a feasible range, readings of a constant value, random spikes, etc. Data anomalies, suspect data, missed transmissions and other factors affecting the data will be posted as a: message on each station's webpage. INSTRUMENT CALIBRATION Hach Hydrolab MS5 Datasoncle Hach Hydrolab MS5s will be serviced and calibrated at a wetlab at TAMUCC. During calibration, the instrument will be placed in a known standard for each parameter and set to match its readings to that standard; all calibration standards used will be KIST traceable, All datasondes brought back from the field will have photographs taken of the sensors to document the amount of biofouling. The instruments will then be post-calibrated during which the readings for each parameter will be recorded in the same standard in which it was calibrated. The biofouling will then be removed and any maintenance recommended by the manufacturer will be performed. All calibration and post-calibration records will be avaiilable on the CBI website http:/Zcbi.tamucc.edu. An annual maintenance agreement with HydrotechZS will be purchiased, which will cover repair/refurbishment to damaged components on the instruments and an annual quality check including calibration of the temperature sensor. Documentation from the annual quality check will be retained at CBI and available upon request. Vaisala WXT-520 Weather Transmitter The Vaisala WXT-520 weather transmitter does not require a regular calibration. However, the replacement part WXT-PTUSP contains calibration data and will be replaced every two years as recommended by the manufacturer for accurate data collection. Campbell Scientific CS475 Radar Water Level Sensor The Campbell Scientific CS475 Radar Water Level Sensor does not require a regular calibration. However, the sensor will be checked for accuracy during annual inspections and will be sent [AMEND. NO. 3 , Ex:HiBIT ,A" IT Page 4 (of 7' Larry Lloyd R"'c'wh sp"6ah"� H TEXAS A&M. mm§d rerit Nii Sur,(,Nim� md Si��y!o, UNIVERSITY -oHicg'-�d Sti ncv'md FnglM 01 W, CONRAD BLUCHER 434 Twit, C Zpus INSTITUTE OP �VECHPJSTI FOR SURVEYING AND� SCIENCE () :,61 C f01-';H'('o';q back to the manufacturer for a quality check if the data provided by the sensor becomes suspect. REPLACEMENT PARTS,AND EQUIPMENT TAMUCC owns and insures the instrumentation and equipment purchased with funds from this project. In the case of damage, TAMUCC will repair or replace instrumentation as needed to ensure a continuous data collection record as long as enough funds are available. If not enough funds are available, the CC WD will be responsible for replacement or repair of instruments. Replacement equipment will be purchased for this project and kept in inventory until needed. If additional replacement equipment beyond what is kept in inventory is needed,every effort will be made by CBI and the CCWD to replace needed components. COLLABORATATIVE MONITORING This proposed installation and maintenance of environmental monitoring stations will be designed to provide data to support those research efforts currently being done by the CCWD and the Nueces River Authority (NRA). The CBI will work with staff at the CCWD and NRA to provide data, information, instructions, etc.that will help them gather the resources needed to conduct research. Should the need or occasion, arise where additional monitoring efforts are required, CBI will be in a position to support those efforts. SCHEDULE OF WORK AND FEE FOR SERVICES The Conrad Blucher Institute for Surveying and Science at Texas A&M University—Corpus Christi hereby agrees for the duration of November 15, 2013 through July 31, 2014 to perform all services necessary to install and maintain, environmental monitoring stations, as described in this proposal. The budget for November 15, 2013 through July 31, 2014 is $93,381 and is outlined below with this proposal. Operation and maintenance invoices will be sent on a quarterly basis. The total award amount will be billed in equal, monthly installments over the twelve month, period of this contract. A new proposal will be provided for each year of continuing service. AMEND. NO. 3 EXHIBIT "A" Pa ue 6 of 7 Larry Lloyd Research speci km tl TtXAS t "vnc 9 klirhr ds d= Swwying ` e T Colleg e rfS ience and ng un ir g NIVERI1Y CORPUS I 6300OCIA&V DFIVE,1.19vRS"5799 PSJR SURVEYING AND SCIENCE �rMUSC1IRM 'TEXAS 78,V2 361,82 5.5759 C 361 438-65q 4 -311144v�BUDGET SUMMARY TOTAL Salaries & Benefits $50,348 Travel Pool $1,736 Supplies $5,500 Other Expenses (IP modem fee, freight service $13,700 warranty) Indirect $22,098 TOTAL $93,381 AMEND. NO. 3 EXHIBIT "A"' Page 6 of 1 NUECES RIVER WATER QUALITY,OSO CREEK WATER LEVEL& CITY OF CORPUS CHRISTI METEOROLOGICAL MONITORING 2013 SUMMARY OF FEES ORIGINAL AMEND.NO.1 AMEND.NO.2 AMEND.NO.3 TOTAL CONTRACT 1 Salaries&Benefits $60,181.00 $85,860.00 $22,340.00 $50,348.00 $218,729.00 2 E ui ment/Maintenanoe 11,350.00 63,640.00 0.00 0.00 74,990.00 3 Travel Pool 7,175.00 5,540.00 1,510.00 1,735.00 15,960.00 4 Supplies 1,800.00 38,800.00 5,000.00 5,500.00 51,100.00 5 Other Expenses 0.00 14,100.00 6,350.00 13,700.00 34,150.00 6 Indirect 11,849.00 16,854.00 10,912.00 22,098.00 61,713.00 TOTAL 92,355.00 224,794.00 46,112.00 93,381.00 456,642.00 08/30/11 02/28/12 04/17/13 M2011-187 M2012-047 Admin Approval M2013- AMEND. NO. 3 EXHIBIT"A" Page 7 of 7 SUPPLIER NUMBER TO BE ASSIGNED BY C1TT- o PURCHASING DIVISION City p CITY OF CORPUS CHRISTI 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, Certifications and definitions. Texas A&M University—Corpus Christi COMPANY NAME: Conrad Blucher Institute for Surveying and Science P.O.BOX: STREET ADDRESS: 6300 Ocean Drive,Unit 5799 CITY: Corpus Christi ZIP: 78412 FIRM IS: 1. Corporation ® 2. Partnership 8 3. Sole Owner ❑ 4. Association S. 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. 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 N.A. 3. State the names of each`board member"of the City of Corpus Christi having an"ownership interest"cotsrifiding 3%or more of the ownership m the above named `firm." Name Board,Commission or Commium N.A. 4. State the names of each employee or officer of a`consultant" for the City of Corpus Christi who wodwd 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.A. FILING REQUIREME NT If a person who requests 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 tile. 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,emplo ce or body that has been requested to act in the matter, unless the interest of the City off rcial or employee in the matter is a parent. The disclosure shall also be made in a signed writing filed with the City Secretary. [ ihics 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 withlaeld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi Texas as changes occur. M. Luis Cifuentes Certifying Person- President fnc Elocaamh, Title: AwnwItardalizatign anid Outreach Signature of Certifying hate. 3- / Z . Person: - 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 benefif.. 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 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 establishexl to produce.or deal with, a product or serice, including but not limited to, entities a crated in the form of sole proprietorship,, as self- mployed person, partnership,corporation,joint stock company,joint venture,,receivership,or trust,and entities wwfhich for purposes of taxation are treated as non-profit organi actions. e. "Official." The Mayror, members of the City Council, City Manager Mputy City 'tanager, Assistant Cit37 Managers, Department and Division Heaads� and Municipal Court Judges ofthe City ofCorpus Christi,Texas. f "Ownership Interest." Ugzal or equitablee interest, whether actually or constructivOy° held, in a firm, including when such interest is held through, an agent.), trust,, estate', or hotdi.ng 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 ky the City of Corpus Christi for the purpose,of profcssional consultation and recommendation. �UUIUIUIUIUIUIUIUIUIUIUIUIUIUVIUIIIIIIIIIIUIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII c� N MKA � •� 4� N 16.4 U O 4 cl� U M or-.4 v O o � o � N � 16.4 U •� U16.' 0 16.4 o U � V 16.4 c R R � tz IlllluiiiwMIUMMUMIUM IMMOMM Mill _ @�a y U) cv CL L v, Illll�ww� T^ VVIVIIIIIIIVIVIVIVIImummuummuumuuuumuuo _ U � c C ° ct r-4 ct C.) s.-. 4-; ct U r ,� cn � m 5 ct � m •w--' � a� O � ct V O C co U p a� o U , c}, O 0 O +-+ O ) tC . ct ct ct N 4-1 ct a) bA cn � bA 4-j ct Ct cn m cn 0 t v +j t ct ct O b�A ct ct ct Ct 4-j ct Ct ct 4 � O U ct ct ct 4-1 ct ct 4-1 Ct ct ct ct ct ct •� O ct ct ct ct ct O Yuuuuuui �ummuuuuuuiuiuiuiuiuiuiuiuiuiuuiuiuiuiuiuiuiuiu � � IIIIIIIIIIIIIIIiIW co CL v, c� � IIIIIIIIIIII u IW IVVU I i o iioi�uouiuloloioioioio oio oio mil U0 ca CA CA r r' • Il fir°N j.�p � �°i� �., it � ,� � Ali � � u � ��✓ r F� r 1 Y r W � 1 f 1 jy U Yuuuuuui �ummuuuuuuiuiuiuiuiuiuiuiuiuiuuiuiuiuiuiuiuiuiu � � IIIIIIIIIIIIIIIiIW CL c� � IIIIIIIIIIII u IW IVVU Iii o iioi�uouiuioioioioioio oio oio mii r� ��I 3 N V M 3 - V • O � � o L N a • a Ln CL L G E d / LL O Z _ • • �V 0 E d 0 N W > V Z •� O a Yuuuuuui �ummuuuuuuiuiuiuiuiuiuiuiuiuiuuiuiuiuiuiuiuiuiu jjl � � IIIIIIIIIIIIIIIiIW C v, 0 � IIIIIIIIIIII u IW IVVU Iii o iioi�uouiuioioioioioio oio oio mii O O O O O O O O O O O O O O O O O CO C7 ti � � (D E _ ti O IT 'T N O C) f..l..' O V ° � N 06 cy-) O O . O > O O N N O M O CY.) c L— N 0 O O N C14 C14 W O U '0 t Cy-) M — N N N LL Q O O U :tf O 7C3 W Z3 cn cn U) O — (�{ N •U > O •• �. � L L L � O L t. w w w O Q 70 70 70 0- LLI L N > N M U m o 0 o Z � 7C3 U U U Q 7C3 > U U U Q Z J D Q E m U V U U U 0 Q :5 :5 :5 Q W C) W N a wUQQQ o i oz° J O » H H H jOt Q N O E m 00 O N a Q z z z U U E 70 L U LLI � C D O D c -0 Q E LL.LL O E E E p a Q Q Q Q Q H �E AGENDA MEMORANDUM �oaPOwR ko First Reading Ordinance for the City Council Meeting of October 29, 2013 2852 Second Reading Ordinance for the City Council Meeting of November 12, 2013 DATE: October 15, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police floydspcctexas.com 886-2604 Ordinance designating the City as designated caretaker of impounded animals CAPTION: Ordinance amending section 6-1(a) "definitions" by adding the definition of designated caretaker; amending section 6-103(g)(1) "Dispositions of animals" of the Corpus Christi Code by designating the City as designated caretaker of impounded animals; providing an effective date; providing for severance; and providing for publication. PURPOSE: Vaccination of animals on intake into the shelter is critical to avoid disastrous outbreaks of disease. BACKGROUND AND FINDINGS: Failure to vaccinate upon intake is poor shelter management. The standard of care requires vaccination prior to or immediately upon impound in order to prevent the spread of disease. According to a recent article in the UC Davis Veterinary Medicine Journal, Chicago animal control lost hundreds of dogs to canine distemper, a problem that was largely corrected by switching to vaccination upon intake. Some might say that over-vaccination of an owned-animal that has already been vaccinated might be risky. However according to the article, the risk of an unvaccinated animal contracting and spreading a potentially fatal illness in most shelters is much greater than the risk of the actual vaccination itself. In August 2013, the Texas State Board of Veterinary Medicine established new criteria requiring that an animal shelter may no longer vaccinate upon intake unless the Veterinarian has a personal relationship with the animal or the City Ordinance specify that vaccinations are to be facilitated on intake of an animal. It is not possible for our in-house vet, Dr. Melissa Draper, DVM to see each animal upon intake, due to short staffing and her surgery schedule. Animal Care Services is requesting this ordinance be initiated in order to keep the spread of disease under control. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends passing the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance. Ordinance Amending section 6-1(a) "definitions" by adding the definition of designated caretaker; amending section 6-103(g)(1) "Dispositions of animals" of the Corpus Christi Code by designating the City as designated caretaker of impounded animals; providing an effective date; providing for severance; and providing for publication BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Section 6-1(a) is revised to read as follows: Dangerous animal means: (1) Any animal that, without provocation, scratches, bites, or attacks and injures any human being within the city and that occurs in a place other than an enclosure in which the animal was being kept.and which enclosure was reasonably certain to prevent the animal from leaving the enclosure on its own. (2) Any animal that, without provocation, scratches, bites, or attacks and injures or kills a domesticated animal and that occurs in a place other than an enclosure in which the animal was being kept and which enclosure was reasonably certain to prevent the animal from leaving the enclosure on its own. (3) Any animal that, without provocation, commits acts in a place other than an enclosure in which the animal was being kept and which enclosure was reasonably certain to prevent the animal from leaving the enclosure on its own and those acts cause a person to reasonably believe that the animal will attack and cause bodily injury to that person. Designated caretaker means the person or entily with the s ecific authority to care for an animal. Dog means a domesticated member of the Canidae (canine) family, other than a coyote, dingo, fox, jackal, wolf, wolf hybrid, or other prohibited animal. SECTION 2. Section 6-103 (g) (1) is revised to read as follows: (g) Disposition of animals. (1) Immediately upon impoundment, the ci1y is the designated caretaker of impounded animals. Except as provided in subsections (c) and 0) of this section, and certain livestock as provided for in this paragraph, impounded animals not redeemed by their owner within three (3) working days following impoundment become the property of the city and may be placed for adoption in a suitable home or with any nonprofit association organized for the protection and welfare of animals, sold under section 17-4 of the Code of Ordinances, or humanely euthanized. Prior to the disposition of any livestock excluding goats and sheep, notice must be posted for a ten-day period at the county courthouse, city hall, and the city animal shelter upon the expiration of three (3) working days from the date of impoundment of the livestock. Upon the expiration of the ten-day notice period, the city may dispose of the livestock in the same manner as other unclaimed animals. SECTION 3. The effective date of this ordinance is the date of final City Council approval. SECTION 4. 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 hereof be given full force and effect for its purpose. SECTION 5. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of , ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor �V70 0 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of October 29, 2093 Second Reading Ordinance for the City Council Meeting of November 12, 2093 .DATE: 9130/2013 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health AnnetteR @cctexas.com 361-826-7203 Women, Infants and Children (WIC) grant FY 13-14 Approval of grant award and appropriation of funds CAPTION: Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $447,758.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program; and to ratify acceptance of the grant to begin as of October 1, 2013. PURPOSE: The Women's, Infant and Children's Grant allows the Health District WIC division to educate and help improve the diets of infants, children, and pregnant, postpartum, and breastfeeding women who are eligible for the program through low income and nutrition- related risks. BACKGROUND AND FINDINGS: The special supplemental nutrition program for women, infants, and children (WIC) is a health and nutrition program that improves the diets of infants, children, and pregnant, postpartum, and breastfeeding women who are eligible for the program through low income and nutrition-related risks. This item approves a contract with the Department of State Health Services to provide services at the Corpus Christi-Nueces County Public Health District to over 5,000 low income women, infants, and children per month. The contract will begin on 10/01/2013 through 03131/2014. No matching funds required. ALTERNATIVES: Discontinue WIC Program at the Corpus Christi-Nueces County Public Health District OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY I NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Finance-Federal Grants and office of management and budget FINANCIAL IMPACT: X Operating © Revenue o Capital n Not applicable Project to Date Fiscal Year: 20'11- Expenditures 2012 (CIP only) Current Year Future Years TOTALS Line Item Budget $ 447,758 $ 447,758 Encumbered I Expended Amount This item BALANCE $ 447,758 $ 447,758 Fund(s):1066 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Ordinance 2014-645103 NSSIWIC Local Agency Contract DEPARTMENT OF STATE HEALTH SERVICES This contract, number 2014-045 103 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) (Contractor), a Government Entity, (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments, 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is$447,758.00, and the payment method(s)shall be as specified in the Program Attachments. 3. Funding Obligation, This Contract is contingent upon the continued availability of funding. If furrds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict,reduce,or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 10/01/2013 and ends on 0313112014. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract(this document) b. Program Attachments: 2014-045103-001 NSS/WIC LOCAL AGENCY c. General Provisions (Sub-recipient) d. Solicitation Document(s), and e. Contractor's response(s) to the Solicitation Document(s). f. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 92648-1 7. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document,if any. 8. P_ ayee• The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: CITY OF CORPUS CHRISTI Address: PO BOX 9277 CORPUS CHRISTI,TX 78469-9277 Vendor Identification Number: 17460005741027 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. 92W-1 By signing below, the Parties acknowledge that they have read the Contract and agree to its terns, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) By: By: Signature of Authorized Official Signature Date Date Evelyn Delgado Printed Name and Title Assistant Commissioner for Family and Community Health Services Address 1100 WEST 49TH STREET AUSTIN,TEXAS 78756 City, State, Zip 512.776.7321 Telephone Number Evelyn.Delgado@dshs.state.tx.us E-mail Address for Official Correspondence 92698-1 CONTRACT NO.2014-045103 PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. 0000399295 CONTRACTOR: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) DSHS PROGRAM; NSS/WIC LOCAL AGENCY TERM; 10/0 1/2013 THRU. 03/31/2014 SECTION I. STATEMENT OF WORK: Contractor shall administer the Department of State Health Services (DSHS) Special Supplemental Nutrition Program for Women, Infant, and Children (WIC) to provide supplemental food instruments, nutrition education, and counseling to enhance good health care at no cost to low-income pregnant and postpartum women, infants and children identified to be at nutritional risk. Contractor shall: A. Perform professional, administrative and clerical services necessary to determine eligibility, provide food instruments, and provide appropriate nutrition education and counseling to qualified women, infants and children in a specified geographic area, Contractor shall ensure adequate staff coverage and uninterrupted delivery of services. Services shall be performed according to the statutes, rules, policies, and directives of DSHS Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) and/or as directed by the United States Department of Agriculture (USDA) as referenced in this Program Attachment. During the term of this Program Attachment, USDA may issue regulations, instructions, policies and/or directives, which may be incorporated into the DSHS WIC Program Policy and Procedures Manual and program rules. B. Provide services within the state boundaries of Texas and in the approved clinic locations described in Contractor's application. C. Assist DSHS or USDA in the collection of data that will identify benefits of this nutrition intervention program and furnish financial, health, nutrition education and any other special reports in a timely manner as required by DSHS WIC Program's written rules and policies for the compilation of such data. D. Determine eligibility of applicants through assessment of their categorical income, residence and nutritional status, and provide nutrition education and counseling to eligible participants. E. Appoint a Contractor WIC Director/Supervisor. F. Train Contractor's Local Agency staff. PROGRAM ATTACHMENT—Page 1 G. Submit the following reports/plans by the due date: 1. Monthly Incentive Funding Summary Report by the 15th day of the following month; and 2. WIC Local Agency Performance Measure Report by the 15ti` day of the following month. H. Conduct outreach to potential participants. I. Complete surveys as requested. J. Within five days of receiving a DSHS request for a Vendor Evaluation, Contractor shall contact vendor applicant to set up an appointment to conduct the evaluation. Contractor shall conduct on-site evaluation, completing WIC Vendor Evaluation Forms and fax/return forms to the DSHS no later than one business day after the on-site evaluation. K. Determine participants' access to health care,medical care and other human services, and make appropriate referrals. Contractor shall have a system in place to provide participants with appropriate health services or make appropriate referrals to health care providers under written agreements that ensure confidentiality of participants' personal information. L. Issue pre-numbered food instruments furnished by DSHS to qualified participants who shall use such instruments to obtain specified food items froin participating vendors; maintain complete accountability and security of all food instruments received from DSHS. Contractor shall be held financially responsible for all unaccounted for food instruments and/or for the redeemed value of those issued to ineligible participants. In addition, Contractor shall be held financially liable for issuance of infant formula instruments that are not authorized or prescribed according to the WIC Policy and Procedures Manual. M. Permit DSHS or its agent to install a Very Small Aperture Terminal (VSAT) or equivalent telecommunications equipment at all Contractor WIC climes and administrative offices using Texas-WIN software on a Network or stand alone personal computer. Installation at all Contractor permanent WIC sites is required. VSAT or other telecommunications equipment installations for new sites or sites moving from one location to another requires a minimum of 45 days notice. N. Connect portable computers (notebook or laptop) that use Texas-WIN software daily to a (VSAT) or other DSHS provided-telecommunications access point to transfer data to and receive updates from DSHS. Daily is defined as Monday — Friday and Saturday if WIC services are provided. Portable computers may go to any of the Contractor's permanent WIC sites for data transfer. PROGRAM ATTACHMENT—Page 2 O. Review the immunization records of WIC Program applicants/participants to ensure that immunizations are current. Make appropriate referrals to health care providers for necessary immunizations. P. Offer services during extended hours of operation outside the traditional times of 8:00 a.m. to 5:00 p.m., Monday through Friday, according to the Contractor's Annual Plan of Operations as approved by DSHS and incorporated by reference in this Program Attachment. Q. Implement or expand Contractor's Breastfeeding Peer Counseling program to provide training and salary of peer counselors who assist pregnant and breastfeeding WIC participants in normal breastfeeding situations. Funding for this activity will be contingent on availability and written approval by DSHS. R, Implement special projects according to DSHS-approved plan related to nutrition education, outreach or breastfeeding if project is requested by Contractor and approved by DSHS. Funding for special projects is contingent upon availability and approval in writing by DSHS of the Contractor's plan for the special project. S. Implement lactation services for WIC participants who have breastfeeding problems that are beyond the expertise of Contractor's local WIC staff and/or peer counselors using International Board Certified Lactation Consultants or the most qualified equivalent. Lactation services may also include Contractor's Local WIC Agency staff training and the provision of lactation equipment. DSHS will provide written approval of Contractor's plan to use lactation funding. Contractor's plan shall include qualifications of any non-board certified lactation consultant, which is included in the proposal. T. Ensure adequate staff coverage and uninterrupted delivery of WIC services if any member of Contractor's staff is approved in writing by DSHS to participate in the DSHS Dietetic Internship program. This internship will consist of no less than 1200 hours of supervised learning experiences in a variety of nutrition-related facilities and will prepare Contractor's selected staff member to better meet the needs of WIC participants. U. Stock DSHS-provided manual pumps, single-user electric breast pumps and multi-user electric breast pumps, collection kits, and purchase additional sized flanges. Distribute the appropriate pumps, kits, and/or additional sized flanges to eligible WIC participants. During the term of this Program Attachment, DSHS reserves the right to withhold payment if Contractor fails to accurately complete and submit breast pump receiving reports within three(3)business days of receiving a DSHS breast pump delivery. V. Implement or expand Contractor's use of a Registered Dietitian (RD) who is registered with the Commission on Dietetic Registration to provide for Contractor that includes, but not limited to: assistance with quality assurance, staff training, assistance with the Annual Nutrition Education and Breastfeeding plan, individual counseling for high-risk participants, and facilitated discussion classes. PROGRAM ATTACHMENT—Page 3 Contractor shall comply with all applicable federal and state laws, rules, regulations, standards, and guidelines in effect on the beginning date of this Attachment as amended, including, but not limited to: 1. Uniform Federal Assistance Regulations, 7 CFR Parts 15, 15a, 15b, 246, 248, 3016, 3017 and 3018; 2. WIC Program and Farmers' Market Nutrition Program Rules, 25 Texas Administrative Code, §§ 31.11-31.37; and 3. Child Nutrition Act of 1966, as amended, 42 USC 1786. The following documents are incorporated by reference and made a part of this Program Attachment: 1. DSHS Standards for Public Health Clinic Services, revised August 2004, Or latest revision; 2. USDA Food and Nutrition Service(FNS) Guidelines; 3. USDA FNS Instructions issued under the FNS Directives Management System; and 4. Current WIC Policy and Procedures Manual. Within thirty (30) days Of receipt of an amended standard(s) or guideline(s), Contractor shall inform DSHS, in writing, if it shall not continue performance under this Program Attachment in compliance with the amended standard(s) or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. All activities related to WIC, including timefiames, budget, and any revisions shall be approved by DSHS. SECTION II. PERFORMANCE MEASURES The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the other terms of the contract. Contractor shall ensure: 1) An average of 95% of families a quarter who participate in DSHS WIC Program by receiving food instruments shall also receive nutrition education classes or individual counseling services to coincide with food instrument issuance; 2) Of all pregnant women who enter DSHS WIC Program, an average of 20% a quarter shall be certified as eligible during the period of the first trimester of their pregnancy; 3) An average of 85.5% Of clients a quarter who are enrolled in the DSHS WIC Program, excluding dual participants, transfer locked and/or migrant clients, shall participate as food instrument recipients each month (breast-feeding infants are also included in the client count); and PROGRAM ATTACHMENT—Page 4 4) 98% of participants who indicate during the enrollment process for the DSHS WIC Program that they have no source of health care shall be referred to at least one (1) source of health care at certification of eligibility. Contractor shall submit the WIC Local Agency Performance Measure Report which describes Contractor's efforts towards meeting performance measures. The report shall be in an approved format as provided by DSHS, and shall be completed and submitted to DSHS within fifteen (15) calendar days after the end of each month. SECTION 111. SOLICITATION DOCUMENT: NIA SECTION IV. RENEWALS: DSHS may renew this contract for one renewal period if funds are available. SECTION V. PAYMENT METHOD: Cost reimbursement SECTION VI. BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and Financial Status Reports (FSR) and submit by electronic mail to DSHS Contract Development and Support Branch at WieVouchers @dshs.state.tx.us SECTION.VII. BUDGET: SOURCE OF FUNDS: CFDA# 10.557.001; 10.557.013 DUNS NUMBER: 069457786 All categories of costs billed to DSHS WIC Program, and allocation of such costs, shall be in accordance with the "Plan to Allocate Direct Costs" (PADC) submitted by Contractor and approved by the DSHS WIC Program. This document is incorporated herein by reference and made a part of this Program Attachment. Total reimbursements will not exceed: $447,758.00. SECTION VIII. SPECIAL PROVISIONS: General Provisions, Compliance and Reporting Article I, Section 1.07, Statutes and Standards of General Applicability, is hereby amended to include the following: Contractor shall comply with all provisions required by implementing the regulations of the Department of Agriculture, 7 CFR Part 246, 248; Department of Justice Guidelines for Enforcement of Title VI, Civil Rights Act of 1964; 28 CFR § 50.3 and 28 CFR Part 42; and Food & Nutrition Service (FNS) directives and guidelines, to the effect that no person will, on the grounds of race, color, national origin, sex, age, or disability be PROGRAM ATTACHMENT—Page 5 excluded from participation under any program or activity for which Contractor receives federal financial assistance from FNS; and hereby gives assurance that it shall immediately take measures necessary to implement this Program Attachment. Contractor shall compile data, maintain records and submit reports, as required, to permit effective enforcement of the nondiscrimination laws and permit authorized USDA and State of Texas personnel, during normal working hours, to review such records, books, and accounts as needed to ascertain compliance with the nondiscrimination laws. The Department of Agriculture, Food and Nutrition Service (USDA), has the right to seek judicial enforcement if Contractor violates any nondiscrimination laws. This Assurance is binding on Contractor, its successors, transferees, and assignees, as long as they receive assistance or retain possession of any assistance from the Department of Agriculture. The person or persons whose signatures appear on the Core Contract are authorized to sign this Assurance on behalf of Contractor. Contractor shall comply with all of the requirements of the current WIC Policy and Procedures Manual and Program rules as well as state and federal laws and amendments governing or regulating the WIC Program. A copy of the current WIC Policy and Procedures Manual has been made available to Contractor. The WIC Policy and Procedures Manual, and all revisions made to the WIC Policy and Procedures Manual are incorporated into this Agreement by reference. Contractor has a duty to remain familiar with the contents within the WIC Policy and Procedures Manual. Contractor is responsible for ensuring that employees or agents acting on behalf of Contractor comply with all of the requirements of the WIC Policy and Procedures Manual, Program rules and all state and federal laws and amendments governing and regulating the WIC Program. General Provisions, Payment Methods and Restrictions Article IV, Section 4.01, Payment Methods, is hereby modified to include the following paragraphs: The participant caseload will be assigned by DSHS by giving written notice to Contractor. The participant caseload is subject to change upon written notice to Contractor from DSHS with Contractor's concurrence. Contractor assumes liability for all food costs resulting from Contractor exceeding its assigned caseload. The number of individuals served in excess of assigned caseload are not to be included in the calculation of earned administrative funds as described below. DSHS will reimburse Contractor for administrative costs incurred when determining eligibility, providing appropriate nutrition education and counseling, issuing food instruments, making participant referrals, vendor evaluation, outreach, start-up costs and general administrative support. Administrative costs will be reimbursed based on actual costs, but not to exceed the "maximum reimbursement" set out below, based upon the sum of the participants who actually receive food instruments each month plus infants who do not receive any food PROGRAM ATTACHMENT—Page 6 instruments whose breastfeeding mothers were participants to the extent that the total so derived does not exceed Contractor's total assigned caseload within any given month. Surplus funds (the amount by which maximum reimbursements exceed actual costs) can be accumulated and carried forward within the Program Attachment term. Surplus encumbered by September 30 shall be billed and vouchers received by DSHS no later than sixty(60) calendar days following the term of the Program Attachment. PARTICIPANTS SERVED PER MONTH MAXIMUM REIMBURSEMENT: During the term of the Program Attachment, Contractor shall earn administrative funds at the rate of$12.34 for each participant served as defined above. DSHS may pay for additional goods or services as specified in this Attachment if provided by Contractor during the term of this Attachment (but not otherwise paid during the term of this Attachment) if it is in the best interest of DSHS to do so, and funds are available. The Contractor will be notified if a change in funding occurs and will have thirty (30) days to provide written notice to the DSHS if it intends to terminate this Program Attachment. Contractor agrees that: (1) Contractor shall identify and document separately not less than 19% of total administrative costs as expenditures directly related to nutrition education and counseling. Nutrition education and counseling expenditures shall be supported by documentation of participant attendance or non-attendance within the DSHS WIC Program. (2) DSHS will reimburse Contractor for administrative expenses at a rate not greater than 5.26 times the amount of properly documented expenditures for nutrition education and counseling, but not more than is earned based on actual participation not to exceed Contractor's assigned participant caseload, plus any incentive funds allocated to Contractor by DSHS. (3) DSHS will limit (cap)reimbursement of Contractor's indirect costs at twenty (20) percent applied to Contractor's total direct salaries plus benefits reimbursed by DSHS. (4) DSHS will identify annually to Contractor an amount of funds that shall be spent for breastfeeding promotion. The allocation of breastfeeding funds to Contractor will be based on Contractor's proportional share of the statewide combined total of pregnant and breastfeeding participants as reported to DSHS WIC Program. (5) DSHS WIC Program also reserves the right to withhold a proportionate amount of earned administrative funds when evidence exists that nutrition education and/or PROGRAM ATTACHMENT—Page 7 breastfeeding promotion is not being provided by Contractor, or Contractor is not complying with the provisions of USDA and/or DSHS directives. (6) DSHS reserves the right to utilize a competitive offering for the award of any future contracts at the end of the term of this Program Attachment. (7) DSHS may amend or terminate this Program Attachment if available funds become reduced, depleted, or unavailable during the term of the Program Attachment to the extent that the WIC Program, is unable to provide administrative funding at the rate(s) stated in this Program Attachment. DSHS will provide written notification to Contractor of such fact. (8) DSHS may pay for additional services as specified in this Program Attachment if provided by Contractor during the term of this Program Attachment (but not otherwise paid during the term of this Program Attachment) if it is in the best interest of DSHS and DSHS WIC Program to do so. If Contractor exceeds the amount of earned administrative funds as stated above, Contractor shall continue to bill DSHS for the services provided. If additional funds become available at a later date for the provision of these services, DSHS WIC Program may pay Contractor a share of these funds. (9) DSHS may provide incentives to Contractor's Local WIC Agencies for participants who are provided WIC services outside the normal traditional hours to the extent that federal funding is available. (10) During the term of this Program Attachment, DSHS may adjust the base reimbursement rate as defined in this Program Attachment if it is in the best interest of DSHS and the DSHS WIC Program and if administrative WIC Grant funds change. Contractor shall indicate separately on the face of the claim for reimbursement (State of Texas Purchase Voucher, Form B-13) the costs associated with nutrition education, breast-feeding, and other administrative costs. General Provisions, Payment Methods and Restrictions Article IV, Section 4.02, Billing Submission is amended to include the following: Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s) or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Contractor shall submit quarterly Financial Status Reports (FSRs) to DSHS by the last business day of the month following the end of each quarter of the Program Attachment term for Department review and financial assessment. Contractor shall submit the final FSR no later than sixty(60)calendar days following the end of the applicable term. PROGRAM ATTACHMENT—Page 8 General Provisions, Payment Methods and Restrictions Article IV, Section 4.04, Working Capital Advance, is not applicable to this Program Attachment. However, Contractor will be allowed the option of receiving a two (2) month cash advance in accordance with WIC Program Policy and Procedures. General Provisions, Records Retention Article VIII, Section 8.01, Retention shall be replaced with the following: Recordkeeprng requirements. Contractor shall maintain full and complete records concerning Program operations. Such records shall comply with 7 CFR Part 3016 and the following requirements: (1) Records shall include, but not be limited to, information pertaining to financial operations, food delivery systems, food instrument issuance and redemption, equipment purchases and inventory, certification, nutrition education, civil rights and fair hearing procedures. (2) All records shall be retained for a minimum of three years following the date of submission of the final expenditure report for the period to which the report pertains. If any litigation, claim, negotiation, audit or other action involving the records has been started before the end of the three-year period, the records shall be kept until all issues are resolved, or until the end of the regular three-year period, whichever is later. If USDA deems any of the WIC program records to be of historical interest, it may require DSHS or the Contractor to forward such records to the USDA whenever either entity is disposing of them. (3) Records for nonexpendable property acquired in whole or in part with WIC program funds shall be retained for three years after its final disposition. (4) All records shall be available during normal business hours for representatives of the USDA, DSHS and the Comptroller General of the United States to inspect, audit, and copy. Any reports or other documents resulting from the examination of such records that are publicly released may not include confidential applicant or participant information. General Provisions, Notice Requirements Article X, Section 10.01, Child Abuse Reporting Requirement, is hereby amended to include the following: If Contractor chooses to interview a client to determine if an affirmative defense to prosecution exists, as defined by DSHS, which would allow them under the DSHS policy to not make a report of child abuse, the Contractor shall conduct these interviews in the following manner: • For ineligible clients, the interview shall be conducted after the entire WIC visit is done. For eligible clients, the interview may occur at the point in time when all WIC activities, including communication of eligibility and individual counseling, are completed with the exception of food instrument issuance. • The interview shall be conducted only by a competent authority or a supervisor and in a confidential setting. PROGRAM ATTACHMENT—Page 9 • Prior to asking the client any questions, the interviewer shall inform the client that the questions have no bearing on the client's WIC eligibility and receipt of services. General Provisions, General Business Operations of Contactor Article XII, Section 12.02, Management and Control Systems, Item a is not applicable to this program attachment;Item c is replaced with the following: c) effective internal and budgetary controls; determination of reasonableness, allowableness, and allocability of costs; timely and appropriate audits and resolution of any findings. General Provisions, General Business Operations of Contractor Article XII, Section 12.06, Overtime Compensation, is not applicable to this Program Attachment. General Provisions, General Business Operations of Contractor Article XII, the last three sentences of Section 12.20,Equipment, are not applicable to this Program Attachment. General Provisions, General Business Operations of Contractor Article XII, Section 12.23, Property Inventory and Protection of Assets, is amended to include the following: Contractor shall maintain an inventory of reportable capital assets placed in the custody of the Contractor by DSHS. Contractor shall conduct an annual inventory for each administrative and .clinic site and submit to DSHS Property Management in a format and upon a delivery date designated by DSHS. Contractor shall administer a program of maintenance, repair and protection of assets under this Contract so as to assure their full availability and usefulness. In the event Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assess provided under this Contract, it shall use the proceeds to repair or replace said assets. General Provisions, General Business Operations of Contractor Article XII, Section 12.26, Property Acquisitions, is not applicable to this Program Attachment. General Provisions, General Terms Article XIII, Section 13.15, Amendment, is replaced with the following: The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract. Parties agree that this attachment may be amended during its term by Letters of Amendment to reflect funds awarded for special projects and to more accurately align the total Not To Exceed amount with funds the contractor may earn by contract performance. All other amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request, to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as PROGRAM ATTACHMENT—Page 10 otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods, services, work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term, covenant, or condition of this Contract unless by amendment or otherwise in compliance with this Article. PROGRAM ATTACHMENT—Page I I TEXAS DEPARTMENT OF STATE HEALTH SERVICES CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS.LOANS AND COOPERATIVE AGREEMENTS The undersigned certifies,to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or an employee of any agency, a member of Congress,an officer or employee of Congress,or an employee of it member of Congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,amendment,or modification of any federal contract,grant,loan,or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress,or an employee of a member of Congress in connection with this federal.contract, grant. loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants, loans and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U,S, Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less that$10,000 and not more than$100,000 for each such failure. Signature Date Print Name of Authorized Individual 2014-045103 Application or Contract Number CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) Organization Name CSCU#EF29-12374-Revised 08.10.07 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION For Fiscal Year (FY14) The certifications enumerated below represent material facts upon which DSHS relies when reporting Information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies In accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certy all of the statements contained in this section Signor must Provide written notice to DSHS detailing which of the below statements It cannot certlyy and why. Legal Name of Contractor: FFATA Contact#1 Name, Email and Phone Number: Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number: ZIP Code:9-digits Required www.usns.com DUNS Number:9-digits Required www.ccr.gov State of Texas Comptroller Vendor Identification Number(VIN) 14 Digits Printed Name of Authorized Representative Signature of Authorized Representative Title of Authorized Representative Date -1- Department of State Health Services Form 4734—June 2012 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION For Fiscal Year (FY14) As the duty authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true,complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 In your previous tax year?❑Yes ❑ No If your answer Is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is"No", answer questions "A" and "B". A. Certification Regarding%of Annual Gross from Federal Awards. Did your organization receive 80% or more of Its annual gross revenue from federal awards during the preceding fiscal year?❑Yes ❑ No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year?❑Yes ❑ No If your answer Is"Yes"to both question "A" and "B",you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Reizardine Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986?❑Yes ❑ No If your answer is "Yes"to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. For example: John Blum:500000;Mary Redd:50000;Eric Gan t:400000;Todd Platt:300000; Sally Tom:300000 Provide compensation Information here: -2- Department of State Health Services Form 4734—June 2012 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Care/Subrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance%vith Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section 1.03 Reporting. .................. ..............................................................................................................5 Section 1.04 CIient Financial Eligibilit,�.. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable LRWS and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ..................................................... ............6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLE11 SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section 2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor.. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................11 Section 3.04 Use for Match Prohibited. ......................... ...........................................................................11 Section 3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanting. .........................................................................................................................I1 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 AVithholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .............................................. ......................13 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specifie Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY.................................................................................................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions (Core Subrecipient) 2014(Jane 28,2013) 1 Fiscal Year 2414 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .......... .......................................................................15 Section 7.05 HIVlAIDS Model workplace Guidelines. ...............................................................................15 AR'T'ICLE VIII RECORDS RETENTION...........................................................................................................15 Section 8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9,03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractorr. ................................................................................................17 Section 10.05 InsoIvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 . Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract................................:...........19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................19 Section 11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12,01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ..........................................................................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section 12.05 Cost Allocation Plan. .................................................................................................................22 Section 12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................23 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................23 Section 12.15 Independent Contractor. ...........................................................................................................23 Section 12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Liabllitv. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................24 Section 12.20 Equipment(Including Controlled Assets). ........................................................................... .24 Section 12.21 Supplies. ......................................................................................................................................24 General Provisions(Core Subrecipient)2014(June 28,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section12.22 Changes to Equipment List. .....................................................................................................24 Section 12.23 Property Inventory and Protection of Assets. .........................................................................25 Section 12.24 Bankruptcy. ................................................................................................................................25 Section12.25 Title to Property. .......................................................................................................................25 Section 12.26 Property Acquisitions. .......................................:.......................................................................25 Section 12.27 Disposition of Property. ............................................................................................................25 Section12.28 Closeout of Equipment. .............................................................................................................25 Section 12.29 Assets as Collateral Prohibited. ................................................................................................26 ARTICLE XIII GENERAL TERMS....................................................................................................................26 Section 13.01 Assignment...................................................................................................................................26 Section 13.02 Lobbying. ....................................................................................................................................26 Section 13.03 Conflict of Interest. ....................................................................................................................26 Section 13.04 Transactions Between Related Parties. ....................................................................................27 Section 13.05 Intellectual Property. .................................................................................................................27 Section 13.06 Other Intangible Propertyy. .......................................................................................................28 Section 13.07 Severability and Ambiguityy. .....................................................................................................28 Section13.08 Legal Notice. ...............................................................................................................................28 Section 13.09 Successors. ..................................................................................................................................28 Section 13.10 Headings. ....................................................................................................................................28 Section13.11 Parties. ........................................................................................................................................28 Section 13.12 Survivability of Terms. ...........................................................:..................................................28 Section13.13 Direct Operation. .......................................................................................................................28 Section 13.14 Customer Service Information. ................................................................................................28 Section 13.15 Amendment. ...............................................................................................................................29 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................29 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................29 Section 13.18 Immunity Not Waived. ..............................................................................................................30 Section 13.19 Hold Harmless and Indemnilication. .......................................................................................30 Section 13.20 Waiver. .......................................................................................................................................30 Section 1121 Electronic and Information Resources Accessibility and Security Standards. ...................30 Section13.22 Force Majeure. ..................................................................................... ..................................30 Section 13.23 Interim Conti-acts. .....................................................................................................................31 Section 13.24 Cooperation and Communication. ...........................................................................................31 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE......................1.31 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................31 Section 14.02 General Remedies and Sanctions. ............................................................................................31 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................33 Section 14.04 Emergency Action. ....................................................................................................................33 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................34 Section 15.01 Breach of Contract Claim. ........................................................................................................34 Section15.02 Notice. .........................................................................................................................................34 Section 15.03 Sole Remedy. ..............................................................................................................................34 Section 15.04 Condition Precedent to Suit. .....................................................................................................34 Section 15.05 Performance Not Suspended. ...................................................................................................34 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................34 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................34 Section 16.02 Effect of Termination. Contract. .............................................................................................34 Section 16.03 Acts Not Constituting Termination. .........................................................................................35 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................35 Section 16.05 Termination For Cause. ............................................................................................................35 General Provisions(Core Subrecipient)2014(June 28,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 16.06 Notice of Termination. ..............................................................................................................37 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................37 Section 17.01 Void Contracts. ..........................................................................................................................37 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract, ......................................37 Section 17.03 Appeals Rights. ........................... ..........................................................................................37 ARTICLEXVIII CLOSEOUT...............................................................................................................................37 Section 18.01 Cessation of Services At Closeout. ...........................................................................................37 Section 18.02 Administrative Offset. ...............................................................................................................37 Section 18.03 Deadline for Closeout. ...............................................................................................................37 Section 18.04 Payment of Refunds. .................................................................................................................37 Section 18.05 Disallowances and Adjustments. ..............................................................................................38 General Provisions (Core Snbrecipient)2014(June 28,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1A1 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules, and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the terra of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attaclunent(s),Contractor shall comply with the requirements, eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and, if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation, and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division.UGMA and UGMS can be located through web links on the DSHS Nvebsite at littp://Nvww.dshs.state.tx.us/contracts/links.shtm. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part Ill,State Uniform Administrative Requirements for Grants and Cooperative Agreements§^.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient)2014(June 28,2013) 5 located through web links on the DSHS website at http:/h«vw.dslis.state.tx.tis/contracts/Iinks.shtm. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor, Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination,exclusion from or Iimitation of participation in programs, benefits or activities or denial of any aid,care, service or other benefit on the basis of race,color,national origin,limited English proficiency, sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC §§ 1681- 1683,and 1685-1686; 3)Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§§ 6101-6107; 6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC §290dd(b)(1);7)45 CFR Parts 80, 84, 86 and 91; 8)U.S. Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab.Code Chapter 21; 10)Food Stamp Act of 1977(7 USC§200 ct seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ I101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912, §§523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC§§ 3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA-5018,Non- discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986, 8 USC§ 1324a, and Immigration Act of 1990, 8 USC 1 101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC§ 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§ 289a-I et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC§§1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§ 201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex.Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex. Admin.Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin, Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC §§ 2131 et seq.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed. Reg.4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions (Core Subrecipient)2014(June 28,2013) 6 Notification of violating facilities pursuant to Executive Order 11738(40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg,26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed, Reg.26951 and, if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 et seq.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 ct seq.; 9)Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC§§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC §§ 1271 et seq.)related to protecting certain rivers system; and 11)Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; rn) Intergovernmental Personnel Act of 1970(42 USC §§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900,Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§ 276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hour's and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593, and the Archaeological and Historic Preservation Act of 1974(16 USC§§469a-I et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A433,"Audits of States,Local Governments,and Non-Profit Organizations;" Y) Trafficking Victims Protection Act of 2000,Section 106(g) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1, 2009, if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence; the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage,Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subr•ecipient)2014(June 28,2013) 7 6) Historically Underutilized Businesses,Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3.01; 8) Application of Payment Due, Section 3.02;and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This'Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State govermnent; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health&Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex.Gov.Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS;and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil nights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commmission 701 W. 51 st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice @lrse.state.tx.trs Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active stags all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient)2014(June 28,2013) 8 and shall prohibit any person who does not bold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If fiends become unavailable through lack of appropriations,budget cuts,transfer of fiends between programs or health and human services agencies,amendment of tine Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons, who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex. Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ.Code§29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status; food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective, and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors; Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex.Fain. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex.Fam. Code Chapter 32,federal law supersedes state law. Section 2.04 TeIenredicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; (1) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; C) use by eredentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient) 2014(.tune 28,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals sewed;and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032,DSHS Rule,§1.91 covering Pees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. The Contractor shall not charge for screening if an individual becomes a DSHS client. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded-tinder this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited linglish Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(18)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex.Gov. Code §403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex.Tax Code§§ 171.001 et seq.). Contractor, if a corporation, further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under-this Contract may be withheld until Contractor's delinquent franchise tax is paid in fill. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. General Provisions(Core Subrecipient)2014(June 28,2013) 10 Section 3.03 Use of Funds. Contractor shall expend Department fitnds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 3.04 Use for Match Prohibited, Contractor shall not use finds provided through this Contract for matching purposes in securing other finnding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attaclunent during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant finnding this Contract,Contractor shall use the addition alternative,as provided in UGMS § .25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at http:/hN,�vw.dshs.state.tx.tis/contracts/cfptn.slrtrtt and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not early forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base feature funding levels,in part,upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use fiords from this Contract to replace or substitute existing finding from other sources that also supports the activities that are the subject of this Contract)but rather shall use fiends from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to subunit documentation substantiating that a reduction in state or local finnding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s), the payment method for each Program Attaclunent will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attaclunent(s)and acceptable submission of a request for reimbursement;or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fec(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attaclnnent(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s) or permitted under the Third Party Payors section of this Article, Contractor shall submit. requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission, Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsin3ile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) General Provisions(Core Subrecipient)2014(June 28,2013) 11 calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance, such as a catastrophic event,natural disaster,or criminal activity that substantially interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attaclunent may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at litt.p://www.dslis.state.tx.us/contr,icts/cfpin.stitm. Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to, commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a)enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized wider this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible;(d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted;(c) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third parry payors for services provided under this Contract before submitting any request for reimbursement to Department;and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law(Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex.Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s)due. Department may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. General Provisions(Core Subrecipient)2014(June 28,2013) 12 Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds, contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex.Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in fall for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement tinder this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the fiends to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to firlfrll Contractor's repayment obligations. Applicable cost principles, audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS, OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency conunon rule;and UGMS, as applicable Non-Profit OMB Circular OMB Circular UGMS;OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular, accounting standards General Provisions(Core Subrecipient)2014(June 28,2013) 13 that comply with cost principles acceptable to the federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http://www.dslis.state.tx.us/contracts/links.shtin. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502, 98 Stat.2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS,State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS website at 1ittu:Hmvw.dshs.state.tx.tis/contracts/Iinks.slitm. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contactor is a state goverrtrnental entity,shall competitively re-procure independent single audit services at least every six(6)yews. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O.Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contactor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contactor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and General Provisions(Core Suubrecipient)2014(June 28,2013) 14 client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations,including but not limited to 7 CFR Part 246;42 CFR Part 2;45 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47, 81,82, 85,88,92, 161, 181,241,245,251,534, 576, 577, 596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable Arles and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law,Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex. Health&Safety Code§533.009 and Rule Chapter 414,Subchapter A or other applicable Iaws or rules. Contractor shall disclose information described in Tex. Health&Safety Code § 614.017(a)(2)relating to special needs offenders,to an agency described in Tex.Health&Safety Code § 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity filnded by DSHS upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIVIAIDS Model Workplace Guidelines. If providing direct client care, services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies, and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS, in accordance with the Tex. Health&Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at litt ://Nimv.dslis.state.tx.us/Iiivst(U olio / olicies.shtm. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records, including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period, if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has elided or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex.Admin. General Provisions(Core Subrccipient) 2014(June 28,2013) 15 Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9,01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including tine Comptroller General of the United States,OIG,and the State Auditor's Office(SAO),unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any, and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or bearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under tine Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business(tours to any authorized representative of the SAO. Contractor understands that the acceptance of funds.-Linder this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate Rilly with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors, and Contractor shall include this provision concerning the SAO's authority to audit and tine requirement to cooperate,in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's sitc(s)will be conveyed in writing to Contractor. Contractor shall subunit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or,if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC deternnination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient) 2014(June 28,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human hmnunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse.reporting guidelines and requirements in Tex.Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at ,,vww.dshs.state.tx.us/chiIdabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)Hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity;the date of the contract;and the contract or case reference munber. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the sur'r'ender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action;the name and contact information of the local,state or federal department or agency or entity; the date of the license action; and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Cornrnission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or.incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity, or violation of financial laws,rules,policies,and procedures General Provisions(Core Subrecipient) 2014(June 28,2013) 17 related to performance-under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Additionally,if this Contract is federally funded by the Department of Health and Human Set-vices(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent.of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at lntt ://sao.fraud.state,tx.trs,and to the HHS Office of Inspector General at http:/hvww.oig.hhs.goy/fraud/hotline/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is ail agent or managing employee of tine organization has been placed on corntnunity supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachunent if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is am agent or managing employee of the organization,an employee or volunteer of Contractor,or a subcontractor providing set--vices under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on conununity supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding,any applicable law,rule, regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded frorn participation in this transaction by any federal or state department or agency in accordance with 2 CFR Pads 376 and 180(parts A-1),45 CFR Part 76 (or comparable federal regulations); e) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; General Provisions(Core Subrecipient)2014(June 28,2013) 18 f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; g) neither it,nor its principals have within the thrce(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement, theft,forgery, bribery,falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the conurnission of any of the offenses enumerated in subsection g)of this section;and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Fam. Code§231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state Rinds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or fixture employment,gift,loan, gratuity,special discount,trip,favor, service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a)Pursuant to Tex. Gov. Code§ 2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, General Provisions(Core Subreeipient)2014 (June 28,2013) 19 requirements,statements)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development, drafting or preparation of specifications, requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based;(b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal lazy,or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occur'r'ing after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract Wunder Tex. Gov.Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust, Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Conun. Code§ 15.01, et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated tine antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLlis XII GE,IN`ERAL BUSINIJSS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Bode,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and progratmnatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. Tine responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director, shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election,appointment or employment of the officer, employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: lntt ://wwkv.dslrs.statc.tx.tns/contraetslcf rn.shtnn. Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications General Provisions(Core Subrecipicnt)2014(June 28,2013) 20 are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessaty to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of fiends provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department fiords. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS fiends is lost,stolen,damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling fluids under this Contract,including person(s)authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1)any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage,referred to in Tex.Gov. Code §2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act;for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any General Provisions(Core Subrecipient) 2014(June 28,2013) 21 compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: 1)with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4) in performance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mailto:coscap dshs.state.tx.us no later than the 60`h calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted.If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at li.ttp://xvww.dslis.state.tx.us/contracts/ofpm.shtnr. Section 12.09 No Endorsement.Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name,logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBS).If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Adrnin.Code§20.10 et seq. Contractors nray obtain a list of HUBS at litt ://www.window,state.tx,tisl roctirementl ro htih. If Contractor has filed a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, . Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBS during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity,in accordance with 34 Tex. Admin. Code§ 20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov.Code §2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachrnent(s). Prior to entering into a subrecipient agreement equaling or.exceeding$100,000, Contractor shall obtain written approval from DST-IS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. General Provisions (Core Subrecipient) 2014(.Tune 28,2013) 22 Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that subcontractors are frilly aware of the requirements placed upon them by state/federal statutes,males, and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN)or Employee Identification Number(EIN); b) a detailed description of the services to be provided; e) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article);or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1)the certifications stated in the Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article;and(3)a provision granting to DSHS, SAO,OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachnaent(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the terns of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attaclunent. Section 12.1 S Independent Contractor. Contractor is an independent contractor. Contactor shall direct and be responsible for the performance of its employees, subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees,subcontractors,joint venture General Provisions(Core Subrecipient)2014 (June 28,2013) 23 participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in forrn of business; legal standing; or authority to do business in Texas.A change in Contractor's naive and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions, Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC-11 as required under Section 12,23. Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment term,as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies, office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks, tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of tine purchase of controlled assets is not required, but such purchases must be reported on the Contractors Property Inventory Form or Form GC-11 as detailed under Section 12.23. Section 12.22 Changes to Equipment List. All items of equipment to be-purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attaclnnent,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. if approved,Department will General Provisions(Core Subrecipient) 2014(June 28,2013) 24 acknowledge its approval by-means of a written ainendment or by written acceptance of Contractor's Contract Revision Request, as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of cquipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-I 1 (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,no later than October 15"'of each year. The report is located on the DSHS website at http://Nvww.dshs.state.tx.us/cormtracts/forms.slitin. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor front the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason,title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow time procedures in the American Hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during or after the Contract term, of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires Iicensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the usefirl life,any item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life, Contractor shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the emend of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or General Provisions(Core Subrecipient) 2014(June 28,2013) 25 termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department Rinds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code §556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use Rinds paid under this Contract, either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of governnnennt,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress,an officer or employce of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract(31 USC § 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the.time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225(A-87)Appendix B section 24;2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A,subsection 1.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any, do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other interest that would conflict in any manner with the perfornnance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor),its principal (or a incnnber of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or General Provisions (Core Subrecipient)2014(June 28,2013) 26 potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten (10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions behveert Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform tinder this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74, OMB Cire.No. A-110,2 CFR § 215.42,and UGMS. Section 13.05 Intellectual Property. Tex.Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that may be protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof, Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property, the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherlvrse use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract fiends. Contractor shall place an acknowledgment of federal awarding agency grant support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awardin g a t ency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal. apency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncormmercial purposes(1) General Provisions(Core Subrecipient) 2014(June 28,2013) 27 the copyright,trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products; teclmoiogy; scientific information; trade secrets;and computer sofhvare,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-eopyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-eopyrightable intangible property.Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail,on the date of receipt, Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex.Gov. Code Chapter 2114 regarding General Provisions(Core Subrecipient)2014(June 28,2013) 28 Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otheiNvise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment;and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any terra,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; 0 cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts finided by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS finding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category, that exceed 25%of Program Attachments of$100,000 or more, provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; e) change in clinic hours or location; General Provisions(Core Subrecipient)2014(June 28,2013) 29 d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,zncmbership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment tender this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indermtify them from any and all liability,suits,claims,losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights tinder this Contract. Section ]3.21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex.Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 Tex.Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex.Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS, Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent certification testing for known and relevant vulnerabilities, in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in perforating all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,iricluding,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the General Provisions(Core Subrecipicnt)2014(June 28,2013) 30 cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attaciunent(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the terra of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract, including failure to comply with all applicable statutes,rules or regulations; c) failure to pay reRmds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; . c) failure by Contractor to provide a full accounting of fiends expended under this Contract; t) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will General Provisions(Core Subrecipient)2014(June 28,2013) 31 determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract,and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contractor consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3)expend fiurds appropriately and at a rate that will make frill use of the award,or 4)achieve local match,if required; e) disallow costs and credit for snatching finds,if any,for all or part of the activities or action not in compliance; 1) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions;or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any Rinds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor.Accelerated monitoring means more General Provisions(Core Subrecipient) 2014(June 28,2013) 32 frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; m) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed, financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; c]) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer, officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal fiends, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficiency, or any penalty(if the penalty is permitted by statute)imposed by DSHS,and take repayment from fiends available under this Contract in amounts necessary to fiilfrll Contractor's payment or repayment obligations; s) reduce the Contract term; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terms; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any snatch Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions, Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s),the reasons for imposing them, the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sariction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If firll repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or General Provisions(Core Subrecipient)2014(June 28,2013) 33 delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex.Gov.Code Chapter 2260 and implemented in Department Rules§§ 4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260, subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B,to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov.Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex.Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to site from the Legislature under Tex. Civ.Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEiA1PORARY SUSPENSION Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attaclmrent unless extended or renewed by written amendment. Prior to completion of the term of all Program Attaclnnents,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs General Provisions (Core Subrecipient)20 14(June 28,2013) 34 resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination. Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of a]I or part of this Contract, Department and Contractor hill be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terms Article. Termination does not, however.constitute a waiver of any remedies for breach of this Contract. In addition Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract, Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's (1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional fiords to make a competing or noncompeting continuation,renewal,extension,or supplemental award;(4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon detenuination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) Tile Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if finds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by giving at least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following; a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; e) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; General Provisions(Core Subrecipient)2014(June 28,2013) 35 d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is othetwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code§ 2155.004;or Department determines that Contractor was ineligible to receive this Contract tinder Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they becorne due; 4) if judgment for the payment of money in excess of$50,000 (that is not coveted by insurance)is rendered by any court or govermnental body against Contractor,and Contractor does not(a) discharge the judgment, or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment bas been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attaclunent or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it tinder any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days; or 10) Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or of all or any part of its property; h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform set vices under this Contract is not obtained or is revoked, is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(June 28,2013) 36 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERIMINATED CONTRACTS Section 17.01 Void Contracts, Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended, or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void,any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§ 2105.302,after receiving notice from the Department of termination of a contract with DSHS firnded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terms, Contractor shall cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing scrvices under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration(with no renewal)or non- reueival of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required tinder this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any fiords paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refiind due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient)2014(.Tune 28,2013) 37 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's fight to disallow costs and recover Rinds on the basis of a later audit or other review or Contractor's obligation to return any fiends due as a result of later refiinds,corrections,or other transactions. General Provisions(Core Subrecipient)2014 (.Tune 28,2013) 38 Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $447,758.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program; and to ratify acceptance of the grant to begin as of October 1, 2013. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. The City Manager, or his designee, is authorized to execute all documents necessary to accept and appropriate a grant in the amount of $447,758.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program, based on a $12.34 reimbursement for each participant served (Contract #2014-045103). Section 2. The City Council ratifies acceptance of the grant to begin as of October 1, 2013. A copy of the documents shall be filed in the office of the City Secretary, That the foregoing ordinance was read for the first time and passed to its second reading on this the _ day of 2013, by the following vote. Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of $ 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor AGENDA MEMORANDUM First Reading Ordinance Item for the City Council Meeting of October 29, 2013 xg Second Reading Ordinance for the City Council Meeting of November 12, 2013 DATE: September 30, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services MarkVV@cctexas.com (361) 826-3897 Ordinance appropriating funds from the Sanitary Sewer Trunk System Trust Fund to reimburse the developer for the construction of a Wastewater Lift Station. CAPTION: Ordinance appropriating $411,387.25 from the No. 4220 Sanitary Sewer Trunk System Trust Fund to reimburse Forestar (USA) Real Estate Group, Inc., ("Developer") for the construction of Tortuga Dunes/Zahn Road/Packery Channel wastewater lift station and force main improvements in accordance with the approved reimbursement agreement executed with the Developer. PURPOSE: Reimburse Developer for the construction of the wastewater lift station and dual force mains. BACKGROUND AND FINDINGS: Under the Construction and Reimbursement Agreement for the Tortuga Dunes/Zahn Road/Packery Channel Development Area Wastewater Lift Station and Force Main Improvements and per the existing Platting Ordinance at the time the agreement was executed, Developer is requesting a reimbursement. The City's Whitecap WWTP Service Area Master Plan required the construction of a lift station and dual force mains in order for the Packery Channel Development Area and The Preserve at Mustang Island, Unit 1, and adjacent areas in Whitecap WWTP Service Area 11 to have sanitary sewer service. The reimbursement agreement amount approved is $2,457,890.25. Total amount paid to date is $2,046,503.00. Outstanding balance as of 9/30/2013 is $411,387.25. Current appropriation request is $411,387.25. Total amount due after appropriation is $0 (See table for detailed information). Agreement Approved Amount$2,457,890.25 Date Paid Amount 6/18/2009 $ 432,503.00 12/16/2010 $ 514,000.00 1/11/2012 $ 432,503.00 1/18/2012 $ 217,497.00 5/10/2013 $ 450,000.00 Total Paid Out $ 2,046,503.00 Outstanding Balance as of 9/30/2013 $ 411,387.25 Current 10/22/2013 Appropriation $ 411,387.25 Outstanding Balance after Appropriation $ - ALTERNATIVES: Denial of the ordinance appropriating $411,387.25 OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Developer has constructed the Zahn Road Lift Station and Dual Force Mains per the Construction and Reimbursement Agreement for the Tortuga Dunes/Zahn Road/Packery Channel Development Area Wastewater Lift Station and Force Main Improvements. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Sanitary Sewer Trunk System Trust Fund Project to Date Fiscal Year: 2012- Expenditures 2013 (CIP only) Current Year Future Years TOTALS Line Item Budget $644,257.97 Encumbered / Expended Amount $86,242.86 This item $411,387.25 BALANCE $146,627.86 Fund(s): Comments: Not Applicable RECOMMENDATION: Staff recommends approval of appropriation ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Approved Reimbursement Agreement Ordinance appropriating $411,387.25 from the No. 4220 Sanitary Sewer Trunk System Trust Fund to reimburse Forestar (USA) Real Estate Group, Inc. ("Developer") for the construction of the Tortuga Dunes/Zahn Road/Packery Channel wastewater lift station and force main improvements in accordance with the approved reimbursement agreement executed with the Developer. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Funding in the amount of $411 ,387.25 is appropriated from the No. 4220 Sanitary Sewer Trunk System Trust Fund to reimburse Forestar (USA) Real Estate Group, Inc. ("Developer"), for construction of the Tortuga Dunes/Zahn Road/ Packery Channel wastewater lift station and force main improvements in accordance with the reimbursement agreement approved by the City Council on March 31 , 2009 (Motion 2009-078) and executed with the Developer. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 2013. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor CONSTRUCTION AND REIMBURSEMENT AGREEMENT Tortuga Dunes/Zahn Road/Packery Channel Development Area Wastewater Lift Station and Force Main Improvements THE STATE OF TEXAS COUNTY OF NUECES This Construction and Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home-rule municipal corporation, P.O. Box 9277, Corpus Christi, Texas, 78469-9277, and Forestar(USA) Real Estate Group Inc., a Delaware corporation duly authorized to do business in Texas ("Developer"), whose headquarters is located at 6300 Bee Caves Road, Building Two, Suite 500, Austin, Texas 78746. WHEREAS, Developer in compliance with the City Platting Ordinance, has fled a plat to develop a tract of land of approximately 33.53 acres called The Preserve at Mustang Island, Unit 1, along Zahn Road, as shown in the attached EXHIBIT 1; WHEREAS, the City's Whitecap WWTP Service Area Master Plan requires the construction of a lift station and dual force mains in order for the Packery Channel Development Area and The Preserve at Mustang Island, Unit 1, and adjacent areas in Whitecap WWTP Service Area 11 to have sanitary sewer service; WHEREAS, the provision of central wastewater service and additional area infrastructure improvements are necessary to timely advance the joint development goals of the Packery Channel Development Area, as intended by the City and the General Land Office of the State of Texas, and as enumerated in the Padre Island Action Plan; WHEREAS, the lift station and dual force mains are not in place at this time, but these improvements are included in the City's Wastewater Treatment Plant Master Plan for the Whitecap WWTP Service Area, to provide City wastewater service to Service Areas 11 and 12; WHEREAS, under the Platting Ordinance, the Developer is responsible for construction of the lift station and dual force mains; WHEREAS, under the Platting Ordinance, the Developer is eligible for full reimbursement of the Developer's costs incurred for the construction of the lift station and dual force mains on behalf of the City; WHEREAS, it is essential that the lift station and dual force mains be constructed in connection with The Preserve at Mustang Island, Unit 1, development for service to be provided upon completion of The Preserve at Mustang Island, Unit 1; and WHEREAS, it is to the best interest of the City and the Developer for the Zahn Road Lift 2009-126 -rains be constructed in accordance with the City of Corpus 03/31/09 Page 1 of 8 M2009-078 Forestar(USA) Real Estate Group oad LS FM dr-bcr 03022009(2).doc Christi Ordinances as specified in the Wastewater Treatment Plant Master Plan for the Whitecap WWTP Service Area and within the Zahn Road Lift Station and Force Main Design Memorandum; NOW, THEREFORE, for and in consideration of the mutual covenants in this Agreement, the parties do covenant and agree as follows: 1. REQUIRED CONSTRUCTION The Developer shall construct the Zahn Road Lift Station and Dual Force Mains under the Design Memorandum as required for the Packery Channel Development Area, the Preserve at Mustang Island and for additional adjacent property in Service Areas 11 and 12, in compliance with the City's Platting Ordinance and under the plans and specifications approved by Development Services Engineer. 2. PLANS AND SPECIFICATIONS a. The Developer has contracted with a professional engineer, Naismith Engineering, Inc., who were acceptable to the City's Development Services Engineer, which firm has prepared and obtained the January 22, 2008 approval of the City's Development Services Engineer for the Zahn Road Lift Station and Force Main Design Memorandum; which firm has also prepared detailed plans and specifications for the Zahn Road Lift Station and Force Mains, with the following basic design parameters: (1) LIFT STATION: (a) Lift station structure designed for ultimate capacity of 0.6 MGD. (b) Pump installation and design will be based on the following phasing with Developer installing Phase 'I as part of this Agreement: (i) Phase 1 initial design Q = 121 GPM. (ii) Phase 2 add force main capacity Q=277 GPM (iii) Phase 3 add Svc. Area 12 flows Q=418 GPM or 0.6GPD. (2) DUAL SANITARY SEWER TRUNK FORCE MAINS: (a) Install 7,124 feet of 4" PVC and 1,400 feet of 4"HDPE sanitary sewer force main line and appurtenances. (b) Install 7,124 feet of 6" PVC and 1,400 feet of 6" HDPE sanitary sewer force main line and appurtenances. (c)At the Packery Channel crossing, install four(4) additional pipes in the existing channel crossing sleeve, each 1,400 feet long, three (3) of 8" HDPE, and one (1) of 2" HDPE, and appurtenances. Page 2 of 8 Trust Fund Reim bAgrment-Zahn Road LS FM dr-bcr 03022009(2).doc (d) The force mains described in subparagraphs (a), (b), and (c) of this paragraph will begin at the Zahn Road Lift station and end at an existing wastewater manhole located at a point across South Padre Island Drive (Park Road 22) designated by the City, where they will terminate at an existing manhole. The size of the force mains were dictated by the design as approved by the City of Corpus Christi. b. The plans and specifications for the lift station and dual force mains are those prepared by Naismith Engineering, Inc., under Job No. 7818, dated and sealed on June 5, 2008. 3. SITE IMPROVEMENTS. Prior to construction of the lift station and dual force mains, Developer shall acquire from General Land Office (for the Permanent School fund) the two sewer easements and from a private landowner one sewer easement to permit the dual force mains to be connected across Packery channel to the City of Corpus Christi Whitecap sewage collection system at a manhole located at a point adjacent to South Padre Island Drive (Park Road 22) as identified and directed by City of Corpus Christi. These easements will be granted to the City of Corpus Christi or upon City acceptance of improvements dedicated to the City of Corpus Christi, as instructed by the City. 4. PLATTING FEES. Developer shall pay to the City of Corpus Christi the required acreage fees and pro-rata fees as required by the Platting Ordinance, if any. 5. DEVELOPER AWARD CONTRACT FOR IMPROVEMENTS. Developer has taken bids for the work under the requirements of the City of Corpus Christi, and shall award a contract and complete the lift station and force mains, under the approved plans and specifications, no later than 270 working days after the date of approval of this Agreement by the City of Corpus Christi (subject to extension for force majeure delays). fi. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this agreement. 7. DEFAULT. a. The following events constitute default: 1. Developer fails to award a contract for the construction of the project, under the approved plans and specifications, by the 30th calendar day after the date of approval of this Construction and Reimbursement Agreement by City Council. 2. Developer's contractor does not reasonably pursue construction of the project under the signed bid documents accompanying the approved plans and specifications. 3. Developer's contractor fails to complete construction of the project, according to the approved plans and specifications, on or before 240 work days after receiving notice to proceed (subject to extension for force majeure delays). Page 3 of 8 Trust Fund Reim bAgrment-Zahn Road LS FM dr-bcr 03022009(2).doc b. In the event of default, the City has all its common law remedies in addition to the following: 1. Cancellation of this reimbursement agreement after notice and opportunity to cure as provided herein. 2. Refusal to record plat(s) or issue any certificate of occupancy for any structure to be served by the project. 8. THIRD-PARTY BENEFICIARY. Developer's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the project, contracts for testing services, and with the contractor for the construction of the project must provide that the City shall be a third party beneficiary of each contract. 9. PERFORMANCE AND PAYMENT BONDS. Developer shall require its contractor for the construction of the project, before beginning the work, to execute to Developer and the City a performance bond if the contract is in excess of$100,000 and a payment bond if the contract is in excess of$25,000. The performance and payment bond must comply with Texas Government Code, Chapter 2253, and must be in the form and substance as attached to this agreement. The performance and payment bond must name Developer and City as joint obligees. 10. NOTICE AND CURE. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other Party at the following address: 1. If to the Developer: Forestar(USA) Real Estate Group Inc. 6300 Bee Caves Road, Building Two, Suite 500 Austin, Texas 78746 Attn: Wayne McDonald, Senior Vice President With copy to: Forestar(USA) Real Estate Group Inc. 6300 Bee Caves Road, Building Two, Suite 500 Austin, Texas 78746 Attn: General Counsel Page 4 of 8 'trust Fund ReimbAgrment-Zahn Road LS FM dr-bcr 03022009(2).doc 2. If to the City: City of Corpus Christi 1201 Leopard Street (78401) P. O. Box 9277 Corpus Christi, Texas 78469 ATTN: Assistant City Manager Development Services b. Should Developer fail to perform any obligation or duty of this agreement, the City shall give written notice to Developer, at the address stated above, of the need to perform the obligation or duty, and should Developer commence to perform the obligation or duty within 25 days after receipt of such notice, and continue such performance with diligence, then no event of default shall be deemed to have occurred. c. But if Developer should fail to perform or commence to perform the required obligation or duty within 25 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to Developer by reducing the reimbursement amount due Developer. d. In the alternative, in the event of Developer's failure to cure or commence to cure any such breach within 25 days after receipt by Developer of a second notice in writing from City of the need to perform the obligation or duty, the City may terminate this agreement. e. If City has performed an obligation or duty of Developer, then Developer shall pay to City the cost of such performance within 30 days from the date Developer receives written notice and substantiation of the cost to City of such performance. f. Notice required by the paragraph may be by United States Postal Service, First Class Mail, Certified, Return Receipt Requested, postage prepaid; by a commercial delivery service that provides proof'of delivery, delivery prepaid; or by personal delivery. g. The provision for notice and cure contained in this agreement do not apply to a default under Section 7(a) of this agreement. h. The dates for completion of the lift station and dual force mains may be extended for each day that completion is delayed by inability to obtain labor or materials, weather making the work impracticable, acts of God, or other forces beyond the control of Developer (but not financial inability). These causes of delays are called "force majeure". 11. WARRANTY. Developer shall have contractor execute a warranty of the workmanship of the lift station and dual force mains for a period of one year from and after the date of acceptance of the facilities by the Development Services Engineer. The warranty must be assigned and transferred to the City upon completion of this project. Page 5 of 8 Trust Fund Reim bAgrment-Zahn Road LS FM dr-bcr 03022009(2).doc z E 12. REIMBURSEMENT a. Subject to availability of funds in the Sanitary Sewer Trunk System Trust Fund, and the appropriation of the funds by the City Council, the City will reimburse the Developer 100% of the cost of the lift station and dual force mains, including in the calculation of such cost, but not limited to the following items: The payments to a contractor for the construction and installation of the lift station and dual force mains, costs of permits and inspection fees, costs of design and construction inspection, costs of easements from General Land Office and private parties, and the costs of environmental permitting, but not including the costs of mitigation of impacts. The costs to be reimbursed are those described on "Project Costs - Exhibit B" prepared by Naismith Engineering, Inc., and attached hereto. The City will, contingent on collection of sewer acreage and lot fees, continue to deposit funds into the Sanitary Sewer Trunk System Trust Fund consistently with past practices. b. If funds are available and appropriated during the construction of the lift station and dual force mains, the City agrees to reimburse the Developer on a monthly basis and upon invoicing for work performed. Reimbursement of eligible costs will be made by the later of within 15 days from the date of invoice or 15 days from funds becoming available and appropriated. c. To be eligible for reimbursement, the work completed to date must comply with the approved plans and specifications, and have been inspected and are acceptable by the City, which inspection and acceptance will not be unreasonably delayed, withheld or conditioned. d. If funds are not available or appropriated until after the work has been completed, the City will reimburse the Developer when the funds are available and appropriated in the Sanitary Sewer Trunk System Trust Fund. The order of reimbursement of un- reimbursed developers will be determined according to the dates the sanitary sewer trunk system construction and reimbursement agreements are approved by the City Council. Only two projects, being Bahia Vista Subdivision Unit I and 37 Industrial Park, are currently beneficiaries of dates of reimbursement agreements approved by City Council which are earlier than the lift station and dual force mains which are the subject of this agreement. 13. INDEMNIFICATION. Developer shall indemnify and hold harmless the City, its agents, officers, and employees (Indemnitees") from all suits, actions, or claims and from all liability for any and all injuries or damages sustained by any person, including without limitation workers compensation, personal injury or death, arising from or incident to this lift station and dual force main construction. 14. DISCLOSURE OF OWNERSHIP INTEREST. Developer further agrees, in compliance with the City of Corpus Christi Ordinance No. 17112, to complete, as part of Page 6 of 8 Trust Fund ReimbAgrment-Zahn Road LS FM qr-bcr 03022008(2).doc this Agreement, the Disclosure of Ownership interests form attached hereto as Exhibit 44C„ 15. AGREEMENT EFFECTIVE. This agreement becomes effective and is binding upon and shall inure to the benefit of the City and Developer, and their respective heirs, successors, and assigns from and after the date of execution. EXECUTED IN DUPLICATE originals, this /oday of , 2009. ATTEST: THE CITY OF CORPUS CHRISTI f By: I-WJe Xo Bolo r Armando Chapa g R. Escobar City Secretary Ity, Manager r APPROVED AS TO FORM: _day of 2009 By: .. „ , ... . . .AUTHORIZEP R. J Re' ing 9Y COU14CIL.. 3 3 .�.... First As scant C-6/Attorney AL SECRETAar 104 THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on , 2009, by 'Angel R. Escobar, City Manager, City of Corpus Chrlst , Texas, a Texas home-rule municipal corporation, on behalf of the corporation. �QLYHOUGRM i Notary Pu� c, State o W CoM14p$ M EXPIRES exas Page 7 of 8 Trust Fund Reim bAgrment-Zahn Road LS FM qr-bcr 03022009(2).doc DEVELOPER: FORESTAR (USA) REAL ESTATE GROUP INC. BY: ��- [NAM ] [TITLE] THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on ' 2009, by Wo- c d , Senior Vice President of Forestar(USA) Real Estate Group Inc., a De ware corporation on behalf of the corporation .•�a�°°e •. SOPNIA A.WILCOX n, Notary Putdic,Stale of Texas •y; My Commission Expires Notary Public, State of Texas •'�EOa,E��.,, MARCti 20,2010 Page 8 of 8 Trust Fund Reim bAgrment-Zahn Road LS FM dr--bcr 03022009(2).doc Naismith Project Costs - Exhibit gnglineswingA 4501 Gdlihar Road. Con,us Clrristi,TX 78411 361-814-9906 Fax 361-814-4401 Title: Zahn Road Lift Station & Force Main NEI#: 7818 Date Award: September 2,2008 Date Contract Commenced: Original Contract Amount: $2,457,890.25 Original Contract Days: 240 Working Days Total Change Order Amount: $0.00 Change in Contract Days: 0 Working Days Adjusted Contract Amount: $2,457,890.25 Adjusted Contract Days: 240 Working Days NEI Engineer: Craig B. Thompson,P.E. Date: NEI Contact: Thomas Tiffin Inspected By: Owner: The Preserve at Mustang Island,L.L.C. Contractor: Big State Excavation Contact: Barrett Allison Contact: Gary Meurer Address: 1300 S.Mopac Expressway Address: PO Box 260297 Austin,Texas 78746 Corpus Christi,Texas 78410 Phone: (512)422-2209 Phone: (361)537-5013 A. AMOUNT OF ORIGINAL CONTRACT ITEMS COMPLETED TO DATE: Lift Station ITEM No. DESCRIPTION QUANT 1 V UNIT QUANTITY CONTRACT UNIT TOTAL COST COMPLETE PRICE 1 Stabilized Construction Entrance&Exit 1 EA 1 $2,000.00 $2 000.0 2 Reinforced Filter Fabric Fence 333 LF 333 $2.00 $666.0 3 Ha Bales 1 LS 1 $1,000.00 $1,000.0 4 Site Clearing and Stripping 0.32 AC 0.32 $3,000.00 $960.0 5 Site Grading 1 LS 1 $3,000.00 $3,000.0 6 Lift Station and Appurtenances 1 LS 1 $580,000.00 $580,000.0 Dewatering/Well Pointing for Lift Station and 7 1 LS 1 $50,000.00 $50,000.0 Appurtenances Installation 8 Odor Control i LS 1 $140,000.00 $140,000.0 9 8"Gravity Sanitary Sewer 110 LF 110 $140.00 $15,400.0 10 8" End Plu 2 EA 2 $100.00 $200.0 11 12" Gravity Sanitary Sewer 70 LF 70 $160.00 $11,200.0 12 Sanitary Sewer Fiberglass Manhole 5'Diameter 1 EA 1 $20,000.00 $20,000.0 IT-21'Depth 13 Tie to Public Sanitary Sewer Manhole Stub Out 1 LS 1 $2,500.00 $2,500.0 Dewatering/Well Pointing for Sanitary Sewer 14 Gravity Line Installation 1 LS 1 $1,000.00 $1,000.0 15 Trench Safety 200 LF 200 $15.00 $3,000.0 16 PVC Pressure Pipe-4" 130 LF 130 1 $20.00 $2,600.0 17 Dual Water Service Connection I EA 1 $2,500.00 $2,500.0 18 Connection to Existing 8" Water Pie I LS 1 $2,500.00 $2,500.0 19 Crushed Limestone on Landscape Fabric-6" 1 LS 1 $10,000.00 $10,000.0 20 Reinforced Concrete Pavement-5" 208 SY 208 $130.00 $27,040.0 21 HMAC Pavement Repair for Street Improvements 7 SY 7 $275.00 $1,925.0 22 Cantilever Gate with Card Reader 1 LS 1 $32,000.00 $32,000.0 23 Concrete Masonry Wall with Footing 197 LF 197 $500.00 $98,500.0 SCADA RTU Panel for Two Pump Lift Station w/ 24 Flow by Rabalais instrument&Electrical 1 LS 1 $35,000.00 $35,000.0 forIstntctors - - - -- -. Page 1 of 2 Title: Zahn Road Lift Station & Force Main NEI#: 7818 Force Main ITEM NO. DESCRIPTION QUANTITY UNIT QUANTITY CONTRACT UNIT TOTALCOST COMPLETE PRICE 25 Reinforced Filter Fabric Fence 4,605 LF 4,605 $2.00 $9,210.0 26 Straw Bale Fence(Force Main) I LS 1 $200.00 $200.0 27 4"PVC AWWA C900-DR18-150 si Force Main 7,124 LF 7,124 $18.00 $128232.0 28 4"HDPE- 150psi Force Main 1,400 LF 1,400 $5.00 S7,000,0 29 4"PVC AWWA C907 Class 150 Fittings 13 EA 13 $400.00 $5,200.0 30 4"Air Release Valve 3 EA 3 $4,000.00 $12,000.0 31 6"PVC AWWA C900-DR18-150 si Force Main 7,124 LF 7,124 $21.00 $149,604.0 32 6" HDPE- 150psi Force Main 1,400 LF 1,400 $9.00 $12,600.0 33 6"PVC AWWA C907 Class 150 Fittings 13 EA 13 $450.00 $5,850.0( 34 6"Air Release Valve 3 EA 3 $4,000.00 $12,000.0 35 Packery Channel Casing Connection 2 EA 2 $5,000.00 $10,000.0 36 8"HDPE- 150psi Pie "A" 1,400 LF 1,400 $16.00 $22,400.0 37 8" HDPE- 150psi Pipe"B" 1,400 LF 1,400 $16.00 $22,400.0 38 2" HDPE- 150psi Pipe"D" 1,400 LF 1,400 $2.00 $2,800.0 39 Packery Channel Bundling 1 LS 1 $200,000.00 $200,000.0 40 HMAC Pavement Re air for Street Improvements 69 SY 69 $100.00 $6,900.0 41 Driveway Repair for Force Main 66 SY 66 $140.00 $9,240.0 42 Force Main Markers 27 EA 27 $150.00 $4,050.0 43 Connection to Existing Manhole 1 LS 1 $2,700.00 $2,700.0 44 Anti-Flotation Devices I LS l $800.00 $800.0 41 Dewatering/Well Pointing for Force Main I LS 1 $500.00 $500.0 Installation Easement Acquisition ITEM NO. DESCRIPTION QUANTITY UNIT QUANTITY CONTRACT UNIT TOTAL COST COMPLETE PRICE 42 Texas General Land Office-Lift Station 1 LS 1 $105,050.00 $1051050.0 43 Texas General Land Office-Force Main 1 LS 1 $125,050.00 $125,050.0 44 Private Landowner-Force Main 1 LS 1 $150,000.001 $150,000A Miscellaneous ITEM NO. DESCRIPTION QUANTITY UNIT QUANTrrY CONTRACT UNIT TOTAL COST COMPLETE PRICE 45 IAEP Electrical Requirements 1 LS 1 1 $50,000.00 $50,000.0 Professional Services ITEM NO. QUANTITY CONTRACT UNIT DESCRIP'1'rON QUANTITY UNIT TOTAL COST COMPLETE PRICE 46 Engineering(7.5%ofConstructionCost) 1 LS 100% $125,000.78 $125,000.7 47 TopogrNhic Survey(2.0%of Construc(ion Cost) 1 LS 100% $33,333.54 $33,333.5 48 Construction Administration I LS 100% $16,666.77 $16,666.7 49 Testing(Geotechntcal) 1 LS 100% $16,666.77 $16,666.7 50 Storm Water Pollution Prevention Plan(SWPPP) 1 LS 100% $7,500.00 $7,500.0 51 Traffic Control Plan(TCP) I LS 100% $5,000.00 $5,000.0 52 Co s of Engineers Permit 1 EA 1 $8,000.00 $8,000.0 53 Beachfront Construction Certificate I EA 1 $4,000.00 $4,000.0 54 TxDOT-Uility Permit 2 EA 2 $3,000.00 $6,000.0 55 Easement Acquisition Administration I LS 100% $11,403.00 $11,403.0 55 ROW Surve in ,Parcel Descriptions,&Maps I LS 100% $10,500.00 $10,500.0 56 Proiect Contingency 5% 100% $117,042.391 117 042.3 Page 2 of 2 OR RNI 1852 AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of November 12, 2013 Second Reading Ordinance for the City Council Meeting of November 19, 2013 DATE: October 10, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV@cctexas.com (361) 826-3246 Rezoning from Cottage Housing to Low Density Residential by Braselton Homes — Shoreline Oaks, Ltd. Property Address: 7546 Slough Road CAPTION: Case No. 1013-01 Braselton Homes — Shoreline Oaks, Ltd.,- A change of zoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District. The property is described as being a 4.73-acre tract of land out of Lot 29, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, located north of Slough Road and at the east end of Russ Lane. PURPOSE: The purpose of this item is to rezone the property to allow construction of a standard single-family subdivision. RECOMMENDATION: Staff Recommendation: Approval of the change of zoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District. Planning Commission Recommendation (October 23, 2013): Pending. BACKGROUND AND FINDINGS: As detailed in the attached Zoning Report, the applicant is requesting a rezoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District to allow the construction of a standard single-family subdivision. The requested change of zoning, when compared to the "CH" District, would decrease the density of dwelling units and would require larger lot sizes. The applicant is requesting a rezoning because the consumer demand for lots in the "RS-4.5" District is higher than Cottage Housing lots. The proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the property for a low density residential use. The proposed rezoning would not negatively impact the surrounding properties and the property to be rezoned is suitable for low density residential uses. The proposed rezoning is consistent with the land use and zoning patterns of adjacent properties. ALTERNATIVES: 1. Approve an intermediate zoning district; or 2. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed rezoning is consistent with the City's Comprehensive Plans and Future Land Use Plan. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Planning/Environmental Services, Legal, and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital o Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Aerial Overview Map Zoning Report with Attachments Ordinance with Exhibits I I �8r. '� Fl I � m � x r rJ/���i�//p✓ri/ � ;�� n ,.� � �I "^ >r'��i'"rA a r�✓/ b/i%%l{ elf/ a✓�'� >r, I' �µ f I ICI � 4, I Ar �tiar r p� F uiNN;t / ���,� ■� yr r J A'�.dp ury d Ay ,»��'�tlJ���U"J�I��' V al�F%11 of ru"4r• '�"'"'' a J r� ✓ I'. r ,Yhtl� r d 4W ;". Cr" r°^ux" 'u 'wJ a' d1 Wy r 'Air✓ rtp A ' �"' m• IPrm '" pAr 1+1 VI r<� e)Ax rat 7 a Ay V . � � or Iya gt• $P. I'Y . I ° 'A.",. WVA7 !..b'lµ'r N '�', p f W �'*'��1�. �JI ��,•ir y �I��p i�Y luypy � �'� Y%� I>�'�v�. rr � U ff r N J.l r i � , de�na ku,Mfr 7V 1 � rr 6 Oyu(. ae� •5,. y ,+Q I i f CITY COUNCIL ZONING REPORT Case No. 1013-01 HTE No. 13-10000032 Planning Commission Hearing Date: October 9, 2013 c Applicant/Owner: Braselton Homes — Shoreline Oaks, Ltd. Representative: Urban Engineering .� Legal Description/Location: Being a 4.73-acre tract of land out of Lot 29, cL J L Section 26, Flour Bluff and Encinal Farm and Garden Tracts, located north of Q°a 0 Slough Road and at the east end of Russ Lane. 0 }, From: "CH" Cottage Housing District To: "RS-4.5" Single-Family 4.5 District 'o a Area. 4.73 acres N 0 Purpose of Request: To allow construction of a standard single-family subdivision. Existing Zoning Existing Land Use Future Land Use District Site "CH" Cottage Housing Vacant Low Density Residential "RS-4.5" Single-Family Low Density North 4 5 Vacant Residential 'E "RS-4.5" Single-Family Low Density N South Vacant a� 4.5 Residential y J East "RS-4.5" Single-Family Vacant Low Density w 4.5 Residential Park, Low Density Low Density West "CH" Cottage Housing Residential, & Vacant Residential Area Development Plan: The subject property is located within the cL c boundaries of the Southside Area Development Plan and is planned for low density residential uses. The proposed rezoning to the "RS-4.5" Single-Family a c 4.5 District is consistent with the adopted Future Land Use Plan. a Map No.: 041031 & 041030 Zoning Violations: None c ° Transportation and Circulation: The subject property is currently landlocked and does not have any street frontages. The site will have future frontage ° along Russ Lane and Kolda Drive, which are local residential streets. The CL subject property will have access to Slough Road, which is a proposed "Cl" Minor Residential Collector street. H Zoning Report Case#1013-01 Braselton Homes—Shoreline Oaks, Ltd. Page 2 Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District to allow the construction of single-family dwellings with minimum lot sizes of 4,500 square feet, 45-foot lot widths, and 20-foot front yard requirements. The applicant is requesting a rezoning because the consumer demand for lots in the "RS-4.5" District is higher than cottage lots. The requested change of zoning, when compared to the "CH" District, would allow a lower dwelling unit density and larger lot sizes. Development Plan: The proposed rezoning is within The Cottages at Southlake subdivision. The subject property was planned for 40 cottage housing lots. After the rezoning, the applicant plans to subdivide the subject property into 32 single-family lots. West of the subject property is an existing cottage housing development consisting of 20 cottages. Based on the number of lots proposed, two external access points to the City's roadway network will be required. Existing Land Uses & Zoning: North, east, and south of the subject property is vacant land zoned "RS-4.5" Single-Family 4.5 District. West of the subject property is a cottage housing development, which is currently under construction and zoned "CH" Cottage Housing District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan. The proposed rezoning to the "RS-4.5" Single-Family 4.5 District is consistent with the adopted Future Land Use Plan's designation of the property as low density residential. Additionally, the following pertinent elements of the Comprehensive Plan should be considered: - The housing and population density of the City should respond to changing market trends, consumer preferences, economic realities, and design technology (Residential Land Use Policy B). - Traffic hazards should be lessened by discouraging through traffic within residential areas (Residential Land Use Policy J). Plat Status: The subject property is not platted. A preliminary plat was approved for The Cottages at Southlake subdivision. A revised preliminary plat is under review and is consistent with the proposed rezoning. Zoning Report Case#1013-01 Braselton Homes—Shoreline Oaks, Ltd. Page 3 Department Comments: • A change of zoning from the "CH" Cottage Housing District to the "RS-4.5" Single- Family 4.5 District would lower the dwelling unit density of the subdivision. A lower density is consistent with the Future Land Use Plan's designation of the property as low density residential. • The proposed rezoning is an expansion of the "RS-4.5" Single-Family 4.5 District located north, south, and east of the subject property. The proposed rezoning is consistent with the land use and zoning patterns of adjacent properties. • The proposed rezoning would not negatively impact the surrounding properties and the property to be rezoned is suitable for low density residential uses. • The proposed rezoning is a response to market demands and the subject property is suitable for the proposed use. Staff Recommendation: Approval of the change of zoning from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District. Planning Commission Recommendation (October 23, 2103): Pending Number of Notices Mailed — 37 within 200' notification area; 4 outside notification area; 0 As of October 10, 2013: In Favor — 1 (inside notification area); 0 (outside notification area) a 0 In Opposition — 0 (inside notification area); 0 (outside notification area) Totaling 0.00% in opposition of the land within the 200-foot notification area.. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Site Plan K:\DevelopmentSvcs\S HARE D\ZONING CASES\2013\1013-01 Braselton Homes\Council Docs\1013-01 Zoning Report for CC,Braselton Homes.docx N " N ^ N " R S - 6 N W W � 01 " O " N � R ti h h " " " 35 21 7 RM- 1 RS- 6 " 5 ' 9 " a 0" "4 " "19 N 5 SUBJECT " X34 "36 818" "317 PROPERTY " 20 30 ^ 2514 17 �� N 33 CAM M � 115 3 f,6 — 3 " M27 N " 12 N _0 3211 h a 10 h RS-4. 5 RS- 6 2226 " 01 2 28 0 N S R' _ N a " 1�2 N " 24 M W QC' Date Created:9113301 0 400 800 Prepared By:JEREM�YM Feet Department of Development Services M CASE. 1013-01 y � ZONING & NOTICE AREA yy yo<<yRQ RM-1 Multifamily 1 IL Light Industrial �oo< RM-2 Multifamily 2 IH Heavy Industrial RM-3 Multifamily 3 PUD Planned Unit Dev.Overlay ON Professional Office RS-10 Single-Family 10 4 RM-AT Multifamily AT RS-6 Single-Family 6 SUBJECT CN-1 Neighborhood Commercial RS4.5 Single-Family4.5 PROPERTY k CN-2 Neighborhood Commercial RS-TF Two-Family �o. Cayo Del oso CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate CG-1 General Commercial ps, yG, oy� RS-TH Townhouse CG-2 General Commercial SP Special Permit oiOiryy yoq CI Intensive Commercial RV Recreational Vehicle Park -TOty� CBD Downtown Commercial 6 RMH Manufactured Home CR-3 Resort Commercial FR Farm Rural N H Historic Overlay BP Business Park -- WE OO� i Subject Property Owners S -- ��� •REFR Cityo with 200'buffer O in favor �� Corpus 4 Owners within 200'listed on v Owners LOCATION MAP Christi attached ownership table /�in opposition 0 ®y e � Z x a m o w E N o ~ s r v n 0 oM a M v LLJ z° 5 f a o v a P °� o a N 2M �ZU w d� -am °v y 5 K 0 U Z o v - � v v -� U E TEE 1 ❑ e 7 N Q NZ N In In � �pv w N L 'w j� E aC r - i m LL 1 M -� \J 8 ❑ ° O 1 i Wa I g O �I�N ors $ 0 C N U v N Sv�-i • X -O Or���N 3 � O 0 0 F � r Z a oM�� . ° 0 dZ 0O vZN i� �., :m,�.. 0026[ �S1 8Z5 ___---r------- -t______________I_Itc w sr e _ _ _ w U_ U OZ e g = �--. U N -°o`o w o Q°, IIP dr e s — �ao� �a N g e 4 ° -'-o O w [ ` °ON �Q!° ON-° W W W O°U O L N " yl �._. I �gl � I a I III' _ o� OL 6 m a 1 1 G N I � � - o I Po f a � I;j�, the ow � I"� "I m FII r o a a Po o°v 6 ° a a v " 3 x4 ) m e E>, ° EZ a a° v n ov 0 o° °a a EY NE �a do ° ° v° � / I > o EL ° °3 i /;q�` arr 64�. rn rsr H 0 i av dz a ,a �Ece� "gE ;II g 3usg�v`,�°Q FI 3 �r °aa g °N E."� ° v m II I II I o ° aHa.;sa� ° o a m ----------"---------------------pooh----Plaij----PPoa------------ Ordinance amending the Unified Development Code ("UDC"), upon application by Braselton Homes — Shoreline Oaks, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to a 4.73-acre tract of land out of Lot 29, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Braselton Homes — Shoreline Oaks, Ltd. ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, October 9, 2013, during a meeting of the Planning Commission, and on Tuesday, November 12, 2013, during a meeting of the City Council, 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 the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Braselton Homes — Shoreline Oaks, Ltd. ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 4.73-acre tract of land out of Lot 29, Section 26, Flour Bluff and Encinal Farm and Garden Tracts (the "Property"), located north of Slough Road and at the east end of Russ Lane, from the "CH" Cottage Housing District to the "RS-4.5" Single-Family 4.5 District (Zoning Map Nos. 041031 & 041030)7 as shown in Exhibits "A" and "B." Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of 20 ATTEST: City Secretary Nelda Martinez Mayor 1013-01 Ordinance, Braselton Homes Page 2 of 2 Job No. 16198.B3.06 September 12,2013 UlaiiiiiaffiLN ENGINEERING STATE OF TEXAS COUNTY OF NUECES Fieldnotes for the rezoning of an 4.73 acre tract of land out of Lot 29, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume A, Pages 41 thru 43,Map Records of Nueces County, Texas; said 4.73 acre tract being more fully described as follows: Commencing at a 5/8 inch iron rod with red plastic cap stamped "URBAN ENGR C.C. TX" found for the east corner of Lot 54, Block 1, The Cottages at Southlake Unit 1,a map of which is recorded in Volume 67, Pages 775-776,Map Records of Nueces County,Texas; Thence, South 60°44'24" East, a distance of 37.00 feet and South 29°15'36" West,a distance of 123.00 feet for the Point of Beginning, same being the northwest corner of this tract; Thence, South 60°44'24"East, a distance of 463.00 feet for the northeast corner of this tract; Thence, South 29°15'36"West, a distance of 496.00 feet for the southeast corner of this tract; Thence,North 60°44'24"West, a distance of 358.00 feet for the lower southwest corner of this tract; Thence,North 29'15'36"East,a distance of 223.00 feet for a corner of this tract; Thence,North 60°44'24"West, a distance of 105.00 feet to a point on the east boundary of Lot 13, Block 3, said The Cottages at Southlake Unit 1, for a corner of this tract; Thence,North 29°15'36"East, along the east boundary of said Lot 13, Block 3, at a distance of 250.00 pass the northeast corner of said Lot 13,Block 3, in all a total distance of 273.00 feet to the Point of Beginning and containing 4.73 acres(206,233.00 square feet)of land. Bearings based on the recorded plat of The Cottages at Southlake Unit 1, a map of which is recorded in Volume 67, Pages 775-776, Map Records of Nueces County, Texas Unless this Field Notes Description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility or liability for its accuracy. 7 a RBAN ENGINE]WING �tsT9.� ` ♦.Y.bi.....bNN.{..Y.b...M.. Dan L. Urban, R.P.L.S. SAN LeE URBAN License No. 471.0 ......................... �d. � •..s Q S:\Surveying\16198\B306\FN4.73.doe Page I of 1 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 EXHIBIT A www.urbaneng.com TBPE Firm#145 (dl '}oDJl 9100Jg :JOUMO) (oll '}uawdolanad DWJI DJJal -V-8 :JOUMQ) rn soxal 'A}unoo 3aoanN 'spJOOaN dDW 'Ct,—Lt, 'sbd 'y •lOn s}DDJl UaPJDO 02 wJD loul3u3 op }jn18 Jnold N m o+ gZ uol}o S 'gz }Ol CO W M C-4 4m C4 co 0X.10 Woo (•p}l 'S�Dp aullaJOyS — sawOH uo}lasDJB :JaumO) '"� N D qr- U O O - o ^ ,00'96* M„ U L.6ZS '� H Z ••Zl,� L N Q �3q 0 a 0Q=¢0 N N C 17 z C W " ) It M Z m$- g N N M C Q X z N H � a N E 04 UJ z z J v 30Li m N �N W F- yM to E 0. b W Of C -V O = AN O W W M co co 0 Z U G co 4.1 L N c (V O1 00'£ZZ O n c;„1- U) t 3« £ S l.6ZN a r Z � O N U E 2 W N^04 N N N M N LO Ln 2 N - - 00 cD �� � 'n "' N c 4 �� �� Z LO ° x / o�� soxal�'�(}urroo saoanN 'spJOOab co o m � rn LO dDW '9LL-9LL 'sbd L9 'lOn .0 N I }lug ajDl4}nos }D sa6D}}00 ayl pO c It m X N O .0 n cfl r7 N � V / n t U) co a� � O c o+4) / LO pD O N 42 c to L)0_Z // \ / (/� c ¢ a O W Q / O / O V J�j N N// w O m Q °o LL. / F- 0.C3 Q o P�X 04 �m� O o U o n�4 VI lei N O O G7�,' a� c O ° v , O O—r't O O may dv � � °�' c, ° °th n 0 _ o a; Q O �_II °�� °o w o+m a� d 00 a.z Ir V q) a N J v I� C� °W E `gym 6(D ° O acs O NL O> N 7 O v c y O O O y E N N W o u k O n z Q O M z EXHIBIT B i a tl' 1 _d AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of November 12, 2013 Second Reading Ordinance for the City Council Meeting of November 19, 2013 DATE: October 25, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV@cctexas.com (361) 826-3189 Rezoning Near Cabaniss Field from Single-Family Residential To Compatible Commercial By the City of Corpus Christi Property Addresses: 6921 and 7522 Weber Road CAPTION: Case No. 0713-02 City of Corpus Christi: A change of zoning from the "RS-6" Single- Family 6 District to the "CC" Commercial Compatible District. The property is described as being an approximately 82-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, located along the south side of Weber Road, and along the east and west sides of Yorktown Boulevard. PURPOSE: The purpose of this item is to rezone the subject properties to a zoning district that is compatible with Navy flight patterns and consistent with the City's Comprehensive Plan. RECOMMENDATION: Planning Commission and Staff Recommendation (September 25, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CC" Commercial Compatible District. BACKGROUND AND FINDINGS: As detailed in the attached Zoning Report, the City of Corpus Christi is proposing the rezoning of private properties from the "RS-6" Single-Family 6 District to the "CC" Commercial Compatible District. The "CC" District was created in December 2012 for use on properties where there is a potential threat to public health and safety and where residential uses or uses that congregate large groups of people should be avoided. The current "RS-6" District allows residential dwellings with a minimum lot size of 6,000 square feet. Other permitted uses in the "RS-6" District include churches and schools. This rezoning will create greater compatibility with and protect public health and safety under Navy flight patterns. The properties being rezoned are located under an Accident Potential Zone 1 (APZ-1) as defined in the Navy's 2009 Air Installation Compatible Use Zone Study. The study recommends that residential uses or uses that could congregate large groups of people be prohibited under an APZ-1. Prior to the Navy's 2009 AICUZ Study, the subject properties were not located in an Accident Potential Zone due to different flight patterns used by pilots prior to 2009. As a follow up to the 2009 Navy AICUZ Study, the City conducted a Joint Land Use Study (JLUS) that was adopted by Council on October 8, 2013. JLUS recommendation LU-313 recommends that the City rezone undeveloped property in the Accident Potential Zones around Cabaniss Field to ensure that new development is compatible with the Navy's operations. Rezoning the subject properties to the "CC" District will help prevent incompatible developments under the Cabaniss Field Runway 31 flight pattern. Rezoning to the "CC" District will allow a wide variety of commercial uses including: retail uses, leasing or renting consumer home and business goods, social service uses provided there are no residents, commercial parking, office uses, personal service uses, repair-oriented service uses, shopping centers, vehicle sales and service uses, wholesale trade uses, and many other uses. Dwellings, schools, churches, bars, restaurants or uses that congregate large groups of people are not permitted. Rezoning to the "CC" Commercial Compatible District will help to protect public health, safety and welfare by preventing new uses that are not compatible with Navy use guidelines. Opposition to this rezoning currently stands at 66% of the land area being rezoned. ALTERNATIVES: Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed rezoning is consistent with the City's adopted Comprehensive Plan and NAS Corpus Christi Joint Land Use Study (JLUS). The JLUS was adopted by Council on October 8, 2013. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Planning/Environmental Services, Legal, and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital o Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Aerial Overview Map Zoning Report with Attachments Ordinance with Exhibits J r � 3 y e ...........�.�... Ak M1 n , ,yu 06 Ie. y G .tiy i� I Y w I II IIV �ins i u r ii ;Ili III�I�If�lll Il+l I`'ll I i u� I PLANNING COMMISSION FINAL REPORT Case No.: 0713-02 HTE No. 13-10000027 Final Planning Commission Hearing Date: September 25, 2013 Applicant: City of Corpus Christi Owners: Nueces Real Estate Partnership & Aaron and Adam Nathan Inc. a Legal Description/Location: Being an approximately 82-acre tract of land Q Q .c out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony E ca Lands, as shown on the map provided, located on the south side of Weber o Road and on the east and west sides of Yorktown Boulevard. From: "RS-6" Residential Single-Family 6 District y To: "CC" Commercial Compatible District .� n Area: Approximately 82 acres io QPurpose of Request: To rezone property to a zoning district that is compatible with Navy flight patterns and consistent with the City's Comprehensive Plan. Existing Zoning Existing Land Use Future Land Use District Conservation/ Commercial & Site "RS-6" Single-Family 6 Preservation & c� Drainage Corridor Vacant a� y Light Industrial & c North RS-6 Single-Family 6 Vacant •E ? Commercial C Conservation/ Low Density c South "RS-6" Single-Family 6 Preservation & Residential & Vacant Drainage Corridor y "RS-6" Single-Family 6 w East & "RS-4.5" Single- Low Density Low Density Family 4.5 Residential Residential West "RS-6" Single-Family 6 Conservation/ Conservation/ Preservation Preservation Area Development Plan: The subject properties are located within the cL c boundaries of the Southside Area Development Plan (ADP) and are planned for commercial uses. The proposed change of zoning to the "CC" Commercial a c Compatible District is consistent with the adopted Future Land Use Plan. o Map No.: 047034, 048034, 047033 a Zoning Violations: None Final Report Case#0713-02 City of Corpus Christi Page 2 C ° Transportation and Circulation: The subject properties have approximately 3,110 feet of frontage along the south side of Weber Road, which is a ° proposed "A3" Primary Arterial Divided street, and approximately 3,500 feet of CL frontage along the east and west sides of Yorktown Boulevard, which is an "A3" Primary Arterial Divided street. H Urban Proposed Existing Traffic Street Transportation � Plan Type Section Section Volume O 0� "A3" Primary 130' ROW 105' ROW 17,801 Q Weber Rd. Arterial Divided 79' paved 68' paved 2010 ADT L cn Yorktown "A3" Primary 130' ROW 124' ROW Not Blvd. Arterial Divided 79' paved 79' paved Available Staff Summary: Requested Zoning: The requested rezoning is from the "RS-6" Single-Family 6 District to the "CC" Commercial Compatible District. The "CC" District was created for use where there is a potential threat to public health and safety and where residential uses or uses that congregate large groups of people should be avoided. The current "RS-6" District allows residential dwellings with a minimum lot size of 6,000 square feet. Other permitted uses in the "RS-6" District include churches and schools. Air Installation Compatible Use Zone (AICUZ): This rezoning will create greater compatibility and protect public health and safety under Navy flight patterns. The property requested for rezoning is almost entirely under an Accident Potential Zone 1 (APZ-1) as defined in the Navy's 2009 Air Installation Compatible Use Zone Study (AICUZ). The study recommends prohibiting new residential uses or uses that could congregate large groups of people for property under Accident Potential Zone 1. Prior to the Navy's 2009 AICUZ Study, the subject property was not designated as an Accident Potential Zone. As a follow up to the 2009 Navy AICUZ Study, the City conducted a Joint Land Use Study. The JLUS Policy Committee, on May 9, 2013, formerly accepted the study as part of the Department of Defense Office of Economic Adjustment grant. The JLUS Policy Committee was composed of the Mayor, one City Councilperson, the County Judge, Vice President of TAMU-CC, and two Planning Commissioners. The JLUS was adopted by Council on October 8, 2013. JLUS Study recommendation LU-313 recommends that the City rezoning undeveloped property around Cabaniss Field to ensure compatibility of new development. Rezoning the property to the "CC" District will help to prevent incompatible uses under the Cabaniss Field Runway 31 flight pattern and protect public health and safety. Final Report Case#0713-02 City of Corpus Christi Page 3 Existing Land Uses & Zoning: North of the subject property is vacant land zoned with the "RS-6" Single-Family 6 District. South and west of the subject property is Oso Creek, and vacant land which is zoned with the "RS-6" Single-Family 6 District. East of the subject property are single-family dwellings zoned "RS-6" Single-Family 6 District and "RS-4.5" Single-Family 4.5 District. The subject property was originally zoned for residential single family uses as part the City's annexation program on April 11, 1989. Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is located within the boundaries of the Southside Area Development Plan and the rezoning is consistent with the adopted Future Land Use Plan, which designates the property for future commercial use. Property Owner Outreach: • In February 2013, Planning and Environmental Services Department sent certified letters to each of the two property owners to explain the City's intent to pursue rezoning. • The certified letters invited each of the two property owners to meet with City staff at their convenience to discuss the rezoning. Staff has discussed the rezoning with the two property owners. Nueces Real Estate Partnership has indicated that they are not in favor of the rezoning. The Aaron and Adam Nathan property owner agrees with the rezoning.(See Attachment 2) • The property owners were also invited to the JLUS public workshops held in October 2012 and March 2013. Aggregate attendance at these two meetings was approximately 225 citizens. Department Comments: • The purpose of the Cabaniss Field airport is to provide training to student pilots on the twin engine T-44 aircraft. • The subject property is undeveloped. • Rezoning to the "CC" District will allow a wide variety of commercial uses including: retail uses, leasing or renting consumer home and business goods, social service uses provided there are no residents, commercial parking, office uses, personal service uses, repair-oriented service uses, shopping centers, vehicle sales and service uses, wholesale trade uses, and many other uses. • Dwellings, schools, churches, bars and restaurants or uses that congregate large groups of people are not permitted. • Aircraft accidents are very rare, but if there is an accident the Navy has determined the AICUZs as the most likely locations. • Disregard of Navy guidelines could contribute to a realignment or closure if the Navy cannot continue to safely conduct their mission at NASCC and Cabaniss Field. • A recent national assessment of land use compatibility was conducted at all Navy installations. While the assessment was not made available to the public, DOD personnel familiar with the study indicated that NASCC has a comparatively large number of incompatible structures under Navy flight patterns. Final Report Case#0713-02 City of Corpus Christi Page 4 • Rezoning to the "CC" Commercial Compatible District will help to protect public health, safety and welfare by preventing new uses that are not compatible with Navy use guidelines. Planning Commission and Staff Recommendation (September 25, 20131: Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CC" Commercial Compatible District. c Number of Notices Mailed — 72 within 200-foot notification area; 0 6 outside notification area a 2 land owners As of October 25, 2013: 0 In Favor — 1 (inside notification area); 0 (outside notification area) In Opposition — 5 (inside notification area), 1 (outside notification area) a Totaling 66% of the area being rezoned in opposition. Totaling 1.848% within the 200-foot notification area opposed. Attachments: 1. Location Map (Aerial) 2. Air Installation Compatible Use Zones and Property Owners In Favor and Opposed 3. Existing Land Use map 4. Future Land use map K:\DevelopmentSvcs\SHARED\ZONING CASES\2013\0713-02 City of CC(82 ac)\Council Documents\0713-02 Report for Council City of CC rev 10- 25-2013.docx I C7 Ir, n uivnn' " i u t +� d rt, CASE: 0713-02 4/ .t '~... 2093 AERIAL WITH SUBJECT PROPERTY r' �"' •. Subject Property m SUBJECT City of �..,� C � Report Attachment 1 LOCATIn" MAP i Ell Aaron and ,� :, , W,," + r Adam Nathan Inc.5.26 Ac. I Ilks u f �"'M;[r, A.W✓. ury A/ " .� .. r �l ✓ / / 5f� ""'N r NF.TY,�.4ry..,ylrpp� xTM �I t 4 le IT ' - ,'� /�� ✓"'""� "'� _..._.,rte ry� +r wn��my'"'.�`,..0��� °�4''���� `` P'RO'PERTY � R 10 4.'�� J m Rezoning includes approx.9.36 Ac.Yorktown Blvd. �� � � 0 400 800 CASE: 0713-02 Legend Z, SUBJECT PROPERTY SUBJECT INSTALLATION COMPATIBLE USE ZONE clear Zone �IIpppp��pp��IIIIIIIINNIIIIIIII11IIIIII��1111�� 1�11111���111111 Accident Potential Zone 1 Fl �. .,.. Accident Potential Zane 2 � F In Favor—signed rezoning application O �✓a In opposition-by written notice � D4TAOR� 6R0A1° Irvdm eport R Attachment 13 R' II yy I��+Il pllllllj�����lllllll 1111111 ,� � PE 1IIIIIIIIIIIIIIIIIIIII �+`�,. � dh G'9 uuuuuuuuuuu X41 ' �` �� 41IIIIIIIIIIIIIIIIV� 2 «, II 2 o r, �wfm I v r F SUBJECT �n PROPERTY 445Jr Jf � r `i M �rIy vg., AQ r d r I �� t1' 400 800 " m e raN �R Feet ., , r rN9e Irv» v l er t I I 1 EXISTING LAND USE ,Estate,Residential-ER Light industrial-LI LQI? Low Density Res.-LDR Heavy industrial-Hl SUBJECT Wd Dernsity Res.-MDR Public Sepal-Public-PSP m PROPE,RI y High Density Res,-HDR Park Wbile Home-Milli � Drainage Corridor-CDC Vacant-VA C � ff Conservation/Preservation-CP' � ..., Professional Office-PO Water Commercial-COMR Map Scale. 1:7,200 ra L{ A City of !r CcDtp�a� ..,., Report Attachment 3 rr©nr MAP + hristg ,m I' l III rr i 1' f l l , rrrrrr q�po!I III IIIIIIIII lY�iil " ' �t7 R '',.:,k 'llllllll nnnnnnnnnnnnnl Illilllil S ��� � / ,. � ER KD rr ' z d. a� ER lr r � I 1 � Zlb 1 I I II Ll'DR / Y ; PERN. n Ro° ` -7 I- DR 0 400 {1�D Dare aV :9 v Feet ". e s tme r MM t "er�4 S n f CANE: 01713-02 , .. ,.... FUTURE LAND USE r4griculturalJRural-AR M Tourist.TOR Estate Residential-ER Research/Business Park-RBP Low Density Fes.-LOR Li g ht Industrial-Ll d� SUBJECT .y Heavy Industrial-Hl ERTY JN?ed Density Res.-1VJCDR High Density Res.-HOR' Public Semi-Public-PSP PROP Mobile Home-MH Park F vac Vacant-VAC Drainage,Corridor-DC Professional Office-PO �j Dredge Placement-[DP " commercial-COM hater E C CvnservativnlPreservation-CP Transportation Plan Fxisting Proposed WOMMUM Expressways M®MEM€ �v�i;: w.wr Atterials � ��Q Collectors �,� � Map Scale: 8':7,200 �"ti � �' City tD'f Parkway L0CA;-l�01 f l�9�P � �� M tfl �. Railroad Report Attachment 4 Ordinance amending the Unified Development Code ("UDC"), upon initiation by the City of Corpus Christi, Texas, by changing the UDC Zoning Map in reference an approximately 82-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, from the "RS-6" Single-Family 6 District to the "CC" Commercial Compatible District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, September 25, 2013, during a meeting of the Planning Commission, and on Tuesday, November 12, 2013, during a meeting of the City Council, 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 the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon initiation by the City of Corpus Christi, Texas ("City"), the Unified Development Code ("UDC") of the City, is amended by changing the zoning on an approximately 82-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands (the "Property"), located on the south side of Weber Road and on the east and west sides of Yorktown Boulevard, from the "RS-6" Single-Family 6 District to the "CC" Commercial Compatible District (Zoning Map Nos. 047034, 0480347 047033), as shown in Exhibit "A." Exhibit A, which is a location map pertaining to the Property, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the official publication of the City as required by the City Charter of the City. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 20 ATTEST: City Secretary Nelda Martinez Mayor Page 2 of 2 0713-02 Ordinance,City of CC I L (�2 13 FR O 4 q�11',E RD 1� p7� �kr � re "Kr' Sa SUBJECT PROPERTY R 4 4' � . too, w n Caare 0' 400 800 F�rparedy erray w Feet uarrr a ror v 1 err"fz MI,c CANE: 13- '" � SUBJECT PROPERTY WITH ZONING E Subject ` Propedy wUB,.lEC7` �. �... m "PRoPERry ". RM-t Multifamily t IL Light Industrial 4 RM-2 Mtultlfamily 2 IH Heavy Industrial R.M-3 Mlultlfamily 3 PUD Planned Unn Bev.Overlay F. 4: �e "•..� ry,.„, ON ProfesslonaI Office RS-10 Single-Famlly to RWAT MiuIt Item'ilyAT RS-5 Single-Family 6 CH-t Heigfrtacrfaood commercial RS-4.5 Singie-Family 4.5 CH-2 Helghtaornood Commercial RS.TF Two-Family / CR•t Resort Commercial 1 !!! RS-t5 Single-Family tS 'h CR.2 Re"Ott Commercial RE Residential Estate CG-1 G.neral Commercial RS-TH Townhouse CG-2 General Commercial SP Special Permit Cl Intensive Ct mrvaercfal RV Recreational'Vehicle Park CRp Downtown Commercial Manufactured anufaaturedHome Resort ra wu�Ir: CRw' Peromcme9^cial , FR Farm Rural """ City of Historic Overlay C0 us BP Business Park. LOCA�i�©� MAP Christi EXHIBIT A i a tl' 1 _d AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of November 12, 2013 Second Reading Ordinance for the City Council Meeting of November 19, 2013 DATE: October 25, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV@cctexas.com (361) 826-3189 Rezoning Near Cabaniss Field from Single-Family Residential To Compatible Industrial By the City of Corpus Christi Property Addresses: 6921 and 7539 Weber Road and 7030, 7033, 7057, 7058, 7110, 7130 Brezina Road CAPTION: Case No. 0713-03 City of Corpus Christi: A change of zoning from the "RS-6" Single- Family 6 District to the "IC" Industrial Compatible District. The property is described as being approximately a 102.287-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, and Lots 2, 4-A and 5, Block 2, and Lot 2, Block 1, Brezina Farm Tracts, located between Bratton and Weber Roads, and east and west of Bratton Road. PURPOSE: The purpose of this item is to rezone the subject properties to a zoning district that is compatible with Navy flight patterns and consistent with the City's Comprehensive Plan. RECOMMENDATION: Planning Commission and Staff Recommendation (October 9, 2013): Approval of rezoning from the "RS-6" Single-Family 6 to the "IC" Industrial Compatible District. BACKGROUND AND FINDINGS: As detailed in the attached report, the City of Corpus Christi is proposing the rezoning of private properties from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District. The "IC" District was created in December 2012 for use on properties where there is a potential threat to public health and safety and where residential uses or uses that congregate large groups of people should be avoided. The current "RS-6" District allows residential dwellings with a minimum lot size of 6,000 square feet. Other permitted uses in the "RS-6" District include churches and schools. This rezoning will create greater compatibility with and protect public health and safety under Navy flight patterns. The properties being rezoned are located under an Accident Potential Zone 1 (APZ-1) as defined in the Navy's 2009 Air Installation Compatible Use Zone Study. The study recommends residential uses or uses that could congregate large groups of people to be prohibited under an APZ-1. Prior to the Navy's 2009 AICUZ Study, the subject properties were not located in as an Accident Potential Zone due to different flight patterns used by pilots prior to 2009. As a follow up to the 2009 Navy AICUZ Study, the City conducted a Joint Land Use Study (JLUS) that was adopted by Council on October 8, 2013. JLUS recommendation LU-313 recommends that the City rezone undeveloped property around Cabaniss Field to ensure that new development is compatible with the Navy's operations. Rezoning the subject properties to the "IC" District will help prevent incompatible developments under the Cabaniss Field Runway 31 flight pattern. Rezoning to the "IC" District will allow a wide variety of commercial and industrial uses including: warehouses, wholesale trade uses, light industrial services (without aboveground fuel storage), retail uses, office uses, personal service uses, repair- oriented service uses, shopping centers, vehicle sales and service uses, and many other uses. This rezoning would also make any existing single-family dwellings located on the subject properties non-conforming uses since residential uses are not permitted in the "IC" District. As a non-conforming use, an existing single-family dwelling would be prohibited from increasing the size of the dwelling and it could not be rebuilt if destroyed by natural or accidental causes. The "IC" District will also prohibit dwellings, schools, churches, bars, restaurants or uses that congregate large groups of people from being developed on the subject properties. Rezoning to the "IC" Industrial Compatible District will help to protect public health, safety and welfare by preventing new uses that are not compatible with Navy use guidelines. Opposition to this rezoning currently stands at 62% of the land area being rezoned ALTERNATIVES: Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed rezoning is consistent with the City's adopted Comprehensive Plan and NAS Corpus Christi Joint Land Use Study (JLUS). The JLUS was adopted by Council on October 8, 2013. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Planning/Environmental Services, Legal, and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital o Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Aerial Overview Map Zoning Report with Attachments Ordinance with Exhibits �^ � 1h� � ud �µ,y��Ty,'hbj/, �NI9' � ,,,k'�II" �'T ➢ Y^ YT �, ° r� R i a i F �9 / a I'Illllul Ili • �`i ,i/%, � � iii ��,�� YI; V', 1 r m. i V j u 9m pill , PLANNING COMMISSION FINAL REPORT Case No.: 0713-03 HTE No. 13-10000028 Final Planning Commission Hearing Date: October 9, 2013 Applicant: City of Corpus Christi c Owner: George W. Lambert and Carol M. Porter (5 ac.); Cruz Mendez etux CL (8.14 ac.); Stanley Soles etux (5 ac.); Robert D. Soles (4.68 ac.); Thomas M. Belian (3.925 ac.); Bret R. Fagg (1.61 ac.); Olga Wright Polly (5 ac.); and Nueces Real Estate Partnership (68.24 ac.) a o Legal Description/Location: Being an approximately 102.287-acre tract of aM land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony CM Q Lands, and Lots 2, 4-A and 5, Block 2, and Lot 2, Block 1, Brezina Farm J Tracts, located between Bratton and Weber Roads, and east and west of Bratton Road. From: "RS-6" Single-Family 6 District y To: "IC" Industrial Compatible District .F n Area: Approximately 102.287 acres io C Purpose of Request: To rezone property to a zoning district that is compatible with Navy flight patterns and consistent with the City's Comprehensive Plan. Existing Zoning Existing Land Use Future Land Use District Vacant land, mini "RS-6" Single-Family 6 storage, one Light Industrial & , & "FR" Farm Rural and one single Drainage Corridor family dwelling o "IL" Light Industrial & Light Industrial N North "RS-6" Single-Family 6 Commercial & Light Industrial c � Vacant J Vacant & Commercial & ' South "RS-6" Single-Family 6 Conservation/ Conservation/ w Preservation Preservation East "RS-6" Single-Family 6 Vacant Commercial West "FR" Farm Rural Public/Semi-Public Public/Semi-Public Final Report Case#0713-03 City of Corpus Christi Page 2 Area Development Plan: The subject properties are located within the boundaries of the Southside Area Development Plan (ADP). The majority of the subject properties (99.787 acres) are designated on the Future Land Use cL c Plan for light industrial uses. The Future Land Use Plan designates a small portion of the subject properties (approximately 2.5 acres) at the intersection a 6 of Weber Road and Yorktown Boulevard for commercial uses. The ADP and aFuture Land Use Plan are elements of the City's adopted Comprehensive Plan. The proposed rezoning is consistent with the Comprehensive Plan. Map No.: 047034 Zoning Violations: None c Transportation and Circulation: The subject properties have 4,330 feet of frontage along Weber Road, which is a proposed "A3" Primary Arterial C Divided street, and approximately 1,150 feet of frontage along the east and CL y west sides of Brezina Road, which is a "Cl" Minor Residential Collector c street. Urban Proposed Existing Traffic Street Transportation Section Section Volume d Plan Type 0� "Cl" Residential 60' ROW 60' ROW Not QBrezina Rd. Collector 40' paved 14' paved Available L Weber Rd. "A3" Primary 130' ROW 105' ROW 17,801 Arterial Divided 79' paved 68' paved 2010 ADT Staff Summary: Requested Zoning: The requested rezoning is from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District. The "IC" District was created for use where there is a potential threat to public health and safety and where residential uses or uses that congregate large groups of people should be avoided. The current "RS-6" District allows residential dwellings on a minimum 6,000 square foot lots. Other permitted uses in the "RS-6" District include churches and schools. Air Installation Compatible Use Zone (AICUZ): This rezoning will create greater compatibility and protect public health and safety under Navy flight patterns. The property requested for rezoning is almost entirely under an Accident Potential Zone 1 (APZ-1) as defined in the Navy's 2009 Air Installation Compatible Use Zone Study. The study recommends residential uses or uses that could congregate large groups of people to be prohibited under Accident Potential Zone 1. Prior to the Navy's 2009 AICUZ Study, the subject property was not designated as an Accident Potential Zone. As a follow up to the 2009 Navy AICUZ Study, the City conducted a Joint Land Use Study. The JLUS Policy Committee, on May 9, 2013, formerly accepted the study as part of the Department of Defense Office of Economic Adjustment grant. The JLUS Final Report Case#0713-03 City of Corpus Christi Page 3 Policy Committee was composed of the Mayor, one City Councilperson, the County Judge, Vice President of TAMU-CC, and two Planning Commissioners. The JLUS was adopted by Council on October 8, 2013. JLUS Study recommendation LU-313 recommends that the City rezoning undeveloped property around Cabaniss Field to ensure compatibility of new development. Rezoning the property to the "IC" District will help to prevent incompatible uses under the Cabaniss Field Runway 31 flight pattern. Existing Land Uses & Zoning: North of the subject properties are light industrial uses and vacant land zoned "IL" Light Industrial District and "RS-6" Single-Family 6 District. South and east of the subject properties is vacant land zoned "RS-6" Single-Family 6 District. West of the subject properties is Cabaniss Field zoned "FR" Farm Rural District. (The subject properties were originally zoned for single-family residential uses as part of the City's annexation of the property on April 11, 1989.) Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject properties are located within the boundaries of the Southside Area Development Plan and the rezoning is consistent with the City's adopted Comprehensive Plan. This rezoning is also consistent with the City's Joint Land Use Study that was adopted by Council on October 8, 2013. Property Owner Outreach: • In February 2013, Planning and Environmental Services Department sent certified letters to each property owner to explain the City's intent to pursue rezoning. • The certified letters invited each property owner to meet with City staff at their convenience to discuss the rezoning. Staff met or spoke with all eight property owners or their representatives. • Four (approximately 22.82 acres) of the eight property owners have agreed with the rezoning on their property and signed the rezoning application. (See Attachment 2) • The property owners were also invited to the JLUS public workshops held in October 2012 and March 2013. Aggregate attendance at these two meetings was approximately 225 citizens. Department Comments: • The purpose of the Cabaniss Field airport is to provide training to student pilots on the twin engine T-44 aircraft. • The subject property is primarily undeveloped except for two uses on Brezina Road: a mini-storage business w/caretakers quarters; and one single family dwelling. • Rezoning to the "IC" District will make the single-family dwelling a non-conforming use as residential uses are not permitted in the "IC" District. The impact on the single family used property would be to prevent an increase or expansion of the footprint of the dwelling. In addition, if the value of the dwelling is more than 50% destroyed the property owner will not be allowed to rebuild a single-family use. • Aircraft accidents are very rare, but if there is an accident the Navy has determined the AICUZs as the most likely locations. Final Report Case#0713-03 City of Corpus Christi Page 4 • City action to disregard Navy guidelines could contribute to a realignment or closure if the Navy cannot continue to safely conduct their mission at NASCC and Cabaniss Field. • A recent national assessment of land use compatibility was conducted at all Navy installations. While the assessment was not made available to the public, DOD personnel familiar with the study indicated that NASCC has a comparatively large number of incompatible structures under Navy flight patterns. • Rezoning to the "IC" Industrial Compatible District will help to protect public health, safety and welfare by preventing new uses that are not compatible with Navy use guidelines. Planning Commission and Staff Recommendation (October 9, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District. c Number of Notices Mailed — 59 within 200-foot notification area; 0 7 outside the notification area a 8 landowners As of October 25, 2013: 0 In Favor — 1 (inside notification area); 0 (outside notification area) In Opposition — 1 (inside notification area), 0 (outside notification area) a Totaling 62% of the area being rezoned in opposition. Totaling 8.788% within the 200-foot notification area in opposition. Attachments: 1. Location Map (Aerial) 2. Air Installation Compatible Use Zones and Property Owners in Favor and Opposed Map 3. Existing Land Use map 4. Future Land use map K:\DevelopmentSvcs\SHARED\ZONING CASES\2013\0713-03 City of CC(111 ac)\Council Documents\0713-03 Report for Council,City of CC_10-25- 2013.docx a Y ji �1 �w G i f I " Y. e a .1' "Yi V L, c f CASE: 0713-03 2013 AERIAL WITH SUBJECT PROPERTY Subject SUBJECT ✓` Property ,w PROPERly q N t '"" "�"w, ,✓ us ATTACHMENT 1 LOCAT16N SAP hristl � r G 8 qa CASE: 0713-03 Legend SUBJECT PROPERTY d� , I AIR INSTALLATION COMPATIBLE USE ZONE PR S Clear ZoneI Accident Potential Zone 1 Accident Potential Zone 2 a� In Favor—signed rezoning application or verbal agreement u O � + ` . iYOf XIn opposition-by written notice us LOCATI ON MAP 1 � �heristi r '� rY � � ��IUIIIIIIIIIIIIIIIIIIIIIII I II IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII � � �r l l`�>I � ' r �a III " �I Plllllllllllllllllllllllll�i� 5 u+��r svr ca ,gyp *rim ' rile NO WESER RD r "� a{ 82 . U 40{ Fe�Pt e n eve aE1 �t �r[ ery be`� CASE: 01713MU03 ,�.. -•n�,.,,,�M Mrs ,EXISTING LAND USE -C P' Estate Residential-ER Light Industrial-Cl F-ft Low Density Res.-L DR" haw Heavy Industrial-HI � SLI}�.IECT Med Density Res.-MDR Public Semi-Public-PSP PR rr High Density Res.-HDR Park / Mobile Home-MH Drainage Corridor-0C c Vacant-VA C F �"�j C rvationlPeservation-CP - _...._... ���� Professional Office PO ter Commercial-COM ✓ Map Scale: 1:71200 N City 0 ATTACHMENT 3 LOCATION IAA % Christi.I r' Corpus ,/ IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII �;JJ r r'�! � r ,il i IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII � ``'t �f�' "' 1 " /l � , IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 1 111111 VIII ! � i� rt,+ �r ��i �,q ;n, 11 ��„ � � � ,� ,, t a1 1 r ,'� � 1- rr� rjl�ilr ri ����r'� I' eYl r• �� r�� 1�rif'��,��, r �Il{��',� ��r rlr�rif rat�r a.' !� rl r�i a��%j�^r (r/l�i ,- �✓��r t"�,�;r rh ��� re r�ilrV� "%,�� rl A ` r r l i��JY � r� ✓IJ 1 .fir! �`��'" � ✓ fl l' i r � rr r r ��� � 'r r o � i WE LQ i1C` ,ttr s�4c ER 0 CASE.- 0713-0'3 Po FUTURE LAND E Agri+culturallRural-AR = Tourist•TOR EiD Estate Residential-ER ResearchlBusiness bark-RSP -0 c LtDFt Loan Density Res.-LDR Light Industrial-Ll ��SUBJECT �Y651, � Med Density Res.-MDR Heavy Industrial-HI PROPERTY '�'; •, High Density Res..HOR Public Semi-Public-P'SP " Mobile Home-MH Park vac Vacant-VAC bC Drainage Corridor-DC Professional Office-PD EDE Dredge Placement.DP commercial.COM Water Transportation Plan ConservationlPreservation-CP N Ex0s fr q e-pled ... y. 000OQxa0a01 Expressways ioaeca0 v t Arterials City Of Map Scaie: 1:7,200, t � Collectors _--- /" Corpus Parkway LOCATICrN rQF° ( hris Railroad 11 ATTACHMENT Ordinance amending the Unified Development Code ("UDC"), upon initiation by the City of Corpus Christi, Texas, by changing the UDC Zoning Map in reference an approximately 102.287-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, and Lots 2, 4-A and 5, Block 2, and Lot 2, Block 1, Brezina Farm Tracts, from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, September 25, 2013, and October 9, 2013, during meetings of the Planning Commission, and on Tuesday, November 12, 2013, during a meeting of the City Council, 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 the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon initiation by the City of Corpus Christi, Texas ("City"), the Unified Development Code ("UDC") of the City, is amended by changing the zoning on an approximately 102.287-acre tract of land out of Lots 3 and 4, Section 12, and Lot 1, Section 18, Bohemian Colony Lands, and Lots 2, 4-A and 5, Block 2, and Lot 2, Block 1, Brezina Farm Tracts (the "Property"), located between Bratton and Weber Roads, and east and west of Bratton Road, from the "RS-6" Single-Family 6 District to the "IC" Industrial Compatible District (Zoning Map No. 047034), as shown in Exhibit "A." Exhibit A, which is a location map pertaining to the Property, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the official publication of the City as required by the City Charter of the City. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 20 ATTEST: City Secretary Nelda Martinez Mayor Page 2 of 2 0713-03 Ordinance,City of CC � M . M W b M 8 n9 �yryr� '^U U � Mtl� YW 'dam X5 d•Y yly. G %'fly \ wy 4y avU � �np fJ�yy Jh a M 0 YYI �•a � 1�f rvY 4 „t Z m a tar :"t '✓ `"w n ;� ""rn„r. 0 400' 8 �i PrBY.evt?1 rr1 Fe n " „' aA"p dzrwres s1kv op�iie cis CASE: 0713-03 �M SUBJECT PROPERTY WITH ZONING E� Subject ;qrxG Property �'� 'z PROPERTY RM-f Mutlfdfamllyl IL Light Industrial RM-2 Multifamily$ NN Heavy industrial R'..M-S Multifamily a PUD Planned Unit'Dev.Overlay '. ON ProfesslonaI Office RS-10 Sin de-PamIN 10 RM-AT Mull Nlamdly AT' RS-6 Singla-Family,5 43 v •", ,`. CN<t Neighborhoad Commerciai RS-4,5 Single-F'amlly,4.5 CN•2 Ne lghborhood Commercial RS•TF Two•Family �� `•. �CR•1 Resort Commercial RS-15 Single-Family 15 '' CR•2 R e sort Commercial RE Residential Estate CG-1 General Commercial RS-Tif Townhouse y CG•2 General Commercial SP Special Permit CI Intensive Commercial Rw! Recrealtltlnal Vehicle F"ardt' N CB'f3 R---mown Commercial Man ufacfured Name v.' ✓ I,,.. '`.,�.. CR-3 Resort Commegc lad RM6i FR Farm Rural ins Y, `,,,, City Of 0 N Historic Overlay �t �6 r+�w� �p �u , BP dfuame$,Park. L7,.r ri CAir d'Yx,Y .J"' ( 1,� Rr1.T"1 EXHIBIT A AGENDA MEMORANDUM Action Item for the City Council Meeting of November 12, 2013 xg 2 DATE: 10/31/13 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services MarkVV @cctexas.com (361) 826-3897 Resolution Approving the Staples Street Station of the Corpus Christi Regional Transportation Authority as a Station or Terminal Complex under the provisions of Chapter 451 of the Texas Transportation Code. CAPTION: Resolution Approving the Staples Street Station of the Corpus Christi Regional Transportation Authority as a Station or Terminal Complex under the provisions of Chapter 451 of the Texas Transportation Code. PURPOSE: Adopt a Resolution Approving the Staples Street Station of the Corpus Christi Regional Transportation Authority as a Station or Terminal Complex as necessary under the provisions of Chapter 451 of the Texas Transportation Code so that the Corpus Christi Regional Transportation Authority can finalize their financial requirements. BACKGROUND AND FINDINGS: The Corpus Christi Regional Transportation Authority is in the process of expanding the Staples Street Transit Station to accommodate more busses and passengers, provide a customer service center and RTA administrative space, and include space for the Metropolitan Planning Organization, Nueces County, and other tenants. Financing for the project requires approval by bond counsel and the Texas Attorney General's office, and they have required that the expanded facility be designated as a station or terminal complex under Chapter 451 of the Texas Transportation Code, which is the governing law for the Corpus Christi Regional Transportation Authority. That statute allows the Corpus Christi Regional Transportation Authority to include a broad variety of facilities within a transit station; however, the location must be approved by the municipal authority as consistent with the City's zoning and development codes. This location is in a zoning district approved for transit terminals, office space and retail facilities under the UDC. ALTERNATIVES: Do not adopt this Resolution Approving the Staples Street Station of the Corpus Christi Regional Transportation Authority as a Station or Terminal Complex. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed expansion project is located within the appropriate zoning district and will have uses that are in compliance with the Unified Development Code. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not Applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Not Applicable RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: 1. Resolution Resolution Approving the Staples Street Station of the Corpus Christi Regional Transportation Authority as a Station or Terminal Complex under the provisions of Chapter 451 of the Texas Transportation Code. Whereas, the Corpus Christi Regional Transportation Authority (the "RTA") is a metropolitan transit authority operating under Chapter 451 of the Texas Transportation Code; Whereas, the Staples Street Station across the street from City Hall has been operated as a major transit facility for passengers utilizing the busses and trolleys operated by the RTA since 1990; Whereas, the RTA plans to expand the Staples Street Station to accommodate more busses and passengers, provide a customer service center and RTA administration space, and include office space for the Metropolitan Planning Organization, Nueces County and other tenants active in the downtown area; and Whereas, the uses of the Staples Street Center will be consistent with the comprehensive plan of the City and the City's Unified Development Code; and Whereas, the development of the Staples Street Center will include additional uses such as the Metropolitan Planning Organization, Nueces County, and other tenants requires designation of Staples Street Center as a station or terminal complex under Chapter 451 of the Texas Transportation Code; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: Section 1. The City hereby approves the RTA's Staples Street Center as a station or terminal complex under Chapter 451 of the Texas Transportation Code with such uses as shall be consistent with the City's comprehensive plan and Unified Development Code and approves the location of the Staples Street Center as to conformity with the comprehensive plan or general plan of the City. For the purposes of this Resolution, the Staples Street Center is defined as that area bound by Staples Street, Leopard Street, Artesian Street and Mestina Street in downtown Corpus Christi. ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: City Secretary Nelda Martinez, Mayor City of Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Kelly Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott d AGENDA MEMORANDUM oaPOwR ko First Reading for the City Council Meeting of November 12, 2013 2852 Second Reading for the City Council Meeting of November 19, 2013 DATE: October 18, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police floydspcctexas.com 886-2603 Appropriating $678,805 from the Crime Control and Prevention District unreserved fund balance in to the Crime Control District Fund CAPTION: Ordinance appropriating $678,805 from the unreserved fund balance in No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2013-2014 operating budget, and changing the FY 2013-2014 operating budget adopted by Ordinance No. 029915 by increasing appropriations by $678,805. PURPOSE: On October 16, 2013 the Crime Control Board approved $678,805 for one time expenditures. BACKGROUND AND FINDINGS: Approved purchases include speed trailers, video surveillance equipment, drug canine, patrol rifles, body armor, radars, tasers, automated ticket writers, computerized target system for range, and new stripping for black and white marked units. The "unaudited" fund balance as of 07/31/2013 is $3,877,035. Historically the Crime Control District Board approves funds for the purchase of onetime items each fiscal year. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance OMB FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 1 $678,805 1 1 $678,805 BALANCE 1 1 $678,805 $678,805 Fund(s): 9010 Crime Control and Prevention District Fund RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Appropriating $678,805 from the unreserved fund balance in No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2013-2014 operating budget; and changing the FY 2013-2014 operating budget adopted by ordinance 029915 by increasing appropriations by $678,805. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $678,805 is appropriated from the unreserved fund balance in the No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2013-2014 operating budget. SECTION 2. That the FY 2013-2014 Operating Budget, adopted by Ordinance No. 029915, is changed by increasing appropriations by $678,805. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor d AGENDA MEMORANDUM oaPOwR ko First Reading Item for the City Council Meeting of November 12, 2013 2852 Second Reading Item for the City Council Meeting of November 19, 2013 DATE: October 22, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMop_cctexas.com 361-826-3460 Lease for Juvenile Assessment Center at Wilson Plaza CAPTION: Ordinance to authorize City Manager, or designee, to execute a 24 month lease extension agreement, with Wilson Plaza Associates LP, for first floor, suite #105, approximately 4,802 square feet of the Wilson Building, 601 Carancahua/615 Leopard, for $4,882 monthly rental payment. PURPOSE: The current lease for the suite at Juvenile Assessment Center at the Wilson Plaza Building expires on November 30, 2013. The Parks and Recreation Department will continue to utilize the suite for the operation of the Juvenile Assessment Center and Community Youth Development programs. BACKGROUND AND FINDINGS: In March 2010, City Council approved a 17-month lease agreement for the Juvenile Assessment Center (JAC) at the Wilson Plaza Building. In October 2011, City Council approved a 2 year lease agreement extension for the Juvenile Assessment Center and other municipal offices. The current lease agreement offers an extension for renewal the Parks and Recreation Department wishes to exercise. Funds have already been appropriated in the FY14 budget. Rent is adjusted on January of each year based on Consumer Price Index (CPI) or actual expense increase. ALTERNATIVES: Allow the current lease agreement to expire and locate a new facility for the Municipal Court and Juvenile Assessment Center to lease. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The City Council must authorize the City Manager to execute a contract or agreement that exceeds $50,000. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget 58,584 58,584 117,168 Encumbered / Expended Amount 14,646 14,646 This item 43,938 43,938 BALANCE 01 58,5841 58,584 Fund(s): Fund 9010 Comments: Funding for this lease is budgeted in the Parks and Recreation Department's Operating FY14 budget (Crime Control and Prevention District Fund) for the Juvenile Assessment Center and will continue to be budgeted in future years. RECOMMENDATION: Staff recommends city council approved the proposed motions. LIST OF SUPPORTING DOCUMENTS: Proposed Lease Ordinance to authorize City Manager, or designee, to execute a 24 month lease extension agreement, with Wilson Plaza Associates LP, for first floor, suite #105, approximately 4,802 square feet of the Wilson Building, 601 Carancahua/615 Leopard, for $4,882 monthly rental payment. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or his designee is authorized to execute a 24 month lease extension agreement, with Wilson Plaza Associates LP, for first floor, suite #105, approximately 4,802 square feet of the Wilson Building, 601 Carancahua/615 Leopard, for $4,882 monthly rental payment. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 7 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor STATE OF TEXAS ) COUNTY OF NUECES ) OFFICE LEASE EXTENSION AGREEMENT 1. PARTIES: That on this _ day of October, 2013, this Lease extension made between Wilson Plaza Associates L. P. Corpus Christi, Texas, as Landlord, and City of Corpus Christi Tenant. Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions herein and those set forth in the previous Lease agreement dated March 3, 2010, unless otherwise agreed herein, the demised premises described below. A copy of the original, March 3, 2010 lease agreement is available in the managers office, address below. 2. DEMISED PREMISES: The demised premises and building in which the premises are located, are described as follows: Building Name: Wilson Plaza Suite No. 105 Building street address, city, county, state: 615 Leopard Street, Corpus Christi, Nueces, Texas. Net rentable square footage of 4,802 as defined by BOMA standards of measurements. 3. TERMS: The term of this lease shall be for two 2 Years firm commencing on December 1, 2013, and ending November 30, 2015. 4. RENTS: Rent shall be $4,882.00 per month, payable in advance, on the first of each month at Landlord's office, if any, in the above building; otherwise, at such other address in said county as may be subsequently furnished by Landlord for such purposes, 900 Wilson Plaza West, Corpus Christi, Texas 78401-0669. Rent received after the first shall be deemed as delinquent. In the event any rent payable pursuant to this Agreement is not timely paid and remains unpaid for a period of ten (10) days after payment would otherwise be due, then a late payment charge shall be due and payable upon demand of Landlord in an amount equal to fifteen percent (15%) times the amount unpaid for each partial or full calendar month during which such rent remains unpaid. This charge shall be in addition to all other remedies provided for by the previous lease agreement. 5. USE: Tenant shall use the premises for the following purpose and no other (nature of Tenant's business) Juvenile Assessment Center (JAC). 6. TENANT BROKER: In the event Tenant employs a broker to negotiate future Lease transactions, whether expansions or renewals, the fee charged by the Tenant's Broker shall be paid by the Tenant and not included in the new Lease. WITNESS MY HAND this - day of 20 Wilson Plaza Associates, L. P. Focus Investment Co. L.L.C. General Partner By Robert H. Winter General Manager STATE OF TEXAS } COUNTY OF NUECES } This instrument was acknowledged before me on 72013 by Herman A. Parker, General Manager for Focus Investment Co.LLC, General Partner of Wilson Plaza Associates, L.P. Printed name of Notary Notary Public in and for the State of Texas My commission expires: WITNESS MY HAND this day of , 20 CITY OF CORPUS CHRISTI, TEXAS Attest Ron Olson Armando Chapa City Manager City Secretary Approved as to form: September , 2013 Douglas DeFratus, Assistant City Attorney for City Attorney STATE OF TEXAS } COUNTY OF NUECES } This instrument was acknowledged before me on 72013 by, ,City Manager for City of Corpus Christi, a Texas home-rule municipality, on behalf of such municipality. Printed name of Notary Notary Public in and for the State of Texas My commission expires: EXHIBIT "A" LEGAL DESCRIPTION Situated in the County of Nueces, State of Texas, to-wit: TRACT: Lot No. One (1), Two (2), Three (3), Four (4), Five (5) and Six (6) in Nixon Re-plat of the Lots No. Five (5), Six (6), Seven (7), and Eight (8), Block Three (3), BLUFF PORTION of the City of Corpus Christi, Nueces County, Texas, according to the map or plat thereof, recorded on Volume 4, Page 18, Map Records, Nueces County, Texas. TRACT II: Lots (2), in Block Three (3), Four (4), Nine (9), Ten (10), Eleven (11) and Twelve (12), in Block Three (3), of the BLUFF PORTION of the City of Corpus Christi, Texas, as shown by the map or plat thereof, recorded in Volume A, Page 3, Map Records, Nueces County, Texas. TRACT III: Being a part of the BLUFF PORTION of the City of Corpus Christi, Texas as shown on the map or plat of said city, recorded in Volume A. Page 3, Map Records, Nueces County, Texas and being more particularly described by Metes and bounds as follows: BEGINNING at a drill hole, in a concrete retaining wall, in the east boundary line of North Carancahua Street, the southwest corner of Block 3, BLUFF PORTION of the City of Corpus Christi, Texas and southwest corner of the R. M. Kleberg Tract, for the northwest corner of this survey; Thence South 88 degrees 31'20" East with the south boundary line of said Block 3, and north boundary line of said Kleberg Tract, and with the general course of an old board fence, 301.76 feet to a one inch iron pipe in the west boundary line of North Broadway, the Southeast corner of said Block 3, the northeast corner of said Kleberg Tract, for the Northeast corner of this survey; THENCE south 1 degree 00' West with the said West boundary of North Broadway, and east boundary line of said Kleberg Tract, 50 feet to a one inch iron pipe for the Southeast corner of this Survey; THENCE North 88 degrees 31'20" West parallel with said south boundary line of Block 3, and north boundary line of said Kleberg Tract, 301.84 feet to a drill hole in a concrete retaining wall in said east boundary line of North Carancahua Street, and west boundary line of said Kleberg Tract, for the southwest corner of this survey; THENCE North 1 degree 05'20" East with said east boundary line of North Carancahua Street and west boundary line of said Kleberg Tract, 50 feet to the PLACE OF BEGINNING and being the same land as described in a certain deed dated May 5, 1930, from R. M. Kleberg, and wife, Mamie S. Kleberg to D. K. Martin, Trustee, which is recorded in Volume 194 page 138-139, Deed Records, Nueces County, Texas. EXHIBIT "B" FLOOR PLANS #105 og J#C o FF,:: Fri, 0 EXHIBIT "C" LANDLORDS'S IMPROVMENTS Tenant accepts the demised premises in "As is" condition EXHIBIT "D" RENEWAL OPTION At the end of the original lease term, November 30, 2015, Tenant shall have the right to renew this lease for a period of three (3) one (1) year periods, provided that Tenant delivers to Landlord written notice of Tenant's intent to renew at least 120 days prior to the end of the lease term. However, Tenant shall not have such right of renewal if Tenant is in default as defined elsewhere in this Lease either at the time of such notice of renewal or at the end of the lease term. The terms of this lease during such renewal term shall continue, including rent adjustments as defined elsewhere in this Lease. 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: November 19, 2013 Agenda Item: Ordinance to authorize City Manager, or designee, to execute a 24 month lease extension agreement, with Wilson Plaza Associates LP, for first floor, suite#105, approximately 4,802 square feet of the Wilson Building, 601 Carancahua/615 Leopard, for$4,882 monthly rental payment. Amount Required: $ 43,938.00 Fund Name Account No. Fund No. Org. No. Project No. Amount Crime Control District 530160 9010 49002 $ 43,938 Total $ 43,938 Certification Not Required Director of Financial Services Date: SC 0 AGENDA MEMORANDUM powR ko First Reading Item for the City Council Meeting of November 12, 2013 1852 Second Reading Item for the City Council Meeting of November 19, 2013 DATE: October 21, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMo @cctexas.com 361-826-3494 Lease for Dick Runyan Field at Price Park CAPTION: Ordinance authorizing the City Manager or designee to execute a one year lease agreement with Incarnate Word Academy for the use of Dick Runyan Field at Price Park. PURPOSE: To renew the Incarnate Word Academy lease for Dick Runyan Field at Price Park for one year. BACKGROUND AND FINDINGS: The Incarnate Word Academy desires to renew their lease for High School baseball activity played at Dick Runyan Field at Price Park. ALTERNATIVES: Do not approve the agreement. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Action is required by City Council to renew the Incarnate word Academy lease for one year. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget 0.00 0.00 Encumbered / Expended Amount This item 0.00 0.00 BALANCE 0.00 0.00 Fund(s): n/a Comments: RECOMMENDATION: Staff recommends approval LIST OF SUPPORTING DOCUMENTS: Ordinance, Lease Agreement Ordinance authorizing the City Manager to execute a one year lease agreement with Incarnate Word Academy for the use of Dick Runyan Field at Evelyn Price Park. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or his designee is authorized to execute a one year lease agreement with Incarnate Word Academy for the use of Dick Runyan field at Evelyn Price Park. A copy of the Agreement is on file with the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND INCARNATE WORD ACADEMY This lease agreement("Lease")is entered into by and between the City of Corpus Christi,a Texas home rule municipal corporation ("City"),acting through its duly authorized City Manager or designee ("City Manager"), and Incarnate Word Academy ("Lessee"), a Texas nonprofit association, acting through its duly authorized President of Lessee. WHEREAS,the City owns property described on the attached Exhibits A and B,which said property is located in Corpus Christi, Nueces County, Texas, known as the"Premises"; WHEREAS,the Lessee desires to use the Premises for program described on the attached Exhibit A; and WHEREAS,the Lessee made improvements atthe Premises during the previous lease term which began November 2008; WHEREAS, the City desires to allow Lessee to use the Premises for said program; NOW, THEREFORE, the City and Lessee, in consideration of the mutual promises and covenants herein, agree as follows: Section 1. Term. Subject to the remaining terms and conditions hereof, the original term of this Lease is as described on the attached exhibit, beginning on day of final City Council approval, ("Effective Date")which is I , unless sooner terminated as set out herein. Section 2. Contact Person/Lease Administrator. For this Lease,the City's contact person and lease administrator is the Director of Parks and Recreation or designee ("Director"). Section.3. Premises and Improvements. The City leases to Lessee the Premises, as described and delineated in Exhibit and B the site map which is attached hereto and incorporated herein this Agreement by reference, and all improvements to the Premises("Improvements")including, without limitation, any buildings, lighting, the fields, fences, irrigation systems, and the grassed areas. Section 4. Consideration. In consideration of improvements installed by Lessee at the Premises during the previous lease term and in consideration of Lessee's compliance with the maintenance. and other terms of this Lease, the City grants to Lessee the use of the Premises to be used to operate the program described on Exhibit A each year during the months of January through May. Each year, during the months of January through May, Lessee must maintain the Premises and all Improvements in accordance with all maintenance rules, with respect to this Lease, set out by the City Manager or his designee in effect now and as promulgated in the future. Failure to maintain the Premises and all Improvements in accordance with these rules constitutes grounds for termination of this Lease. At a minimum, maintenance includes: (A) Lessee shall pick up and properly dispose of litter on a daily basis whenever the Premises are being used and weekly during the rest of the year. (B) Lessee shall keep fully operational and in good repair the Premises and Improvements.City has no responsibility for maintenance or repair to the Premises and Improvements. (C) Lessee must immediately report any vandalism to the Director,or designee,and the Corpus Christi Police Department, Nueces County,Texas. However,the City has no responsibility to repair 1 or replace any damages to Premises and Improvements caused by vandalism or caused by any other reason. (D) Lessee shall ensure that parking is confined to on-street parking only,or designated parking lots but no parking is to be allowed on grass. All motor vehicles must be restricted to the designated parking lot area. (E) Lessee will provide normal,scheduled mowing of the Premises.Lessee will be responsible for maintaining the fields as set out in herein below. Furthermore, Lessee will be responsible for maintaining the grass in the adjacent viewing/access areas at a safe height not to exceed six (6) inches; (F) Lessee shall maintain the fields within the Premises boundary lines. Grass on the fields must not exceed three.(3) inches. Lessee must mow the fields within.one (1) week after grass reaches three(3)inches in height. At least one month prior to the start of any season or pre-season practice,the fields must be gradually cut shorter and brought Into playing condition. Failure to keep the grass on the fields at or below three (3) inches in height or to properly bring the fields back to playing condition will be grounds for termination of this Lease;Lessee shall throw Winterize(fertilizer with nutrients) on the fields before first cold front each year. In January and September, Lessee. shall throw iron on the fields to make the grass green. The Winterize,Weed and feed,and iron shall be purchased by the Lessee. (G) If Lessee utilizes goal posts on the Premises, Lessee shall maintain a secure anchoring system on all goal posts used on the fields at Premises. Lessee must repair any deficiency found in the anchoring system that impairs the safe use of the anchoring system within forty-eight(48)hours after the need for repair is or should have been discovered; Lessee shall not allow use of the Premises until the anchoring system is repaired; (H) Lessee is responsible for proper installation and use of all equipment and improvements at Premises; (I) Lessee must maintain First Aid kit on Premises; (J) Lessee shall complete and submit the attached Exhibit D,Standard of Maintenance to the Director no later than March 1 and again August 1 of each year. Section 5. Compliance with Maintenance Standards. The City Manager and the Director, or their respective designee, has the right to inspect the Premises and/orthe Improvements at any time during the term of this Lease. if an inspection reveals that maintenance is not being properly carried out, the Director, or designee, may provide written notice to Lessee demanding compliance, and also assessing fee of $250. If Lessee has not complied within five (5) days after receipt of the demand, the City may undertake the work and Lessee shall pay the City's cost plus ten percent (10%) overhead within thirty(30) days of receipt of the Director's invoice. Failure to pay the City's invoice for maintenance within thirty (30) days of receipt of the invoice constitutes grounds for termination of this Lease. Alternatively,the City may elect to terminate this Lease after ten(10)days written notice to Lessee for Lessee's nonperformance of the maintenance. Section 6. Sportsmanship Program. Lessee shall require that all of its coaches and at least one family member of each youth participant (less than 18 years of age) shall complete a state or nationally recognized, or Parks Director approved, parent and coach sportsmanship program. Section 7. Background Checks. Lessee shall require satisfactory criminal background checks on each of its Board members and coaches associated with its sports program. Section 8. Assignment and Sublease. This Lease may not be, in whole or in part, assigned, directly or indirectly,without the prior written consent of the City. This Lease maybe sublet only with the prior written consent of the Director. Requests to sublet the premises must be submitted to the Director at least 30 days in advance. Any tournament or activity allowed to take place by Lessee at 2 the Premises shall be the responsibility of Lessee to indemnify and insure in accordance with this agreement. Section 9. Securin /Ancho ring of Goal Posts. Lessee acknowledges and covenants that Lessee shall be responsible,during the term of this Lease,for maintaining the anchoring system,as set out in Section 4 above. Any change, alteration,or modification to the anchoring system during the term of this Lease must be submitted to Director, in writing, prior to the change, alteration or modification being made. Section 10. Understanding. Lessee acknowledges and understands that use of the Premises is expressly conditioned on the understanding that the Premises and all Improvements must be returned in as good a condition as received, reasonable use and wear, acts of God,fire and flood damage or destruction,where Lessee is without fault, excepted. Section 11. Joint Use (A) City retains joint use of the Premises and Improvements during the term of this Lease, subject to Lessee's right to exclusive control of the Premises during its use for Lessee's sport program purposes. Requests for scheduled organized activities by other organizations will be reviewed for approval or denial by the Director and Lessee. (B) City retains the right to use or cross the Premises with utility lines and/or easements. City may exercise these rights without compensation to Lessee for damages to the Premises and/or any Improvements from installing, maintaining,repairing,or removing the utility lines and/or.easements. City must use reasonable judgment in locating the utility lines and/or easements to minimize damage to the Premises and/or its Improvements. Section 12. Primary Purpose. Lessee must establish and maintain a recreational area with the primary purpose being for the operation of a sports program described on attached Exhibit A and for no other purpose without the Director's prior written approval. Lessee's fundraising activities on Premises require Director's prior written approval. Lessee's insurance must provide coverage in compliance with Section 22 for the type of fundraising activity being proposed by Lessee. Section 13. Construction (A) No construction or modifications may be made at the Premises,and no drilling,excavation, or penetration of the soil surface may be conducted at the Premises without the prior written approval of the City Director. Lessee shall not make any additions nor alterations to the Premises nor to any Improvements without Director's prior written approval. If approved, Lessee must obtain clearance, in writing, from City's Risk Management Department (Risk Management) that the proposed addition or alteration will be covered underthe insurance policy in force during theterm of this Lease before proceeding with any type of addition or alteration to the Premises or to the Improvements. (B) All additions or alterations must be made at Lessee's expense. All additions or alterations installed by Lessee must be repaired or replaced at Lessee's expense and may be removed by Lessee at the expiration or termination of the Lease only if they may be removed without damaging the Premises or any Improvements. All additions or alterations made by Lessee which are not removed atthe expiration ortermination of this Lease become the property of Citywithout necessity of any legal action. Section 14. Utilities. While Lessee has exclusive use of the Premises during months of January through May of each year of the Lease, Lessee must pay for all utilities used by it or for any activity sponsored by Lessee on the Premises prior to the due date for payment. F=ailure to pay any utility 3 bill on or before the due date is grounds for termination of this Lease. Lessee must adhere to applicable water conservation standards. In an effort to ensure that fields are maintained In accordance with City standards, the City shall not charge lessee for water used by Lessee to maintain the fields, up to maximum number of gallons set by Director of Parks and Recreation for each calendar year. Section 15. Signs. (A) Lessee must notexhibit, inscribe,paint,erect,orafFix any signs, advertisements, notices,or other lettering (Signs) on the Premises or on any Improvements without the Director's priorwritten approval. (B) If Signs are approved, the Director, in writing, may require Lessee to remove, repair, or repaint any Signs. If the Signs are not removed, repaired, or repainted within ten (10) days of the DIrector's written demand,the City may do or cause the work to be done, and Lessee must pay the City's costs within thirty (30) days of receipt of Director's invoice. Failure to pay the City's costs within thirty (30) days of receipt of the invoice constitutes grounds for termination of this Lease. Alternatively,the City may elect to terminate this Lease after ten(10)stays written notice to Lessee. Section 16. Advertising. The Director has the right to prohibit any advertising by Lessee on Premises which impairs the reputation of the Premises or the City. Section 17. Security Lessee shall contract and pay for any and all security it requires at the Premises during the term of this Lease. Section 18. Non-Discrimination. Lessee shall not discriminate nor permit discrimination against any person or group of persons, as to employment and in the provision of services, activities, and programs,on the grounds of race, religion, national origin,sex,physical or mental disability,or age, or in any manner prohibited by the laws of the United States or the State of Texas. The City Manager, or his designee, retains the right to take such action as the United States may direct to enforce this non-discrimination covenant. Section 19. Compliance with Laws. (A) Lessee must comply with all Federal, State, and local government laws, rules, regulations, and ordinances,which may be applicable to its operation atthe Premises and its performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. (B) All actions brought to enforce compliance with any law or to enforce any provision of this Lease will be brought in Nueces County where this Lease was executed and will be performed. Sectlon 20. Costs. Noncompliance with the terms herein may result in termination of this Lease and repossession of the Premises and its Improvements by the City or its agents. If the City undertakes legal action to enforce compliance or collect damages resulting from noncompliance, Lessee must pay all of the City's court costs and expenses, including reasonable attorneys'fees. Section 21. Indemnity Lessee,its officers,members,partners,employees,representatives, agents,andlicensees(collectively,Indemnitors)covenant to fullyindemnify,save,and hold harmless the City, its officers, employees, representatives, and agents (collectively, Indemnitees) from and against aff claims, demands, actions, damages, losses, costs, liabilities, expenses,and judgments asserted against or recovered from City on account of injury or damage to person including, without limitation on the foregoing,premises defects, workers compensation and death claims,orpropertyloss or damage ofanykind whatsoever, to the extent any damage"injury maybe incident to,arise out of,be caused by,orbe in any 4 way connected with,either proximately or remotely, wholly orin part,(1)the existence,use, operation,maintenance,alteration, or repair of Premises and the Lessee's sports program, (2)the exercise ofrights under this Lease;(3)an act or omission,negligence,ormisconduct an the part of any persons having involvement in,participation with, or business with the Premises, Lessee, or the Lessee's sport program whether authorized with the express or implied invitation or permission of Lessee(collectively, Lessee's Invitees)entering upon the Premises or its Improvements pursuant to this Lease, or trespassers entering upon the Premises or its Improvements during,Lessee's use or physical occupation of the Premises, or(4) due to any of the hazards associated with sporting events, training, or practice as a spectator or participant including,but not Limited to,any injury or damage resulting, wholly orin part,proximately orremotely,from the violation bylndemnitees oranythem ofanylaw, rule, regulation, ordinance, or government order of any kind, and including any injury or damage in any other way and including all expenses arising from litigation,court costs,and attorneys fees, which arise, or are claimed to arise from, out of, or in connection with the asserted or recovered incident. Lessee covenants and agrees that if City is made a party to any litigation against Lessee orin any litigation commenced by any party,other than Lessee relating to this Lease, Lessee shall,upon receipt of reasonable notice regarding commencement oflifigation,at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend City in all actions based thereon with counsel satisfactory to Indemnitees, and pay all charges of attorneys and aff other costs and expenses of any kind arising from any said liability, damage,loss, demand, claim, or action. Section 22. Insurance. (A) Lessee must secure and maintain at Lessee's expense, during the term of this Lease, a Commercial General Liability insurance policy with the limits and requirements shown on Exhibit C, which is attached hereto and incorporated herein by reference. Failure to maintain such insurance at the limits and requirements shown on Exhibit C constitutes grounds for termination of this Lease. (B) Lessee must provide proof, by Certificate of Insurance meeting the limits and requirements set out in Exhibit C,to the Director and Risk Management priorto commencing use of the Premises under this Lease. (C) Lessee must provide the Director and Risk Management thirty (30) days written notice of cancellation, intent not to renew, or material change of any insurance coverages required herein. (D) Lessee shall, during the term of this Lease,provide copies of all insurance policies to the City Manager or the Director upon written request. (E) Lessee shall, prior to any addition or alteration to the Premises or to the Improvements, obtain clearance, in writing,from Risk Management, as per Section 8 as set out herein this Lease. Section 23. No debts. Lessee shall not incur any debts nor obligations on the credit of City during the term of this Lease. Section 24. Termination. (A) The City Manager may immediately terminate this Lease for cause and without penalty if the City Manager determines, in his sole discretion, that Lessee is no longer fulfilling the primary purpose of the Lease as set out in Exhibit A. (B) In addition, the City Manager may immediately terminate this Lease for cause and without penalty if he determines, in its sole discretion that Lessee is in violation of any Federal, State, or local government law, rule, regulation, or ordinance. 5 (C) Additionally, if there is noncompliance with one or more of the provisions contained herein, the Director may give Lessee written notice to cure or begin curing the default(s)within ten(10)days of receipt of the notice. If Lessee is not in compliance or in substantial compliance with each provision identified by the Director within ten (1 d) days of receiving said notice, the City Manager may terminate this Lease for cause without penalty by providing written notice of termination and listing one or more areas of continued noncompliance. (D) Either City Manager.or Lessee may terminate this Lease without cause without penalty by giving thirty (30) days written notice to the non-terminating party. (E) Lessee's property must be removed from the Premises upon date of termination. if it is not removed by Lessee, then City may retain property for City purposes, or City may dispose of the property in any manner deemed appropriate by Director and Lessee shall pay City's costs for disposal. Section 25. Notice. All notices,demands, requests,or replies provided for or permitted,under this Lease, byeither party must be in writing and must be delivered by one of the following methods: (1) by personal delivery,or(2)by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid. 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. All such communications must only be made to the following: IF TO CITY: IF TO LESSEE: City of Corpus Christi Name and address on Exhibit A Attn: Director of Park & Recreation P. O. Box 9277 Corpus Christi;TX 78469-9277 Either party may change the address to which notice is sent by using a method set out above. Lessee will notify the City of an address change within thirty(30)days after the address is changed. Section 26. Reporting. Lessee shall submit reports listing the number of youth and teams registered by Lessee to play sports each year during the term of this Lease. The reports must be submitted to the Director within two weeks after the start of Lessee's season. Section 27. Construction and Reconstruction Funds. (A) If the City receives funds to construct or reconstruct Improvements at the Premises, Lessee covenants to vacate the Premises, should the Director deem it necessary, upon thirty (30) days written notice from the Director. (B) Lessee has no action for damages against nor will be compensated by the City for loss of use of the Premises and /or Improvements. The City has no obligation to provide an alternate location for Lessee during the improvements construction or reconstruction period. The consideration for Lessee relinquishing all rights to use the Premises and Improvements during the construction or reconstruction period is the City's construction or reconstruction of the Improvements for Lessee's benefit. (C) Once construction or reconstruction of the Improvements is complete,the Directorwill notify Lessee,in writing,of the date on which the Premises and Improvements are once again available to Lessee. 6 (D) Lessee's term will not change nor increase if the City requests Lessee to vacate the Premises as set out herein. Section 28. Amendments. No alterations, changes, or modifications of the terms of this Lease, nor the waiver of any provision will be valid unless made in writing and signed by a person authorized.to sign agreements on behalf of each party. Section 29. Waiver. (A) The failure of either party to complain of any actor 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 hereunder., (B) No waiver of any covenant or condition or of the breach of any covenant or condition of this Lease by either party at any time, express or implied, shall be taken to constitute a waiver of any subsequent breach of the covenant or condition nor shall justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition hereof. (C) If any action by the Lessee requires the consent or approval of the City 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 Lessee's default of any provision of this Lease shall not be considered an estoppel against the City. It is expressly understood that, if at any time Lessee is in default in any of its conditions or covenants hereunder, the failure on the part of City to promptly avail itself of said rights and remedies which the City may have will not be considered a waiver on the part of the City, but the City may at anytime avail itself of said rights or remedies,or elect to terminate this Lease on account of said default. Section 30. Force Maieure. No party to this Lease will be liable for failures or delays in performance due to any cause beyond their control including, without limitation, 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. Section 31. Publication. Lessee agrees to pay the cost of newspaper publication of this Lease and related ordinance as required by the City Charter. Section 32. Captions. The captions in this Lease are for convenience only, are not a part of this Lease, and do not in any way limit or amplify the terms and provisions of this Lease. Section 33. Severabili . (A) If,for any reason, any section,paragraph,subdivision,clause,provision,phrase, or word of this Lease 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 Lease,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 Lease 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 7 orfuture law effective during the term of this Lease,then the remainder of this Lease 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 Lease automatically. Section 34. Sians at Premises. Lessee will post a notice at Premises, in a form approved by the Parks Director,that if any participant or spectator has any complaints or concerns they may contact the City at 826-3461 and speak to Athletic Manager or Assistant Manager regarding any complaints or concerns. (A) Lessee must post and maintain a sign with sportsmanship policies and possible consequences for non-compliance with policies. (B) Lessee must post and maintain appropriate sings to indicate ADA parking. (C) Lessee must post and maintain signs to indicate restricted parking areas and also that No Parking on grass is permitted. (D) Lessee must post and maintain signs to indicate Maintenance area(s). (E) Less must post Health permits at the concession areas. (F) Lessee must store food handier cards on file at the Premises. (G) Lessee must promptly replace or repair any damaged or missing signage. Section 35. Former Landfill Site. Lessee acknowledges that the Premises overlies a closed solid waste landfill. There are restrictions on the use of this land pursuant to the Texas Health and Safety Code Chapter 361 and Title 30,Chapter 330, Subchapter T,Texas Administrative Code. In order to protect the clay cover which serves as a structural control to minimize potential future danger posed by the former landfill, the Lessee agrees to not penetrate the Premises to put in fences or for any other reason, without prior written approval from the City Director of Engineering Services. Section 36. Entirely Clause. This lease and the attached and incorporated exhibits constitute the entire agreement between the City and Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter hereof, unless contained in this Lease are expressly revoked,except for the promulgation of future maintenance rules as contemplated in Section 4 herein above, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms,conditions, promises,and covenants governing each party's performance hereunder and as relating to Lessee's use of the Premises. EXE 4TED IN D P CATS, each of which shall be considered an original, on this the AS day of C o to 4—, , 2013. LESSEE: Incarnate Ward cademy By: �FeSi _T-1 A"Ce c r 2t a t� O rL C1�'Tt tv V5 Printed Name: e- i Date: /rte//S /3 8 o ATTEST: CITY OF CORPUS CHRISTI Armando.Chapa, City Secretary Ronald L. Olson, City Manager 9 EXHIBIT A Property Description: Dick Runyan Field located at Evelyn Price Park Term: IWA shall have exclusive use the Premises each year of this Lease during the months of January to May. Term of the lease is one year from date of City Council final approval. Program to be operated by Lessee: High School Baseball Program Notice Address for Lessee: Incarnate Word Academy Attn: Malcolm Smith 2920 S.Alameda Corpus Christi,Texas 78404 10 EXHIBIT B Site map E 11 LAMONT DRIVE (501wIDE ) ° w1• 00" w N ev - w S.�t�42�cna �i CA Q �; ' �► t1 2Q•18'Cti. E N 61,! 2'4n" 4.52' ..� _ tit 7C 71.45 to 41, V N � } - rn zt AE k r iii iiA M . rru L*A "J441-42-00- w rn' n 264.291 ~' i C -� z : - u Rt M lo .. a' E . Ct r �x u S S 81.47'. N w SE 344.52' x �.Ofl'OnZ pt +L�764 3 m00#0.[4 5 r � GOLLIHAR ROAD ( coa, wi bE Mon f EXHIBIT C INSURANCE REQUIREMENTS I. LESSEE'S LIABILITY INSURANCE A. Lessee must not commence work under this Lease until insurance required herein has been obtained and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager, (two)2 copies of Certificates of Insurance,showing the following minimum coverage by insurance company(s)acceptable to the City's Risk Manager.The City must be named as an additional Insured for 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, non-renewal, Bodily Injury and Property Damage material change or termination is required on all Per occurrence 1 aggregate certificates. Commercial General Liability Including: $1,000,000 COMBINED SINGLE LIMIT 1. Commercial Form 2. Premises-Operations 3: Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors 7. Personal Injury C. In the event of accidents of any kind, Lessee must furnish the Risk Manager copies of all reports of any accidents within 10 days of the accident. 11. ADDITIONAL REQUIREMENTS A. Certificate of Insurance: • The City of Corpus Christi must be named as an additional insured on the liability coverage,and a blanket walver.of subrogation is required on all applicable policies. • If your Insurance company uses the standard ACORD form,the cancellation clause(bottom right) must be amended by adding the wording"changed or"between"be"and"canceled", and deleting the words,"endeavor to",and deleting the wording after"left".".In lieu of modification of the ACORD form,separate policy endorsements addressing the same substantive requirements are mandatory. • 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 ortermination is required. B. If the Certificate of Insurance on its face does not show on its face the existence of the coverage required by items 1.13(1)-(7),an authorized representative of the insurance company mustinclude a letterspecificallystating whether items I.B. (1)-(7)are included or excluded. 12 Exhibit D STANDARD OF MAINTENANCE SPORT FIELD LEASE CHECKLIST Due March 1 and August 1 each year of the Leases SITE: INSPECTOR: ADDRESS: Date of inspection: League President Signature Print All Leagues will be expected to complete this self-inspection checklist form semi annually. Due date(March 1 and August 1)each year of the Lease. The City of Corpus Christi Viii do an Inspection during the months of May and December. Each league Is responsible for their self inspection. If the Inspection is not submitted to the City of Corpus Christi Parks and Recreation Department,1201 Leopard,Corpus Christi,Texas 78401 by the deadline of (March 18 August 1)each year of Leases the League will be assessed a fee of$250.00 per site if the City of corpus Christi has to perform league inspections. Check"NO"if repairs are not necessary;"YES"if repairs are necessary. A comment is required for any "YES'answer. This makes sense to me change whatever you feel needs to be change........ SKINNED AREAS Yes No [][] 1.The soil Is too loose to provide good running traction. [][] 2.The soli surface is not loose enough around sliding zones for safe sliding. [][] 3.The soli is too abrasive for safe sliding. [][] 4.The soil is too compacted to provide good drainage. [][] 5.Running paths and sliding zones near bases have become wom and need to be leveled off. [][] 8.Batters box and home piste areas have become worn and need to be reconditioned. [J[] 7.Pitcher's mound has become wom and needs to be reconditioned. [J[J 8.The skinned area has low spots,holes,or Is not level and should be dragged/re-graded. [][] 9.There is a hazardous soil buildup(Up)between the skinned area and the turf. [][] 10.The skinned area has unsafe wet spots andfor puddles. [J[] 11.When moist,the skinned area is too sticky and adheres to shoes. [J[] 12 Coach's box is not level with surrounding area. [J[] 113.Coach's box is excessively hard. COMMENTS PITCHER'S MOUND Yes No [J[] 1.The mound does not conform to league requirements(Little League, Pony, USSSA,etc...). [][] 2.Platform area behind the rubber is not large enough. [][] 3."Push off and"landing"areas are not constructed with specialized clay. [][] 4.'Push-ofr and"landing"areas are dished out and need repair. [][] 5.There is a hazardous soil buldup(lip)between the mound and the Infield grass. 13 COMMENTS PLAYING SURFACE: Yes No [][] 1. Maintenance equipment such as rakes, hoses, etc. have been left on the field. I]I] 2. Litter and unsafe debris Is scattered around the field and player/spectator areas. [][] 3.The supply and location of waste cans is inadequate. [] [] 4. Sprinkler heads, drainage grates,valve boxes, etc. in the field are above grade or have sharp edges or unsafe protrusions. I]I 1 5.There have been recurring accidents from players running into surrounding objects such as fencing, light posts, bleachers, etc. [][] 6. Are there any protrusions or potential hazards along fence Imes, posts, bleachers, parking lot, or restrooms. [][] 7. Our facility does not comply with industry recommended field design specifications. COMMENTS BASES AND ANCHORING: Yes No [I[] 1.The base coverings have unsafe rips or gouges. [][] 2.The base framework or hardware is .loose or damaged. [][] 3.The base ground stake is unsafely protruding above the surface grade. [][] 4.The base ground stake is out of alignment or not level with the surface. [][] 5.The base ground stake is not firmly secured in Its concrete footing. [][] 6.The base, ground stake and its footing are not Installed according to the manufacturer's requirement. [][] 7.The bases do not seat properly with the ground elevation or they are seated loosely. I]I] 6•The concrete footings have rounded edges and may twist out of place in the ground. [][] 9.The surface of home plate is not level with the surrounding surface. [][] 10. The surface of home plate is wom or irregular. [][] 11.The pitcher's rubber is not level with the surrounding surface or is not secured safely into the ground. [][] 12.The pitcher's rubber is showing unsafe wear or gouges. COMMENTS FENCING Yes No I1 I] 1. Fence posts are loose or improperly set in the ground. [] [] 2. Fence posts are on the Inside of the playing area fence. [] [] 3. Concrete footings are exposed above ground. I]I] 4. Fencing is not securely attached to the fence posts with loose or broken ties. 14 [][] 5.There are unsafe gaps under fencing. [][] 6.There is no bottom tension wire or railing to secure the bottom of the fence. (3 I l 7.There is not top railing to secure fence at the top. [] [] 8. Wire ends of chain link fencing are exposed along the top. [] [] 9.There are damaged portions of fencing that are loose,sharp, protruding, or unsafe. [][] 10. Gates are left open during games. [] [] 11.There are unsafe gaps in the backstop or netting with wom out boards or fencing. (3[3 12• Backstop does not meet industry recommended specifications. (3(313.There is no warning track or warning track Is in unsafe condition. COMMENTS SIGNS Yes No 1.Signs are in good condition. [] [] 2.Sign with Parks and Recreation phone number for complaints or concerns. I l I] 3. No parking in grass. [][] 4. Sportsmanship signs with league rules, guidelines, and consequences. [3[3 5.ADA Handicap parking spots. [3[3 5.Adequet traffic markings. (3(1 7. Sportsmanship signs with league rules, guidelines, and consequences. [][] 7. Maintenance area keep out. COMMENTS CONCESSION STAND 1 RESTROOMS Yes No (3 I 1 1. Health permits posted. [][] 2. Food handlers cards on file. [][] 3.Appropriate signs for doorways. [][] 4. Cleanliness of restrooms and concession area. (] (] 5. Condition of buildings. TURF AREAS Yes No (l (l 1.There are unsafe bare spots In turf with a hard soil surface exposed. [3[3 2.The surface Is uneven because of soil grade. [][] 3. Soil Is too wet or drains poorly making an unsafe running surface. [][] 4.Turf is not uniform In texture, density, or height making an unsafe playing surface. (](] 5.Turf irrigation comes on during games. [][] 6.Turf is not stable and "blow-outs"frequently occur. [][] 7.Weeds are present with thorns, bristles, or burrs. [][] B. Moles, gophers or other animals have.caused mounds or holes. [][] 9. Hazardous ruts occur on the field from mowing equipment or trenching. [] [] 10. Permanent materials used to mark foul lines(i.e., white boards or fire hose) are protruding. 15 from the surface. COMMENTS LIGHTING Yes No 1.The lighting was not designed, Installed, or inspected by properly trained engineers or technicians. [][] 2.There are burned out lights. [] [] 3. The beam direction of the lights are out of adjustment I l I] 4.The lighting grid pattern on the field is uneven or irregular. [][] 5•The lighting foot-candies do not meet industry recommended specifications. COMMENTS BLEACHERS Yes No [][] 1.The nuts and bolts on the bleachers are loose, missing, or protruding. [][] 2.The guard rails are loose or missing. I]I] 3.The plank or railing end caps are loose or missing. [][] 4.Wooden planks are worn out or splintered. [][] 5.There are hazardous protrusions or sharp edges. COMMENTS GENERAL SAFETY CONSIDERATIONS Yes No [] [] 1. Skinned foul lines have become rutted and need to be reconditioned. [][] 2.The chalking material used is irritating to the eyes. [][] 3.There are no warning signs posted informing players or spectators of use rules or hazardous conditions. [] [] 4.There are no public telephones available for emergency situations. [] [] 5.Areas that are hazardous or under repair have not been blocked off or Identified. [] [] 6.There is currently no communication between the maintenance staff and the facility users. COMMENTS 16 AGENDA MEMORANDUM xg First Reading for the City Council Meeting of November 12, 2013 Second Reading for the City Council Meeting of November19, 2013 DATE: 10/21/2013 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director M ichael Mo(a_cctexas.com 361-826-3494 Interlocal Agreement with Texas General Land Office for for North Beach Nourishment Project CAPTION: Ordinance to authorize the City Manager or designee to execute contract documents with Texas General Land Office for the North Beach Nourishment project, with cost sharing of $75,000 by City of Corpus Christi and $225,000 Coastal Erosion Planning and Response Act (CEPRA) funds. PURPOSE The proposed ordinance authorizes the City to enter into an interlocal agreement with the Texas General Land Office (GLO) to conduct data collection, permitting, engineering design and potentially construction oversight for another beach nourishment project along North Beach. The design and permitting phase of the project will cost approximately $300,000. The GLO will contribute $225,000 from the GLO's Coastal Erosion Planning and Response Act (CEPRA) account. The CEPRA program requires a 25% match (or $75,000) from the City to be taken from the General Fund reserve with a resolution for reimbursement from past bond funds, if available. BACKGROUND AND FINDINGS: In September 2000, the General Land Office (GLO) awarded the City of Corpus Christi $1,300,000 for the Nourishment of North Beach and awarded another $201,750 grant for the project in February 2001. The initial nourishment project involved importing and spreading sand from a nearby river bed and was completed in 2004. As part of the grant program the GLO has monitored the beach since completion of the project and currently has concerns about the beach and its rate of erosion near its southern end. The proposed ordinance authorizes the City to enter into an interlocal agreement with the GLO to conduct data collection, permitting, engineering design and potentially construction oversight for another beach nourishment project along North Beach. The GLO has offered to amend the agreement once the design and permitting phase is complete in order to execute the design and nourish the beach. Initial estimates for the construction phase of this project are $1,750,000 to $2,250,000; requiring the City to identify $437,500 to $562,500 in matching funds. The American Shore Beach Preservation Association (ASBPA) honored both North and McGee Beaches with the Best Restored Beach 2010 Award. In 2012, the beaches were again honored by the ASBPA with the Best of the Best Restored Beach Award for our region. ALTERNATIVES: Do not accept the interlocal agreement. This will require the City to fund the entire scope of the project on its own. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City policy requires agreements with other government entities to be approved by City Council. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal, Engineering, Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Expenditures Fiscal Year: 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget 75,000 75,000 Encumbered / Expended Amount This item BALANCE 1 75,0001 1 75,000 Fund(s): 1020 General Fund (matching funds) - $75,000 Comments: Matching funds have been identified in the General Fund. RECOMMENDATION: Staff recommends approving the interlocal agreement. LIST OF SUPPORTING DOCUMENTS: Ordinance GLO Interlocal Project Cooperation Agreement GLO Special Document CEPRA Project 1569 Page 1 of 1 Ordinance to authorize the City Manager or designee to execute contract documents with Texas General Land Office for the North Beach Nourishment Project, with cost sharing of $75,000 by City of Corpus Christi and $225,000 Coastal Erosion Planning and Response Act (CEPRA) funds. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or his designee is authorized to execute contract documents with Texas General Land Office for the North Beach nourishment project, with cost sharing of $75,000 by City of Corpus Christi and $225,000 Coastal Erosion Planning and Response Act (CEPRA) funds. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Cn o0 w �,m ar YNTERLOCAL PROJECT COOPERATION AGREEMENT GLO CoNTRAcT No. 13-480-000-8048 CEPRA PROJECT No.1569 This project cooperation agreement (the "Contract") is entered into by and between the GENERAL LAND OFFICE (the "GLO") and the CITY OF CORPUS CHRISTI, the Qualified Project Partner ("QPP"), each a "Party" and collectively "the Parties," under the Coastal Erosion Planning and Response Act, Texas Natural Resources Code Sections 33.601-.613 ("CEPRA" or the"Act") for GLO Contract No. 13480-000-8048, CEPRA Project No. 1569, entitled, "NORTH BEACH NOURISHMENT,"and GLO Special Document No. 20130007. ARTICLE 1—GENERAL PROVISIONS 1.01 PURPOSE The purpose of this Contract is to set forth the terms and conditions of the cooperation of QPP in a CEPRA project managed by the GLO, with funding provided by the GLO and QPP. 1.02 CONTRACT DOCUMENTS The GLO and QPP hereby agree that this Contract and the following Attachments, incorporated herein for all purposes in their entirety, shall govern the Contract: GLO SPECIAL DOCUMENT No.20130007 ATTACHMENT A: GENERAL AFFIRMATIoNs ATTACHMENT B. PROJECT WORK PLAN AND BUDGET ATTACHMENT C: PROJECT LOCATION MAPS 1.03 DEFINITIONS "Account" means the coastal erosion response account as defined in Section 33.604 of the Texas Natural Resources Code. "Administrative and Audit Regulations" means the statutes and regulations included in Title 43, Code of Federal Regulations; Chapter 321 of the Texas Government Code; Subchapter F of Chapter 2155 of the Texas Government Code; and the requirements of GLO Contract No.13480-NO-8048 CEPRA Project No.1569 Page 1 of 14 Article VI herein. With regard to any federal funding, agencies with the necessary legal authority include: the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of Inspector General, and any of their authorized representatives. In addition, state agencies with the necessary legal authority include,but are not limited to: the GLO, the GLO's contracted examiners, the State Auditor's Office,. and the Texas Attorney General's Office. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the execution page or included by reference, as if physically,within the body of this Contract. "Budget"means the budget for the Project, as detailed in Attachment B to this Contract. "CEPRA" or the "Act" means the Coastal Erosion Planning and Response Act, Texas Natural Resources Code Sections 33.601--.613. "Contract" means this entire document, along with any Attachments, both physical and incorporated by reference. "Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "GAAP"means"generally accepted accounting principles." "GASB"means the Governmental Accounting Standards Board. "GLO"means the Texas General Land Office, its officers, employees, and designees. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http://www.windo-tv.state.tx.us/procurement/prog/hub/mentorprotege/ "Project"means the activities described in Section 2.01 and detailed in the Work Plan in Attachment B of this Contract. "Partner Match"means the amount contributed to pay the shared project costs set forth in the Budget by QPP and all funding sources other than the CEPRA Account "Public Information Act"means Chapter 552 of the Texas Government Code. "Qualified Project Partner"or"APP"means the City of Corpus Christi. "Special Document" means GLO Special Document No. 20130007, executed by the Parties and assigning specific rights and responsibilities to each Party to this Contract. "State of Texas Textravel"means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22,relative to travel reimbursements under this Contract, if any. "Work Plan" means the methodology, means, and manner in which the Project shall be accomplished, as detailed in Attachment B of this Contract. REMAINDER OF PAGE INTENTIONALLY LEFT BLAND GLO Contract No.13A80-000-8048 CEPRA Project No.1569 Page 2 of 14 1.02 INTERPRETIVE PROVISIONS (a) The meanings of defined terms are equally applicable to the singular and plural farms of the defined terms; (b) The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, attachment, work order, or schedule of this Contract unless otherwise specified; (c). The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent that such amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (d) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract; (e) All attachments within this Contract, including those incorporated by reference, and any amendments are considered part of the terms of this Contract; (f) This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each shall be performed in accordance with.its terms; (g) Unless otherwise expressly provided,reference to any action of the GLO or by the GLO by way of consent, approval, or waiver shall be deemed modified by the phrase "in its/their sole discretion." Notwithstanding the preceding sentence, any approval, consent, or waiver required by, or requested of, the GLO shall not be unreasonably withheld or delayed; (h) All due dates and/or deadlines referenced in this Contract that occur on a weekend or holiday shall be considered as if occurring on the next business day; (i) All time periods in this Contract shall commence on the day after the date on which the applicable event occurred, report is submitted, or request is received; and (j) Time is of the essence in this Contract. REMAINDER OF PAGE INTENTIONALLY LEFT BLAND GLO Contract No.13480-000-8048 CEPRA Project No.15 69 Page 3 of 14 ARTICLE 2—SCOPE OF PROJECT 2.01 DESCRIPTION OF PROJECT The Parties agree to cooperate to conduct data collection, permitting, engineering design, and construction oversight for a beach nourishment project along approximately 7,000 linear of Gulf shoreline of Corpus Christi Bay at North Beach, in Corpus Christi,Nueces County, Texas (the"Project"). 2.02 LOCATION AND WORK PLAN The Project area is depicted on the "Project Location Maps" attached hereto and incorporated herein for all purposes as Attachment C. The Parties shall complete the Project in accordance with the Work Plan, attached hereto and incorporated herein for all purposes as Attachment B. 2.03 PROJECT MANAGERS The designated Project Managers for this Project are: GLO Michael Weeks, Project Manager Texas General Land Office Coastal Resources Division P. O.Box 12873 Austin, TX 78711-2873 TEL: (512)463-3230 FAX: (512)475-0680 michael.weeks(a,glo.texas.gov Q Michael Morris, Director Corpus Christi Parks&Recreation 1201 Leopard St. Corpus Christi, Texas 78401 TEL: (361) 826-3464 FAX: (361) 826-3864 MichaelMo@cctexas.com cctexas.com REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No.13-480-000-8048 CEPRA Project No.1569 Page 4 of 14 ARTICLE 3 -TERM 3.01 DURATION This Contract shall be effective as of August 31, 2013, and shall terminate on August 31, 2015. Renewals, if any, shall be upon terms mutually agreeable to the Parties, and shall be from September 1 to August 31, coinciding with the state's fiscal year. 3.02 EARLY TERMINATION Either party may terminate this Contract by giving written notice specifying a termination date at least thirty (30) days subsequent to the date of the notice. Upon receipt of any .such notice, QPP shall cease work, undertake to terminate any relevant subcontracts, and incur no further expense related to this Contract. Such early termination shall be subject to the equitable settlement of the respective interests of the Parties, accrued up to the date of termination. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 5 of 14 ARTICLE 4—FUNDING 4.01 TOTAL PROJECT BUDGET The Parties agree that all expenses associated with the performance of this Contract will be paid by the Parties in accordance with the Budget, attached hereto and incorporated herein for all purposes in Attachment B in an amount not to exceed the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00). 4.02 CEPRA ACCOUNT The Parties further agree that the total amount to be expended by the GLO from the CEPRA Account will not exceed the sum of Two HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00). 4.03 QPP CONTRIBUTION QPP agrees to provide the-sum Of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) as Partner Match, and has submitted documentation to the GLO to substantiate that such funds will be available for the Project. QPP shall submit payment within thirty (30) days of receipt of the GLO's written request for reimbursement. Such request may be sent by electronic mail, regular mail, or facsimile transmission. Failure by QPP to comply with this reimbursement requirement may result in immediate cessation of work an the Project, which may increase the cost and compromise the ability of the GLO to complete the full Project. If such an event occurs,the parties agree that the Work Plan and Budget may require renegotiation. In addition, failure by QPP to comply with the reimbursement requirements of this Section 4.03 may he considered an event of default under Section 8.01. Payment shall be sent to the address provided for payment of the Partner Match as set forth in Section 4.04. 4.04 PARTNER MATCH The Act requires QPP to provide matching funds for at least twenty-five percent (25%) of the shared project costs. The Act's requirement is satisfied by the Partner Match, which includes the sum to be contributed by QPP under Section 4.03. QPP acknowledges that it may not use costs incurred before entering into this Contract or not in accordance with the Budget in Attachment B to offset QPP's portion of the Partner Match. Proper match must be submitted to: GLO--For Partner Match Texas General Land Office Coastal Erosion Planning and Response Act(CEPRA)-MATCH Mail Code 151 P.O. Box 12873 GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 6 of 14 Austin, TX 78711-2873 Attn: Conroy Swan,Financial Management 4.05 ALTERNATIVE SOURCE FUNDING The Parties agree to continue to work cooperatively to investigate and secure funding from sources other than the Account. Alternative sources of funding acquired by QPP after the execution of this Agreement may be used to meet the Partner Match. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 7 of 14 ARTICLE 5-STATE FUNDING/RECAPTURE/OVERPAYMENT 5.01 STATE FUNDING This Contract shall not be construed as creating any debt on behalf of the State of Texas and/or the GLO in violation of Texas Constitution, Article III, Section 49. In compliance with Texas Constitution, Article VIII, Section 6, it is understood that all obligations of the GLO hereunder are .subject to the availability of state funds. If such funds are. not appropriated or become unavailable, this Contract may be terminated In that event, the Parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests,accrued up to the date of termination. 5.02 RECAPTURE OF FUNDS QPP shall conduct the Project as set forth in the Contract, in a satisfactory manner as determined by the GLO. The discretionary right of the GLO to terminate for convenience notwithstanding, it is expressly understood and agreed by QPP that the GLO shall have. the right to terminate the Contract and recapture, and be reimbursed for, any payments made by the GLO that QPP has not used in strict accordance with the terms and conditions of this Contract and all applicable laws,rules, and regulations. 5.03 OVERPAYMENT QPP understands and agrees that it shall be liable to the GLO for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. QPP further understands and agrees that reimbursement of such disallowed costs shall.be paid by QPP from funds which were not provided or otherwise made available to QPP under Us Contract. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 8 of 14 ARTICLE 6—RECORDS,AUDIT,AND PUBLIC DISCLOSURE 6.01 Boobs AND REcoRDs QPP shall keep and maintain under GAAP full, true, and complete records necessary to fully disclose to the GLO,the Texas State Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and .statutes. 6.02 INSPECTION AND AUDIT (a) QPP agrees that all relevant records related to this Contract and any Work Product produced in relation to this Contract, including the records and Work Product of its Subcontractors, shall be subject to the Administrative and Audit Regulations. Accordingly, such records and Work Product shall.be subject, at any time, to inspection, examination, audit, and copying at any location where such records and Work Product may be found, with or without notice from the GLO or other government entity with necessary legal authority. QPP.agrees`to cooperate fully with any state entity in the conduct of inspection, examination, audit, and copying, including providing all information requested. QPP will ensure that this clause concerning state entities' authority to inspect, examine, audit, and copy records and Work Product and the requirement to fully cooperate with the state entities is included in any subcontract it awards. (b) QPP understands that acceptance of state funds under this Contract acts as acceptance of the authority of the State Auditor's Office to conduct an audit or investigation in connection with those funds. QPP further agrees to cooperate fully with the State Auditor's Office in the conduct of the audit or investigation, including providing all records requested. QPP will ensure that this clause concerning the State Auditor's Office's authority to audit state funds and the requirement to fully cooperate with the State Auditor's Office is included in any subcontracts it awards. Additionally, the State Auditor's Office shall at any time have access to and the rights to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of QPP relating to the Contract for any purpose. 6.03 PERIOD OF RETENTION QPP shall retain all records relevant to this Contract for a minimum of four(4) years or, if federal funding is included,for five (5) years. The period of retention begins at the date of final payment by the GLO for the goods or services in the Budget or from the date of termination of GLO Special Document No. 20130007, whichever is later. The period of retention shall be extended for a period reasonably necessary to complete an audit and/or to complete any administrative proceeding or litigation that may ensue. 6.04 PUBLIC RECORDS Information related to the performance of this Contract may be subject to the Public Information Act ("PIA") and will be withheld from public disclosure or released only in accordance therewith. QPP shall make any information required under the PIA available to the GLO in portable document file (".pdf') format or any other format agreed between the GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 9 of 14 Parties. Failure of QPP to mark as"confidential" or a"trade secret"any information that it believes to be excepted from disclosure waives any and all claims QPP may make against the GLO for releasing such information without prior notice to QPP. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 10 of 14 ARTICLE 7—MISCELLANEOUS PROVISIONS 7.01 INDEMNITY AS GOVERNMENTAL ENTITIES AND REQUIRED UNDER THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, EACH PARTY UNDERSTANDS THAT THEY ARE LIABLE FOR ANY PERSONAL INJURIES, PROPERTY DAMAGE, OR DEATH RESULTING FROM THE ACTS OR OMISSIONS OF SUCH PARTY. IN THE EVENT THAT THE GLO IS NAMED AS A PARTY DEFENDANT IN ANY LITIGATION ARISING OUT OF ALLEGATIONS OF PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM THE ACTS OR OMISSIONS OF QPP, AND FOR WHICH THE GLO IS LIABLE, IF AT ALL, ONLY THROUGH THE VICARIOUS LIABILITY OF QPP,THEN,IN SUCH EVENT,QPP AGREES THAT IT WILL PAY,ON BEHALF OF THE GLO, ALL COSTS AND EXPENSES OF LITIGATION (INCLUDING ANY COURT COSTS,REASONABLE ATTORNEYS'FEES,FEES OF ATTORNEYS APPROVED BY THE OFFICE OF THE TEXAS ATTORNEY GENERAL)AS WELL AS ALL AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM,ACTION, OR SUIT,INCLUDING JUDGMENT OR VERDICT,ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT. IN THE EVENT THAT QPP IS NAMED AS A PARTY DEFENDANT IN ANY LITIGATION SEEKING ANY DAMAGES FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH RESULTING OUT OF THE GLO'S ACTIONS OR OMISSIONS, AND QPP'S SOLE LIABILITY, IF ANY, IS ONLY VICARIOUSLY THROUGH THE GLO, THEN, IN SUCH EVENT, THE GLO AGREES TO PAY ANY AND ALL CLAIMS, DEMANDS, OR LOSSES, INCLUDING EXPENSES OF LITIGATION (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) INCURRED BY QPP, INCLUDING ANY VERDICTS OR JUDGMENTS OR AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM ARISING OUT OF, OR IN CONNECTION WITH THIS CONTRACT. ANY ATTORNEYS RETAINED BY QPP TO REPRESENT ANY INTEREST OF THE GLO MUST BE APPROVED BY THE GLO AND BY THE OFFICE OF THE TEXAS ATTORNEY GENERAL. ANY ATTORNEYS RETAINED BY THE GLO TO REPRESENT THE INTEREST OF QPP MUST BE APPROVED BY QPP. 7.02 RELATIONSHIP OF THE PARTIES QPP is associated with the GLO only for the purposes and to the extent specified in this Contract, and, in respect to QPP's performance pursuant to this Contract. QPP shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create for the GLO any liability whatsoever with respect to the indebtedness, liabilities, and obligations of QPP or any other ply. 7.03 GENERAL AFFIRMATIONS QPP certifies that the General Affirmations in Attachment A have been reviewed, and that QPP is in compliance with each of the requirements reflected therein. 7.04 COMPLIANCE WITH OTHER LAWS In the performance of this Contract, QPP shall comply with all applicable federal, state, and local laws, ordinances, and regulations. QPP shall make itself familiar with and at all times shall observe and comply with all federal, state, and local laws, ordinances, and regulations that in any manner affect performance under this Contract. GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 11 of 14 7.04 NOTICES Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required,to the appropriate addresses below: If to the GLO: Texas General Land Office 1700 Congress Avenue Austin, X 78701 Attention: Legal Services Division If to PP: Corpus Christi Parks &Recreation 1201 Leopard St. Corpus Christi, Texas 78401 Attention: Michael Morris, Director Notice given in any other manner shall be deemed effective only if and when received by the party to be notified. Either party may change its address for notice by written notice to the other party as herein provided. 7.05 GOVERNING LAW AND VENUE This Contract and the rights and obligations of the Parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract shall be in a court of competent jurisdiction in Travis County, Texas. QPP irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. Nothing in this section shall be construed as a waiver of sovereign immunity by the GLO or QPP. 7.06 DISPUTE RESOLUTION If a contract dispute arises that cannot be resolved to the satisfaction of the Parties, either party may notify the other party in writing of the dispute. If the Parties are unable to satisfactorily resolve the dispute within fourteen (14) days of the written notification, the Parties must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve the dispute. This provision shall not apply to any matter with respect to which either party may make a decision within its respective sole discretion. 7.07 ENTIRE CONTRACT AND MODIFICATIONS This Contract, its integrated attachment(s), and any purchase order issued in conjunction with this Contract constitute the entire agreement of the Parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof Any additional or conflicting terms in such attachment(s) and/or purchase order shall be harmonized with this Contract to the extent possible. Unless such integrated GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 12 of 14 attachment or purchase order specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. 7.08 PROPER AUTHORITY Each party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. QPP acknowledges that this Contract is effective for the period of time specified in the Contract. Any services performed by QPP before this Contract is effective or after it ceases to be effective are performed at the sole risk of QPP. 7.09 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. If the Contract is not executed by the GLO within thirty (30) days of execution by the other party,this Contract shall be null and void. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 13 of 14 ARTICLE 8—EVENTS OF DEFAULT AND REMEDIES 8.01 EVENTS OF DEFAULT Each of the following events shall constitute an Event of Default under this Contract: (i) QPP's failure to comply with any term, covenant, or provision contained in this Contract; (ii) QPP makes a general assignment for the benefit of creditors or takes any similar action for the protection or benefit of creditors; or (iii) if at any time, QPP makes any representation or warranty that is incorrect in any material respect to the Work Plan, of payment made to the GLO. 8.02 REMEDIES;NO WAIVER Upon the occurrence of any such Event of Default, the GLO shall be entitled to avail itself of any equitable or legal remedy. A right or remedy conferred by this Contract upon either party is not intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Contract, or hereafter legally existing, upon the occurrence of an Event of Default. The failure of the GLO either to insist at any time upon the strict observance or performance of any of the provisions of this Contract, or the GLO's failure to exercise any right or remedy as provided in this Contract, shall not impair any such right or remedy or be construed as a waiver or relinquishment thereof with respect to subsequent Events of Default. SIGNATURE PAGE FOLLOWS GLO Contract No.13480-000-8048 CEPRA Project No.1569 Page 14 of 14 SIGNATURE PAGE FOR GLO CONTRACT N0.13480-000-8048 CEPRA PROJECT NO.1569 GENERAL LAND OFFICE CITY OF CORPUS CHRISTI Lary L.Laine, Chief Clerk/ Name: Deputy Land Commissioner Title: I D to cif execution: Date of execution: of Deputy AGC GC VVI ATTACHMENTS TO THIS CONTRACT: GLO SPECIAL DOCUMENT No.20130007 ATTACHMENT A: GENERAL AFFIRMATIONS ATTACHMENT B: WORK PLAN AND BUDGET ATTACHMENT C: PROJECT LOCATION MAPS ATTACHMENTS FOLLOW Attachment.A GLO Contract No.13480-000-8048 Pagel of 2 GENERAL AFFE ATION3 Provider agrees without exception.to the following affirmations: 1_ The Provider has not given, offered to give, nor intends to give, at anytime hereafter any economic opportunity, future employment, .gift, loan, gratuity, special discount, trip, favor,or service to a public servant in connection with this Contract. 2, Pursuant to Title 10, Section 2155.004 of the Texas Government Code;the Provider has not received compensation from the GLO for preparing any part of this Contract, 3. Under Section 231.006, Family Code, Provider certifies.that the individual or business entity named in this Contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. Any Provider subject to this section must include names and Social Security Numbers of each person with at Ieast twenty-five percent(25%) ownership in the business entity named in this Contract. This information must be provided prior to execution of any offer. 4. Respondent certifies by signing this Attachment that: (a) the entity executing this Contract; (b) its principals; (c) its subcontractors; and (d) any personnel designated to perform services related to the work herein described are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal Department or Agency. This certification is made pursuant to the regulations implementing Executive Order 12549,Debarment and Suspension, 28 C.F.R. pt. 67, § 67.510, as published as Pt. VII of the May 26,1988, Federal Register (pp. 19160-19211), and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Provider's subcontracts if payment in whole or in part is from federal funds. 5. In addition,Provider certifies it is in compliance with all State of Texas statutes and rules relating to procurement; and that the participants named in items 4(a)through 4(d) above are not listed on the federal government's terrorism watch list described in Executive Order 13224. Entities ineligible for federal procurement are listed at https://www.sam.gov/portal/oublic/S sam.g ortal/oublic/SAM/, which Provider may review in making this av/ certification. Provider acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. This provision shall be included in its entirety in Provider's subcontracts if payment in whole or in part is from federal funds. 6. Provider agrees that any payments due under this Contract will be applied towards any debt, including, but not limited to, delinquent taxes and child support that is owed to the State of Texas. 7. Provider certifies that it is in compliance with Texas Government Code, Title 6, Subtitle B, Section 669.003, relating to contracting with the executive head of a state agency. If this section applies,Provider will complete the following information in order for the bid to be evaluated: Name of Former Executive: Name of State Agency: Date of Separation from State Agency: Attachment A GLO Contract No'.13480-000-8048 Page 2 of z Position with Provider: Date of Employment with Provider: 8. Provider agrees to comply with Texas Government Code, Title 10, Subtitle D, Section 2155.4441, relating to the purchase of products produced in the State of Texas under service contracts. 9. Provider understands that acceptance of funds under this Contract acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Provider further agrees to cooperate fully with the State Auditor's Office, or its successor, in conducting the audit or investigation, including providing all records requested. Provider will ensure that this clause is included in any subcontract it awards. 10. Provider certifies that if it employs any former employee of the GLO, such employee will perform no work in connection with this Contract during the twelve (12) month period immediately following the employee's last date of employment at the GLO. 11. Provider shall not discriminate against any employee or applicant for employment because of race, disability, color,religion, sex,age, or national origin. The Provider shall take affirmative action to ensure that applicants are employed and that employees are treated without regard to their race, color, sex, religion, age, disability, or national origin. Such action shall include,but is not be limited to,the following: etnployment,upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Provider agrees to post notices, which set forth the provisions of this non-discrimination article, in conspicuous places available to employees or applicants for employment.. Provider shall include the above provisions in all subcontracts pertaining to the work. 12. Provider understands that the GLO does not tolerate any type of fraud. The GLO's policy,is to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Providers are expected to report any possible fraudulent or dishonest acts, waste, or abuse affecting any transaction with the GLO to the GLO's Internal Audit Director at 512.463.5338 or to tracey.hall @.glo.texas.gov NOTE: Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the "Public Information Act," Chapter 552 of the Texas Government Code. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Attachment B GLO Contract No.13480-000-8048 Page 1 of 3 WORK PLAN NORTH BEACH NOURISHMENT,CEPRA PROJECT#1569 DATA COLLECTION,FINAL DESIGN,PERNIITTING,AND CONSTRUCTION OVERSIGHT 1.To address erosion of approximately 7,000 feet of Gulf shoreline at North Beach,the GLO shall: a. Expend from the CEPRA account an amount not to exceed$225,000 to the project budget. b. Manage the project and identify,document, and confer with the Qualified Project Partner, the exact location and extent of the Project area, c. Confirm with the Qualified Project Partner,the preferred alternative(s)for erosion response at the Project site. d. Contract with a professional services provider to: document existing conditions/applications; review and summarize historical data and engineering studies; - coIIect data and conduct surveying as required; verify that all permit requirements have been met; develop construction drawings and final design; - provide plans, specifications and bid package; - prepare final construction cost estimate; - provide bidding assistance and contract award recommendations for a construction contractor•, perform construction contract administration services including on-site observation of the work; conduct post-project closeout program; determine post-project monitoring e. Assist the City of Corpus Christi with procuring other contracting services if necessary or required. f. Estimate total project costs and cost-sharing requirements. g. Provide financial point of contact. 2. To address erosion of approximately 7,000 feet of Gulf shoreline at North Beach,the Qualified Project Partner shall: a. Provide$75,000 of match funding to the GLO. b. Confer and cooperate with the GLO, the exact Iocation and extent of the Project area. c. Confer and cooperate with the GLO on the selection of the professional service provider, scopes of work,preferred alternatives, and construction plan. d. Procure other related contracting services if necessary or required e. Identify, document, and coordinate with the GLO any in-kind services that will count toward the cost-sharing requirement under this Agreement: - labor; i f Attachment B GL O,Contmet No.13480-00.0-8048 Page 3 of 3 BUDGET NORTH BEACH NOURISHMENT, CEPRA. PROJECT #1569 PROJECT COSTS CONTRACTUAL AMOUNT Task 1.Data Collection,Permitting, Engineering,Construction Oversight $300,000.00 Subtotal $300,000.00 TOTAL PROJECT COST NOT TO EXCEED $300,000,00 COST SHARING SUMMARY QUALIFIED PROJECT PARTNER(QPP): City of Corpus Christi-CASH $75,000.00 QPP's TOTAL CASH CONTRIBUTION $75,000.00 CEPRA: CEPRA=CASH $2253000.00 CEPRA's TOTAL CASH CONTRIBUTION $225,000.00 TOTAL PROJECT CASH CONTRIBUTIONS $300,000.00 TOTAL PROJECT CONTRIBUTIONS $300,000.00 *Please spec;4 when using historically underutilized business as required by state lacy. I E I 1 k Attachment C GLO Contract No.13-480-ODD-9048 Page I oft � NaCC7 ' �' �. �AfiiACOgdo�@� u �. Brady Ctas. tte tatYtervBl Link Ct Agad dip dad . F �tylY1� Ee#8ion 0_ town t` atl B ... ., Mail�te IFaBs ► i0ty jl f stirs C�atu .; r Bea R t o Ih Leak ' W1rtr; C� tt. P .S r�.Antonio lIar�City Ties Cl Tiff BayClty� as akvelfe rrilty lfktt _- tttlla- HaeVW " a AStlerkQO �k8i�t MAV m. uNb Uradd E r do I n swli3e� -` C1tt1 AM dale to Ow _ IF S�Iz F�it�lgo Reyna�� `° � t1+lat�n'tart�s. st;li rril GEPRA 1569 North Beach Nourishment Tha Tam GWWW Land OMx melroa no npmwx4atiana W roaerdtnc tha.ccurhor oorrptstgiue of Ir�o►n ala, dwpkied on ft map or Ow"from+rr kh k.vm pu&mveL T*alep IS I TwPl".f r wWaoorw purpose:ow does not purport to dopkA or eftbfth bcxnrdedsa Www p hm*and pu68o W4 Pdrttsdt Jul 29,2019 ! i � � :I III :I• ; i f �a • A � IB No S w �d g v _ r r � F . m CEARA 1569 IL North Beach YNounrishment ?' . ; ■ Pdnted.* 2.: 1 THE STATE OF TEXAS V' ° ,� m M SPECIAL DOCUMENT No.20130007 CEPRA PROJECT No.1569 UNDER GLO CONTRACT No. 13480-000-8048 STATE OF TEXAS § COUNTY OF NLIECES § This Special Document memorializes the agreement("Agreement")between the TExAs GENERAL LAND OFFICE (the "GLO") and the CITY OF CORPUS CHRISTI (the"Qualified Project Partner" or "QPP"), made and entered pursuant to TEX. NAT. RES. CODE ANN. §§ 33.601- 33.613, the Coastal Erosion Planning and Response Act ("CEPRA"), and 31 TEX. ADMIN. CODE § 15, and subject to all other applicable statutes, rules, and regulations currently existing and as may be amended or promulgated from time to time during the effective dates hereof. ARTICLE L PARTIES AND PURPOSE 1.01. Inconsideration of the mutual covenants and agreements set forth herein,and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the STATE OF TExAs, acting by and through the Commissioner of the GLO, on behalf of the Permanent School Fund (the "State"),hereby grants to the CITY OF CORPUS CHRISTI,whose address is 1201 Leopard Street, Corpus Christi, TX 78401 ("QPP"), the right to use the surface estate of certain Permanent School Fund land(the"Premises") for the purposes identified in ARTICLE 1V below. 1.02. The GLO and QPP entered into a Project Cooperation Agreement, denominated as GLO Contract No. 13-480-000-8048, ("PCA'), effective 2013, for a coastal erosion response project (the "Project', pursuant to the CEPRA statute and all other applicable statutes, rules, and regulations. A copy of the PCA is attached hereto as Exhibit A, and incorporated herein in its entirety for all purposes. The temps and conditions of this Agreement are in addition to and an extension of the PCA, solely for the purpose of authorizing the construction of the Project, and documenting the right of QPP to access the Premises after completion of the coastal erosion response project created pursuant to the PCA, in order to conduct required and necessary maintenance of the Project for the period of time specified in ARTICLE III,below. Special Document No.20130047 For CEPRA Project No.1569 Under GLO Contract No.13480-004-8046 Page I of 5 ARTICLE U. PREMISES 2.01: The Premises consist of 7,000 linear of Gulf shoreline of Corpus Christi Bay at North Beach,in Corpus Christi,Nueces County, Texas, and more fully described or depicted in the PCA, which description is incorporated herein by reference for all purposes. 2.02. QPP HAS INSPECTED.THE PHYSICAL AND TOPOGRAPHIC CONDITION OF THE PREMISES AND ACCEPTS IT "AS IS" IN ITS EXISTING PHYSICAL AND TOPOGRAPHIC CONDITION. QPP IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF THE STATE REGARDING ANY ASPECT OF THE PREMISES, BUT IS RELYING ON QPP'S OWN INSPECTION OF THE PREMISES. THE STATE DISCLAIMS ANY AND ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY, SUITABILITY, FITNESS FOR ANY PURPOSE, AND ANY OTHER WARRANTY WHATSOEVER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. THE STATE AND QPP HEREBY AGREE AND ACKNOWLEDGE THAT THE USE OF THE TERMS "GRANT" AND/OR "CONVEY" IN NO WAY IMPLIES THAT THIS AGREEMENT OR THE PREMISES ARE FREE OF LIENS, ENCUMBRANCES AND/OR PRIOR RIGHTS. QPP IS HEREBY PUT ON NOTICE THAT ANY PRIOR GRANT AND/OR ENCUMBRANCES MAY BE OF RECORD AND QPP IS ADVISED TO EXAMINE ALL RECORDS OF THE STATE AND COUNTY IN WHICH THE PREMISES IS LOCATED. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. ARTICLE HI. TERM 3.01. This Agreement shall continue for a term of ten(10)years, commencing on the effective date of the PCA and ending ten (10) calendar years thereafter, unless renewed or earlier terminated for any reason by the State, in its sole discretion. ARTICLE IV. USE OF THE PREMISES 4.01. The Premises shall be used solely for the continued maintenance of the coastal erosion response project created by the PCA and for no other purpose. The Premises are to remain in their current topographical and hydrologic condition, unless the modification is pursuant to and in accordance with the terms of the PCA. QPP is specifically prohibited from modifying the Premises in any manner not authorized herein, and from using, or allowing the use by others of the Premises for any other purpose. 4.02. The State reserves the exclusive right to grant easements,rights-of way and/or other grants of interest authorizing use of the Premises. QPP shall permit the State's agents, representatives, and employees to enter into and on the Premises at all reasonable times for the purpose of inspection and any other reasonable purpose necessary to protect the State's interest in the Premises. 4.03. Any accretion of sediment, as determined by the GLO, resulting from the actions authorized by the PCA or this Agreement,will be considered property of the State of Texas. Special Document No.20130007 For CEPRA Project No.1569 Under GLO Contract No.13480-000-8048 Page 2 of 5 4.04. The following provisions shall apply to the use of the Premises during the term of this Agreement: (A) Upon request, QPP shall submit reports to the appropriate Field Office documenting Project conditions and verifying compliance with the requirements of the PCA. If the Field Office determines at any time that monitoring and maintenance of the Project is no longer necessary, the Field Office may recommend to the School Land Board that this Agreement be terminated. (B) QPP shall maintain Department of the Army Pen-nit No.21203. (C) QPP, in cooperation with the GLO, shall maintain the Project for ten (10) years in accordance with the School Land Board's authorization of the placement of the Project on Permanent School fund land under TEX.NAT.RES. CODE ANN. § 33.609. (D) If the GLO determines that the Project requires maintenance or is in a non-compliant condition or there has been any unforeseen significant adverse impacts caused by the Project, QPP will be notified and required to assist with removal, maintenance, or restoration of the site to pre-Project conditions if the non-compliant condition cannot be remedied or repaired. (E) If QPP is charged with assisting with the removal of the Project pursuant to the foregoing terms or if the Improvements should fail or cease to fulfill the purposes of the Project, QPP shall assist with the restoration of the Premises to pre-Project conditions and configuration at QPP's percentage of the cost. (F) If the Project remains in place at the end of the term of this Agreement, the term and maintenance requirements may be extended for an additional ten-year term, if necessary, at the sole discretion of the GLO. ARTICLE V. ASSIGNMENTS 5.01. This Agreement and the uses allowed hereunder shall not be assigned by QPP. ARTICLE VI.PROTECTION OF NATURAL AND HISTORICAL RESOURCES 6.01. QPP shall comply with all applicable rules and regulations of the GLO and other govennnental agencies responsible for the protection and preservation of public lands and waters, including those relating to pollution. In the event of pollution or an incident that may result in pollution of the Premises or adjacent property which is the result of QPP's (or QPP's employees, contractors, invitees and agents) acts or omissions, QPP shall immediately notify the State, use all means reasonably available to recapture any pollutants which have escaped or may escape, and mitigate for any and all natural resources damages caused thereby. 6.02. QPP IS EXPRESSLY PLACED ON NOTICE OF THE NATIONAL HISTORICAL PRESERVATION ACT OF 1966, (PB-89-66, 80 STATUTE 915, U.S.C.A. § 470) AND THE ANTIQUITIES CODE OF TEXAS, CHAPTER 191, TEX. NAT. RES. CODE ANN. Special Document No.20130007 For CEPRA Project No.1569 Under GLO Contract No.13480-000-8048 Page 3 of IN THE EVENT THAT ANY SITE, OBJECT, LOCATION, ARTIFACT OR OTHER FEATURE OF ARCHEOLOGICAL, SCIENTIFIC, EDUCATIONAL, CULTURAL OR HISTORIC INTEREST IS ENCOUNTERED DURING ANY ACTIVITY ON THE PREMISES, QPP WILL IMMEDIATELY CEASE SUCH ACTIVITIES AND WILL IMMEDIATELY NOTIFY THE GLO AND THE TEXAS HISTORICAL COMMISSION, P.O. BOX 12276,AUSTIN,TEXAS 78711, SO THAT ADEQUATE MEASURES MAY BE UNDERTAKEN TO PROTECT OR RECOVER SUCH DISCOVERIES OR FINDINGS, AS APPROPRIATE. ARTICLE VII. INDEMNITY 7.01. QPP SHALL BE FULLY LIABLE AND RESPONSIBLE FOR ANY DAMAGE, OF ANY NATURE, ARISING OR RESULTING FROM ITS OWN ACTS OR OMISSIONS RELATED TO ITS EXERCISE OF THE RIGHTS GRANTED HEREIN. QPP AGREES TO AND SHALL INDEMNIFY AND HOLD THE STATE, THE STATE'S OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM AND AGAINST CLAIMS, SUIT, COSTS, LIABILITY OR DAMAGES OF ANY KIND,INCLUDING STRICT LIABILITY CLAIMS, WITHOUT LIMIT AND WITHOUT REGARD TO CAUSE OF THE DAMAGES OR THE NEGLIGENCE OF ANY PARTY, EXCEPT FOR THE CONSEQUENCES OF THE NEGLIGENT ACTS OR WILLFUL MISCONDUCT OF THE STATE, THE STATE'S OFFICERS, AGENTS, EMPLOYEES, OR INVITEES, ARISING DIRECTLY OR INDIRECTLY FROM QPP'S USE OF THE PREMISES (OR ANY ADJACENT OR CONTIGUOUS PSF LAND) OR FROM ANY BREACH BY QPP OF THE TERMS CONTAINED HEREIN. THE PROVISIONS OF THIS SECTION SHALL SURVIVE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. ARTICLE VHI. PROPERTY REMOVAL AND TAKES 8.01. Upon termination of this Agreement, QPP shall remove its personal property from the Premises within 30 days thereafter. THE TERMS OF THIS SECTION SHALL SURVIVE EXPIRATION OR EARLIER TERMNATION OF THIS AGREEMENT. 8.02. QPP AGREES TO AND SHALL PROTECT AND HOLD THE STATE HARMLESS FROM LIABILITY FOR ANY AND ALL TAXES, CHARGES, AND ASSESSMENTS, TOGETHER WITH ANY PENALTIES AND INTEREST THEREON, AND FROM ANY SALE OR OTHER PROCEEDING TO ENFORCE PAYMENT THEREOF. ARTICLE DL MISCELLANEOUS PROVISIONS 9.01. No provision of this Agreement shall be construed in such a way as to constitute the State and QPP joint venturers or co-partners, other than to the extent provided for in the PCA, or to make QPP the agent of the State or make the State liable for the debts of QPP. 9.02. In the event any provision of this Agreement is more restrictive than any administrative rule promulgated by the GLO and/or the School Land Board, this Agreement shall control. Special Document No.20130007 For CEPRA Project No.1569 Under GLO Contract No.13480-000-9048 Page 4 of 5 9.03. Notices under this Special Document shall be delivered in the same manner and to the addresses as provided in the PCA. SIGNATURE PAGE FOLLOWS Special Document No.20130007 For CEPRA Project No.1569 Under GLO Contract No.13-480-000-8048 Page 5 of 5 SIGNATURE PAGE FOR SPECIAL DOCUMENT No.20130007 CEPRA PROaEcT No.1569 UNDER GLO CONTRACT No.13-480-000-8048 IN TESTIMONY WHEREOF witness our hand and Seal of Office as authorized signatories of the respective parties: STATE: QPP: TEXAS GENERAL LAND OFFICE CITY OF CORPUS CHRISTI JERRY E.PATTERSON Name: Commissioner, General Land Office Title: Date: Date• . APPROVED: Legal: 4wggfDeputy: ` Asst.Gen.Cuuns General Coun Chief Clerk- ACKNOWLEDGMENT BY QPP STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of _-_- .20 , by (Individual Acknowledging This Document) (Notary Ngnature) Notary Stamp Notary Public, State of My commission expires: Information collected by electronic mail and by web farm is subject to the Public Information Act, Chapter 532, Government Code. Ex mrr A THE PROJECT COOPERATION AGREEMENT GLO CONTRACT No. 13-480-000-8048 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 12, 2013 xg Second Reading Ordinance for the City Council Meeting of November 19, 2013 DATE: 9/17/13 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services MarkVV @cctexas.com (361) 826-3897 Approval of agreement and appropriating ordinance to reimburse Embree Asset Group Inc., for construction of wastewater collection line for Lot 8, Block 2, Suntide Industrial Tracts CAPTION: Ordinance authorizing execution of a wastewater collection line extension construction and reimbursement agreement ("Agreement") with Embree Asset Group, Inc., ("Developer'), for the construction of a wastewater collection line and appropriating $11,519.40 from the NO. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse the Developer in accordance with the Agreement. PURPOSE: Embree Asset Group, Inc., will install 353 linear feet of 8-inch PVC wastewater line for proposed rental equipment development. BACKGROUND AND FINDINGS: Per Section 8.5.2.E Credits and Reimbursements of the Unified Development Code ("UDC"), Embree Asset Group, Inc., is requesting a Reimbursement Agreement for the development of Lot 8, Block 2, Suntide Industrial Tracts, as shown on the final plat. The subdivision is located along the south side of Interstate 37; east of Suntide Road and west of Hunter Road. The development requires the extension of 353 linear feet of 8-inch wastewater collection line in order to provide adequate wastewater to the property. The subject property will be served by a proposed 8-inch PVC wastewater line which includes two (2) new sanitary sewer manholes. A layout of existing and proposed improvements is included as Exhibit C. ALTERNATIVES: Denial of the Reimbursement Agreement OTHER CONSIDERATIONS: Per Section 8.5.2.E.2.e defer reimbursement for project CONFORMITY TO CITY POLICY: The developer will be extending wastewater to serve the proposed development and has requested a Reimbursement Agreement, as provided in the Unified Development Code. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Sanitary Sewer Collection Line Trust Fund Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $228,878.51 Encumbered / Expended Amount $94,287.11 This item $11,519.40 BALANCE 1 $123,072.00 Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Location Map Ordinance Agreement Y ; w `rJ � OaSltla3NIW Na3H1nOS h I( / / S 5 r r� 5� PG A fff Z w LLI 0' MUN`PERRD 4 Oa 1NnH ' k �^ W Q � Oa M3 Ha O r< � as 3allNns ijil a mtlw a N LLI�r 0 1SINOHtlMtll aao olnl �/ as osolnl n W Og N no Nl ll3Mlll,S � O ORDINANCE AUTHORIZING EXECUTION OF A WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT ("AGREEMENT") WITH EMBREE ASSET GROUP, INC., ("DEVELOPER"), FOR THE CONSTRUCTION OF A WASTEWATER COLLECTION LINE AND APPROPRIATING $11,519.40 FROM THE NO. 4220 SANITARY SEWER COLLECTION LINE TRUST FUND TO REIMBURSE THE DEVELOPER IN ACCORDANCE WITH THE AGREEMENT. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or his designee, is authorized to execute a wastewater collection line extension construction and reimbursement agreement ("Agreement") with Embree Asset Group, Inc., ("Developer"), for the extension of an 8-inch wastewater collection line, including all related appurtenances, for the development of Lot 8, Block 2, Suntide Industrial Tracts, in Corpus Christi, Nueces County, Texas. SECTION 2. Funding in the amount of $11 ,519.40 is appropriated from the No. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse the Developer for the construction of the wastewater collection line improvements in accordance with the Agreement. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 2013 ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This Wastewater Collection Line Extension Construction and Reimbursement Agreement ("Agreement")is entered into between the City of Corpus Christi("City"),a Texas home-rule municipality, and Embree Asset Group, Inc., ("Developer/Owner"),a Texas Corporation. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code("UDC"), has a plat, approved by the Planning Commission on August 28, 2013 to develop a tract of land,to wit: approximately 8.13 acres known as Lot 8, Block 2, Suntide Industrial Tracts, located at the south side of Interstate 37;east of Suntide Road and west of Hunter Road, as shown in the attached Exhibit 1,the content of such exhibit being incorporated by reference into this Agreement. WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the wastewater collection line extension("Wastewater Extension"); WHEREAS, under the UDC, the Developer/Owner is eligible for reimbursement of the Developer/Owners costs for the construction of Wastewater Extension; WHEREAS, it is to the best interest of the City that the Wastewater Extension be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.2.E.2 of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when funds become fully available in the Wastewater Collection Line Trust Fund and are appropriated by the City Council; and WHEREAS,the Developer/Owner has submitted an application for reimbursement of the costs from the Wastewater Collection Line Trust Fund for installing the Wastewater Extension, as shown in Exhibit 2,the content of such exhibit being incorporated by reference into this Agreement. NOW,THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement,the parties do covenant and agree as follows: 1. REQUIRED CONSTRUCTION. Developer/Owner shall construct the Wastewater Extension in compliance with the City's UDC and under the plans and specifications approved by the City's Development Services Engineer. 2. PLANS AND SPECIFICATIONS. a. Developer/Owner shall contract with a professional engineer,acceptable to the City's Development Services Engineer, to prepare plans and specifications for the Wastewater Extension, as shown in the attached Exhibit 3,the content of such exhibit being incorporated by reference into this Agreement,with the following basic design: 1. Install 353 linear feet of 8-inch PVC pipe; 2. Install two(2)FG 4'diameter Manholes; 3. Install 353 linear feet trench safety; 4. Necessary testing b. The Wastewater Extension must begin at the new proposed wastewater manhole and existing 8-inch wastewater collection line at the northwest comer of Suntide Industrial Tracts, Block 2, Lot 5 and extending east along the north property line of Suntide Industrial Tracts, Block 2, Lot 5, 353 linear feet to the second proposed wastewater manhole at the northeast corner of said same property. c. The plans and specifications must comply with the City's Wastewater Standards Detail Sheets and Standard Specifications. d. Before the Developer/Owner starts construction,the plans and specifications must be approved by the City's Development Services Engineer. 3. SITE IMPROVEMENTS. Prior to the start of construction of the Wastewater Extension, Developer/Owner shall acquire and dedicate to the City the required additional public utility easements("Easements"), if any, necessary for the completion of the Wastewater Extension. If any of the property needed for the Easements is owned by a third party and the Developer/Owner is unable to acquire the Easements through reasonable efforts,then the City will use its powers of eminent domain to acquire the Easements. 4. PLATTING FEES. Developer/Owner shall pay to the City the required acreage fees and pro- rata fees as required by the UDC for the area of the Wastewater Extension. 5. DEVELOPER/OWNER TO AWARD CONTRACT FOR IMPROVEMENTS. Developer/Owner shall award a contract and complete the Wastewater Extension, under the approved plans and specifications, by November 26,2014. 6. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 7. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties and obligations under this Agreement. If this Agreement calls for review or inspections by the City,then the City's reviews or inspections must be completed thoroughly and promptly. 8. DEFAULT. The following events shall constitute default: a. Developer/Owner fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services and to the Development Services Engineer by the 60th calendar day after the date of approval of this Agreement by the City Council. WW Reimb Agmt Suntide Ind Tract Elk 2 Lot 8 Anal Page 2 of 7 c. Developer/Owner fails to award a contract for the construction of the Wastewater Extension, according to the approved plans and specifications, by the 90th calendar day after the date of approval of this Agreement by the City Council. d. Developer/Owner's contractor does not reasonably pursue construction of the Wastewater Extension under the approved plans and specifications. e. Developer/Owner's contractor fails to complete construction of the Wastewater Extension, under the approved plans and specifications, on or before November 26, 2014. f. Either the City or the Developer/Owner otherwise fails to comply with its duties or obligations under this Agreement. 9. NOTICE AND CURE. a. In the event of a default by either party under this Agreement,the non-defaulting party shall deliver notice of the default, in writing,to the defaulting party stating, in sufficient detail,the nature of the default and the requirements to cure such default. b. After delivery of the default notice,the defaulting party has 15 business days from the delivery of the default notice("Cure Period")to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non-defaulting party may pursue its remedies in this section. d. Should the Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to the Developer/Owner,at the address stated in section 11, of the need to perform the obligation or duty and,should the Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice,the City may perform the obligation or duty,charging the cost of such performance to the Developer/Owner by reducing the reimbursement amount due to the Developer/Owner. e. In the event of an uncured default by the Developer/Owner, after the appropriate notice and Cure Period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default; 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project;and/or 3. Perform any obligation or duty of the Developer/Owner under this Agreement and charge the cost of such performance to the Developer/Owner. The Developer/Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Developer/Owner receives notice of the cost of performance. In the event the Developer/Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement,then the Agreement shall be considered in effect and no longer in default. WW Reimb Agmt Suntide Ind Tract Blk 2 Lot 8 Anal Page 3 of 7 f. In the event of an uncured default by the City after the appropriate notice and Cure Period, the Developer/Owner has all its remedies at law or in equity for such default. 10. FORCE MAJEURE. a. The term"force majeure"as employed in this Agreement means and refers to acts of God;strikes, lockouts,or other industrial disturbances; acts of public enemies; insurrections; riots; epidemics; landslides; lightning; earthquakes;fires; hurricanes; storms;floods;washouts; droughts; arrests;civil disturbances;explosions;or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement,then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten(10)business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice,to the extent affected by the force majeure, are suspended during the continuance of the inability claimed but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 11. NOTICES. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: 1. If to the Developer/Owner: Embree Asset Group, Inc., Attn: Phillip H.Annis 4747 Williams Drive Georgetown,Texas 78633 2. If to the City: City of Corpus Christi Attn: Director, Development Services Department 2406 Leopard Street 78401 P. O. Box 9277 Corpus Christi,Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P. O. Box 9277 Corpus Christi,Texas 78469-9277 b. Notice must be made by United States Postal Service, First Class mail, certified, return receipt requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid;or by personal delivery. VVW Reimb Agmt Suntide Ind Tract Blk 2 Lot a Anal Page 4 of 7 c. Either party may change the address for notices by giving notice of the change under the provisions of this section. 12. THIRD PARTY BENEFICIARY. Developer/Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Wastewater Extension,contracts for testing services, and contracts with the contractor for the construction of the Wastewater Extension must provide that the City is a third party beneficiary of each contract. 13. PERFORMANCE AND PAYMENT BONDS. Developer/Owner shall, before beginning the work that is the subject of this Agreement,execute a performance bond if the contract is in excess of$100,000 and a payment bond if the contract is in excess of$25,000. The performance and payment bonds must comply with Texas Government Code, Chapter 2253. 14. WARRANTY. Developer/Owner shall fully warranty the workmanship of and function of the Wastewater Extension and the construction of the Wastewater Extension for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services and Development Services Engineer. 15. REIMBURSEMENT. a. Subject to the conditions for reimbursement from the Wastewater Collection Line Trust Fund and the appropriation of funds, the City will reimburse the developer,the reasonable actual cost of the Wastewater Extension up to an amount not to exceed $11,519.40 as shown in the attached Exhibit 4,the contents of such exhibit being incorporated by reference into this Agreement. b. The City agrees to reimburse the Developer/Owner on a monthly basis upon invoicing for work performed. The reimbursement will be made no later than 30 days from the date of the invoice. Developer/'Owner shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement. c. To be eligible for reimbursement,the work must be completed in a good and workmanlike manner and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. d. In the event that this Agreement is terminated by the City as a result of an uncured default by the Developer/Owner and at a time when there has been a partial completion and/or partial payment for the improvements, then the City shall only reimburse the Developer/Owner for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that the uncured default occurred. 16. INDEMNIFICATION. DEVELOPERIOWNER SHALL FULLY INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, OFFICIALS, EMPLOYEES,AND AGENTS ("INDEMNITEES") FROM AND AGAINST ALL SUITS, CLAIMS, DEMANDS,ACTIONS, LOSSES, COSTS, EXPENSES, LIABILITY, DAMAGES AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST CITY FOR ANY AND ALL PROPERTY DAMAGE OR INJURIES WW Reimb Agmt Suntide Ind Tract Blk 2 Lot 8 Anal Page 5 of 7 SUSTAINED BY ANY PERSON, INCLUDING WITHOUT LIMITATION,WORKERS, COMPENSATION, PERSONAL INJURY OR DEATH, ARISING FROM OR INCIDENT TO, BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER PROXIMATELY OR REMOTELY,WHOLLY OR IN PART, THE CONSTRUCTION OF THE WASTEWATER EXTENSION. 17. COVENANT RUNNING WITH THE LAND. This Agreement is a covenant running with the land,to wit: approximately 8.13 acres known as Lot 8, Block 2, Suntide Industrial Tract, a subdivision in Corpus Christi, Nueces County, Texas, and must be recorded in the Official Public Records of Nueces County,Texas. The duties, rights,and obligations of the Agreement are binding on and inure to the benefit of the Developer/Owner's successors or assigns. 18.ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City Manager. 19. DISCLOSURE OF INTEREST. Developer/Owner agrees, in compliance with the City Ordinance No. 17110, to complete, as part of this Agreement,the Disclosure of Interest form attached to this Agreement as Exhibit 5. 20. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and the Developer/Owner and their respective heirs, successors, and assigns from and after the date of final execution by all parties. 21. AUTHORITY. The person signing this Agreement on behalf of each of the parties represents,warrants, and guarantees that they have authority to act on behalf of the party and make this Agreement binding and enforceable by their signature. EXECUTED IN TRIPLICATE originals this day of , 2013. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Wes Pierson City Secretary Assistant City Manager, designee of the City Manager APPROVED AS TO FORM: I , 2013 Marcie Downing Assistant City Attor for the City Attorney WW Reimb Agmt Suntide Ind Tract Blk 2 Lot 8 Anal Page 6 of 7 OWNER: Emb;il4lip Group, Inc., By: Annis, President STATE OF TEXAS § COUNTY OF rVcl�t svn § This instrument was acknowledged before me on f'Dr�r/ , 2013, by Phillip H. Annis, President, Embree Asset Group, Inc., a Texas Corporation, on behalf of said company. TERESA T.ADAMS State of Tex as try Public, Notary Public's Signature My Commission Expires Au usl .2017 WW Reimb Agmt 5untide Ind Tract Blk 2 Lot 8 final Page 7 of 7 P'L TC' 00-95-15 9820 PM VOW',Pad:93015.PAV PLOTS MC 1-1 VREB,:1:015 e " ~ P! / Fill 1 Ix Ityx RX P l � ° .���., mm 7 L, �� � � 6 4 F 4' Jr tc �¢ 5 ° 0 44 ct min V/y sq pppp!!X!111 C� N y 4Yo-ffi5b1go lµ' Vn ry aj (n rn O a co gig rh ip a II y 6 eft �� �� �sysy''7777 ! � • "� p gy�pp A � m APPLICATION FOR WASTE WATER REIMBURSEMENT We, Embree Asset Group, Inc., a Texas Corporation, 4747, Williams Drive, Georgetown, Texas 78633, owners and developers of proposed LOT 8, BLOCK 2, SUNTIDE INDUSTRIAL TRACTS, hereby request reimbursement of$11.519.40 for the installation of the waste water collection line in conjunction with said lot, as provided for b City Ordinance No. 17396.$24,291.63 is the construction cost,including 11%Engineering and Surveyin show by t cost supporting documents attached herewith. By: P ip A is Title: PRESIDENT Date: -"2e) THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me one ,2013,by IPA r m X85 (Name), / (Title), of Embree Asset Group, Inc.,a Texas Corporation,on behalf of the said corpor ion. ®eo-eaes<e„ ADAMS IEASA T Seale of Texas NOMY �rlf µ,.. ,.. .. mod. Eae' nVnrnm'ss°°"Exp"®� Notary Public in and for the State of Texas a �_+ pe;nik ` AugU511 .2017 4 'b ®®o w� CERTIFICATION The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a)Sufficiency of funds in the Collection Line Trust Fund,and (b)Appropriation and approval by the City Council. Development Services Engineer (Date) Exhibit 2 Page 1 of APPLICATION FOR WASTE WATER CREDIT We, Embree Asset Group, Inc., a Texas Corporation, 4747, Williams Drive, Georgetown, Texas 78633, owners and developers of proposed LOT 8, BLOCK 2, SUNTIDE INDUSTRIAL TRACTS,hereby apply for $12,772.23 credit towards the waste water acreage fee for the collection line Extension in conjunction with said subdivision as provided for by City Ordinance No. 17396.$24,291.63 is the construction cost,including 11% Engineering and Surveying„as shown by the cost supporting documents attached herewith. By: P flip A nis Title: PRESIDENT At Date: —13 THE STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on ,2013, by (Name), (Title),of Embree Asset Group, Inc., a Texas Corporation,on behalf of the said corporation. ®®oaeoeeko TERSA 1,ADAM' a4�°arvd�`$ r Y public,stale oS Tr `as Nola ,.. CvIW ContiSSion Exlsss %reo®6A�� A 0 .2011 Not ublic in and for the State of Texas Exhibit 2 Page 2 of to �v t e® e A z , Z4 i � t ..� g g cn .`3 µ ch s X m i� t t is Rf r a OE 101 fi 0 9 X xix 2;A Rjo R 0 I I A5 IN a ME 1 ---N R f f 3 COYER SHEET s LOT NI,BLOCK 2,SUNTIOE INDUSTRIAL TRACT as e i�v$ -moo p Q EWREE ASSET GROUP � sderxe sx�,sa�ae erne 0 oa vn� .apn e r ...... .. ..... .. .....,.. .. ... a ,,,,rem& ,,, Q ra., 4 3A M ® m . Lel, b P � rn x M w e � mar ; 4f co q b WASTEWATER LINE CONSTRUCTION N m�n�a LOT B,BLOCK 2,SUNTIDE INDUSTRIAL TRACT csP,e sue„ ®g MORSE ASSET GROUP CDMnM CHAIS TUAS ........... Q � �bb a$$p sm aWw9 pp m�,a � Ae 9• % 01 4a CM iii„ b� �8 o I � u - E.E a e x r.. E e i - ....,m,�. 9• gym, 6a E 1 {Q W WASTEWATER PLAN A PROFILE ® w m LOT 8,BLOCK 2, BUNTIDE INDUSTRIAL TRACT -� BOREE ASSET GROUP 0 CO Uf CIN4>f TAXI►$ e a a P i a 6.6 it,ti .E 6 w-ee e®ee oo� ewe v� odev o» fp r/ q Pik p R Q r� B e X t 9 - a e s6 e a � ,' areal®&®sib Fil 3 ILI t to m 0 ". WATER LINE CONSTRUCTI ¢�®m LOT 8,BLOCK Z,SUNTRffi INDUSTRIAL TRACT EMBREE ASSET GROUP a dm+¢eve aen `® 0 cgimm CHMID ... ear ®aa ®ee tltlYwww � r RE mm - X. r a�wrNEWcr�nrcynxPErAr wrrarsrsrcowrsrrrwwsrraaa �rr rvrvrv..m rvrvY�ry rv.." mW�"m m"m« m.""rvrv��Yr� .,.,.. Jr k ®— t _ a �.�' g� Gm . VLF ."""m Y W«u e m, rvry ry ry mm rv,„ • "." ".„«...e. «..b ......... """".. m mwms conwwrAn Pon xui&vrjMwxcV --rMW- �IIIIII� � m», Elf ®® LOT B.BLOCK 2. IUMME INDUSTRIAL TRACT I , u" u ;.'.•. at N .,r IMABREE ASSET GROUP r wraYur Y rrw Q w CORPUS CHRIS 71L7fAi �"WU-!A W+6 w �aMVPo 9 e �n oR caa �.® MOf�Cf�1M1ION/AiG1/LAi�Y4�w�tl wrwna__ __._ uamur�crsrew�c_, �x � _ . ®4 17 w e— m _ m 1"h U P r °°°°� CIIr COMYrlCYlP±N ■r�ra�9vatar�r�u+nmr �.�.�� °m �..�, �...»®_ �� :ad� naoucMerm � sertsrr�n pp �. � fbllftlllArrolll ®�'���°'•® %I�_® Q►IRMYIEIMIGLf .w .� �«a.�,».�w.m» ... '0 •�® e �. CITY WASTEWATER DETAILS ffPVhNQ LOT B.BLOCK 2.SUNTIDE INDUSTRIAL TRACT ea„w 9 BoebP� -ate EM�RYE�E ASSET GROUP O ��11r�� R®9 LW�m R@B96 04®0W IMIOOYm/lope! �e +• teflefollWta 11 a C m �.......� € X ® g FM WASrJEWA rAW LAVEY 01 d � t a�xtx�esxorssroaeNC�u oaanl.r►orra®rr.nea. W A u Y,AIlMO Afrefl m R •��—� a �Q tD q � .'a M. CITY WASTEWATER DETAILS BASS ` � LOT S.BLOCK 2.SUNTIDE INDUSTRIAL TRACT m� O a IW�O� -I, m EYBREE ASSET GROUP ®Y iCOi1MlS C TExAi �.®gy e® e e® e's 0 .4 mr -6 5 0a roe r a. p e msu�mmay.ua�,.�aym.__ E ® o- orm Mk4C Rw am wim f WAt FM ff X1.9 T B cr � °b a &� E s { r o {D OD gam�'® CITY WATER DETAILS LOT S,BLOCK Z®SUNTIDE INDUSTRIAL TRACT wm O EMBWEf ASSET GROUP e u p CORPUS CSms Teas N-iYdB iti8a w 6i r 1 . .. .. .,. imm i ... ., ii, r.ni mmmmmwxwmm�rmrmrrrmrrmrmr ���mmxuuruum we mvp w�ame r.�u� wn e. m�-®wumw �-sY`�°°I P � e e� g waa d m WAIL'�° W-X .°d®r P MR P&A I a g II � _r®Z fn x ? V WVr a rawcOM a acs go, .�� Tit; K co CITY WATER DETAILS 11 LOT 8,6LOCK Z.SUNME MOUBTRIAL TRACT Pa oc b P 4saa9 96Q•9 ® EYElRLE ASSET GROUP W+bB'98 1fl 15 h�eS 6.v tl amf oil -gam tM WACS wm M No tb&AD VAL q ® 'e CITY WATER DETAILS LOT S,BLOCK 2,SUNTIDE INDUSTRIAL TRACT +e tl EN®REE ASSET GROUP cowus CwAsn?Me O p . m INFRASTRUCTURE ESTIMATE-final 9130/2013 BASS WELSH ENGINEERING REIMBURSEMENT REQUEST WATER WASTEWATER LOT 8,BLOCK 2, SUNTIDE INDUSTRIAL TRACTS OFFSITE WASTEWATER SEWER QUANTITY UNIT UNIT PRICE AMOUNT 1, B"PVC GRAVITY PIPE 353 LF $37.00 $13,061.00 2,. FG MANHOLE 4'DIAMETER 2 EA $3,800.00 $7,600.00 3. TRENCH SAFETY 353 LF $2.25 $794.25 4. TESTING 1 LS $429.11 $429.11 TOTAL OFFSITE WASTEWATER $21,884.36 WATER ITEMS QUANTITY UNIT UNIT PRICE AMOUNT 1, ONSITE 2, B" C900 PVC PIPE 967 LF $30.00 $29,010-00 1 B"118 BEND 4 EA $250.00 $1,000.00 4� 8"X 8"D.I.TEE 1 EA $375.00 $37500 51 8"X 6"D 1.TEE 2 EA $375.00 $750.00 6" 6"GATE VALVE W/BOX 3 EA $1,000.00 $3,000.00 7" B"GATE VALVE WIBOX 1 EA $1,200.00 $1,200.00 8. 6'D,.I-114 BEND 2 EA $350.00 $700.00 9 6"SWIVEL NIPPLE 3 EA $350.00 $1.050,00 10. B"D.I.FI 1 20 LF $50.00 $1,000.00 11.: FIRE HYDRANT 3 EA $3,100.00 $9,300.00 12, B"X B"REDUCER 1 EA $300.00 $300.00 13• TRENCH SAFETY 50 LF $2.25 $112,50 14� TESTING 1 LS $955.95 $95595 TOTAL ONSITE $48,753.45 OFFSITE 1. 8" C900 PVC PIPE 155 LF $30.00 $4,650,00 2„ 8"D.LP. 45 LF $50.00 $2,25000 3.. 18"118 BEND 3 EA $400.00 $1,200.00 4, CONCRETE DITCH LINER REPAIR 100.00 SF $6.00 $600.00 5. TESTING 1 LS $174.00 $174.00 TOTAL OFFSITE $8,874.00 TOTAL WATER $57,627.45 TOTAL IMPROVEMENTS $79,511.81 ENGINEERING&SURVEYING(11%) $8,746.30 TOTAL $88,258.14 110%of TOTAL COST $97,083.91 Exhibit 4 Page I of 2 m SS Reimb Suntide Ind Lot 8,BIk 2 911812013 BASS WELSH ENGINEERING REIMBURSEMENT REQUEST WASTEWATER IMPTS. LOT 8,BLOCK 2, SUNTIDE INDUSTRIAL TRACTS OFFSITE WASTEWATER SEWER OUANTITY UNIT UNIT PRICE AMOUNT 1• 8"PVC GRAVITY PIPE 353 LF $37.00 $13,061.00 2. FG MANHOLE 4'DIAMETER 2 EA $3,800.00 $7,60000 1 TRENCH SAFETY 353 LF $2.25 $794,25 4. TESTING 1 LS $429.11 $429.11 SUBTOTAL $21,884.36 SURVEYING 8,ENGINEERING 11% $2,407.28 SUBTOTAL $24,291.63 Less Fee Value of Property' $12,772.23 TOTAL $11,519.40 'Fee Value=$12,772.23(rrom City) MAX.REIMBURSEMENT WHEN AC.FEE DOES NOT EXCEED 50%OF COST $12,145.82 MAXIMUM AMOUNT REIMBURSEABLE ITEM 50%x FEE VALUE OF PROP x AVERAGE PIPE DIA . $51,088,92 Exhibit 4 Page 2 of 2 City of Corpus Christi,Teas Pepartmrnt of Deveioprnant Service Cityof Corpus CP.O.Box as 77 p hristi,Texas 78469-9277 Corpus .Located at 2406 Leop oop azd Stmt Christi (Coma of Leopard St and Part Ave.) MINNOW 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". NAME: M A tit STREET: CITY: 66bA &10-tVN Zip: _78633 FIRM is: ❑Corporation ❑Partnership ❑Sole Owner ❑Association Q 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 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 _R.k _ 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 —U/1A - 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 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, 1 �J Certifying Person: 1' C Title: _lYG5;det (Print) Signature of Certifying Person: 1,14 Date: r-WEVELAPMENTSVCSISHAREDILAND DEWLOPM RD A1VCE ADMIM FORMSTORMS AS PER LEGAM201 ZOMLOSURE OF INTER STATEMFNT1,.27.12.DOC Exhibit 5 Page 1 of: 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. "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. c. "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. d. "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. e. "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 holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "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. KMEVELOPMENTSWSSRAREDILAND DEVELOPMENWRDINANCE ADMINIF""" f FORMMFORMS AS PER LEGAMOZZOLSCLOSURE OF STATEMEW1.27 12. z AGENDA MEMORANDUM OR RN, First Reading for the City Council Meeting of 11/12/13 1852 Second Reading for the City Council Meeting of 11/19/13 DATE: November 1, 2013 TO: Ronald L. Olson, City Manager FROM: Valerie H. Gray, P.E., Director of Storm Water and Street Operations ValerieG@cctexas.com 361.826.1875 Refining Street Maintenance Fee Payment and Appeals Process; and modifying the Street Maintenance Fee Trip Factor Index for certain ITE Codes. CAPTION: Ordinance amending the Street Maintenance Fee Payment and Appeals Process adopted by Ordinance No. 029900 on July 16, 2013; amending Exhibit "A" of Ordinance No. 029877 adopted on June 25, 2013 to modify, for consistency purposes, certain Institute of Transportation Engineers (ITE) Codes; and amending Article XX of Chapter 55 of the Code of Ordinances to codify the modified Trip Factor Index. PURPOSE: The purpose of this item is to amend the City's Code of Ordinances regarding the Street Maintenance Fee Payment and Appeals Process established by Ordinance on its Second Reading by Council on July 16, 2013. Additionally, this amendment will modify for consistency purposes certain ITE codes on the Trip Factor Index. BACKGROUND AND FINDINGS: On July 16, 2013, City Council approved on its Second Reading ordinances which established a Street Maintenance Fee Payment and Appeals Process and a Board of Appeals. During the course of implementing the SMF, staff identified refinements to the Payment and Appeals Process and revised the method of qualifying residential Low Income Discount applications. This Ordinance amends Ordinance 029900 to reflect these changes. As well, this Ordinance adds 3-digit Institute of Traffic Engineers (ITE) Codes for Single Family Residential and Multi- family Residential trip factors in the Trip Factor Index included with Ordinance No. 29877 and revises the ITE Code for Golf Courses to be consistent with the ITE Trip Generation Manual. ALTERNATIVES: Council may choose not to amend the Code of Ordinances. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: The Ordinance follows all appropriate policy. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2012- Expenditures 2013 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends passage of the Ordinance in all of its parts. LIST OF SUPPORTING DOCUMENTS: Ordinance Attachment#1 —Amended Exhibit "A" to Ordinance 029900, Street Maintenance Fee Payment and Appeals Process Attachment#2 - Amended Exhibit"A" to Ordinance 029877, Trip Factor Index Attachment#3—Amended Street Maintenance Fee Payment and Appeals Process (red-lined) Ordinance amending the Street Maintenance Fee Payment and Appeals Process adopted by Ordinance No. 029900 on July 16, 2013; amending Exhibit "A" of Ordinance No. 029877 adopted on June 25, 2013 to modify, for consistency purposes, certain Institute of Transportation Engineers (ITE) Codes; and amending Article XX of Chapter 55 of the Code of Ordinances to codify the modified Trip Factor Index. WHEREAS, on July 16, 2013, by Ordinance No. 029900, the City Council adopted a Payment and Appeals Process for the Street Maintenance Fee, shown as Exhibit "A" to that Ordinance No. 029900; WHEREAS, on June 25, 2013, by Ordinance No. 029877, the City Council adopted a Trip Factor Index for the Street Maintenance Fee, shown as Exhibit"A" to that Ordinance No. 029877; WHEREAS, on July 30, 2013, by Ordinance No. 029917, the City Council codified Ordinance No. 029876 and Ordinance No. 029877, the ordinances that established the Street Maintenance Fee and Rates, respectively, under a new Article XX of Chapter 55 of the Code of Ordinances; WHEREAS, the Payment and Appeals Process has been further refined and requires certain amendments; WHEREAS, the Trip Factor Index was modified to add residential Institute of Transportation Engineers (ITE) Codes for consistency with the previously approved ordinance, and the ITE Code for golf courses was modified for consistency with the ITE Trip Generation Manual. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Ordinance No. 029900 adopted on July 16, 3013 is amended by replacing the existing Exhibit "A" referenced in Section 1 of Ordinance No. 029900, the Payment and Appeals Process for the Street Maintenance Fee, with the new Exhibit "A" attached to this Ordinance as Attachment#1, in order to effect further refinements to the Payment and Appeals Process as shown in the document attached to this Ordinance as Attachment#3. SECTION 2. Ordinance No. 029877 adopted on June 25, 2013 is amended by replacing the existing Exhibit "A" referenced in Section 3 of Ordinance No. 029877 with the new Exhibit"A" attached to this Ordinance as Attachment#2, in order to make certain modifications, for consistency purposes, to the Institute of Transportation Engineers (ITE) Codes shown on the Trip Factor Index. SECTION 3. Article XX of Chapter 55 of the City of Corpus Christi Code of Ordinances is amended by replacing the existing Trip Factor Index (Exhibit "A" of Ordinance No. 029877) with the new Exhibit "A" Trip Factor Index-- attached to this Ordinance as Attachment#2, in order to codify the above modifications to the Trip Factor Index. O ),8,rnencfing 0; °0+Od0"ancidP °Oland'A CH 55 HieC.dode SECTION 4. 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 hereof be given full force and effect for its purpose. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor O ),8,rnencfing 0; °0+Od0"ancidP °Oland'A CH 55 HieC.dode That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ' 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor O ),8,rnencfing 0; °0+Od0"ancidP °Oland'A CH 55 HieC.dode Page 3 ;off ATTACHMENT#1 0 Street Maintenance Fee «� 852 Payment . eal Process The charge of the Street Maintenance Fee (SMF) is reflected on a customer's monthly utility bill. Calculation of the SMF is based on several factors and charged to benefitted properties in accordance with Article XX of the Code of Ordinances. Payment of the SMF is part of a customer's utility bill payment. Payment can be made through the same process utilized for all other utility bill payments. The City's Utility Business Office (UBO) is the main point of contact for customers regarding the SMF. Residential and Non-Residential Customers may contest inside city limits status, active account status, number of water meters billed, or occupancy status. Additionally, master metered Multi-family Residential accounts may contest the number of dwelling units. Customers must complete and submit a Street Maintenance Fee Correction/Appeal Request Form to the UBO. Once UBO receives notice of a request to change any of these factors, the UBO Resolution Officer will verify the customer's information and status. If the requested change is warranted, the UBO will correct the record and revise the bill accordingly. Residential Customers may request a Low Income Discount (Discount). The customer will need to fill out an application form provided by UBO. Customers eligible for the Low Income Discount will receive a 50% discount on their SMF. This discount is good for one year only and applies only to the SMF and not to any other utility charge. Customers will need to reapply on a yearly basis in order for the Discount to apply to the customer's bill for the next year. It is a customer's responsibility to apply for a Discount. If a customer fails to apply for a Discount in any year, they will be required to pay the full amount of the SMF. The City will not issue refunds or credit related to the Low Income Discount. Non-Residential Customers may appeal certain factors used in calculating the SMF by filing for an appeal. Appealable factors include: square footage (SF), land use designation (LUD), and multi-meter/single business square footage cap application. Customers must complete and submit a Street Maintenance Fee Correction/Appeal Request Form to the UBO. Upon receipt of a completed appeal form, the UBO Resolution Officer will conduct a review. If the UBO Resolution Officer recommends approval of the appeal, the records will be updated and the bill will be adjusted. If the appeal is denied, a customer may appeal to the Street Maintenance Fee Appeals Board. If the Street Maintenance Fee Appeals Board approves, the records will be updated and the bill will be adjusted. If the Appeals Board denies, then the customer will need to pay the full bill. Bill reductions will result in the application of a refund or credit for the difference already paid. Bill increases as a result of an appeal will be billed prospectively only. Three types of appeals require processing. Appeals Process Exhibit A Page 1 of 3 ATTACHMENT#1 Z, Sauare Footaae (SF) Appeal -Square footage is defined as; Square footage as recorded by the Nueces County Appraisal District tax records as "living area'; UBO will direct the customer to the Nueces County Appraisal District (NCAD) where customers will file an appeal with the NCAD. NCAD will assess the property to determine whether a change to the square footage of living area shown in the NCAD records is warranted. If NCAD approves the change, NCAD will update their records. Once the updated living area square footage is downloaded into the City's records, UBO will adjust the bill and notify the customer. Bill adjustments which result in a decrease in the SMF will result in a credit or refund of the difference already paid. Bill adjustments which result in an increase in the SMF charge will not be billed retroactively, but will be prospective only. Certain properties may have SMF charges calculated based on estimated square footage. These include properties with a newly issued Certificate of Occupancy or tax exempt property for which NCAD does not record square footage information. An appeal of square footage for these properties will be processed through the City. From time to time NCAD may update the amount of living area square footage attributable to a property. Upon receipt of the updated information, the City will automatically adjust Non- Residential customers' SMF charges appropriately. Increases in the SMF attributed to adjustments made by NCAD are not appealable to the City, but must be addressed with NCAD. Decreases in the SMF attributed to adjustments made by NCAD as part of their routine procedures will not result in a refund or credit of the difference previously paid. The customer is responsible for paying any such adjusted charges. 2, Land Use Desianation (LUD) Appeal - Land Use is defined as; Land uses identified and described in the Street Maintenance Fee Trip Factor Index derived from the ITE land use codes in the ITE Trip Generation Manual 91`' Edition, The customer will complete an appeal form and submit to the UBO for processing. Upon receipt of a completed appeal form, the UBO Resolution Officer will research the request to recommend a grant or denial of the requested change in the land use. If a change is approved, UBO will update their records and notify the customer. Bill adjustments which result in a decrease in the SMF charge will result in a credit or refund of the difference already paid. If the appeal results in an increase in the SMF charge, the customer will be charged the new higher fee prospectively and will not be charged the difference retroactively. If the appeal is denied or is approved resulting in a higher SMF charge, the customer may request appeal to the Street Maintenance Fee Appeals Board. If the customer does not appeal to the Board, there will be no change in the land usage. If the customer requests to appeal to the Board, UBO will notify the customer of Street Maintenance Fee Appeals Board scheduled hearings. 3, Multi-Meter/Sinale Business Sauare Footaae Cap Application Appeal — Multi- metered properties with one (1) tax id and one (1) business use which exceed the square foot cap of 118,000 SF, The customer will complete an appeal form and submit it to the UBO. Upon receipt of a completed appeal form, the UBO Resolution Officer will research the appeal to make a recommendation for approval or denial. If the requested change is approved, UBO will update Appeals Process Exhibit A Page 2 of 3 ATTACHMENT#1 their records and notify the customer of the changes. Bill adjustments will be a credit or refund of the difference already paid. If the appeal is denied, the customer may appeal to the Street Maintenance Fee Appeals Board. If the customer does not appeal to the Board, there will be no change. If the customer files an appeal to the Board, UBO will notify the customer of Street Maintenance Fee Appeals Board scheduled hearings. Additional Documentation Reauired Master metered Multi-family Residential customers contesting the number of total billed dwelling units will be required to provide certified documentation of the correct number of dwelling units from a Texas Registered Design Professional to include an engineer, architect or land surveyor. Tax exempt properties appealing an estimated living area square footage must provide certified documentation of the correct square footage from a Texas Registered Design Professional to include an engineer, architect or land surveyor. Street Maintenance Fee Appeals Board: Street Maintenance Fee Appeals Board will be comprised of five (5) members: 1) Assistant City Manager over Finance, 2) Director of Water or Director of Wastewater, 3) Director of Street Operations, 4) and 5) Two Citizens appointed by City Manager. Street Maintenance Fee Appeals Board Hearings: UBO Resolution Officer will provide the requested documentation and staff recommendation. Customers may advocate their case to the Board. The Appeals Board will decide whether to grant or deny the customer's appeal. If the change is granted, UBO will update the records to reflect the change. UBO will notify the customer of the changes made and a credit or refund will be made for the difference already paid. If the change is denied, no changes will be made, UBO will inform the customer of the decision, and no refund or credit will be made. For additional information contact: Corpus Christi Call Center (361) 826—CITY (2489) or visit www.cctexas.com Appeals Process Exhibit A Page 3 of 3 EXHIBIT"A" ATTACHMENT#2 TRIP FACTOR INDEX Page 1 of 4 Based on ITE Trip Generation Manual Ed. 9 Capped Trip Factor ITE Code Land Use (5.78) Residential 1 210 Single Family Residential 1.00 2 250 Multi-family Residential 0.45 Non-Residential 1 440 Adult Cabaret 5.78 2 311 All Suites Hotel 1.03 3 640 Animal Hospital/Veterinary Clinic 5.03 4 876 Apparel Store 3.79 5 879 Arts and Crafts Store 5.78 6 493 Athletic Club 4.39 7 948 Automated Car Wash 5.78 8 942 Automobile Care Center 1.92 9 943 Automobile Parts &Service Center 5.68 10 843 Automobile Parts Sales 5.78 11 453 Automobile Racetrack 1.04 12 841 Automobile Sales 3.1 13 865 Baby Superstore 2.88 14 433 Batting Cages 5.78 15 872 Bed and Linen Superstore 4.76 16 868 Book Superstore 5.78 17 437 Bowling Alley 3.5 18 940 Bread/Donut/Bagel Shop w/ Drive-through Window 5.78 19 939 Bread/Donut/Bagel Shop w/o Drive-through Window 5.78 20 812 Building Materials and Lumber Store 4.57 21 312 Business Hotel 1.53 22 770 Business Park 1 24 566 Cemetery 0.2 25 560 Church 1.4 26 630 Clinic 2.95 27 937 Coffee/Donut Shop with Drive-through Window 5.78 28 938 Coffee/Donut Shop with Drive-through Window and no indoor seatir 5.78 29 936 Coffee/Donut Shop without Drive-through Window 5.78 30 021 Commercial Airport 5.78 31 811 Construction Equipment Rental Store 0.99 32 852 Convenience Market (Open 15-16 hours) 5.78 33 851 Convenience Market (Open 24 Hours) 5.78 34 853 Convenience Market w/Gasoline Pumps 5.78 35 920 Copy, Print and Express Ship Store 5.78 36 714 Corporate Headquarters Building 0.84 37 160 Data Center 0.1 38 565 Day Care Center 5.78 39 875 Department Store 2.42 EXHIBIT"A" ATTACHMENT#2 TRIP FACTOR INDEX Page 2 of 4 Based on ITE Trip Generation Manual Ed. 9 Capped Trip Factor ITE Code Land Use (5.78) 40 857 Discount Club 4.48 41 869 Discount Home Furnishing Superstore 2.31 42 854 Discount Supermarket 5.78 43 454 Dog Racetrack 1.02 44 925 Drinking Place 5.78 45 912 Drive-in Bank 5.78 46 896 DVD/Video Rental Store 5.78 47 863 Electronics Superstore 4.73 48 520 Elementary School 1.62 49 823 Factory Outlet Center 3.03 50 934 Fast-Food Restaurant w/ Drive-through window 5.78 51 933 Fast-Food Restaurant w/o Drive-through window 5.78 Fast-food Restaurant with Drive-through Window and no 52 935 Indoor Seating 5.78 53 815 Free-Standing Discount Store 5.78 54 813 Free-Standing Discount Superstore 5.65 55 890 Furniture Store 0.53 56 817 Garden Center 5.78 57 944 Gasoline/Service Station 5.78 58 945 Gasoline/Service Station w/conv. Mkt. 5.78 59 946 Gasoline/Service Station w/conv. Mkt. & car wash 5.78 60 022 General Aviation Airport 0.77 61 120 General Heavy Industrial 0.16 62 110 General Light Industrial 0.56 63 710 General Office Building 0.89 64 430 Golf Course 0.2 65 432 Golf Driving Range 5.62 66 918 Hair Salon 3.23 67 816 Hardware/Paint Store 5.78 68 492 Health/Fitness Club 3.21 69 530 High School 1.07 70 152 High-Cube Warehouse 0.15 71 932 High-Turnover(Sit-Down) Restaurant 5.78 72 862 Home Improvement Superstore 4.03 73 610 Hospital 1.29 74 310 Hotel 1.66 75 130 Industrial Park 0.57 76 030 Intermodal Truck Terminal 0.79 77 540 Junior/Community College 2.27 78 441 Live Theater 0.67 79 591 Lodge/Fraternal Organization 5.78 80 140 Manufacturing 0.32 EXHIBIT"A" ATTACHMENT#2 TRIP FACTOR INDEX Page 3 of 4 Based on ITE Trip Generation Manual Ed. 9 Capped Trip Factor ITE Code Land Use (5.78) 81 420 Marina 0.57 82 897 Medical Equipment Store 0.63 83 720 Medical-Dental Office Building 2.89 84 522 Middle School/Junior High School 1.45 85 431 Miniature Golf Course 1.18 86 151 Mini-Warehouse 0.25 87 562 Mosque 5.78 88 320 Motel 1.18 89 443 Movie Theater w/o Matinee 5.78 90 444 Movie Theater with Matinee 5.78 91 445 Multiplex Movie Theater 5.78 92 435 Multipurpose Recreational Facility 3.35 93 580 Museum 0.52 94 818 Nursery(Wholesale) 3.04 95 620 Nursing Home 0.8 96 750 Office Park 0.9 97 867 Office Supply Superstore 3.4 98 866 Pet Supply Superstore 5.37 99 881 Pharmacy/Drugstore w/ Drive-through window 5.78 100 880 Pharmacy/Drugstore w/o Drive-through window 5.78 101 536 Private School (K-12) 4.6 102 534 Private School (K-8) 5.78 103 931 Quality Restaurant 5.78 104 941 Quick Lubrication Vehicle Shop 5.78 105 491 Racquet/Tennis Club* 3.77 106 495 Recreational Community Center 2.9 107 842 Recreational Vehicle Sales 2.54 108 760 Research & Development Center 0.66 109 330 Resort Motel 0.71 110 947 Self-Service Car Wash 5.78 111 820 Shopping Center 4.37 112 715 Single Tenant Office Building 1.22 113 488 Soccer Complex 5.78 114 826 Specialty Retail Center 4.3 115 861 Sporting Goods Superstore 3.69 116 850 Supermarket 5.78 117 561 Synagogue 1.23 118 490 Tennis Courts 0.08 119 848 Tire Store 2.61 120 849 Tire Superstore 2.09 121 864 Toy/Children's Superstore 5.45 122 810 Tractor Supply Store 2.37 EXHIBIT"A" ATTACHMENT#2 TRIP FACTOR INDEX Page 4 of 4 Based on ITE Trip Generation Manual Ed. 9 Capped Trip Factor ITE Code Land Use (5.78) 123 950 Truck Stop 5.78 124 814 Variety Store 5.78 125 911 Walk-In Bank 5.78 126 150 Warehousing 0.41 127 414 Water Slide Park 5.78 128 010 Waterport/Marine Terminal 0.46 129 1 860 lWholesale Market 0.57 AIRFACHIN-HE-N T-3. 0 SC C111y of" Corpus Christ].. -09111111ft%- 0 Street Maintenance Fee hft No 10 �p�¢��. Payment ryp AL'1wJF•+ • .. .. The charge of the Street Maintenance Fee (SMF) is reflected on a customer's monthly utility bill. Calculation of the SMF is based on several factors and charged to benefitted properties in accordance with Article XX of the Code of Ordinances. Payment of the SMF is part of a customer's utility bill payment. Payment can be made through the same process utilized for all other utility bill payments. The City's Utility Business Office (UBO) is the main point of contact for customers regarding the SMF. Residential aind IIV iiu llp Iiu ,iiu wliu IlV Customers may contest 'wr °° lieu a 'iiu w,, w, IIVliuiiu Ilia ,w� u t o=. active iiu , uui,a iiu w.status iiu uia�iiu IIIV ,liu jI w ,iiu iiu 1 teiir IIV,iiuIiie iiu.- occt[1@ wlwuiatw stallwtis. ��:Illi�:liu is°ua llll uu aual: ur uu i �tl it � IIMui,aullVl:liu I°auu liullV V .c Iiudcuu I:livallV accouuuuu�t' uu 1a coiiu�llest y�- Iwllh iiu ui,auiiu IIV° uu I°d IIVIIVIiuuu ui,auuu liulwu a ,u.0 t-,oi e-ir imu.0 t. co I II I. a is°u�;ll u.ul iru lid. � :;»far �, lyla liicu�. is°ua is°u F " ", irir �UiOL I II__Rgguest_IFor!r _����_�.II� �,__u,�IF ,____Once UBO receives notice of a request to change a wu,ll iuu y u u a �� �irw �=uu � is yw_ _ Ih f _"� µ� it , a--the UBO Resolution Officer will verify the customer's information and status. If the requested change is warranted, the UBO will correct the record and revise the bill accordingly. Residential Customers w u. -afE,-eI�j4-)Je-may request a Low Income Discount (Discount). The customer will need to fill out an application form provided by UBO._. u � uiulirr . + iFeeeiv e__ aw_ ---:Fh -C u, tomii _ �,Illiglilbl "� fbir_the Low Income Discount is-will_ __Ir,receive a 50% = � � r��ir� ii �¢�_ic _ ir _µll_ iiir SMF 'r �ui good for one year only._,ard � I IIii _ is lly_µS �µll------------------II II � it not__ �uic y _Ih it �L��iillii�yw lh Muir '. Customers will need to reapply on a yearly basisiw � uuuu � au� =,��. 0 � r. �urN � w� vw.in order for the Discount to apply to the customer's bill for the next year. It is a customer's responsibility to apply for a Discount. If a customer fails to apply for a Discount in any year, they will be required to pay the full amount of the SMF. The City will not issue refunds or credit related to the Low Income Discount. Non-Residential Customers may appeal certain factors used in calculating the SMF by filing for an appeal. Appealable factors include: square footage (SF), land use designation (LUD), �"°nir��,`Ih__multi-meter/single business square footage cap applications,, nvoi b r-ef w. w�iuw o a w___irs cyaw.�ur� u Mc Il r� 4 �. r�=u a.. at - Zvi '� uruw.MF' w� . rub=u=u-uc. -.)u-u - Customers mu t ��mr�[giQ , � Street Mlaiiriteii°u is°ice IFee Coirir �t.00 j � uL s � u � � � For!T_1.0_t�tu "�_UF Ti R-wa f )C4-:Fu..)u=ir+-ai-x-,�_° u:uffn4'-4=_t(-.)_ . �e-UR - (.)u=. p i. i ig---Upon receipt of a completed appeal form, a--the__.UBO Resolution Officer will conduct a review.--- If the UBO Resolution Officer recommends approval of the appeal, the records will be updated and the bill will be adjusted. If the appeal is denied, a customer may --------------------------------------------------EIxII°�ib'iii';_ _________________________________________________________IP����g.1._of 3 i , 1F CF-Il NI IFE=IN T-3 appeal to the Street Maintenance Fee Appeals Board. If the Street Maintenance Fee Appeals Board approves, the records will be updated and the bill will be adjusted. If the Appeals Board denies, then the customer will need to pay the full bill. Bill Ijs= 1 � �N m aljo e'. . . III Ir _II__li it Ih _ �I II ii, ii---------- _irk------Il_,�---- ---------'-fir �.I----,�I---- ----r- �, __9IIII_iiiiicir aces-s-a-ir - �jII1__of_aiii-Ml- IIu IiIIII_II _li lillll II_I Ir 1y _iiy lly_S IC IIy. Three types of appeals require processing. Z, Sauare Footage (SF) Appeal -Square footage is defined as; Square footage as recorded by the Nueces County Appraisal District tax records as "living area'; UBO will direct the customer to the Nueces County Appraisal District (NCAD) where customers will file an appeal with the NCAD. i �rcf . i� ll � .r�� -NCAD will assess the property to determine whether a change to the square footage of living area shown in the NCAD records is warranted. If NCAD approves the change, NCAD will update t �e Q°ieiir-__Ir � oircl-s. _____once-I.-II i q � Ir __ )tagg_iIs_,clownloacl �cll__iIlnto the �__ ii�y' _ir coir�ll UBO will adjust the bill and notify the customer. Bill adjustments uvlh li 11 it � lliilc � Il it � _lilt Ih :»II IIF will Ir,� �jllt.__lilri_a- i- -credit or refund-of t III _�;Illi�"� Ir ir�� __��Illrf���llyw� ��li�ll ____IBillll_���III�����_Ir �lr�ta�_u�lhich�_ir sul�__iiic�_��Ir�_lIncir ease lic�__the_��»IIMIIF _uylilIIII Ir101-II) �_Il-�li_IIII -- _--- irk----- i llyII���� u�liIIII_III _ICµ�lr�� �y ��_ve_oiiJly_. . Ir ails°i (.?I� ILije I � I°�� :»IIyIIF III°�� Irr � II �.�II� �- d IbasecII on st-Ji � �. �;ll ��.�� Ir �'���.��.� 1L ------------------------------------------------------------- 1-these lilr��,l1x"ll °[ °� Ifti � uvlith � Ir.� �w Issue;ll eirtli�licate of �`��CLi°�� IC°�� ��Ir �.� I °��. °�Ir�� ------------------------_l __-J _____--------------____________y_____________________________________________ ______y______________________ ___ ___ '� Ir uvll�li ll� I . II � ¢.Ir�;ll c uair �'���.to Inform at�.li� In Irk a II � ' �;�.�� Ir '� �.�. r A fbir _______________I__________________., w________________ ___________II_ �I ________ V°IL _X01L gg _yyillll__li� ' Ir ll_ .Ih�lr � Ihw the"� ii�.yw, Flrom 1.1ime to t1ime I NCAD I � �.�°��;II� �. �.II°� � I ���.�IC°��. ���' Illi�lilc°�r � Ir � �;�.�� Ir �'���.��.� r all II�II �.�� yw__ _________________________ ____________ ww________________ --------_---------------------- �Ir� ° Ir °�.IC°� Ir li �. � ' �.II°� �.�°�;II� �. �;II lilc�'� Irlr � �.li� lc� �.II°� ,lid, uvlillll � �.��-,oima.11calll aCl �L I I��In- aw___.1 _____y________Iw______________aw__________________ _______________________________ _____________yw______________ yww______________. IW " III; "IC�'�:II¢ �.� �:� I f "Ir" � ;u�F I�¢ Ir" " ¢ " Ir°o" Ir"II¢ '�: " IC� Ir" "¢ " II IC� '�:I� " :u�F ¢ '�:'�:Ir"III �.�'�: "�;I '�:� ��w________.lww___.1 _________y_________________________________________________________________________ �Id ! -,im n t___I a l II yNCAD acre not but must I e cI1cllr ssecl with A ____ _____________ ____________________________ ,-_____________________________________________________________. 1Decir ea � lIii] the �:»IIyIIF � �.�.Iriill��.��. �;II �.�� � �;Il �,! :M!]ts I � �;II III I . II � �� Irk ���' �.II°� lilr Ir���.�blin � ____________________________ _______________________________y____________________haw__________________ -------_l---- . Ire �;ll�.�lr uvlillll Ic�� �. Ir �.�ll�, lilr.� � Ir ��'�.�Ir.cl oir cir clli�. of the clliffer �lnce �Ir �li���.� ll �� li�;ll 'Etl � �,�.� �.��Imeir __________________________________________________________________yaw___ __yw ww ___________________________ _Ir s, Ll�2ir°l li I III "__F"( Ir p irk. _ it yw ��, II i �Il�li�. µf ll_ Ih° it _" . 2, Land Use Designation (LUD) Appeal - Land Use is defined as; Land uses identified and described in the Street Maintenance Fee Trip Factor Index derived from the ITE land use codes in the ITE Trip Generation Manual 91h Edition, The customer will complete an appeal form and submit to the UBO for processing. Upon receipt of a completed appeal form, the UBO Resolution Officer will research the request a� J cif . IFvll ° Ir�l �= :� Ivi s=�rf= to recommend a grant or denial of the requested change in the land use. If a change is approved, will update their records notify the customer. Bill adjustments uylh° ii lh _Ir �.�hl _iilr�_ _ Ilf it "_iiir° Ih f"_»II IIF Ih it _will be-ire ult:__ii1—a credit or refund-of the clliffer nc alir ���lly ��li�nll. I� �.Ih� ���I �I� ��II it �_�II�--------------------------------------lilc Ir ilr lr s ilr Ih� �:»II�IIF �Ih���ir�� �.II� customeir will lb e__dha!MgCll__tIk Ir1 u� Ih�li�ll� lr �"" I��Ir�� �y ��_iiy lly ��Ir��ll__u�lillll ic����___Ib �Il���ir� �`IIthe m____ _________ _________ _________ _________ _IF xll h u l LLA---------------------------------------------------------IP2gg.2._o _3 Iliiffeirenceiretiroa ,tjye,llL___.If the appeal is denied.oir `us.a jkli�- � .pu-eui,j�Ilqt,iiuiiu .iiuilul.,a.,IlViliu IlhiL IIMIIE ollli, uui , the customer may request appeal to the Street Maintenance Fee Appeals Board. If the customer does not appeal to the Board, there will be no change in the land usage. If the customer requests to appeal to the Board, UBO will notify the customer of Street Maintenance Fee Appeals Board scheduled hearings. 3, Multi-Meter/Single Business Sauare Footage Cap Application Appeal — Multi- metered properties with one (1) tax id and one (1) business use which exceed the square foot cap of 118,000 SF, The customer will complete an appeal form and submit it to the UBO. Upon receipt of a completed appeal form, the UBO Resolution Officer will research the appeal to make a recommendation for approval or denial. If the requested change is approved, UBO will update their records and notify the customer of the changes. Bill adjustments will be a credit or refund of the_cliiffeir since alir ����nll,y_�°�� ii�ll. If the appeal is denied, the customer may appeal to the Street Maintenance Fee Appeals Board. If the customer does not appeal to the Board, there will be no change. If the customer files an appeal to the Board, UBO will notify the customer of Street Maintenance Fee Appeals Board scheduled hearings. .��Add itJioin ,Ii II a uia�iiu I ,iiul w w,liu, uqu1 IIV ual'ji iired 1 �� al ustmer ��rteting Mast it l t 1 � I i ily I i i _ _i � i i . i� � � �� I � 1 Ibiillll cll III gIIIliiic_��aw_�is iila _u iiIIII__I „ it ��wiiir Il I irfyii Il it ii ii Il_ III �_i is ii is _��(__I�IIie--coirir � l�__iri�jiTll� ir__of �;A 11IIiiic_ aw�tic ii a---------------------------------it it III it �cII_I� esiigicw _I it iio aII__I���__iiit�d� cle_ait�_ sic��iiic_� it�_��ire11�iii��,�__oir laincl �jir Ayoir_ ___I a _exEimll__jI2M�[I r ile _api � lliiic cl �2EL �sI_iiimatecll II_ii iiic�w��ir 1�jair �_f����I��� _iM n jaoviicII I_ceirtiflecl_cIlocuir �ir��.ati��in_��f the ¢firer pct—scli. it k_�����tg% _fir��irn_��__L -I��ggi t it �cII_I� , iii icw� it ii it � II_ _iiit III_ III_� it _ is iiit it _� irc�ii�µ ��,t__oir Ilais��_II__ �:ir y ir,, Street Maintenance Fee Appeals Board: Street Maintenance Fee Appeals Board will be comprised of five (5) members: 1) Assistant City Manager over Finance, 2) Director of Water or Director of Wastewater, 3) Director of Street Operations, 4) and 5) Two Citizens appointed by City Manager. Street Maintenance Fee Appeals Board Hearings: UBO Resolution Officer will provide the requested documentation and staff recommendation. Customers may advocate their case to the Board. awe -;�_-r .)ir rf fte K4T-ttk:)+,w_ fb--,i� wf4e4 w1:1-he Appeals Board will decide whether to grant or deny the customer's appeal. If the change is granted, Dev ill. pff .--S7ewi u.+--ai 4---UBO will update the records to reflect the change. UBO will notify the customer of the changes made and a_credit or refund will be made fbir_th��_cliiffeirf�ir°ce a1ir a("1yw_I��� ii�:�p. If the change is denied, no changes will be made, UBO will inform the customer of the decision, and no refund or credit will be made. For additional information contact: Corpus Christi Call Center (361) 826—CITY (2489) or visitwww.cctexas.com --------------------------------------------------EIxII°�ib'iii';_ _________________________________________________________IP����g.3._o�I"3 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: November 12, 2013 Agenda Item: Ordinance amending the Street Maintenance Fee Payment and Appeals Process adopted by Ordinance No. 029900 on July 16, 2013; amending Exhibit "A" of Ordinance No. 029877 adopted on June 25, 2013 to modify, for consistency purposes, certain Institute of Transportation Engineers (ITE) Codes; and amending Article XX of Chapter 55 of the Code of Ordinances to codify the modified Trip Factor Index. Amount Required: $ N/A Fund Name Account No. Fund No. Org. No. Project No. Amount Total XCertification Not Required Director of Financial Services Date: [Print on Green Paperj; US 0 _ AGENDA MEMORANDUM First Reading Item for the City Council Meeting of October 22, 2013 xg Second Reading Item for the City Council Meeting of October 29, 2013 DATE: October 9, 2013 TO: Ronald L. Olson, City Manager FROM: Fred Segundo, Director of Aviation FredS @cctexas.com (361) 289-0171 ext. 1213 Authorize a five — year base term lease agreement with Atlantic Aviation for operation of Fixed Base Operator Lease on the west side of the airfield at the Corpus Christi International Airport. CAPTION: Authorizing the City Manager, or designee, to execute an Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") with Mercury Air Center — Corpus Christi, Inc., dba Atlantic Aviation ("Atlantic") for the operation of a commercial hangar and fixed base aviation operation on the west side of the airfield at the Corpus Christi International Airport ("Airport"), in consideration of annual rental fee paid by Atlantic to the City at fair market value based on the current professional property and land appraisal, for a term of five (5) years. PURPOSE: The West-End Fixed Based Operator (FBO) lease agreement at Corpus Christi International Airport (CCIA) is currently on a month-to-month basis. City Staff and Atlantic Aviation representatives have negotiated new terms and conditions for a five-year base lease. The new lease has up to four 5-year extension options subject to commensurate levels of capital improvements. BACKGROUND AND FINDINGS: An FBO is a commercial business granted the right by an airport to operate on airport property and provide aeronautical services to customers. The current West-End FBO, Atlantic Aviation, provides a range of aviation services including the following: • sale of aviation fuel, • aircraft storage, • aircraft repair and maintenance • pilot training • aircraft rental and sightseeing • sale of aircraft parts • aircraft sales and service. Other than fueling of commercial aircraft, these services are primarily directed to General Aviation (GA) aircraft which are usually smaller and privately-owned. The current FBO, Mercury Air Center — Corpus Christi, Inc. dba Atlantic Aviation, assumed operations of the lease from Chaparral Aviation on November 19, 2002. Chaparral Aviation originally initiated FBO operations at CCIA on October, 14, 1979. Chaparral constructed the current hangar complex in exchange for a 30 year agreement. At the end of the lease term, the facilities reverted to the City. The current hangar complex requires maintenance identified as part of the Airport's facility assessment. As part of the new agreement, Atlantic will perform approximately $290,000 of deferred maintenance on the leased premises to be completed no later than 18 months after the effective date of the lease. In addition to required maintenance, the new agreement requires Atlantic to pay the City rent at fair market value (see detail below). The revised rental rate will result in annual revenue to the City of approximately $202,000 compared with the current annual amount of$53,253. The land rental rate will be subject to adjustment every five (5) years during the Term of the Agreement and any executed Options through an updated fair market appraisal process to be conducted by the City. The fuel flowage fee, which is determined by the City, will remain at$0.0625 per gallon of fuel dispensed. The leased premises included in this agreement will include three (3) hangars and twenty five percent (25%) of the aircraft parking ramp located in front of the facilities. In the event Atlantic needs aircraft ramp parking space greater than the allocated portion, Atlantic will be allowed to utilize available space on the City owned aircraft parking ramp and Atlantic will collect fees for the city-owned aircraft ramp parking and retain 25% and remit the remaining 75% of the collected fees to the City. The fourth hanger historically associated with the west FBO (northernmost hangar) has been excluded from the lease and retained by the City for potential redevelopment. PREMISES RENT Rent per Annual Rent Premises Area SF Acreage SFNR WGA-H 1 14,000 0.32 $1.500 $21,000.00 WGA-H2 14,000 0.32 $1.500 $21,000.00 WGA-H3 11,500 0.26 $1.650 $18,975.00 WGA-OF1(TERM) 3,105 0.07 $6.000 $18,630.00 WGA-OF2 4,680 0.11 $5.650 $26,442.00 PARKING LOT 44,141 1.01 $0.300 $13,242.30 CONCRETE 116,629 2.68 $0.350 $40,819.98 APRON UNDEVELOPED 40,955 0.94 $0.300 $12,286.50 FUEL FARM PAD 11,246 0.26 $0.350 $ 3,963.10 TOTAL 260,255.50 5.97 $176,331.88 FUEL FARM RENT Capacity Rent per Annual Rent Description LaqLonsj GAUYR J ETA 24,000 $0.750 $18,000.00 AVGAS 10,000 $0.750 $7,500.00 UNLEADED 500 $0.750 $375.00 TOTAL 34,500 $25,875.00 The agreement provides that Atlantic may extend the base agreement of 5 year increments for up to an additional four 5-year options. To execute each 5 year option, Atlantic will be required to make a $1.1 million capital investment for each 5 year option period. The options are conditional and must be submitted for review and approval by the City. Subject to the required capital investment, the agreement could be extended to a maximum of 25 years. ALTERNATIVES: All options will be submitted to Council for consideration and approval. Issue a Request for Qualifications for FBO services although there are no assurances that viable operators will respond. In the interim, services to GA customers could be negatively impacted. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: This project is consistent with the Department of Aviation Business Plan requiring the maintenance of all city owned facilities on airport property and management of all leased property within the airport perimeter. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ® Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $205,400 $1,417,412 $1,622,812 Encumbered / Expended Amount This item (additional revenue) $148,953 $148,953 BALANCE $354,353 $1,417,412 $1,771,765 Fund(s): Airport Fund - 4610 Comments: None RECOMMENDATION: Staff requests approval of lease agreement as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Atlantic Aviation - Lease Agreement Certification of Funds Page 1 of 2 Ordinance Authorizing the City Manager, or designee, to execute an Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") with Mercury Air Center — Corpus Christi, Inc., dba Atlantic Aviation ("Atlantic") for the operation of a commercial hangar and fixed base aviation operation on the west side of the airfield at the Corpus Christi International Airport ("Airport"), in consideration of annual rental fee paid by Atlantic to the City at fair market value based on the current professional property and land appraisal, for a term of five (5) years. Whereas, by Ordinance No. 14976, passed and approved by City Council on July 3, 1979, the City of Corpus Christi, a Texas home rule municipal corporation, approved, subject to certain conditions, an assignment of a Hangar and Fixed Base Operator's Lease to Chaparral Aviation, Inc., a Texas corporation, effective October 14, 1979; and Whereas, through a series of subsequent authorized lease assignments, amendments, modifications and name changes, the above-referenced lease is now held by Atlantic as a current tenant of the Airport; Whereas, the City wishes to enter into the Lease with Atlantic; 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 Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") with Mercury Air Center — Corpus Christi, Inc., dba Atlantic Aviation ("Atlantic") for the operation of a commercial hangar and fixed base aviation operation at the Corpus Christi International Airport ("Airport"), in consideration of annual rental fee paid by Atlantic to the City at fair market value based on current professional property and land appraisal, for a term of five (5) years, which agreement is on file at the City Secretary's office. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb Ordinance—Atlantic FBO Lease 8-23-13 Page 2 of 2 That the foregoing ordinance was read for the second time and passed finally on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of , 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Ordinance—Atlantic FBO Lease 8-23-13 CORPUS CHRISTI INTERNATIONAL AIRPORT AMENDED AND RESTATED HANGAR AND FIXED BASE OPERATOR'S LEASE STATE OF TEXAS § COUNTY OF NUECES § This Corpus Christi International Airport Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") is entered into by and between the CITY OF CORPUS CHRISTI ("Lessor' or "City"), a Texas home-rule municipal corporation, and MERCURY AIR CENTER — CORPUS CHRISTI, INC., dba ATLANTIC AVIATION ("Lessee"), a corporation authorized to do business in Texas, acting by and through its duly authorized officers. The initial addresses of the parties are as follows: Lessor or City Lessee Aviation Director Louis Pepper, CEO City of Corpus Christi Mercury Air dba Atlantic Aviation 1000 International Drive 6652 Pinecrest Dr., Suite 300 Corpus Christi, Texas 78406 Plano, Texas 75024 WHEREAS, by Ordinance No. 14976, passed and approved by City Council on July 3, 1979, the City of Corpus Christi, a Texas home rule municipal corporation, approved, subject to certain conditions, an assignment of a Hangar and Fixed Base Operator's Lease to Chaparral Aviation, Inc., a Texas corporation, effective October 14, 1979, and performable in Nueces County, Texas; and WHEREAS, through a series of subsequent authorized lease assignments, the Lease was assigned and is now held by Lessee, pursuant to a Consent to Assignment of Hangar and Fixed Base Operator's Lease dated November 19, 2002 (the "Consent Agreement'), among City, Mercury Air Group, Inc., a Delaware corporation and parent company of Lessee, and Lessee, with all Lease guarantees remaining with Lessee; and WHEREAS, subsequent to the Consent Agreement, an assignment and assumption of guaranty agreement ("Assumption Agreement") was executed between the City of Corpus Christi, Lessee and Macquarie FBO Holdings, L.L.C. ("Macquarie") dated September 13, 2007, in which the City of Corpus Christi consented to the transfer of the Lease guarantees from Lessee to Macquarie, pursuant to a stock purchase agreement dated April 16, 2007, and executed between Macquarie and Lessee, in order for Macquarie to acquire all of the outstanding and issued capital stock of Lessee; and WHEREAS, Macquarie subsequently filed an application, on January 2, 2008, with the Secretary of State's Office of the State of Delaware to change its corporate identity from Macquarie to Atlantic Aviation FBO Holdings, L.L.C. ("Atlantic"); and WHEREAS, Lessee is a current tenant pursuant to the above-referenced lease agreement assignments, amendments, modifications, and name changes. WHEREAS, the parties hereto desire to modify the provisions of said lease agreement; and Atlantic FBO Lease 8-27-13 FINAL Page 1 of 36 NOW, THEREFORE, the following Amended and Restated Hangar and Fixed Base Operator's Lease is hereby entered into by and between the parties hereto in complete substitution for the previous lease agreement and all amendments and modifications thereto, as heretofore amended: ARTICLE 1. DEFINITIONS As used herein, the following words and phrases shall have the meanings set forth below: 1.01 Affiliate. "Affiliate" is any corporation or other entity which directly or indirectly controls or is directly or indirectly controlled by or is under common control with Lessee; "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or by contract or otherwise. 1.02 Airport. "Airport" means Corpus Christi International Airport. 1.03 AOA. "AOA" means Aircraft Operating Area. 1.04 Appraisal. "Appraisal" means the process to arrive at a property valuation based on rental rates for similar property at the Airport and at similar nearby airports and consistent with airports included in the appraisal done by Aviation Management Consulting Group, dated November 18, 2011, identified in EXHIBIT 2, attached hereto and incorporated into this Lease, that will be utilized to set rental rates during the term of this Lease. 1.05 Aviation Director. "Aviation Director" means the Aviation Director of the City of Corpus Christi or Assistant Aviation Director. 1.06 Capital Improvement. "Capital Improvement" means an expenditure for a project or improvement at the Leased Premises that increases the value of the Leased Premises or extends its life expectancy by (i) returning the Leased Premises to its originally efficient operating condition if it has deteriorated to a state of disrepair and is no longer functional for its intended use, (ii) rebuilding Leased Premises to a like-new condition after the end of its economic useful life, or (iii) replacing or adding a major component or substantial structural part of the Leased Premises. 1.07 DOT. "DOT" means the United States Department of Transportation, and any federal agency succeeding to its jurisdiction. 1.08 FAA. "FAA" means the Federal Aviation Administration of the United States government, and any federal agency succeeding to its jurisdiction. 1.09 FBO. "FBO" is an abbreviation for Fixed Base Operator, which is further defined in the Minimum Standards for Commercial Aeronautical Service Providers. 1.10 Fiscal Year. "Fiscal Year" means a period of twelve (12) consecutive months commencing on October 1 and ending on September 30. 1.11 Leased Premises. "Leased Premises" means those certain premises at Airport more particularly described in Article 2. Atlantic FBO Lease 8-27-13 FINAL Page 2 of 36 1.12 Maintenance. "Maintenance" means a repair of less than $100,000 that keeps the Leased Premises in proper working condition but does not add to the value or extend the life expectancy of the Leased Premises. Maintenance merely keeps the Leased Premises in an operating condition over its probable useful life for which it was acquired. 1.13 Sign. "Sign" means any advertising sign, billboard, identification sign or symbol, or other similar device, regardless of content. 1.14 Subsidiary. "Subsidiary" shall mean any corporation or other entity not less than fifty percent (50%) of whose outstanding stock (or other form of equity ownership) shall, at the time, be owned directly or indirectly by Lessee or the entity owning directly or indirectly 50% or more of Lessee, as applicable. 1.15 Trade Fixtures. "Trade Fixtures" shall mean, but shall not be limited to, any signs (electrical or otherwise) used to identify Lessee's business; all shelves, bins, racking, machinery and equipment used in connection with Lessee's required or permitted activities pursuant to this Lease, whether or not such machinery or equipment is bolted or otherwise attached to the Leased Premises; and all other miscellaneous office equipment, furnishings, and personal property. 1.16 TSA. "TSA" means the Transportation Security Administration, and any federal agency succeeding to its jurisdiction. ARTICLE 2. DESCRIPTION OF LEASED PREMISES 2.01 Lessor, for and in consideration of the rents, covenants and promises herein contained to be kept, performed and observed by Lessee, does hereby lease unto Lessee, and Lessee does hereby accept from Lessor, the property, including all structures and improvements erected on the property existing and in operation as of the Commencement Date of this Lease (collectively referred to as "Leased Premises") located at 506 International Drive, at the Airport, identified in EXHIBIT 1, attached hereto and incorporated into this Lease, provided however that WGA-H4 ("Hangar 4"), as it exists as of the Commencement Date of this Lease, specifically is excluded from the Leased Premises. ARTICLE 3. RENTAL 3.01 Lessee agrees to pay Lessor the rental as indicated on the tables (entitled "Premises Rent" and "Fuel Farm Rent") below, monthly in advance (without notice or demand, both of which are expressly waived) for the use and occupancy of the Leased Premises, at the times and in the manner hereinafter provided. During the Term, any change in rent for the Option periods discussed in Article 5 below, will be based on an Appraisal by a third party appraiser, pursuant to the Appraisal process defined herein and described in section 3.02 herein. Initial values will be determined by the amount set by the appraisal done by Aviation Management Consulting Group, dated November 18, 2011, identified in EXHIBIT 2, attached hereto and incorporated into this Lease. All rentals for any subsequent periods shall be calculated based on the Appraisal and shall be paid by Lessee to Lessor in advance without invoicing, notice or demand, in equal monthly installments on or before the first day of each calendar month beginning on the Commencement Date and continuing throughout the remainder of the term of this Lease and any extension(s) hereof. In the event that the term of this Lease shall commence on the day Atlantic FBO Lease 8-27-13 FINAL Page 3 of 36 other than the first day of any calendar month or expire on a day other than the last day of a calendar month, then, and in such event, the rent will be prorated for the first or last month as the case may be. From Lease Commencement through September 30, 2018: PREMISES RENT Rent per Annual Rent Premises Area SF Acreage SFNR WGA-H 1 14,000 0.32 $1.500 $21,000.00 WGA-H2 14,000 0.32 $1.500 $21,000.00 WGA-H3 11,500 0.26 $1.650 $18,975.00 WGA-OF1(TERM) 3,105 0.07 $6.000 $18,630.00 WGA-OF2 4,680 0.11 $5.650 $26,442.00 PARKING LOT 44,141 1.01 $0.300 $13,242.30 CONCRETE 116,629 2.68 $0.350 $40,819.98 APRON UNDEVELOPED 40,955 0.94 $0.300 $12,286.50 FUEL FARM PAD 11,246 0.26 $0.350 $ 3,963.10 TOTAL 260,255.50 5.97 $176,331.88 FUEL FARM RENT Capacity Rent per Annual Rent Description JaqLonsl GAUYR J ETA 24,000 $0.750 $18,000.00 AVGAS 10,000 $0.750 $7,500.00 UNLEADED 500 $0.750 $375.00 TOTAL 34,500 $25,875.00 3.02 All rent and payments that become due and payable by the Lessee shall be made to the City of Corpus Christi, Office of the Aviation Director, Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Nueces County, Texas, 78406 unless otherwise notified in writing. All rent and payments unpaid for ten (10) days after the date due shall bear interest at the rate of eighteen (18) percent per annum from that date. 3.03 (a) The Appraisal shall be updated approximately every five (5) years after the date of the previous Appraisal, to arrive at an updated property rental valuation that will be utilized to set rental rates for any subsequent five (5) year period. (b) All appraisers appointed pursuant to this provision shall be qualified and impartial members of the Appraisal Institute or a person with equivalent credentials, experienced in airport property appraisals. No two (2) appraisers may be employed by, or maintain an office within, the same company, firm or organization, or affiliated organizations or companies. Atlantic FBO Lease 8-27-13 FINAL Page 4 of 36 ARTICLE 4. USE OF LEASED PREMISES Lessee shall use the Leased Premises solely for operating an FBO as defined Section 15 of the current Minimum Standards dated October 17, 2012 for Commercial Aeronautical Service Providers and as the same may be amended from time to time, which includes performing and/or subleasing to qualified tenants to perform full aircraft servicing facilities including but may not be limited to the sale of aircraft and aircraft parts; aircraft maintenance and repair; servicing of aircraft engines, instruments, propellers and accessories in connection with said business, aircraft storage, aircraft training, aircraft charter and rentals, aviation school instruction, classroom and flight simulator instruction, and other flight instruction provided only to those persons already holding an aircraft pilot license and seeking a certification towards an aircraft being manufactured or sold on the Leased Premises, and such other activities reasonably incidental thereto and such business directly related thereto or as may be set forth in the Minimum Standards as amended from time to time. Such use may also include any other activity or services normally performed or offered by an FBO at the Airport, as adopted in the Minimum Standards, as they may be amended from time to time, and such other aviation related uses as may be included in the Minimum Standards as amended from time to time. Provided Lessee is a holder of a valid aviation fuel dispensing permit issued by the City of Corpus Christi and not in default of any other provision of this Lease, Lessee may also conduct fueling operations as authorized under said fuel dispensing permit on the Leased Premises. In connection with such use and occupancy, Lessee shall have the right to occupy and maintain, as required by this Lease, all buildings, shops, hangars and other improvements existing on the Leased Premises as of the Commencement Date of this Lease, provided, however, that Hangar 4 as it exists on the Commencement Date of this Lease is not included in the Leased Premises and Lessee shall have no right to occupy and no right or obligation to maintain Hangar 4 at any time during the term of this Lease. The City reserves the right to replace or repair portions of the concrete apron included in the Leased Premises. During any such replacement or repair work, if Lessee cannot use portions of the concrete apron due to the work being done, the City will provide Lessee alternate space of substantially the same size of said portions and as close to the Leased Premises as is practical. Prior to the award of any contract for such replacement or repair, the City shall consult with Lessee on alternative space options and use its best efforts to provide an alternative that has the least impact on Lessee's operations. Following the completion of any such replacement or repair, Lessee's Leased Premises will be restored to its original layout. Lessee waives any claims for compensation for loss caused by such temporary relocation provided the steps identified herein are followed. The Lessee shall not at any time leave the Leased Premises vacant, but shall in good faith continuously throughout the term of this Lease conduct and carry on in the entire Leased Premises the type of business for which the Leased Premises are leased, except during periods in which the Leased Premises may not be occupied as a result of fire or other casualty, or reasonable periods for repairs and alterations, all such repairs and alterations to be diligently pursued to completion. All services performed by Lessee shall be in compliance with all applicable state and federal environmental rules and regulations at Lessee's sole expense. No other activities shall be conducted on the Leased Premises unless authorized in writing by the Aviation Director provided, however that such other activities be aeronautical in nature. Atlantic FBO Lease 8-27-13 FINAL Page 5 of 36 ARTICLE 5. LEASE TERM 5.01 The initial term of this Lease shall be five (5) years ("Initial Term") that shall commence on the first day of the month following the later of (i) the date of passage of an Ordinance by the City Council of Corpus Christi approving this Lease or (ii) the date of passage of an Ordinance by the City Council of Corpus Christi approving the Amended and Restated Hangar and Fixed Base Operator's Lease between the City and Signature Flight Support Corporation, but in no event later than sixty (60) days following passage of an Ordinance by the City Council of Corpus Christi approving this Lease ("Commencement Date") and shall terminate at midnight of the last day of the 5-year term unless earlier terminated in accordance with this Lease or extended for additional periods as provided in section 5.02 below. Together the Initial Term and any extension shall collectively be referred to as the Term of this Lease. 5.02 Lessee shall have the option to extend the Term by up to four (4) additional five (5) year periods ("Option(s)"), with the maximum term of the Lease not to exceed twenty-five (25) years. Each five (5) year Option shall be conditioned upon i) a Capital Improvement Plan (as defined herein in the paragraph below) and related budget, agreed upon by the parties as described herein, ii) a capital investment by Lessee of not less than One Million One Hundred Thousand dollars ($1,100,000) for Direct Construction Costs (as defined below) for such Capital Improvements, and iii) a performance bond or irrevocable standby letter of credit in the face amount of the agreed upon budget for the Capital Improvement Plan, as described below, provided however, if the Lessee submits and the City approves a Capital Improvement Plan equal to or in excess of a multiple of $1,100,000, the Term of this Agreement shall be extended for five year Option periods equal to the multiple of the Direct Construction Costs in the approved Capital Improvement Plan. Upon satisfaction of the foregoing three conditions, the Term of this Agreement shall be extended by letter agreement to be promptly issued by the City and countersigned by the Lessee. Failure to meet any of the three conditions stated herein will invalidate the Option. As used herein, "Capital Improvement Plan" means a detailed description of the Capital Improvements including budgetary costs, and intended uses for each item intended to be installed or constructed at the Leased Premises by the Lessee. "Direct Construction Costs" means all general contractor and construction related trades required to complete the project in accordance with the approved drawings as well as related costs associated with architecture, engineering, testing, permits, and construction management. Subject to the requirements set forth in Article 13 herein, Lessee will submit the above- referenced Capital Improvement Plan to the Aviation Director before the end of the thirtieth (30th) month after the Commencement Date of the Initial Term (or current Option period, in the case of exercise of the second or third Option). The Aviation Director shall have thirty (30) calendar days after receipt of the Capital Improvement Plan, to approve or to object in writing to any matter referenced within. If the Aviation Director objects within such 30-day period in writing to any matter contained within such Plan (including its budget), the Aviation Director and Lessee agree to work together in good faith to resolve any such objections to the reasonable satisfaction of both parties. Subject to the approval by the Aviation Director of the Capital Improvement Plan, Commencement of Construction of such Capital Improvements shall begin no later than the end of the sixth (6th) month of the fourth (4th) year after the Commencement Date of the Initial Term (or current Option period, in the case of exercise of the second or third Option). "Commencement of Construction" means (i) to commence the work of constructing the Capital Improvements or features with all approvals thereof required by applicable governmental authorities obtained as necessary; (ii) a notice to proceed has been issued to the contractor; Atlantic FBO Lease 8-27-13 FINAL Page 6 of 36 and (iii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued. As security for full and faithful Completion of such Capital Improvements required for each Option, before the end of the thirtieth (30th) month after the Commencement Date of the Term (or current Option period, in the case of exercise of the second or third Option), Lessee must furnish to the Aviation Director a performance bond or irrevocable standby letter of credit in the face amount of the agreed upon budget for the Capital Improvement Plan referenced above, but in no event less than One Million One Hundred Thousand dollars ($1,100,000), issued by a surety company authorized and licensed to transact business in the State of Texas, with the City of Corpus Christi Aviation Department as obligee, not subject to reduction or cancellation except after thirty (30) days' written notice by certified mail, return receipt requested, to the Aviation Director. Said performance bond or irrevocable standby letter of credit shall be kept in force until Completion of the above-referenced Capital Improvement. "Completion" means issuance of Certificates of Occupancy for the Capital Improvement(s) have been issued or a determination by an engineering or architectural firm that the Capital Improvement Plan is substantially complete and Lessee may safely use and occupy the improvements. Upon Lessor's request, Lessee shall provide documentation such as invoices, contracts, proof of payment, and other records satisfactory to the Aviation Director as evidence of expenditure towards Capital Improvement Plan. Only in the event that this Lease is terminated by the City prior to the end of an exercised Option without fault or default on the part of Lessee and (i) other than as a result of the lawful assumption by the United States Government or any authorized agency thereof of the operation, control or use of the Leased Premises that substantially restricts Lessee from operating thereon; or (ii) other than as a result of the issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Leased Premises that prevents Lessee from operating thereon, the total Direct Construction Costs for the approved Capital Improvement Plan associated with said Option shall be amortized on a straight line basis over the term of that Option and a payment issued by the City to the Lessee for the unamortized amount of the Direct Construction Costs for the approved Capital Improvement Plan for the remaining balance of that Option term, with payment to be made within sixty (60) days of such termination. If the Lease is terminated as a result of a Lessee default as stated in Section 24 of this Lease or for any reason other than that stated in the immediately preceding sentence herein, no reimbursement of Direct Construction Costs will be made and Lessee forfeits the full investment to the City. The budget for the Capital Improvement Plan required to exercise an Option, as described in this Section 5.02, shall be in addition to the deferred maintenance and other maintenance required in Article 15 herein. The performance bond or irrevocable standby letter of credit required to exercise an Option, as described in this Section 5.02, shall be in addition to the performance guarantee required in Article 8 herein. ARTICLE 6. INDEMNIFICATION 6.01 LESSEE covenants and agrees to FULLY INDEMNIFY, DEFEND and HOLD HARMLESS, the CITY and the elected officials, employees, officers, directors, volunteers and Atlantic FBO Lease 8-27-13 FINAL Page 7 of 36 representatives of the CITY, individually and collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the CITY directly or indirectly arising out of, resulting from or related to LESSEE's use or occupancy of the Lease Premises under this LEASE, including any acts or omissions of LESSEE, any agent, officer, director, representative, employee, consultant, sub lessee, assignee or subcontractor of LESSEE, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this LEASE, all without however, the City waiving any governmental immunity available to the CITY under Texas Law and without waiving any defenses of the parties under Texas Law. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND/OR SUITS ARISE IN ANY PART FROM THE NEGLIGENCE OF CITY, THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES OF CITY, UNDER THIS LEASE. The provisions of this INDEMNITY are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. LESSEE and the CITY shall promptly advise the other party in writing of any claim or demand against the CITY or LESSEE which is made known to the disclosing party related to or arising out of LESSEE's activities under this LEASE and LESSEE shall see to the investigation and defense of such claim or demand at LESSEE's cost. The CITY shall have the right, at its option and at its own expense, to participate in such defense without relieving LESSEE of any of its obligations under this paragraph. 6.02 It is the EXPRESS INTENT of the parties to this LEASE, that the INDEMNITY provided for in this Article 6, is an INDEMNITY extended by LESSEE to INDEMNIFY, PROTECT and HOLD HARMLESS, the CITY from the consequences of the CITY's OWN NEGLIGENCE, provided however, that the INDEMNITY provided for in this Article SHALL APPLY only when the NEGLIGENT ACT of the CITY is a CONTRIBUTORY CAUSE of the resultant injury, death, or damage, and shall have no application when the negligent act of the CITY is the sole cause of the resultant injury, death, or damage. LESSEE further AGREES TO INVESTIGATE, SETTLE, AND DEFEND, AT ITS OWN EXPENSE and ON BEHALF OF THE CITY AND IN THE NAME OF THE CITY, with counsel reasonably satisfactory to the CITY, any claim or litigation brought against the CITY and its elected officials, employees, officers, directors, volunteers and representatives, in connection with any such injury, death, or damage for which this INDEMNITY shall apply, as set forth above. 6.03 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. ARTICLE 7. INSURANCE 7.01 General Requirements. Lessee shall not commence use or occupancy of the Leased Premises until Lessee has obtained the types and amounts of required insurance as indicated below and until such insurance has been reviewed by the City and a Certificate of Insurance is received indicating required coverage. If the coverage period ends prior to the end of the Term of this Lease, including any extensions thereof, Lessee must, prior to the end of the coverage period, forward a new Certificate of Insurance to City as verification of continuing coverage for the duration of the Term of this Lease. Lessee must submit certificates of insurance for all sub Atlantic FBO Lease 8-27-13 FINAL Page 8 of 36 lessees, assignees and subcontractors to the City prior to commencing work. Lessee and all sub lessees', assignees' and subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policy is issued and shall be written by companies with an A.M. Best rating of A-VII or better. Hazardous materials insurance, if required, shall be written by companies with an A.M. Best rating of A-VII or better. Lessee, sub lessees, assignees and subcontractors must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred by the Operation will be promptly met. The following conditions apply: (a) Approval of insurance by City and the required minimums shall not relieve or decrease the liability or responsibility of the Lessee hereunder and shall not be construed to be a limitation of liability on the part of the Lessee. (b) The Lessee, sub lessees, assignees and subcontractors must obtain and maintain in force insurance at all times during the Term of this Lease. (c) All endorsements naming the City as additional insured, waivers of subrogation, and notices of cancellation, endorsements, as well as Certificates of Insurance shall indicate: City of Corpus Christi Department of Aviation 1000 International Drive Corpus Christi, Texas 78406 Attn: Director of Financial Services A copy of the insurance certificate shall be provided to the City's Risk Management Division. (d) It is intended that Policies required in the Minimum Standards, which may be amended from time to time, covering the City and Lessee shall be considered primary and non- contributory coverage, as applicable. (e) If insurance policies are not written for the amounts specified below, the Lessee, sub lessees, assignees and subcontractors shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the Primary Coverage. (f) The City shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto. (g) The City reserves the right to review insurance requirements set forth during the term of a Lease and to make reasonable adjustments to required types of insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial considerations of the insurance company as well as the Lessee, sub lessees, assignees and subcontractors. Atlantic FBO Lease 8-27-13 FINAL Page 9 of 36 (h) The Lessee, sub lessees, assignees and subcontractors shall not cause any insurance to be cancelled or permit any insurance to lapse during the Term of a Lease or as required in the Lease. (i) The Lessee, sub lessees, assignees and subcontractors shall provide all deductibles and self-insured retentions, if any, stated in the policies. All deductibles and self- insured retentions shall be disclosed on the Certificates of Insurance. (j) Liability Insurance provided by the Lessee, sub lessees, assignees and subcontractors pursuant to the Minimum Standards shall cover and protect the City, its officials, officers, agents, Personnel, contractors, successors, and assigns, as their interests may appear. (k) The Lessee, sub lessees, assignees and subcontractors are responsible for insuring their own interest. 7.02 Specific Insurance Requirements. The Lessee, sub lessees, assignees and subcontractors shall obtain, and maintain throughout the Term of this Lease, the following insurance coverages and furnish certificates of insurance and policy endorsements as evidence thereof: (a) Workers' Compensation and Employers Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401) and minimum policy limits for employers liability of $1,000,000 bodily injury each accident, $1,000,000 bodily injury by disease policy limit and $1,000,000 bodily injury by disease each Personnel. The following endorsements shall be added to the policy: (i) A Waiver of Subrogation in favor of the City of Corpus Christi; (ii) A thirty (30) day written notice of Cancellation/Material Change in favor of the City. (b) Property insurance coverage on an "All Risk of Physical Loss" form for 100% of the replacement value of all improvements constructed by or for Lessee on the Leased Premises. Coverage shall include, but not be limited to fire, wind, hail, theft, vandalism, and malicious mischief. The coverage shall be written on a replacement cost basis. The proceeds from such insurance shall be used to restore the improvements to their original condition in the event of a covered loss. Lessee is responsible for insuring their own interests. Lessee is responsible for deductibles for any loss not arising from an act of nature. (c) Liability insurance in the specific types and amounts specified in section 7.03 below as applicable for the proposed Commercial Aeronautical Service Operator, as defined in the Minimum Standards, as may be amended from time to time. (i) All Commercial General Liability Insurance policies shall contain: (1) Waiver of Subrogation in favor of the City of Corpus Christi. (2) Thirty (30) day written notice of Cancellation in favor of the City of Corpus Christi. (3) City of Corpus Christi listed as additional insured, form CG 2010, or its equivalent. (4) Independent Contractors coverage. Atlantic FBO Lease 8-27-13 FINAL Page 10 of 36 (5) Blanket contractual liability coverage for liability assumed under the Lease or Permit. (6) Damage to Premises Rented to you in an amount not less than $250,000. (7) Medical Expense coverage with a limit of$5,000 any one person. (c) Environmental site Liability to include remediation and spill / leakage clean-up with minimum limits of $2,000,000 each incident/ $2,000,000 policy aggregate limit issued on a claims made policy with extended reporting coverage of 24 months. 7.03 Lessee Requirements. Environmental I Commercial Aircraft Impairment General Liability Liability Liability (Broad Form (Bodily Injury (Bodily Injury Completed Hangar and Property I Non Owned Pollution Liability and Property Operations Keepers Damage/ Aircraft Coverage/Third Damage/ party Clean up. I Personal and including AST/UST Advertising Passengers covera a In'u $2MM each incident— limit /$2MM policy aggregate; if claims made $10MM I $10,000,000 $10MM policy needs $10MM $2,000,000 $10MM/ twenty four (24) month extension period post termination date 7.04 Motor Vehicle Requirements. For vehicles operated in the AOA the following conditions apply: (a) Business Automobile Liability Insurance for all owned, non-owned, and hired vehicles with a minimum combined single limit of $5,000,000 for bodily injury and property damage. (b) City of Corpus Christi named as additional insured, Form TE 9901 B. (c) Thirty (30) day written Notice of Cancellation in favor of the City of Corpus Christi, form TE 0202A. ARTICLE 8. PERFORMANCE GUARANTEE & LANDLORDS LIEN 8.01 Lessee shall deliver to the City, on or before the Commencement Date of this Lease, but at a minimum must show written evidence of performance guarantee commitment no later than the date of execution of this Lease, and shall keep in force throughout the Term hereof, an Atlantic FBO Lease 8-27-13 FINAL Page 11 of 36 irrevocable standby letter of credit ("ISLC") in favor of Lessor, drawn upon a bank satisfactory to Lessor and payable to City of Corpus Christi, Aviation Department. The foregoing shall be in a form and content satisfactory to Lessor, shall be conditioned upon satisfactory performance of all terms, conditions and covenants, including maintenance requirements, contained herein during the Term hereof and shall stand as security for payment by Lessee of all amounts due by Lessee as a result of valid declarations of uncured default, as set forth herein, asserted by Lessor. The amount of the ISLC shall be adjusted, as necessary, so that it shall at all times equal at least one (1) year of the total estimated annual rentals, fees and charges payable by Lessee to Lessor hereunder. The ISLC shall not be subject to reduction in coverage or cancellation. If the available balance on the ISLC falls below the amount required herein, Lessor agrees to replenish it to the full required amount within seven (7) days of it falling below the full required amount. Failure to replenish the ISLC as stated herein constitutes default of the Lease. The surety on the ISLC must, by appropriate notation thereon, stipulate and agree that no change, extension of time, alteration or addition to the terms of this Lease in any way affects its obligations under the ISLC and consents to waive notice of any such matters. 8.02 Lessee hereby gives to Lessor a lien upon all of its property now, or at any time hereafter, in or upon the Leased Premises, to secure the prompt payment of charges herein stipulated to be paid for the use of said Premises; all exemptions of such property, or any of it, being hereby waived. In the event that the amount of the performance guarantee provided by Lessee under the terms of this Lease, at all times during the term hereof, shall equal the greater of the rents, fees and charges payable by Lessee to Lessor for the current calendar year, or double the amount of the performance guarantee set forth in Section 8.01 above, then the provisions set forth in Section 8.02 above, shall not apply hereto. 8.03 The performance guarantee required in Article 8 herein shall be in addition to the performance bond or irrevocable standby letter of credit required to exercise the Option, as described in Section 5.02 herein. ARTICLE 9. MINIMUM STANDARDS Lessor has adopted Minimum Standards ("Minimum Standards") and Rules and Regulations ("Rules and Regulations"), which shall govern Lessee in the use of the Leased Premises and all common facilities, a copy of each of which has been furnished to Lessee and are incorporated herein by reference. Lessee agrees to comply fully at all times with these governing documents. Lessor, in its sole discretion, shall have the right to amend, modify and alter these Minimum Standards and Rules and Regulations from time to time in a reasonable manner or may introduce other regulations as deemed necessary for the purpose of assuring the safety, welfare, convenience and protection of property of Lessor, Lessee and all other tenants and customers of the Airport; provided, however, that Lessor shall give Lessee reasonable advance notice of any such amendments, modifications or alteration of the Minimum Standards and/or Rules and Regulations. ARTICLE 10. FEES AND CHARGES 10.01 Fees and Charges. (a) Fuel flowage fees shall be paid by Lessee to the Lessor for all fuel delivered to the Leased Premises for dispensal by the Lessee to all categories of customers except any Atlantic FBO Lease 8-27-13 FINAL Page 12 of 36 signatory airline paying a landing fee at the Airport, in the amount per gallon, subject to atmospheric adjustments, now or hereafter set by the Aviation Director, as may be adjusted periodically. The fees and charges in effect as of the Commencement Date of this Lease are set forth in EXHIBIT 5 attached hereto. Lessee agrees to keep accurate books, records and accounts of its purchase and sale of aircraft fuel delivered to its customers on the Airport premises. Lessee agrees to remit to the Aviation Director payment and related delivery tickets provided by the various suppliers as to the amount of aircraft fuel delivered to the Leased Premises, by the 10th day of the month following such delivery. If no such delivery is made during a particular month, Lessee shall provide the Aviation Director with a written statement to that effect. (b) Any City controlled ramp related uses by Lessee that are not included in the Leased Premises shall be for public use and subject to a Ramp Fee, as set forth in EXHIBIT 5 attached hereto. The Ramp Fee shall be set annually by the City for use of City controlled ramp. Lessee or sub lessee shall remit to the City seventy-five percent (75%) of all revenues received for use of City controlled ramp or equivalent charges within ten (10) days following the end of the month in which the ramp was utilized, accompanied by an accounting of all City controlled ramp rental activity. Lessee shall retain the remaining twenty-five percent (25%) of such revenues as consideration for Lessee's management of said City controlled ramp rental and collection of resulting revenues. The City retains the right to enter upon City controlled ramp at any time and to take an inventory of any aircraft parked on the City controlled ramp, as well as a right to audit Lessee's or sub lessee's accounting of City controlled ramp rental activity. Lessee or sub lessee cannot charge any fees for use of the City controlled ramp other than the Ramp Fee set by the City for use of City controlled ramp and cannot waive any fees set by the City and due to the City for use of City controlled ramp without City's written approval. (c) Fees and charges for miscellaneous items and services provided by the City, including, but not limited to, employee badges, shall be assessed by the City in connection with the ordinary usage of Airport facilities (hereafter "City Fees," set forth in EXHIBIT 5 attached hereto). (d) All rentals, fees and charges payable by Lessee to Lessor under the terms hereof, whether or not expressly denominated as rent, shall constitute rent for all purposes, including, but not limited to, purposes of the United States Bankruptcy Code. (e) For those services or functions listed in EXHIBIT 5 attached hereto, Lessee cannot charge fees to their customers that are in excess of the applicable fees and charges that are approved by the City, as amended from time to time, set forth in EXHIBIT 5 attached hereto. 10.02 Proceeds Rent. (a) Lessee covenants and agrees to pay as additional Rent hereunder an amount equal to three percent (3%) of any Gross Proceeds (as hereinafter defined) from a Sale (as hereinafter defined) of the Lessee's Leasehold Interest in the Leased Premises, or any portion thereof, as the case may be, at the times and in the manner hereinafter set forth (the "Proceeds Rent"). This section 10.02 applies only to the sale of Lessee's Leasehold Interest in the Leased Premises, or any portion thereof, at Corpus Christi International Airport and no other location. (b) Payments of the Proceeds Rent shall be paid immediately upon a Sale as follows: upon the Closing and payment of the total purchase price in a Sale, accompanied by a certificate of the chief financial officer of the Lessee as to the amount of Gross Proceeds of the Atlantic FBO Lease 8-27-13 FINAL Page 13 of 36 Sale. At the election of the City, the City and the Lessee shall coordinate payment of the Proceeds Rent through an escrow. (c) Lessee shall, at the time of any such Sale, deliver to the City a statement certifying the amount of the Gross Proceeds for such Sale and the amount of the Proceeds Rent due and payable to the City. Such statement shall set forth in detail reasonably satisfactory to the City the computation of Gross Proceeds, and Proceeds Rent therefor, together with such other information as the City may deem reasonably necessary for the determination of the Proceeds Rent, such as the purchase agreement and/or sale closing statement. Except for such changes as are necessary to calculate the Gross Proceeds from the Sale, the statements required above shall be prepared in accordance with generally accepted accounting principles on the accrual basis consistently applied and otherwise in such manner as the City shall have approved in writing. (d) For purposes of this Section, capitalized terms set forth below shall have the meanings ascribed to them below: "Beneficial Interest" shall mean the interest of the Beneficiary in any trust of which it is beneficiary, if the Lessee is ever a land trust. "Beneficiary" shall mean the Beneficiary under a trust which at any time the Lessee is a trustee under a land trust. "Gross Proceeds" shall mean the purchase price in a Sale (including, without limitation, (1) the principal and interest of any financing to which the Sale is subject or which is assumed by the Lessee and (2) the fair market value of any consideration consisting of property other than cash). "Leasehold Interest' shall mean the Lease between the City and Lessee and all resulting income streams and contracts resulting from Lessee's use of the Leased Premises, as defined herein. ,,Sale" shall mean (i) a sale, assignment, transfer or other conveyance of any portion of Lessee's interest under this Lease (including an assumption and assignment of the Lease by Lessee as debtor or debtor in possession or by a trustee in bankruptcy acting on behalf of Lessee) and/or in the Leased Premises or any portion of the Leased Premises; (ii) execution and delivery of a contract to convey any portion of Lessee's interest under this Lease upon payment of part or all of the purchase price which is accompanied by a transfer of possession and the risks and benefits of ownership to the purchaser; (iii) a taking by eminent domain of any portion of Lessee's interest under this Lease; (iv) a transaction or series of related transactions involving Lessee which has the economic equivalence to the owners of interests in Lessee as a transaction described as a Sale, regardless of the form of such transaction, whether by sales of direct or indirect interests in Lessee (including, without limitation, sales or other transfer of any membership interests in Lessee or in any constituent members of Lessee or in any corporate stock, partnership interests or Beneficial Interests in any future tenant organized as a corporation, partnership or trust, respectively, or in any constituent shareholders, partners or Beneficiaries thereof) or sales of assets by an entity which owns Lessee's interest under this Lease and other property. Atlantic FBO Lease 8-27-13 FINAL Page 14 of 36 (e) The City shall not, as a result of the rights granted herein to receive Proceeds Rent, be considered as a co-owner, co-partner or co-adventurer with Lessee in the Leased Premises. (f) The Lessee shall not be required to pay Proceeds Rent on its receipt of proceeds from business interruption or loss of rents insurance payments. ARTICLE 11. PRIVILEGES AND CONDITIONS 11.01 Lessor hereby grants to Lessee and any assignees and/or sub lessees pursuant to Article 26 herein, the following general, non-exclusive privileges, uses and rights, subject to the terms, conditions and covenants herein set forth: (a) The general use by Lessee, for commercial aviation activities, of all common aircraft facilities and improvements, which are now, or may hereafter be, connected with or appurtenant to said Airport, except as hereinafter provided. "Common airport facilities" shall include all necessary landing area appurtenances, including, but not limited to, approach areas, runways, taxiways, unleased aprons provided for in 10.01(b) of this Lease, public roadways, sidewalks, navigational and aviation aids, the airfield lighting facilities, terminal facilities or other common or public facilities appurtenant to said Airport. (b) The right of ingress to and egress from the Leased Premises, over and across common or public roadways serving the Airport for Lessee and sub lessees, its agents, contractors, employees, patrons, invitees, suppliers of service and furnishers of material. Said right shall be subject to such ordinances, rules and regulations as now, or may hereafter, apply at the Airport. (c) Lessee must remain in compliance at all times with all FAA, Department of Homeland Security and all other governmental organizations with jurisdiction over the Airport as well as all rules, laws and regulations as may be amended from time to time. 11.02 The granting and acceptance of this Lease is conditioned upon compliance with the covenant that the right to use said common Airport facilities, in common with others so authorized, shall be exercised subject to and in accordance with the laws of the United States, State of Texas and City of Corpus Christi, the rules and regulations promulgated by their authority with reference to aviation and navigation, and all reasonable and applicable rules, regulations and ordinances of Lessor, now in force or hereafter prescribed or promulgated by charter authority or by law, as may be amended from time to time. 11.03 Lessor reserves the right to enter the Leased Premises at any reasonable time for the purpose of inspecting same or verifying that fire, safety, sanitation regulations and other provisions contained in this Lease are being adhered to by Lessee. ARTICLE 12. AS IS ACCEPTANCE AND CONDITION OF PREMISES 12.01 The parties agree that this Lease is granted by Lessor, at Lessee's request, and that the Leased Premises were formerly and presently are leased to and occupied by Lessee, with the exception of Hangar 4, which specifically is excluded from the Leased Premises as of the Commencement Date of this Lease. Atlantic FBO Lease 8-27-13 FINAL Page 15 of 36 12.02 Lessee has had full opportunity to examine the Leased Premises and to review the structural report prepared by engineering firm PGAL, dated November, 2010, attached hereto as EXHIBIT 3 and incorporated into this Lease. Except for environmental matters not caused by or reasonably discoverable by Lessee prior to the commencement of this Lease, Lessee's taking possession of the Leased Premises shall be conclusive evidence of Lessee's acceptance thereof in an "AS IS" condition, and Lessee hereby accepts same in its present condition as suitable for the purpose for which leased, with the exception of Hangar 4, which specifically is excluded from the Leased Premises as of the Commencement Date of this Lease. 12.03 Lessee agrees that no representations respecting the condition of the Leased Premises and no promises to improve same, either before or after the execution hereof, have been made by Lessor or its agents to Lessee, unless contained herein or made a part hereof by specific reference. ARTICLE 13. CONSTRUCTION/CAPITAL IMPROVEMENT BY LESSEE 13.01 Lessee shall have the right to erect, alter, remodel and renovate buildings and make other improvements as Capital Improvements on the Leased Premises, provided that it shall submit to the Aviation Director plans and specifications prepared by registered architects and engineers setting forth the renovations, construction, alterations or improvements that Lessee desires to perform, in such detail as may be required by the Aviation Director, and provided that approval of such plans and specifications by said Director is obtained as set forth below. In addition to the requirements herein, approval of any Capital Improvement Plan shall be pursuant to section 5.02 herein. 13.02 Lessor agrees to examine and approve or disapprove plans and specifications submitted in accordance with the provisions above, within thirty (30) business days after receipt thereof, and to give Lessee written notification of same. The approval by Lessor of such plans and specifications refers only to the conformity of same to the general architectural plan for the Leased Premises, as opposed to their architectural or engineering design. Lessor, by giving its approval, assumes no liability or responsibility therefor or for any defect in any work performed according to such plans and specifications. Lessee agrees not to commence any renovations, construction, alterations or improvements until Lessor, through the Aviation Director, has given written approval regarding Lessee's plans and specifications. 13.03 Further, prior to the commencement of any construction, Lessee shall procure any and all additional approvals of the plans and specifications for its buildings and improvements required by any federal, state or municipal authorities, agencies, officers and departments having jurisdiction thereof and shall obtain any and all requisite building or construction licenses, permits or approvals. Construction shall comply with applicable building code requirements and with applicable regulations promulgated by any federal, state or municipal agency or department having jurisdiction thereof. Lessee specifically agrees that it shall hold Lessor completely harmless from and against any and all claims, causes of action or liabilities, whether actual or potential, associated with any construction undertaken by Lessee hereunder. 13.04 The cost of any renovations, construction, alterations or improvements upon the Leased Premises shall be borne and paid for solely by Lessee. Except as may be otherwise set forth herein, Lessor has no financial or other obligation of any kind under this Lease, other than the renting to Lessee of the Leased Premises which are the subject hereof for the term and consideration hereinbefore set forth. Atlantic FBO Lease 8-27-13 FINAL Page 16 of 36 13.05 Upon completion of all renovations, construction, alterations or improvements, a conformed set of "as built" plans and a Certificate of Occupancy shall be provided by Lessee to the Aviation Director. 13.06 In undertaking any such renovations, construction, alterations or improvements, it is expressly understood that, where applicable, unless otherwise agreed to in writing by the parties, Lessee shall be responsible, at its sole expense, for any and all construction and maintenance of taxiways and connections to the Airport's runway and taxiway system, along an alignment and in accordance with designs and plans approved in advance, in writing, by the Aviation Director. It is further expressly understood and agreed that any improvements and access thereto constructed by Lessee on the Leased Premises shall be performed in such a manner that shall not cause flowage of surface drainage onto adjacent tracts or interrupt flow to the storm drainage system. 13.07 Any construction of a Capital Improvement pursuant to this Article 13 may, at the option of the Lessee be considered part of a Capital Improvement Plan and subject to the review and approval procedures in Article 5 hereof. ARTICLE 14. LIENS PROHIBITED 14.01 Lessee shall not suffer or permit any mechanics' or other liens to be filed against the fee of the Leased Premises, or against Lessee's leasehold interest in the land, buildings or improvements thereon, by reason of any work, labor, services or materials supplied, or claimed to have been supplied, to Lessee or to anyone holding the Leased Premises, or any part thereof, through or under Lessee. 14.02 If any such mechanics' lien or materialmen's lien described in Section 14.01 above shall be recorded against the Leased Premises, or any improvements thereon, Lessee shall cause the same to be removed or, bonded around pursuant to the terms of the Texas Property Code. In the alternative, if Lessee, in good faith, desires to contest the same, it shall be privileged to do so; however, in such case, Lessee hereby agrees to indemnify and save Lessor harmless from all liability for damages occasioned thereby and shall, in the event of a judgment of foreclosure on said mechanics' lien, cause the same to be discharged and removed prior to sale of the property or execution of such judgment. ARTICLE 15. MAINTENANCE AND REPAIR 15.01 Lessee shall pay or cause to be paid any and all charges for water, heat, gas, electricity, sewer and any and all other utilities used on the Leased Premises, throughout the term of this Lease, including, but not limited to, any connection fees and any and all additional costs related to utility connection, metering, maintenance, repair and usage. 15.02 Deferred Maintenance. Lessee shall complete all deferred Maintenance items identified on EXHIBIT 4 , attached hereto and incorporated into this Lease ("Deferred Maintenance"), no later than eighteen (18) months from the Commencement Date of this Lease. In this respect, as a point of reference, Lessee shall refer to the structural report prepared by PGAL, dated November, 2010, attached hereto as EXHIBIT 3 and incorporated into this Lease, which shall be considered the base condition of the Leased Premises from which Deferred Maintenance requirements shall be measured. Atlantic FBO Lease 8-27-13 FINAL Page 17 of 36 The Aviation Director shall have thirty (30) calendar days after Lessee's completion of all Deferred Maintenance items to object to any deficiencies thereof. If the Aviation Director does not object in writing within such 30-day period, Lessor shall be deemed to have approved such Deferred Maintenance. If, however, the Aviation Director objects within such 30-day period in writing as to any deficiencies of the Deferred Maintenance completed, the Aviation Director and Lessee agree to work together in good faith to resolve any such objections to the reasonable satisfaction of both parties. Deferred Maintenance completed pursuant to this Section 15.02 is in addition to the repair and maintenance required in Sections 15.01, 15.03 and 15.04 herein. 15.03 In addition to the Deferred Maintenance required in Section 15.02 above, except as may be otherwise provided herein, Lessee shall, throughout the term of this Lease, assume the entire responsibility, cost and expense for all repair and Maintenance of the Leased Premises and all buildings and improvements thereon, whether such repair or Maintenance be ordinary, extraordinary, structural or otherwise, normal wear and tear excepted. In this respect, as a point of reference, Lessee shall refer to the structural report prepared by PGAL, dated November, 2010, attached hereto as EXHIBIT 3 and incorporated into this Lease, which shall be considered the base condition of the Leased Premises from which any needed repairs shall be measured. Additionally, without limiting the foregoing, Lessee shall: (a) at all times maintain the buildings and improvements in a good state of repair and preservation, excepting ordinary wear and tear and obsolescence in spite of repair; and (b) replace or substitute any fixtures and equipment which have become inadequate, obsolete, worn out, or unsuitable, with replacement or substitute fixtures and equipment, free of all liens and encumbrances, which shall automatically become a part of the buildings and improvements and revert to City ownership at termination of this Lease, as provided for herein; and (c) at all times keep the Leased Premises, its buildings, improvements, fixtures, equipment and personal property, in a clean and orderly condition and appearance; and (d) provide, and maintain in good working order, all obstruction lights and similar devices, fire protection and safety equipment, and all other equipment of every kind and nature required by applicable laws, rules, orders, ordinances, resolutions or regulations of any competent authority, including Lessor and Aviation Director; and (e) observe all insurance regulations and requirements as required in Article 7 herein concerning the use and condition of the Leased Premises, for the purpose of reducing fire hazards and insurance rates on the Airport; and (f) repair any damage caused by Lessee to paving or other surfaces of the Leased Premises or the Airport, in connection with the scope of the Lease, caused by any oil, gasoline, grease, lubricants, flammable liquids and/or substances having a corrosive or detrimental effect thereon, or by any other reason whatsoever; and (g) take measures to prevent erosion, including, but not limited to, the planting and replanting of grass on all unpaved or undeveloped portions of the Leased Premises; the planting, maintaining and replanting of any landscaped areas; the designing and constructing of Atlantic FBO Lease 8-27-13 FINAL Page 18 of 36 improvements on the Leased Premises; and the preservation of as many trees as possible, consistent with Lessee's construction and operations; and (h) be responsible for the maintenance and repair of all utility services lines serving the Leased Premises, including, but not limited to, water and gas lines, electrical power and telephone conduits and lines, sanitary sewers and storm sewers; and (i) keep and maintain all vehicles and equipment operated by Lessee on the Airport in safe condition, good repair, properly licensed and insured, as required by this Lease; and 0) replace broken or cracked plate glass, repair roofing material as needed, paint/repaint structures upon the Leased Premises and, where applicable, mow the grass; and (k) provide and use suitable covered metal receptacles for all garbage, trash and other refuse; assure that boxes, cartons, barrels or similar items are not piled in an unsightly, unsafe manner, on or about the Leased Premises; promptly collect and remove all trash and foreign materials from parking lots and Leased Premises; provide a complete and proper arrangement, satisfactory to the Aviation Director, for the adequate sanitary handling and disposal (away from the Airport), of all trash, garbage and refuse generated as a result of the operation of Lessee's business; (1) at the expiration or termination of this Lease, deliver the Leased Premises to Lessor clean and free of trash and in good repair and condition, with all fixtures and equipment situated in the Leased Premises in good working order, reasonable wear and tear excepted; and (m) within five (5) calendar days of receipt of Lessor's written request, Lessee shall provide documentation such as invoices, contracts, proof of payment and other records satisfactory to the Aviation Director as evidence of performance of major Maintenance. 15.04 Following consultation with Lessee, the adequacy of the performance of the foregoing Maintenance and repair by Lessee shall be determined by the Aviation Director, whose reasonably exercised judgment shall be conclusive. No more than thirty (30) days after determining the inadequacy of such Maintenance or repair, the Aviation Director shall provide Lessee a written request that Lessee remedy such inadequate Maintenance or repair. Should Lessee fail to undertake any such Maintenance or repair within ten (10) days of receiving written notice from the Aviation Director, or if Lessor performs any Maintenance or repair on behalf of and for Lessee necessitated by Lessee's failure to start or complete Maintenance or repairs, then the costs of such Maintenance or repair, plus any associated overhead reasonably determined by Lessor, plus a 15% administrative fee, shall be reimbursed by Lessee to Lessor no later than ten (10) days following receipt by Lessee of written demand from Lessor for same. In cases not involving Maintenance or repair requiring exigent action, Lessor shall provide Lessee a written request that Lessee perform such Maintenance or repair, at least thirty (30) days before Lessor affects such Maintenance or repair on behalf of Lessee. 15.05 Any Maintenance or repair performed pursuant to this Article 15 will not be part of a Capital Improvement plan. 15.06 The Capital Investment required to exercise an Option, as described in Section 5.02, shall be in addition to the Deferred Maintenance and other Maintenance required in Article 15 herein. Atlantic FBO Lease 8-27-13 FINAL Page 19 of 36 ARTICLE 16. TITLE 16.01 It is expressly understood and agreed that any and all fixtures, furniture, equipment, and improvements that may be reasonably removed, placed or maintained by Lessee in the Leased Premises during the Term hereof shall be and remain Lessee's property, and the Leased Premises returned to its original condition at the sole expense of Lessee, normal wear and tear excepted. Provided that Lessee is not in default under this Lease, it may remove or cause to be removed all such items from the Leased Premises, with any damage caused by such removal repaired at the Lessee's sole expense. At Lessor's sole election, any such items remaining on the Leased Premises more than ten (10) days after the expiration or termination of the term hereof, shall then belong to Lessor without payment of consideration therefor. 16.02 Unless otherwise provided, all foundations, buildings, alterations, additions or improvements ("Improvements") made upon the Leased Premises by Lessee are and shall be the property of Lessee during the Term hereof. During said Term, absent the Aviation Director's written approval, such Improvements shall be conveyed, transferred or assigned, only to a person or entity to whom this Lease is being transferred or assigned, whereupon such Improvements shall become the property of the holder of the leasehold interest hereunder. Absent such written approval of the Director any attempted conveyance, transfer or assignment of Improvements, to any person or entity, whether voluntary, by operation of law or otherwise, shall be void and of no effect. 16.03 Title to Improvements made upon the Leased Premises by Lessee, and fixtures annexed thereto, shall vest in and become the property of Lessor, at no cost to Lessor and without any instrument of conveyance, upon the expiration of the Term of this Lease or upon earlier termination thereof. Notwithstanding the foregoing, Lessee covenants and agrees, upon Lessor's demand, on or after termination of the Lease, to execute any instruments requested by Lessor in connection with the conveyance of such Improvements. Lessor shall notify Lessee whether or not Lessor intends take title to Improvements, or any portion thereof, as herein provided, at least sixty (60) days prior to the expiration of the Term of this Lease or earlier termination thereof. Lessor's failure to provide such notice, however, shall not act as a waiver of its rights hereunder; provided that Lessor, within a reasonable time after receipt of Lessee's written request, advises Lessee of its election hereunder. No obligations under this section herein are waived by the termination of this Lease. 16.04 Should Lessor elect not to take title to Improvements, or any portion thereof, as provided in Section 16.03 above, same shall be removed by Lessee, at its sole cost and risk, no later than midnight of the expiration or termination date of the Lease, in compliance with all applicable laws and regulations and, to the degree reasonably possible, the Leased Premises shall be restored to the condition that existed prior to the construction of same, provided however, that Lessee shall not be required to demolish or remove any building, structure or improvement that was the subject of a Capital Improvement Plan. Should Lessee fail to undertake such removal within ninety (90) days following the expiration or termination of this Lease, Lessor may undertake such removal at Lessee's expense. The performance guarantee, required under this Lease, may not be applied towards any costs incurred by Lessor for such removal. ARTICLE 17. ENVIRONMENTAL COMPLIANCE 17.01 Lessee agrees that it shall, at its sole expense, comply with all applicable federal, state and local statutes, laws, ordinances, rules and regulations concerning the use and operation of Atlantic FBO Lease 8-27-13 FINAL Page 20 of 36 all fuel storage facilities presently existing upon the Leased Premises, including, but not limited to, regulations promulgated by the Environmental Protection Agency ("EPA") as well as all inspection, financial liability and inventory control recording requirements of the EPA, and that it shall provide Lessor with copies of certificates of registration from the Texas Commission on Environmental Quality ("TCEQ") for any existing fuel storage facilities, together with copies of any required proof of financial responsibility and other documentation, such as an :Accord Form" certificate of insurance applicable to above ground fuel storage tanks, income statements or balance sheets, reasonably required by the Aviation Director or applicable regulatory agency. For purposes of this provision, "facilities" are defined as any mobile or fixed, onshore building, structure, installation, equipment, pipe, or pipeline used in fuel storage, fuel gathering, fuel transfer, or fuel distribution. 17.02 During the Term of this Lease and any extensions thereof, should changes in applicable statutes, laws, rules or regulations regarding fuel storage facilities and/or dispensing equipment necessitate the removal, modification or replacement of any component, piping, valves, or connections comprising part of the fuel storage facilities and/or dispensing equipment, potentially including the entire fuel storage facilities, in, on, upon or under the Leased Premises, then such removal, modification or replacement shall be timely undertaken and performed by Lessee, at its sole cost and expense. Furthermore, if requested by Lessor, Lessee shall, no later than Midnight of the termination or expiration of this Lease, at its sole cost, remove said fuel storage facilities, dispensing equipment and/or component(s) thereof from the Leased Premises, perform any required soil or other investigations, perform regulatory remediation and restore the Leased Premises in a condition that complies with all applicable statutes, laws, rules, or regulations governing fuel storage facilities. Provided, however, that if Lessee has made significant improvements to such fuel storage facilities and/or dispensing equipment, as determined and approved by the Aviation Director, whose approval shall not unreasonably be withheld, such removal by Lessee upon termination or expiration shall not be required. Any such removal of Lessee's property shall be coordinated by Lessee so that there is no unreasonable interference with Airport customers' use of the Airport or of other aeronautical service providers' use and occupancy of other areas at the Airport. In the event Lessee plans to conduct any environmental remediation work on the Leased Premises, Lessee shall give the Aviation Director and the aeronautical service providers adjacent to Lessee written notice of the same, with a general description of the work to be conducted, including if Lessee anticipates that such work will impact the use and occupancy of adjacent areas at the Airport and, if so, how Lessee intends to minimize such impact. Following the termination or expiration of this Lease, City will conduct a comprehensive environmental assessment to determine compliance with TCEQ and/or EPA standards, at Lessee's sole expense, to reasonably determine if any environmental pollution or contamination exists and, if so, an accepted contamination removal program shall be implemented at Lessee's sole expense. Lessee or any City approved sub lessee shall remain liable for any discharge if contamination is found at a future date if such discharge is the responsibility of Lessee or sub lessee. 17.03 Lessee shall, in conducting any activity or business on the Leased Premises, including environmental response or remedial activities, comply with all environmental laws, including, but not limited to, those regarding the generation, storage, use, transportation and disposal of solid wastes, hazardous materials, toxic chemicals, special wastes or other contaminants, and all laws, regulations and notice requirements pertaining to releases or threatened releases of hazardous materials, toxic chemicals, special wastes or other contaminants into the environment. Lessee shall not cause the release, or permit its employees, agents, permittees, contractors, subcontractors, sublessees, or others in Lessee's control, supervision, or employment, to release (whether by way of uncapping, pouring, spilling, spraying, spreading, Atlantic FBO Lease 8-27-13 FINAL Page 21 of 36 attaching or otherwise), into or onto the Leased Premises or any other location upon or above the Airport (including the air, ground and ground water thereunder and the sewer and storm water drainage systems thereon), any quantity of hazardous substances (as defined or established from time to time by applicable local, state, or federal law and including, among other things, hazardous waste and any other substances that have been or may in the future be determined to be toxic, hazardous or unsafe). To the extent any such release may exceed quantities or volumes permitted by applicable federal, Texas or local law, Lessee shall immediately notify the Aviation Director, TCEQ, and Local Emergency Planning Committee, as may be required under the federal Emergency Planning and Community Right To Know Act. The Lessee, or any occupant of Leased Premises, shall be responsible for compliance with said Act, in the event of any such release. 17.04 Lessee shall remedy any release or threatened release caused by Lessee's operations at the Airport, as described above and, whether resulting from such release or otherwise, remove any hazardous materials, special wastes and any other environmental contamination caused by Lessee on, under or upon the Leased Premises, as may be required by a governmental or regulatory agency responsible for enforcing environmental laws and regulations. Such work shall be performed, at Lessee's sole expense, after Lessee submits to Lessor a plan, approved in writing by the appropriate governmental or regulatory agency(ies) responsible for enforcing such environmental laws and regulations, for completing such work. Lessor shall have the right to review and inspect all such work at any time, using consultants and representatives of its choice, at Lessor's sole cost and expense. Specific cleanup levels for any environmental remedial work shall be designed to meet all of the applicable environmental laws and regulations, to the satisfaction of the appropriate government or regulatory agency responsible for enforcing environmental laws and regulations. 17.05 Lessee agrees to defend, indemnify and hold harmless Lessor, its elected and appointed officials, officers, agents and employees, from and against any and all reasonable losses, claims, liability, damages, injunctive relief, injuries to person, property or natural resources, costs, expenses, enforcement actions, actions or causes of action, fines and penalties, arising as a result of action or inaction of Lessee, its employees, agents or contractors, in connection with the release, threatened release or presence of any hazardous material, contaminants, or toxic chemicals at, on, under, over or upon the Leased Premises or Airport, whether or not foreseeable. The foregoing indemnity includes, without limitation, all reasonable costs at law or in equity for removal, clean-up, remediation and disposal required to bring the Leased Premises or Airport to be in compliance with, all applicable environmental laws and regulations and all reasonable costs associated with claims for damages to persons, property or natural resources arising out of Lessee's use and occupancy of the Leased Premises or its operations at the Airport. In the event that Lessor is named in any enforcement action or lawsuit by any party in connection with the environmental condition of the Leased Premises caused by the action or inaction of the Lessee, Lessee shall defend Lessor and indemnify and hold harmless Lessor from any reasonable costs, damages, fines and penalties resulting therefrom. Nothing in this Lease shall prohibit Lessee from pursuing contribution or indemnity for such cleanup costs or remediation by other responsible parties and the Aviation Director shall provide reasonable cooperation and coordination in such endeavors. 17.06 In addition to any other rights of access herein regarding the Leased Premises, Lessor shall, upon reasonable notice, have access thereto in order to inspect and confirm that the Atlantic FBO Lease 8-27-13 FINAL Page 22 of 36 Lessee is using same in accordance with all applicable environmental laws and regulations. Lessee shall, upon the Aviation Director's reasonable demand and at Lessee's sole expense, demonstrate to said Director (through such tests, professional inspections, samplings, or other methods as may be reasonably required by said Director) that Lessee has not caused or permitted any release of hazardous substances or contaminants in excess of quantities or volumes permitted by applicable federal, Texas or local law. Qualified independent experts, chosen by Lessee, subject to Lessor's approval, which approval shall not be unreasonably withheld, shall conduct any such tests and assessments. Lessee shall provide copies of reports from any such testing or assessments to Lessor upon receipt. Should Lessee not provide same to Lessor, Lessor may conduct, or cause to be conducted, such tests, inspections, samplings and assessments, and Lessee shall reimburse Lessor for all costs of such actions, no later than thirty (30) days following receipt by Lessee of invoices therefor. Lessor reserves the right to conduct any of the above actions, at the Aviation Director's discretion, when in the opinion of same, additional or supplemental assessments are in Lessor's best interest. 17.07 Lessee, at Lessor's request, shall make available for inspection and copying, upon reasonable notice and at reasonable times, any or all of the non-privileged documents and materials Lessee has prepared pursuant to any environmental law or regulation, which may be retained by Lessor or submitted to any governmental regulatory agency; provided, such documents and materials relate to environmental regulatory compliance and pertain to the Airport or the Leased Premises. If any environmental law or regulation requires Lessee to file any notice or report of a release or threatened release of regulated materials on, under or about the Leased Premises or the Airport, Lessee shall promptly submit such notice or report to the appropriate governmental agency and simultaneously provide a copy of such report or notice to Lessor. In the event that any written allegation, claim, demand, action or notice is made against Lessee regarding Lessee's failure or alleged failure to comply with any environmental law or regulation, Lessee, as soon as practicable, shall notify Lessor in writing and provide same with copies of any such written allegations, claims, demands, notices or actions so made. 17.08 The parties to this Lease, including the tenants or sublessees who may enjoy a future right of occupation through Lessee, acknowledge a right and a duty in Lessor, exercised by the Aviation Director, to review safety and potential environmental impacts of any proposed operation, business, maintenance or other activity of the Lessee and its sublessees. To this end, said Director shall have authority to disapprove an activity of the Lessee and/or any sublessee not otherwise expressly permitted under this Lease, on the basis of a risk assessment. The parties understand that Leased Premises are not intended for use involving refining, processing, manufacturing, maintenance (not already required by the Minimum Standards), overhaul, or similar heavy industrial activities entailing use, storage, manufacture, or transport of critical volumes of regulated or hazardous materials or toxic chemicals. For purposes of this Lease, "critical volumes" are those which pose or may pose an unreasonable risk to Airport property, its occupants, employees or the traveling public. ARTICLE 18. SIGNS Any signs installed on the Leased Premises shall be submitted to the Aviation Director for approval prior to installation. Lessee shall neither erect signs nor distribute advertising matter upon Airport Premises, without the prior written consent of the Aviation Director. All signage must be in compliance with applicable City code standards and restrictions. Atlantic FBO Lease 8-27-13 FINAL Page 23 of 36 ARTICLE 19. REGULATIONS Lessee's officers, agents, employees, contractors, subcontractors, tenants and subtenants shall obey all rules and regulations promulgated by Lessor, its authorized agents in charge of the Airport, or other lawful authority, to insure the safe and orderly conduct of operations and traffic thereon. ARTICLE 20. QUALITY OF SERVICES Lessee shall, at all times, furnish good, prompt and efficient commercial aviation services, in compliance with the applicable Minimum Standards, adequate to meet demand for same at the Airport, furnish said services on a non-discriminatory basis to all users thereof, and charge non- discriminatory prices for each unit of sale or service; provided, however, that Lessee will be allowed to make reasonable and non-discriminatory discounts, rebates or other similar types of price reductions to volume purchasers. ARTICLE 21. TIME OF EMERGENCY During time of war or national emergency, Lessor shall have the right to lease the landing area or any part thereof to the United States for government use, and, if such lease is executed, the provisions of this Lease, insofar as they are inconsistent with those of the Government lease, shall be suspended. ARTICLE 22. SUBORDINATION OF LEASE & RIGHT OF RECAPTURE 22.01 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal or state funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold interest granted herein, Lessor shall not be held liable therefore, but, in such event, Lessee may cancel this Lease upon ten (10) days' written notice to Lessor. Notwithstanding the foregoing, Lessor agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, Lessor shall utilize its best efforts to give the maximum possible notice thereof to Lessee. Any portion of the Leased Premises recaptured from Lessee under this provision shall result in a proportionate abatement of rent as of the date the recapture is effectuated. 22.02 Lessor shall have the right to recapture any or all of the Leased Premises to the extent that such are necessary for the City's development, improvement, and or maintenance of the Airport's runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport layout plan. In the event of any such recapture, Lessee and Lessor shall execute a writing reflecting a corresponding adjustment to the Leased Premises and rent. ARTICLE 23. SECURITY 23.01 Lessee shall comply with all rules, regulations, statutes, orders, directives or other mandates of the United States or State of Texas, regarding Airport security requirements or measures. Additionally, Lessee shall comply with the Airport Security Program, as may be amended from time to time, a copy of which will be provided by Lessor to Lessee upon request. Atlantic FBO Lease 8-27-13 FINAL Page 24 of 36 Lessor reserves the right to require Lessee to install access control system(s) and/or surveillance cameras at all points of access from public areas to security-restricted areas. Airport security officials must be able to access, inspect and monitor such access control system(s) and/or surveillance cameras. 23.02 Lessee shall comply with all current and future mandates of the Transportation Security Administration, of successor agency, for background investigations of its personnel. 23.03 Lessee shall indemnify and hold harmless Lessor, its officers and employees from any charges, fines or penalties that may be assessed or levied by any department or agency of the United States or State of Texas, by reason of Lessee's failure to comply with any applicable security provision and/or requirement for compliance set forth herein. Lessee is responsible for payment of all such fines and penalties. ARTICLE 24. DEFAULT AND REMEDIES 24.01 Each of the following shall constitute an event of default by Lessee or its parent company, successor company or related company(ies): (a) Lessee shall fail to pay any rent as provided for in this Lease and such failure shall continue for a period of ten (10) days after receipt by Lessee of written notice thereof. (b) Lessee shall neglect or fail to perform or observe any of the terms, provisions, conditions or covenants herein contained, and if such neglect or failure should continue for a period of thirty (30) days after receipt by Lessee of written notice of same, or if more than thirty (30) days shall be required because of the nature of the default, if Lessee shall fail within said thirty (30) day period to commence and thereafter diligently proceed to cure such default. (c) Lessee shall become insolvent; take the benefit of any present or future insolvency statute; make a general assignment for the benefit of creditors; file a voluntary petition in bankruptcy or a petition or answer seeking a reorganization or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof; or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property. (d) An Order of Relief shall be entered, at the request of Lessee or any of its creditors, under federal bankruptcy, reorganization laws or any law or statute of the United States or any state thereof. (e) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Lessee and shall not be dismissed within thirty (30) days after the filing thereof. (f) Pursuant to, or under the authority of, any legislative act, resolution, rule, or any court, governmental, agency or board order or decree or officer, a receiver, trustee, or liquidator shall take possession or control of all or substantially all of the property of Lessee and such possession or control shall continue in effect for a period of fifteen (15) days. (g) Lessee shall become a corporation in dissolution or voluntarily or involuntarily forfeit its corporate charter. Atlantic FBO Lease 8-27-13 FINAL Page 25 of 36 (h) The rights of Lessee hereunder shall be transferred to, pass to or devolve upon, by operations of law or otherwise, any other person, firm, corporation or other entity, in connection with or as a result of any bankruptcy, insolvency, trusteeship, liquidation or other proceeding or occurrence described in Paragraphs c through g of this Section 24.01. (i) Lessee shall voluntarily discontinue its operations at the Airport for a period of ninety (90) consecutive days. (j) If Lessee sells, transfers or assigns this Lease to or is sold, transferred or assigned this Lease from any entity or organization that have an interest in any other FBO operating at the Airport. 24.02 In the event any default shall occur, Lessor then, or at any time thereafter, but prior to the removal of such condition of default, shall have the right, at its election, either to terminate this Lease and/or any sublease agreements that Lessee may have, by giving at least five (5) days written notice to Lessee, at which time Lessee will then quit and surrender the Leased Premises to Lessor, but Lessee shall remain liable as herein provided, or enter upon and take possession of the Leased Premises (or any part thereof in the name of the whole), without demand or notice, and repossess the same as of the Lessor's former estate, expelling Lessee and those claiming under Lessee, forcibly if necessary, without prejudice to any remedy for arrears of rent or preceding breach of Lease. 24.03 Lessor's repossession of the Leased Premises shall neither be construed as an election to terminate this Lease and/or any sublease agreements that Lessee may have nor shall it cause a forfeiture of rents or other charges remaining to be paid during the balance of the term hereof, unless a written notice of such intention be given to Lessee, or unless such termination is decreed by a court of competent jurisdiction. 24.04 Upon repossession, Lessor shall have the right, at its election, whether or not this Lease and/or any sublease agreements that Lessee may have shall be terminated, to relet the Leased Premises or any part thereof for such period(s), which may extend beyond the term hereof, at such rent and upon such other terms and conditions as Lessor may, in good faith, deem advisable. Notwithstanding any law or anything contained herein to the contrary, to the full extent permitted under applicable law, Lessee and Lessor agree that Lessor's duty to relet the Leased Premises or otherwise to mitigate damages hereunder shall be limited to those requirements set forth in the Texas Property Code, as amended. Lessor shall in no event be liable, and Lessee's and sub lessees' liability shall not be affected or diminished whatsoever, for failure to relet the Leased Premises, or in the event the Leased Premises are relet, for failure to collect any rental under such reletting, so long as the Lessor uses objectively reasonable efforts to comply with said Property Code. Lessor and Lessee agree that any such duty shall be satisfied and Lessor shall be deemed to have used objective reasonable efforts to relet the Leased Premises and mitigate Lessor's damages by: (a) posting a "For Lease" sign on the Leased Premises; (b) advising Lessor's lease agent, if any, of the availability of the Leased Premises; and (c) advising at least one (1) outside commercial brokerage entity of the availability of the Premises. 24.05 In the event that Lessor elects to relet, rentals received by same from such reletting shall be applied: first, to the payment of any indebtedness, other than rent due hereunder from Lessee under this Lease; second, to the payment of any cost of such reletting; third, to the payment of rent due and unpaid hereunder; and finally, the residue, if any, shall be held by Lessor and applied hereunder. Should that portion of such rentals received from such reletting Atlantic FBO Lease 8-27-13 FINAL Page 26 of 36 during any month, which is applied to the payment of rent hereunder, be less than the rent payable during that month by Lessee hereunder, then Lessee shall pay such deficiency to Lessor. Such deficiency shall be calculated and paid monthly. Lessee shall also pay to Lessor, as soon as ascertained, any costs and expenses incurred by Lessor in such reletting not covered by the rentals received from such reletting of the Leased Premises. 24.06 If Lessor shall terminate this Lease or take possession of the Leased Premises by reason of a condition of default, Lessee and those holding under Lessee, shall forthwith remove their goods and effects from the Leased Premises. If Lessee or any such claimant shall fail to effect such removal forthwith, Lessor may, without liability to Lessee or those claiming under Lessee, remove such goods and effects and store same for the account of Lessee or of the owner thereof at any place selected by Lessor, or, at Lessor's election, and upon giving fifteen (15) days' written notice to Lessee of date, time and location of sale, Lessor may sell the same at public auction or private sale on such terms and conditions as to price, payment and otherwise, as Lessor in its sole discretion may deem advisable. If, in Lessor's judgment, the cost of removing and storing, or of removing and selling any such goods and effects, exceeds the value thereof or the probable sale price thereof, as the case may be, Lessor shall have the right to dispose of such goods in any manner Lessor may deem advisable. 24.07 Lessee shall be responsible for all costs of removal, storage and sale, and Lessor shall have the right to reimburse the Airport from the proceeds of any sale for all such costs paid or incurred by Lessor. If any surplus sale proceeds remain after such reimbursement, Lessor may deduct from such surplus any other sum due to Lessor hereunder and shall pay over to Lessee any remaining balance of such surplus sale proceeds. 24.08 If Lessor shall enter into and repossess the Leased Premises as a result of Lessee's default in the performance of any of the terms, covenants or conditions herein contained, then Lessee hereby covenants and agrees that it will not claim the right to redeem or re-enter the said Premises to restore the operation of this Lease , and Lessee hereby waives the right, and the right of any party claiming through or under Lessee, to such redemption and re-entrance under any present or future law, and does hereby further, for any party claiming through or under Lessee, expressly waive its right, if any, to make payment of any sum or sums of rent, or otherwise, of which Lessee shall have made default under any of the covenants of the Lease and to claim any subrogation of the rights of Lessee under these presents, or any of the covenants thereof, by reason of such payment. 24.09 All rights and remedies of Lessor herein created or otherwise existing at law are cumulative, and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other. All such rights and remedies may be exercised and enforced concurrently, whenever and as often as deemed desirable. 24.10 If proceedings shall, at any time, be commenced for recovery of possession, as aforesaid, and compromise or settlement shall be effected either before or after judgment whereby Lessee shall be permitted to retain possession of the Leased Premises, then such proceeding shall not constitute a waiver of any condition or agreement contained herein or of any subsequent breach thereof or to this Lease. 24.11 Any amount paid or expense or liability incurred by Lessor for the account of Lessee may be deemed to be additional rental and the same may, at the option of Lessor, be added to any rent then due or thereafter falling due hereunder. Atlantic FBO Lease 8-27-13 FINAL Page 27 of 36 ARTICLE 25. HOLDING OVER It is agreed and understood that any holding over by Lessee or sub lessee, with Lessor's written consent, at sole discretion of Lessor, after the termination of this Lease, shall not renew and extend same, but shall operate and be construed as a tenancy from month-to-month, not to exceed six (6) months, upon all the terms and conditions set forth herein, except that rental shall be paid to Lessor by Lessee for all buildings on the Leased Premises at one hundred twenty- five percent (125%) the then current rents, fees and charges in effect as of the end of the primary term of this Lease or the ground rental rate established through appraisal. Lessee shall be liable to Lessor for all loss or damage resulting from such holding over against Lessor's will after the termination of this Lease, whether such loss or damage may be contemplated at this time or not. It is expressly agreed that acceptance of the foregoing rental by Lessor, in the event that Lessee fails or refuses to surrender possession, shall not operate to give Lessee any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by Lessor of its right to immediate possession thereafter. ARTICLE 26. ASSIGNMENT AND SUBLET 26.01 Lessee shall not transfer or assign this Lease or Lessee's interest in or to the Leased Premises, or any part thereof, without having first obtained Lessor's prior written consent, which may be given only by or pursuant to an ordinance enacted by the City Council of the City of Corpus Christi, Texas. Lessee may not assign or sublet this Lease to any other FBO operating at the Airport or to any entity or organization that has any financial, equity or ownership interest in any other FBO operating at the Airport. Notwithstanding the foregoing and for so long as any pledge or collateral assignment of Lessee's interest in the Lease shall be by instrument substantially in such form as shall have previously been approved by the City Council, the consent of Lessor to such pledge or collateral assignment may be given by Lessor acting by and through the Aviation Director. 26.02 Lessee shall not sublet the Leased Premises or any part thereof without having first obtained the Aviation Director's written consent, which will be granted in the Aviation Director's sole discretion, and co-signature to any sublease. Failure either to obtain Lessor's prior written consent or to comply with the provisions herein contained shall operate to prevent any such transfer, assignment or subletting from becoming effective. In the event Lessee requests permission to sublease, the request shall be submitted to the said Director prior to the effective date of the sublease requested, and shall be accompanied by a copy of the proposed sublease agreement(s) and of all agreement(s) collateral thereto. The identity of the sublessee, the area or space to be subleased, the rental to be charged, the type of business to be conducted, reasonable financial history and all other relevant information requested by said Director shall be specified. It is expressly understood and agreed that the storage of aircraft inside any hangar at the Leased Premises pursuant to what is commonly referred to as a "use and occupancy agreement" as part of the permitted FBO services offered at the Airport shall not constitute a sublease which would otherwise be subject to the terms and conditions of this section 26.02. 26.03 Should the subletting of the Leased Premises be approved by Lessor, however, Lessee agrees and acknowledges that it shall remain fully and primarily liable under this Lease, notwithstanding any such sublease and that any such sublessee shall be required to attorn to Lessor hereunder. 26.04 The receipt by the Lessor of rent from an assignee, subtenant or occupant of the Leased Premises shall not be deemed a waiver of the covenant in this Lease against assignment and Atlantic FBO Lease 8-27-13 FINAL Page 28 of 36 subletting or an acceptance of the assignee, subtenant or occupant as a tenant or a release of the Lessee from further observance or performance by Lessee of the covenants contained in this Lease. No provision of this Lease shall be deemed to have been waived by the Lessor, unless such waiver is in writing, signed by the Aviation Director. ARTICLE 27. FIRE AND OTHER DAMAGE 27.01 In the event the Premises shall be partially damaged by fire or other casualty through no fault of Lessee, Lessee shall give immediate notice thereof to Lessor and the same shall be repaired, at Lessor's expense, without unreasonable delay, unless Lessor determines that the damage is so extensive that repair or rebuilding is not feasible. From the date of such casualty until repair, monthly rents, fees and charges hereunder shall abate based on the proportion of the Premises destroyed, or rendered untenantable, bears to the total Premises; provided, however, that if said Premises shall be so slightly damaged in any such way so as to be rendered unusable, the rent hereunder shall not cease or be abated during any repair period. In the event that the damage to the Premises, by fire or other casualty, is so extensive that the Premises is rendered wholly unusable, and such damage to the Premises, in the exclusive judgment of Lessor, makes occupancy and use to be impractical, then at the option of the Lessor, and upon notice to Lessee, this Lease, as it applies to said Premises, shall cease, and the rent hereunder shall be apportioned and paid up to date of such damage. If Lessor elects to restore the Premises, Lessor shall notify Lessee of such intention within thirty (30) days of the date of the damage, otherwise the Lease, as applicable to said Premises, shall be deemed canceled and of no further force or effect. 27.02 Lessor's obligations to rebuild or repair under this Article shall, in any event, be limited to restoring said Premises to substantially the condition that existed prior to the commencement of improvements, if any, performed by Lessee and shall further be limited to the extent of the insurance proceeds available to Lessor for such restoration. Lessee agrees that if Lessor elects to repair or rebuild as set forth in this Article, then Lessee will proceed with reasonable diligence, at its sole cost and expense, to rebuild, repair and restore its improvements, signs, fixtures, furnishings, equipment and other items provided or installed by Lessee in or about the Leased Premises in a manner and to a condition at least equal to that which existed prior to the damage or destruction. ARTICLE 28. LAWS AND ORDINANCES Lessee agrees to comply promptly with all laws, ordinances, orders and regulations affecting the Leased Premises, including, but not limited to, those related to its cleanliness, safety, operation, security, environmental, use and business operations. Lessee shall comply with all Federal, State and local regulations concerning its operation on the Airport and shall indemnify and hold harmless Lessor, its officers and employees, from any charges, fines or penalties that may be assessed or levied by any department or agency of the United States, the State of Texas, or any other governmental agencies, or their successor agencies, with jurisdiction over the Airport by reason of Lessee's failure to comply with the terms of this Article or with any other terms set forth in this Lease . ARTICLE 29. TAXES AND LICENSES Lessee shall, at its sole cost and expense, pay on or before their respective due dates, to the appropriate collecting authority, all Federal, State and local taxes and fees, which are now or may hereafter be levied upon the Lessee, Leased Premises, the business conducted thereon or Atlantic FBO Lease 8-27-13 FINAL Page 29 of 36 upon any of Lessee's property used in connection therewith including, but not limited to, any possessory interest taxes. Lessee shall also maintain and provide to the City upon request, in current status, all Federal, State and local licenses and permits required for the operation of its business. ARTICLE 30. NONDISCRIMINATION &AFFIRMATIVE ACTION REGULATIONS 30.01 Any discrimination by Lessee, its sublessees, agents or employees, based on race, color, creed, sex, age, religion, national origin or handicap, in employment practices, use of or admission to the Leased Premises, is prohibited. 30.02 Lessee for itself, its heirs, representatives, successors and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that in the event facilities are constructed, maintained or otherwise operated on the Leased Premises, for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR pt 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. 30.03 Lessee for itself, its representatives, successors and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that: (a) no person, on the grounds of race, color, creed, sex, age, religion, national origin or handicap, shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, in the use of said facilities; (b) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, creed, sex, age, religion, national origin or handicap shall be excluded from participation, denied the benefits of, or otherwise be subjected to discrimination; and (c) that Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to 49 CFR pt 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. 30.04 Lessee agrees that it will comply with applicable statutes, Executive Orders and such rules as are promulgated by applicable state, federal or municipal agencies to assure that no person shall be excluded from participating in any activity conducted with or benefiting from Federal assistance on the basis of race, creed, color, national origin, sex age, or handicap. Lessee, is successors and assigns, shall be obligated to comply with the provisions of this Section 30.04 for the period during which Federal assistance is extended to the Airport during the Term of this Lease, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures of improvements thereon. In these cases, this Section 30.04 shall apply to Lessee, its successors and assigns, through the later of: (a) the period during which such property is used by Lessor, its successors and assigns for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which Lessor, its successors or assigns, retains ownership or possession of the Leased Premises. ARTICLE 31. WAGES and EMPLOYMENT Lessee shall pay at a minimum the prevailing wage for the applicable Corpus Christi, Texas job market to employees of its operations hereunder. All employees must be legally employable in the United States. Atlantic FBO Lease 8-27-13 FINAL Page 30 of 36 ARTICLE 32. FORCE MAJEURE If either party shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, war, terrorism, inability to procure materials, restrictive governmental laws or regulations or other cause, without fault and beyond the control of the party obligated (the financial inability of the party excepted), performance of such act shall be extended by a period equal to the period of such delay; provided, however, that nothing in this paragraph shall excuse Lessee from the prompt payment of any rental except as may be expressly provided otherwise in this Lease; and further provided that the party relying on this paragraph shall provide written notice to the other party notifying such other party of the force majeure event promptly after such force majeure event, and shall proceed with all diligence to complete the performance of the act upon the cessation of the force majeure event. ARTICLE 33. ATTORNEYS' FEES In the event that Lessor or Lessee brings an action under this Lease, each party shall be responsible for their own attorneys' fees incurred in the defense or prosecution thereof. ARTICLE 34. SEVERABILITY If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, it is the parties' intention that the remainder hereof not be affected. In lieu of each clause or provision that is illegal, invalid or unenforceable, the parties intend that there be added, as a part of this Lease, a clause or provision, as similar in terms to such illegal, invalid or unenforceable clause or provision, as may be possible, yet be legal, valid and enforceable. ARTICLE 35. AMENDMENT This Lease, together with its authorizing ordinance, constitutes the entire agreement between the parties. No amendment, modification or alteration of the terms of this Lease shall be binding, unless the same is in writing, dated subsequent to the date hereof and duly executed by the parties hereto. ARTICLE 36. NOTICES Notices to City provided for in this Agreement shall be sufficient if sent by registered or certified mail, postage prepaid, addressed to the Aviation Director, Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas 78406; and notices to Lessee shall be sufficient if sent by registered or certified mail, postage prepaid, addressed to: Louis Pepper, CEO Mercury Air dba Atlantic Aviation 6652 Pinecrest Dr., Suite 300 Plano, TX 75024 or to such other respective addresses as the parties may designate to each other in writing from time to time. Atlantic FBO Lease 8-27-13 FINAL Page 31 of 36 ARTICLE 37. RELATIONSHIP OF PARTIES Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers or any other similar such relationship, between the parties hereto. It is understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties hereto, creates a relationship other than one of Lessor and Lessee. ARTICLE 38. CUMULATIVE REMEDIES NO WAIVER- NO ORAL CHANGE The specific remedies of the parties under this Lease are cumulative and do not exclude any other remedies to which they may be lawfully entitled, in the event of a breach or threatened breach hereof. The failure of either party ever to insist upon the strict performance of any covenant of this Lease, or to exercise any option herein contained, shall not be construed as its future waiver or relinquishment thereof. Lessor's receipt of a rent payment, with knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach. Further, no waiver, change, modification or discharge by either party of any provision of this Lease shall be deemed to have been made or be effective, unless in writing and signed by the party to be charged. In addition to other remedies herein, the parties shall be entitled to an injunction restraining the violation, or attempted violation, of any of the covenants, conditions or provisions hereof, or to a decree compelling performance of same; subject, however, to other provisions herein. ARTICLE 39. CONFLICT OF INTEREST Lessee acknowledges that it is informed that the Charter of the City of Corpus Christi and its Ethics Code prohibit a City officer or employee, as those terms are defined in Section 2-312 of the Ethics Code, from having a financial interest in any contract with the City or any City agency such as city owned utilities. An officer or employee has a "prohibited financial interest" in a contract with the City or in the sale to the City of land, materials, supplies or service, if any of the following individual(s) or entities is a party to the contract or sale: a City officer or employee; his parent, child or spouse; a business entity in which the officer or employee, or his parent, child or spouse owns ten (10) percent or more of the voting stock or shares of the business entity, or ten (10) percent or more of the fair market value of the business entity; a business entity in which any individual or entity above listed is a subcontractor on a City contract, a partner or a parent or subsidiary business entity. Pursuant to the subsection above, Lessee warrants and certifies, and this contract is made in reliance thereon, that it, its officers, employees and agents are neither officers nor employees of the City. Lessee further warrants and certifies that is has tendered to the City a Discretionary Contracts Disclosure Statement in compliance with the City's Ethics Code. ARTICLE 40. GENERAL PROVISIONS 40.01 Incorporation of Exhibits. All exhibits referred to in this Lease are intended to be and hereby are specifically made a part of this Lease. EXHIBIT 1: Leased Premises EXHIBIT 2: November 18, 2011 Appraisal EXHIBIT 3: PGAL Structural Report Atlantic FBO Lease 8-27-13 FINAL Page 32 of 36 EXHIBIT 4: Deferred Maintenance Items and Budget EXHIBIT 5: Fees and Charges 40.02 Incorporation of Required Provisions. Lessor and Lessee incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency. 40.03 Nonexclusive Rights. It is understood and agreed that nothing herein contained shall be construed to grant to Lessee any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act, as amended, for the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, Lessee shall have the right to exclusive possession of the Leased Premises. 40.04 Removal of Disabled Aircraft. Lessee shall promptly remove any disabled aircraft that is in the care, custody, or control of Lessee from any part of the Airport (other than the Leased Premises) (including, without limitation, runways, taxiways, aprons, and gate positions) and place any such disabled aircraft in such storage areas as may be designated by the Aviation Director. Except as to aircraft subject to bailment and/or for which Lessee is owed money from a customer, Lessee may store such disabled aircraft only for such length of time and on such terms and conditions as may be established by Lessor. If Lessee fails to remove any of disabled aircraft promptly, the Aviation Director may, but shall not be obligated to, cause the removal of such disabled aircraft, provided, however, the obligation to remove or store such disabled aircraft shall not be inconsistent with federal laws and regulations and Lessee agrees to reimburse Lessor for all costs of such removal, and Lessee further hereby releases Lessor from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by Lessor unless caused by the negligence or recklessness of Lessor. 40.05 Airport Access License/Permit. Lessor reserves the right to establish a licensing or permit procedure for vehicles requiring access to the Airport operational areas and to levy directly against Lessee or its suppliers a reasonable regulatory or administrative charge (to recover the cost of any such program) for issuance of such Airport access license or permit. 40.06 Compliance with 14 CFR pt 77. Lessee agrees to comply with the notification and review requirements covered in Part 77, Title 14, Code of Federal Regulations, FAA Regulations, in the event future construction of a building is planned for the Leased Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Leased Premises. 40.07 Reservations re: Airspace and Noise. There is hereby reserved to Lessor, its successors, and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises. 40.08 Inspection of Books and Records. Each party hereto, at its expense and on reasonable notice, shall have the right from time to time to inspect and copy the books, records, and other data of the other party relating to the provisions and requirements hereof, provided such inspection is made during regular business hours and such is not prohibited by the U.S. Government. Atlantic FBO Lease 8-27-13 FINAL Page 33 of 36 40.09 Independent Contractor. Lessee is not an employee or agent of City by reason of this Lease, or otherwise. Lessee shall be solely responsible for its acts and omissions arising from or relating to its operations or activities at Airport, or lease of property herein. 40.10 Authority of Agreement. Lessee warrants and represents that it has the right, power, and legal capacity to enter into, and perform its obligations under this Lease, and no approvals or consents of any persons are necessary in connection with it. The execution, delivery, and performance of this Lease by the undersigned Lessee representatives have been duly authorized by all necessary corporate action of Lessee, and this Lease will constitute a legal, valid, and binding obligation of Lessee, enforceable in accordance with its terms. 40.11 Authority of the Aviation Director. The Aviation Director shall administer this Lease on behalf of Lessor. Whenever this Lease calls for approval by Lessor, such approval shall be evidenced, in writing, by either the Aviation Director or the City Manager of the City of Corpus Christi or his designee. In no event shall this language be considered a waiver by Lessee to object to decisions by the Aviation Director which it considers to be arbitrary, capricious or inconsistent with any express obligations to act reasonably set forth herein. 40.12 Consent. Unless stipulated otherwise herein, whenever the consent or approval of either party hereto is required or authorized hereunder, such consent or approval shall not be unreasonably withheld, unreasonably conditioned, or unreasonably delayed. 40.13 Net Agreement. It is the intent and purpose of the City and Lessee that all rental payable by Lessee herein shall be absolutely net to the City so that this Lease shall yield to City the entire rent specified, in each year of this Lease, free of any charges, assessments, impositions or deductions of any kind or character which may be charged, assessed, or imposed on or against Lessee or the Leased Premises, without abatement, deduction or set-off by Lessee. 40.14 Noise Control. Lessee, for itself and each of its officers, representatives, agents, employees, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers shall not conduct any operation or activity on the Leased Premises, or elsewhere at Airport, in which the sound emitting therefrom is of such volume, frequency or intensity at such time as to constitute a nuisance. The Aviation Director shall have the sole and exclusive authority to determine what constitutes a nuisance under the provisions of this Lease Agreement except that operations and activities having noise levels not in violation of federal, State, or local governmental standards shall not be deemed a nuisance. 40.15 Time is of the Essence. Time shall be of the essence in complying with the terms, conditions and provisions of this Lease. 40.16 Vehicular Parking. Vehicular parking in the areas included in the Leased Premises shall be restricted to parking directly related to Lessee's operations on the Leased Premises by Lessee, its officers, representatives, agents, employees, guests, patrons, volunteers, contractors, subcontractors, licensees, and suppliers. Access to vehicular parking areas within the Leased Premises shall be coordinated through the Airport's overall parking management program. ARTICLE 41. AUDIT Lessee shall keep complete and accurate accounts, records and books pertaining to the lease of the Leased Premises and FBO services rendered in connection with the permitted uses Atlantic FBO Lease 8-27-13 FINAL Page 34 of 36 under this Lease, including all expenses, costs and expenditures for the Leased Premises and other information reasonably necessary or pertinent to determine the amounts due and payable under this Lease. Such records may be kept by Lessee at its local office or at the management office for the Leased Premises for seven (7) years after each annual financial statement has been delivered to Lessor. Such books and records shall be made available to the City and its agents (or copies shall be furnished at the City's request) at all times, on not less than five (5) Business Days' notice, during regular business hours for examination and audit. If such books and records are located outside the City of Corpus Christi, Lessee shall make them available to the City within the City of Corpus Christi. If the results of such examination by the City establish a deficiency in Proceeds Rent payable to the City, Lessee shall within ten (10) days' pay to the City the deficiency. In the event that a deficiency in such Proceeds Rent of five percent (5%) or more is established for any calendar year, Lessee shall pay the full cost of any examination requested by the City if Lessee is responsible for such deficiency, and Lessee shall also pay interest at the Default Rate on said deficiency in Proceeds Rent from the time it should have been paid until the date paid. The inspection on behalf of the City may be made by an officer, employee or other designee of the City. Lessor shall have the right during each calendar or fiscal year to authorize an audit of Lessee's records pertaining to its operation on the airport. Such audits shall be undertaken by the Lessor's staff or a firm of certified public accountants, satisfactory to Lessor. Except with respect to an audit of Proceeds Rent as set forth above, the cost of such audit shall be paid by Lessor, unless the results of such audit reveal a discrepancy of more than three percent (3%) between the amounts that should have been paid under this Lease and the amounts actually paid during any calendar or fiscal year. In case of such discrepancy, the full cost of the audit shall be paid by Lessee. Any additional auditing expense resulting from Lessee's inability or refusal to provide records as required by the auditor shall be paid by Lessee. The Lessee shall forthwith pay to the Lessor the full amount of fees due based upon the results of the audit if a discrepancy exists. This amount shall be paid within thirty (30) days of written notice by Lessor. ARTICLE 42. MOST FAVORED NATION CITY covenants and agrees not to enter into any agreement with any FBO which (i) makes substantially similar use of the Airport as set forth in Article 4 herein, and (ii) utilizes substantially similar facilities to that of Lessee, which contains more favorable terms than this Lease, or to grant to any such FBO rights or privileges with respect to the Airport which are not afforded to Lessee hereunder unless substantially the same terms, rights, privileges and facilities are concurrently made available to Lessee. ARTICLE 43. PARTIES BOUND This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted hereby. ARTICLE 44. TEXAS LAW TO APPLY All obligations under this Lease are performable in Nueces County, Texas, and shall be construed pursuant to the laws of the State of Texas, except where state law shall be preempted by any rules, laws or regulations of the United States. Atlantic FBO Lease 8-27-13 FINAL Page 35 of 36 i ARTICLE 45. GENDER Words of either gender used in this Lease shall be held and construed to include the other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. ARTICLE 46. CAPTIONS The captions of the provisions contained herein are for convenience in reference and are not intended to define, extend or limit the scope of any provision of this Lease. ARTICLE 47. ENTIRE AGREEMENT This Lease comprises the final and entire agreement, including all terms and conditions thereof, between the parties hereto, and supersedes all other agreements, oral or otherwise, regarding the subject matter hereof, none of which shall hereafter be deemed to exist or to bind the parties hereto. The parties intend that neither shall be bound by any term, condition or representation not herein written. IN WITNESS WHEREOF, the undersigned have duly executed this Lease as of the dates set forth below. CITY/LESSOR: LESSEE: CITY OF CORPUS CHRISTI MERCURY AIR CENTER—CORPUS CHRISTI, INC., dba ATLANTIC AVIATION By: By:'� Ronald L. Olson, City Manager L&19 Pepper, CE Date: Date: Atlantic FBO Lease 8-27-13 FINAL Page 36 of 36 0 E c < no 10 Z 0 ................ �7- It-4 Lij V5 > 4i c Ln ca LU x Z W LU U-1 (D Ln ...... ............. EEO c 51 .............. ............. m LL C5 .. .. ..... ....... .. . .... .. .. 0 . ........... ..... > z < D co �O 8 s 8 49 NO 11 IC04 d CD ci d d r,4 d ci LU r 1 52 3 r4 0 0 Exhibit 2 Aviation Management consulting Group bummer A rival Report City of Corpus Christi Corpus Christi International A * ort IT WEST GENERALAvIATIoN FAcuTy EAST GENERALAvIATIoN FAcIL17Y IMPROVED AND UNimpRovED LAND November 18, 2011 SUMMARY APPRAISAL REPORT Of. West General Aviation Facility East General Aviation Facility Improved and Unimproved Land 1000 International Drive Department of Aviation Corpus Christi, Texas 77406 Prepared For: Mr. Enrique H. Castillo Assistant Director of Aviation Corpus Christi International Airport 1000 International Drive Department of Aviation Corpus Christi, Texas 77406 Prepared By: David C. Benner Associate Consultant Aviation, Management Consulting Group, Inc. 9085 East Mineral Circle, Suite 315, Centennial, Colorado, 80112-3499 Consultant Robert D. Decker, MAI Decker Associates, Inc. 1950 W. Littleton Boulevard, Suite 115 Littleton, Colorado, 80120-2000 Appraiser Date of Report: November 18, 2011 Date of Value: August 11, 2011 1`1z" , ", Aviation Management Consulting Group November 18, 2011 Mr. Enrique H. Castillo Assistant Director of Aviation Corpus Christi International Airport 1000 lnternationall Drive Department of Aviation Corpus Christi, Texas 77406 RE: Summary Appraisal Report West General Aviation Facility East General Aviation Facility Improved and Unimproved Land Corpus Christi International Airport Dear Mr. Castillo: In accordance with your request and authorization, this writing transmits our summary appraisal report for the above referenced properties (hereinafter referred to as the "Subject Properties"). The purpose of this assignment is to determine the market value and the market rent for the West General Aviation Facility (WGA) and the East General Aviation Facility (EGA) and to determine the market rent for certain parcels of improved and unimproved land located at Corpus Christi International Airport (Airport). The Subject Properties consists of the land and improvements, (Hangar, General Aviation Terminal Building, Office— associated with Hangar, Storage — associated with Hangar, Apron, Vehicle Parking, and Fuel Storage Facilities), currently being leased by Atlantic Aviation and Signature Flight Support from the City of Corpus Christi (City) and certain parcels of land (identified as B1, C1, and C2 areas) which are currently available for lease at the Airport. This summary appraisal report was prepared in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP) as set forth by the Appraisal Foundation in accordance with the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute,, In addition, this summary appraisal report has been prepared in conformance with Federal Aviation Administration (FAA) requirements. As a result of the analysis conducted and based upon our experience in the field of real property valuation, an opinion of market value of the Subject Properties, as the date of valuation and cointingent to the attached Limiting Conditions and Certifications, has been derived, as follows: 9085 East Mineral Circle, Suite 315 M Centennial, Colorado 80112 E Phone 303 792 2700 0 Fcv�333 792 2751 Mr. Enrique HI. Castillo November 18, 2011 Page 2 "As Is"' Value (August 11, 2011) West General Aviation Facility $3,750,00,0 East General Aviation Facility $3,500,000 The market rental rates (by component) for the Subject Properties are conveyed in the Executive Summary. The following summary appraisal report contains the descriptive data and analyses upon which our opinion was predicated. Should you have any questions concerning the contents of this report, please feel free to call us. Thank you for the opportunity to serve you. Respectively submitted, David C. Benner Robert D. Decker, MAI Associate Consultant Decker Associates, Inc. Aviation Management Consulting Group, Inc. Texas Temporary Permit No. TX-2528 Consultant Appraiser 9085 East Mipierol Circle, Suite,315 m Centennial, Colorado 8'0112 m Phone 30 3 792 2700 im Fax 303 792 2,751 Aviation Management Consulting Grwmo TABLE OF CONTENTS [ CERTIFICATIONS......................................................................................... _............. iii [L LIMITING AND CONTINGENT CONDITIONS............................................................ iv []L EXECUTIVE SUMMARY............................................................................................. 1 A. Market Value — West General Aviation Facility ........................................ i B. Market Value— East General Aviation Facility (EGA) .............. 1 C. Market Rent— Subject Properties ---__—_—__—_—_--_---....--_ 2 D. Definitions .................................................................................................................. 4 E. Subject Properties— Identification Map...................................................................... 5 IVINTRODUCTION..................................... ~,~..................................................... _---- 6 A. Intended Use and Intended User of the Appraisal................................................ 6 B. Definition of Market Value................... ................................................................ 6 C. Definition of Market Rent _----------_-------------_—_ 6 D. Property Rights Appraised .................................................................................... 7 E. Scope of the Appraisal ......................................................................................... 7 F. Date of Report and Value.................................................... — .......................... 8 G. Area 0f Influence......-- ....... ------.-- ..................................... ............ 8 1. Community Overview..... ................................................................................ 8 2. Population ................ ................... ............................................................. 9 3. Residential Real Estate................................................................................. 9 4. Resale Housing............................................................................ —......... 10 5. COn0nle[Ciad Real Estate ................................. ............................................ 11 6. Employment ...... -- ........... ..... ............ .................................... .......... 12 7. Port Of Corpus Christi........................................................................................... 13 8. Tourism ............................................................................................................. 14 9. Climate.............................. ......................................................................... 14 10. Utilities ...................................................................--__—_................... 14 V. AIRPORT OVERVIEW............................................................................................... 15 A. Airport Description....................................................................................................... 15 B. Aircraft [) ns —_—.---__-----._.'..~__...._.—..—_--- 15 C. Based Aircraft.............................................................................................................. 16 D. Fuel Volumes............................................................................................................. 17 E. Commercial Operators......................................................................................... 18 F. Non-Commercial Aeronautical Tenants ........................................ ........ ......... 19 G. Non-Aeronautical Tenants........................................................................................ 19 H. Z0ning _ ............. .............................................................................................. 19 1. Zoning Map ................................................................................................ 20 K. Assessor's Data ................................................................................................. . 20 VI. SUBJECT PROPERTIES .............................................................................................. 21 A. History of Property/Owner QfRecond ----_-------------_--.. 21 B. Legal Description ---............. _—__---...................... --..................... 21 C. Property Description.................................................................................................... 2i D. Description 8fthe Subject Properties__----_-------_---___.. 34 Summary Appraisal Report | City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group TABLE OF CONTENTS 1. Non-Aeronautical Improved Land................................................................... 24 2. Non-Aeronautical Unimproved Land .......................................................... 24 3. Aeronautical Improved Land .......................................................................... 25 4. Aeronautical Unimproved Land........... ..................... .......................... 25 5. Hangar........................................................................................................... 26 6. General Aviation Terminal Building.................. ......................................... 27 7. Office (associated with Hangar)..... ..................................................... 28 8. Storage (associated with Hangar).............................................................. 29 9. Apron (Asphalt and Concrete) ......___ .._............................................... 30 10. Vehicle Parking (Asphalt and Concrete) .,,......................................................... 31 11. Fuel Storage Facilities................................................................................... 31 VII. HIGHEST AND BEST USE........................................................................................... 33 A. Physically Possible Uses............................... ...._.... ......................................... 33 B. Legally Permissible ....... ........ .............................................................................. 33 C. Financially Feasible and Most Profitable Uses................................_............__ 34 D. Highest and Best Use - As Vacant........................................................................ 34 E. Highest and Best Use - As Improved ............. .................................................... 34 VIII. VALUATION ............................................................................................................... 35 A. Introduction .............................................. ...................................................... 35 1. Ground Leasehold Analysis .......... ............. ....... ..................................... 36 BCost Approach ............. ....................................................................................... 36 1. Replacement Cost of Improvements.......................................................... 36 2. Estimate of Accrued Depreciation........._... ............................................. 37 3. Cost Approach Summary.......................................... .................................. 40 CIncome Approach ......... .................................................................................. 42 1. Rental Discussion ............................................... .................................. 42 2. Study Findings ..................__........................................................................ 43 3. Market Rent Summary............................................................................... 48 4. Vacancy and Collection Loss....................................................................... 62 5. Expense and Reserves......I­............ ..................................I....I................... 62 6, Overall Capitalization Rate............................................................................ 63 7. Income Approach Summary................................. ..................................... 64 D. Reconciliation, and Final Market Value Estimate ................ ........... .................. 66 E. Prospective Marketing and Exposure Time...................................... ..............1­1 67 IX. APPENDIX.................................................................................................................... 68 A. Mathematical Definitions...................... ............................................. ......... ..... 68 B. Subject Properties— Identification Map.............__.... ......................................... 69 C. Subject Properties — Component Identification Map ........................ ................. 70 D. Subject Properties — Photographic Survey................ ......... .............................. 72 E. Subject Properties— Metes and Bounds Descriptions ....................................... 96 F. Consultant/Appraiser Qualifications .... .......................................................... 99 Summary Appraisal Report ii City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consuiting Group CERTIFICATIONS 1. CERTIFICATIONS We certify that, to the best of our knowledge and belief .. - the appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or approval of a loan. - we did not base (either partially or completely) and/or estimate value predicated upon the race, color, religion, sex, handicap, familial status, health or national origin of the present or prospective owners, occupants or users of the Subject Properties, or of the present or prospective owners, occupants or user of the properties in the vicinity of the Subject Properties. - the statements of fact contained in this report are true and correct. the reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and represent our personal, impartial, unbiased professional analyses, opinions, and conclusions. we have no present or prospective interest in the Subject Properties and we have no personal interest with respect to the parties involved. we have no bias with respect to the Subject Properties or to the parties involved with this assignment. our engagement in this assignment was not contingent upon developing or reporting predetermined results. our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. our analyses, opinions, and conclusions were developed and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice. Robert D. Decker(Appraiser)and David Benner(Consultant) have made personal inspections of the Subject Properties. as of the date of this ireport Robert D. Decker, MAI has completed the voluntary requirements under the continuing education program of the Appraisal Institute. - we have not performed previous appraisal services related to these Subject Properties. - the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. - the following opinion of value has been derived for the Subject Properties as of August 11, 2011 "As Is"Value (August 11, 2011)—West General Aviation Facility $3,750,000 "As Is"Value (August 11, 2011) — East General Aviation Facility $3,500,000 David C. Benner Robert D. Decker, MAI Associate Consultant Decker Associates, Inc. Aviation Management Consulting Group, Inc. Texas Temporary Permit No. TX-2528 Consultant Appraiser Summary Appraisal Report iii City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group LIMITING AND CONTINGENT CONDITIONS 11. LIMITING AND CONTINGENT CONDITIONS This report is made expressly subject to the following conditions and stipulations: 1 Our compensation is not contingent upon the reporting of a predetermined value that favors the cause of the client, the amount of value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event, and the appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or approval of a loan. 2. This report is made for the client to whom it is addressed and is delivered to the client on the condition that it is to be used by said client only for the purpose stated in the report. No reliance is to be placed on this report for any other purposes nor shall it be published, distributed or shown to other parties except to the party to whom,the report is addressed. 3. No responsibility is assumed for matters legal in character. We render no opinion as to the title, but assume that it is marketable. The Subject Properties are appraised as though free and clear of all liens and encumbrances, except as otherwise indicated. Management and ownership are presumed to be competent and responsible. 4. All drawings, diagrams, and photographs in this report are included to assist the reader in visualizing the Subject Properties. These drawings do not represent the product of any professional survey performed by us or any other individual or firm. We are not professional engineers; therefore, we have not completed any engineering survey of the Subject Properties nor are we reporting on structural adequacy, 5. No right to expert testimony, attendance in court, or publication is indicated with possession of this report. We will be available for expert testimony in court at the request of the client at a rate of $200.00 per hour (for Robert Decker, Appraiser) and $180.00 per hour (for David Benner, Consultant)plus incidental (out-of-pocket)expenses. 6. We have no present or contemplated future interest in the Subject Properties, 7. The property information included in this report was provided by the client and assumed to be correct. Market data is based upon information reported by lessors and sellers, lessees and buyers, and/or by other people knowledgeable about the individual transactions. Since not all transactions are reported and some information may be incorrect, the available information may not accurately reflect the status of the market. 8. Our opinion assumes that the existing improvements comply with building and zoning codes of the municipality in which it is located, unless otherwise noted. 9. In the current market, real estate price levels for income-producing properties are dictated by the present value of future expectations. Under the circumstances, appraisers must quantify market estimates which are, by their character, imprecise. Property earnings and financial estimates contained in this report represent our informed judgment as to present and anticipated imarket trends as of the date of value. Any aberrations and/or dramatic changes in segments of the local and national economy may impact the property's capacity to generate the earnings set forth herein with a concomitant impact on value, 10. This analysis assumes the Subject Properties are free of hazardous materials and toxic wastes. The presence of hazardous materials or toxic wastes on the Subject Properties can substantially impact value. A variety of materials, including chemicals, metals and minerals, has been determined to be hazardous or toxic under local. state and!/or federal laws and regulations and can be required to be specially handled and removed from the Subject Properties at the expense of the property owner. Certain materials which may have been used in the construction of the premises or in building components may be hazardous. Asbestos, for example, can be hazardous and has been included in a number of building components such as fire proofing, insulation, linoleum, floor tiles, ceiling panels and acoustical ceiling coatings. Summary Appraisal Report iv City of Corpus Christi, Corpus Christi International Airport(111181201'1) Aviation Managernent Consulting Group LIMITING AND it CONDITIONS Appraisers are not experienced in identifying potential toxic waste and hazardous material problems nor estimating the cost of resolving such problems. In order to identify the nature and extent, if any, of toxic waste and hazardous material problems, of the Subject Properties, the appropriate experts should be selected and retained. 11. Except as noted, this analysis assumes the land to be free of adverse soil conditions which would prohibit development of the Subject Properties to highest and best use. We assume no liability as to the soils condition of the Subject Properties. This analysis is of surface rights only, and no analysis has been made of the value of subsurface rights, if any. 12. The United States, Congress has enacted the Americans with Disabilities Act, Among other things, this act is intended to make many business establishments equally accessible to persons with a variety of disabilities; modifications to real property may be required. State and local laws also may mandate changes. We are not qualified to advise you as to what, if any, changes may be required now, or in the future. As such, you should consult your attorneys and qualified design professionals for information regarding these matters. We cannot determine which attorneys or design professionals have the appropriate expertise in this area for your needs. Therefore, unless otherwise stated herein, this report and any estimate of value or other evaluation contained herein does not include any allowance for any cost which may be necessary now, or in the future, to bring the Subject Properties into compliance with the requirements, if any, of the Americans with Disabilities Act, 13. We assume that all the building systems, including electrical, mechanical, and plumbing, are in good operating condition. We have not inspected these systems nor are we qualified to comment on the condition of the systems. An expert in these fields should be retained for an inspection. Except as otherwise noted in this report, the Subject Properties are appraised as though there are no structural, mechanical or other defects or problems associated with it. 14. Neither all nor any part of this report (nor any findings, opinions, and/or conclusions contained in this report) shall be disseminated to the news media or to the general public without prior written consent and approval of the authors of this report. 15. Only the subject real estate was appraised. No personal property was included or appraised. The going-concern value of the business was not included or appraised, Summary Appraisal Report v City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group EXECUTIVE SUMMARY Ill. EXECUTIVE SUMMARY' Subject Properties: West General Aviation Facility (WGA) East General Aviation Facility (EGA) Improved and Unimproved Land Corpus Christi International Airport 1000 International Drive Corpus Christ, Texas 77406 Date of Report: November 18, 2011 Date of Value: August 11, 2011 Zoning: IH,, Heavy Industrial, City of Corpus Christi A. Market Value—West General Aviation Facility (WGA) Improvement Description: Consists of Aeronautical Improved Land (Commercial), Hangar, General Aviation Terminal Building, Office (associated with Hangar), Storage (associated with Hangar), Concrete Apron, Asphalt and Concrete Vehicle Parking, and a Fuel Storage Facility Highest and Best Use: As Vacant: Aeronautical Use As Existing: Commercial Aeronautical Use (aviation business) Market Value Indication: "As Is" Cost Approach (rounded): $4,250,000 Income Approach (rounded): $3,500,000 Final Conclusion (rounded) $3,750,000 B. Market Value — East General Aviation, Facility (EGA) Improvement Description: Consists of Aeronautical Improved Land (Commercial), Hangar, General Aviation Terminal Building, Office (associated with Hangar), Storage (associated with Hangar), Asphalt Apron, Asphalt and Concrete Vehicle Parking, and a Fuel Storage Facility Highest and Best Use: As Vacant: Aeronautical Use As Existing: Commercial Aeronautical Use (aviation business) Market Value Indication: "As Is" Cost Approach (rounded): $2,,500,000 Income Approach (rounded): $4,250,000 Final Conclusion (rounded) $3,,500,000 This Executive Summary represents only a portion of this summary appraisal report and is invalid outside the context of the entire document. Summary Appraisal Report City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group EXECUTIVE, SUMMARY C. Market Rent— Subject Properties Improvement Description: Consists of Aeronautical Improved Land (Commercial and Non-Commercial), Aeronautical Unimproved Land (Commercial and Non-Commercial), Non-Aeronautical Improved Land (Commercial and Non-Commercial), Non- Aeronautical Unimproved Land (Commercial and Non- Commercial), Hangar, General Aviation Terminal Building, O ice (associated with Hangar), Storage (associated with Hangar), Asphalt and Concrete Apron, Asphalt and Concrete Vehicle Parking, and Fuel Storage Facilities Market Rent Conclusion: The following table conveys the recommended market rent for each component of the Subject Property. 11 ,ps 19 9' ' 11 131-1 219,465 $0.080 B1-2 248,851 $0.080 131-3 476,988 $0.1010 B11-4 244,475 $0.120 B1-5 383,583 $0,110 Non-Aeronautical improved Land 131-6 511,,479 $0.100 131-7 46,310 $0.120 131-8 359,518 $0,100 131-9 190,,177 $0.100 B1-10 231,820 $0.120 B1-13 355,245 $0.110 B1-15 315,388 $0.110 C1-2 184,292 $0.060 C14 285,,412 $0.050 C1_6 258,830 $0,050 C1-8 160,,057 $0.050 C1_10 351,,656 $0.050 Non-Aeronautical Unimproved Land C1-12 259,,889 $0,050 C1-14 360,505 $0.050 C2-2 262,,725 $0.050 C2-4 258,655 $0.050 C2-6 256,669 $0.050 C2-8 242,,385 $0.050 0—200,000 SF $0.275 200,000— 1,000,0100 SF $0.250 Greater than 1,000,000 SF $0.225 B1-11 251,244 $0.250 Aeronautical Improved Land B1-12 546,039 $0,250 (Commercial) B1-14 78,358 $0.275 B1-16 1,149,553 $0.225 B1-17 74,565 $0.275 WGA Undeveloped Land 170,087 $0.3010 EGA Undeveloped Land 140,048 $0.300 Summary Appraisal Report 2 City of Corpus Christi, Corpus Christi International!,Airport(1111812011) Aviation Management Consulting Group EXECUTIVE SUMMARY 1 0—200,0100 SF $0.300 200,000— 1,000,000 SF $0.275, Greater than 1,000,0100 SF $0.250 Aeronautical Improved Land B1-11 251,244 $0.275 (Non-Commercial) B1-12 546,039 $0.275 B1-14 78,358 $0.300 61-16 1,149,5,53 $0.250 B1-17 74,565 $0,300 0—200,000 SF $0.175 200,000— 11,000,000 SF $0.150 Greater than 1,000,000 SF $0.125 C1_1 231,392 $0.150 C1-3 388,058 $0,150 C1_5 399,154 $0.150 Aeronautical Unimproved Land C1-7 394,432 $0.150 (Commercial) C1_9 389,710 $0.150 C1_11 384,988 $0.150 C1-13 380,266 $0.1150 C2-1 480,951 $0,150 C2-3 208,588 $0.150 C2-5 267,870 $0.150 C2-7 209,262 $0.1'50 0-200,000 SIF $0,200 200,000—1,000,000 SF $0.175 Greater than 1,000,0010 SF $0.150 C1_1 231,392 $0.175 C11-3 388,058 $0,175 C1-5 399,154 $0.175 Aeronautical Unimproved Land C1-7 394:,432 $0.175 (Non-Commercial) C1_9 389,710 $0.175 C1_11 384,988 $0.175 Cl-13 380,266 $0.175 C2-1 480:,951 $0.175 C2-3 208,588 $0.175 C2-5 267,870 $0.175 C2-7 209,262 $0.175 WGA H-1 14,000 SF $1.500 WGA H-2 14,000 SF $1.500 WGA H-3 11,500 SF $1.650 Hangar WGA H-4 13,325 SF $,1.350 EGA H-1 25,600 SF $1.650 EGA H-2 15,000 SF $1.500 EGA H-3 30,800 SF $1,650 EGA H-4 5,000 SF $1.650 General Aviation Terminal Building WGA OF-1 3,105 SF $6.000 EGA OF-1 4,900 SF $6.000 WGA OF-2 4,680 SF $5.65,0 WGA OF-3 2,300 SF $6.250 WGA OF-3 2,300 SF $6.250 Office(associated with Hangar) EGA OF-2 2,500 SF $6.250 EGA OF-3 5,000 SF $5.650 EGA OF-4 5,0100 SF $5.650 EGA OF-5 5,700 SF M650 EGA OF-6 2,000 SF $6.250 Summary Appraisal Report 3 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management consulting Group EXECUTIVE SUMMARY Storage(associated with Hangar) WGA OF-2 4,680 SF $1.250 EGA OF-5 1,900 SF Asphalt Apron EGA Apron 354,765 SF $0.325 Concrete Apron WGA Apron 466,514 SF $0350 WGA Apron— FSF 11,246 SF Asphalt Vehicle Parking WGA Vehicle Parking 56,543 SF $8.333 EGA Vehicle Parking 39,500 SF Concrete Vehicle Parking WGA Vehicle Parking 5,280 SF $0.300 EGA Vehicle Parking 47,266 SF Fuel Storage Facility WGA FSF 24,000 gallon Jet Fuel $0.750 10,000 gallon Avgas 500 gallon Unleaded EGA FSF 36,000 gallon Jet Fuel $0,750 12,000 giallon Avgas 2,000 gallon Unleaded 2,000 gallon Diesel All rental rates(excluding the Fuel Storage Facility)are"per square foot per year' (psf/yr) Rental rates for the Fuel Storage Facility are"per gallon of capacity per year"(pg/yr) D. Definitions Aeronautical Improved Land, Airport land having access (airside and landside) and utilities to the property boundary. Aeronautical Unimproved Land, Airport land without access (airside or landside) or without utilities to the property boundary Commercial,, An activity undertaken with the intent to generate and/or secure earnings, income, or compensation (including exchange or barter of goods or services), and/or profit, whether or not such objectives are accomplished. Itinerant, Aircraft operations terminated at the Airport which (1) arrive from outside the Airport area or (2) depart the Airport and leave the Airport area. Igggi, Aircraft operations which (1) remain in the local traffic pattern, (2) execute simulated instrument approaches or low passes at the Airport, or (3) operate to or from the Airport and a designated practice area within a 20 mile radius of the Air Traffic Control Tower. Non-Aeronautical Improved Land, Airport land having landside access and utilities to the property boundary, but no airside access. Non-Aeronautical Unimproved Land, Airport land without landside access or utilities to the property boundary and no airside access., Non-Commercial, An activity undertaken for a purpose other than securing earnings, income, compensation (including exchange or barter of goods or services), and/or profit. Undeveloped Land, Airport land which is currently under lease without improvements constructed upon the land. Summary Appraisal Report 4 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group EXECUTIVE SUMMARY E. Subject Properties Identification,Map �a CORPUS chius C 'GIfS 31LCirLAIRI-X)Wf A ATTAO t I t .A r {'"'" VI�t.1r1 ai'r pJS�,p1.1iTY'a vk 1°JSS ti�"N "'"' "^/, CG6"Y`t:'I 5;1)0.91:3(�8dR13'4E ••• Summary Appraisal Report 5 City of Corpus Christi„Corpus Christi Internat onat Airport(1111'812011) Aviation Management Consulting Group INTRODUCTION IV, INTRODUCTION A. Intended Use and Intended User of the Appraisal The purpose of this summary appraisal report is to set forth the investigations and analyses leading to our opinion of the market value and the market rent for the Fixed Base Operation (FBO) improvements and the market rent for certain land, both improved and unimproved, located at the Corpus Christi International Airport, Corpus Christi, Texas, The intended user of this report is the Aviation Department and the intended purpose of this report is for establishing market rents for the FBO improvements and for certain parcels of improved and unimproved land. B. Definition of Market Value Market value means "the most probable price which a specified interest in real property is likely to bring under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, assuming the price is not affected by undue stimulus". Implicit in this definition are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: a), buyer and seller are typically motivated; b) both parties are well informed or well advised and both acting in what they consider their best interest; c) marketing efforts were adequate and a reasonable time was allowed for exposure in the open market; d) payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; e) an open and competitive market exists for the property interest appraised; and, f) the price represents the normal consideration for the property sold, unaffected by special or creative financing or sales concessions granted by anyone associated 2 with the sale. C. Definition of Market Rent Market rent is defined as "the rental income a property would probably command in the open market; indicated by the current rents that are either paid or asked for comparable 2 Dictionary of Real Estate Appraisal,Appraisal Institute, Fourth Edition, Page 177. Summary Appraisal Report 6 City of Corpus Christi, Corpuis Christi International Airport(1111812011) Aviation Management Consulting Group INTRODUCTION 3 space as of the date of appraisal.,, The market rent conclusions are representative of the rental rates recommended for the City to charge lessees (not the rental rates lessees should charge customers or end users). D. Property Rights Appraised The leasehold interest of the property rights is being appraised. Leasehold interest is defined as "the interest held by the lease (tenant or renter) through a lease transferring rights of use and occupancy for a stated term under certain conditionS.A E. Scope of the Appraisal The scope of this appraisal is to gather appropriate market data, utilize appropriate or applicable appraisal techniques, and arrive at an indication of the market value for the Subject Properties. To complete this assignment, an investigation of highest and best use of the Subject Properties as though vacant and as improved was completed and neighborhood trends were analyzed. Information regarding Improved Land (Aeronautical/Non-Aeronautical and Commercial/Non-Commercial), Unimproved Land (Aeronautical/Non-Aeronautical and Commercial/Non-Commercial), General Aviation Terminal Building (GATB)l, Office (associated with Hangar), Storage (associated with Hangar), Hangar, Apron (Asphalt and Concrete), and Vehicle Parking (Asphalt and Concrete) rental rates were gathered through survey efforts and confirmed with airport owners/operators. Based upon an analysis of the research findings, conclusions were drawn and two approaches to value (Cost and Income Approaches) were completed. The Sales Comparison Approach was not performed since this approach is not considered appropriate or applicable in this case. The Sales Comparison Approach is not a good indicator of value in this case since sales of FBOs include business enterprise which is very difficult to separate from the real estate,. A final market value estimate was derived and the results are conveyed'! in this summary appraisal report. 3 ]bid, Page 83. 4 Ibid, Page 162. Summary Appraisal Report 7 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group INTRODUCTION F. Date of Report and Value This report is dated November 18, 2011 which generally corresponds to the completion date of the report. The effective date of value is August 11, 2011 which generally corresponds to the date the Subject Properties were inspected. G. Area of Influence 1. Community Overview The Subject Properties are located in the City of Corpus Christi (City), Texas. The City is located in the extreme southern portion of the State of Texas, in the area known as the Coastal Bend, approximately 207 miles southwest of Houston, 143 miles south of San Antonio, 150 miles east of Laredo, and 159 miles north of Brownsville (and the United States/Mexico Border). The Spanish explorer, Alonso Alvarez De Pineda, named the City's bay Corpus Christi which translates to "Body of Christ" in Latin., Founded in 1838 as a small trading post, the City later became a major center for the petrochemical industry. The Port of Corpus Christi is the seventh busiest port in the United States in terms of tonnage. The City is the county seat of Nueces County and serves as the governmental, economic, and cultural center of the region. While Nueces County dominates the statistical and demographic information of the region, the Corpus Christi Metropolitan Statistical Area (MSA) also includes the counties of San Patricia and Aransas. Occasionally, statistical information is provided for the Seven County Region which includes Bee, Jim Wells, Kleberg, and Refugio counties. Summary Appraisal Report 8 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group INTRODUCTION The location of the City is depicted in the following map. r�Y,IT N�U"" '3 ^tl^ °d�� �f N ---•.+ ,.s�' �' ray IW ""C {v,�t�em 4747 � "ti, 1frvdN-? R°ir $a�illl' M1 � 5t� aS�adY� .•I f �f ✓ �,.�t'�� it„;�� �"• rwa m + �'�� ���� �f r k crarW Ten""' ° ri bro@o ^ASN'a'CJUJkau' "; m IN J E C E S a r' iWs ) t , Mwdes , .., .. SerEeA%a(�� E R�EYi N5 oE' o'' 1 ((uI7r♦jr T� Ff j' / (( i✓aria r � � ,; r u,l,-.1 al, 2. Population The City experienced a gradual increase in population between the 2000 and 2010 United' States Census. The annual compounded rate of increase was 1.0% per year and the overall percentage increase was 10.1% over the period studied, While the overall percentage increase for the City exceeded the increase for the overall MSA (0.2%), it was approximately one-half of the increase for the State of Texas (20.0%) and slightly higher than the United States (9.4%). 3. Residential Deal Estate Residential construction and price appreciation in the Corpus Christi area generally increased between 2000 and 2000 before decreasing significantly in 2007. The reason for the active housing growth was due primarily to historically low interest rates, which also provided an Summary Appraisal Report 9 City of Corpus Christi, Corpus Christi International Airport(1 111 8120 1 1) Aviation Management Consulting Group INTRODUCTION impetus for commercial real estate transactions throughout the country. The slightly larger increase in the population growth rate (between 2004 and 2006), when coupled with the area's desirability as a second home location, resulted in strong demand for housing. However, as the Federal Reserve increased interest rates during 2006 and homebuilder profit margins declined, the housing market flattened. In 2007, the national housing market was rocked by the "sub-prime crisis" and in Corpus Christi, single family residential construction activity continued to decrease. From 2009 to 2010, however, total residential permit volume in the City increased 13.3%. The 2010 dollar-value of residential construction was up 5.8% (compared to 2009); although, volume was down 19.1% (compared to 2008) and 33.6%, (compared to 2007). While 2010 single-family dollar-value decreased from 2009, the average price per single-family unit increased 10.8% to $131,664. This may be a misleading indicator in the market as construction of mansion-style residences distorts the average. Most permits in the market fall within the $75,000 to $125,000 range. 4. Resale Housing The Multiple Listing Service (MLS) statistics for the City were strong between 2003 and 2006 with both sale prices and the number, of houses sold increasing. While the average and median prices continued to increase, sales activity dropped 13,1% in 2007 and 16.3% in 2008. Average and median prices remained about the same until early 2009 when prices began to decline. The data suggests a bottoming in the market as 2010"s activity was largely unchanged from 2009. The 2010 data indicated 10.3 months worth of inventory compared to an average of 7.2 months (since 2000) and approximately 5.0 months (between 2002 and 2006). Summary Appraisal Report 110, City of Corpus Christi, Corpus Christi tnternafionW Airport(1111812011) Aviation Management Con suiting Group INTRODUCTION e 2000 3,.441 A $ 85.900 " 103100 N 2001 3,517 2.2% $ x,100 3.7'/ $107,600 j 4.4°✓ 2002 3,770 7.2°✓ 93,100 4.5% $110.800 3.0°/ 2003 4,198 11.4% $ 101,400 8.9°✓ $120,700 8.9/0 4,745 13.0°✓ $ 113,800 12 2°✓ $132,100 9.41% 2005 4,894 3.1% 125,2oo 10.0% $147,300 11.5% 2006 5,192 6.1% $ 130,400 4.20/6 $1''53,300 4.1% 2007 4,510 -13.1'x✓ $ 136,Soo 4.7c/'o $162,000 5.7% 2008 3,773 -16.3°✓ $ 138,900 1.8% $162,900 0.6"✓4 3, -8.7°✓ 134,800 -3.0% $155,500 451% 2010 3,4451 0.0°/ $ 136,5001 1.3% 152,300 -2.17/. Source: U.S. Census Bureau and Burbach &&Associates, Inc. The overall apartment vacancy rate for the Corpus Christi Legion has typically ranged between 4.0% and 5.0%fl. The lowest vacancy rate was 33% in 2001. The vacancy rate was 2.9% in 2008, 5.6%, in 2009, and 6.8% in 2010 5. Commercial Real Estate The overall commercial property vacancy rate increased to 10.2% in the fourth quarter of 2010, up from 9.0%n in 2009 and 8.0% in 2008. The average quoted full-service rental rate was $13.80 per square foot(Q4, 2010). The industrial market fourth quarter vacancy rate was 4.8% in 2010. This rate is down from 6.2% in 2009 and 5.2'% in 2008. The warehouse market vacancy rate was 4.7% while the flex market vacancy rate was 7.4% (Q4, 2010). The average quoted rental rate was $5.95 per square foot (Q4, 2010). The retail market had a fourth quarter 2010 vacancy rate of 6.6%®. This rate is down from 6.9% in 2009, but still above the rate of 6.0% in 2008. The average net rental rate was $12.33 per square foot (Q4, 2010). Commercial permit volume increased 35.7% in 2010 over 2009. The 2010 dollar-volume of total project costs ($118.98 million)was 95.5% higher than the 2009 level ($60.85 million) and the highest since 2006. The proposed construction details for the permits were not readily available from the City. As such, a determination could not be made regarding the extent of private versus public sector funding. Regardless, the significant increase in the number of new permits suggests that private sector construction is increasing. Summary Appraisal Report 11 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group INTRODUCTION' Office Market Total Market 9,280 10.2% $13.80 Class A 1,189 103%a $17.34 Class B 6,063 8.7% $13.85 Class C 2„028 14.7% $10.45 CBD Market 4,427 7.7% $15.04 South Side Market 2„205 8.7% $13.27 Mid-City Market 1,357 20.4% $12.55 West Side Market 557 10.9% $10.17 Industrial Market Total Market 18,405 4.8% $•5.95 Warehouse Space 17,456 4.7a/a $5.55 Flex Space 949 7.4%m $8.82 CBD Market 1,257 4.9% $4.75 West Side Market 7,998 3.8%a $5.32 Northwest Market 3,334 3.8%a $6:08 South Side Market 1,543 6.6% $7.55 Southwest Market 1,723 3.7% $5.91 Retail Market Total Market 22,248 6.6% $12.33 General Retail 11,922 6.7% $10.17 Mall Market 3,177 3.4% $13.54 Power Center 346 0.0% $8.00 Shopping Center 6,770 8.3% $14.48 CBD Market 1,938 5.5%a $10.29 Mid-City Market 6,2'81 6.9% $11.21 South Side Market 5,885 63%a $15.63 West Side Market 1,692 5.4% $6.98 Northwest Market 1,560 11.6% $10.93 Flour Bluff/Padre Is. 1,581 4.2% $1,6.75 Portland/Ingleside 1,748 7.1% $11.01 Source: U.S. Census and Burbach&Associates, Inc. 6. Employment The economy of the MSA is rooted in a number of industries including convention and tourism, energy, government, military, manufacturing, construction, consumer goads and services, ranching, fishing, and agriculture, Summary Appraisal Report 12 City of Carpus Christi, Corpus Christi International Airport(1'111812011) W= Aviation Management Co nsuiiti ng Group INTRODUCTION Several multimillion dollar retail projects have been completed in recent years including new national restaurants, retail strip centers, two new H.E.B. Plus Supermarkets, and three new Walmart stores. South Padre Island Drive is the City's high-volume retail corridor. There are three large shopping centers located along the corridor including: a) Sunrise Mail — 800,000 square foot regional mail constructed in 1981, anchored by Sears, Burlington Coat Factory, Wilcox Furniture, and Discount Cinema; b) Moore Plaza — 560,000 square foot power center constructed in 1989, anchored by a H.E.B. Supermarket, Target:, Hobby Lobby, Marshalls, and Office Depot; and c) La Palmera.Mall — 1.2 million square foot regional center, opened in 1970, expanded in 1985, and anchored by Bealls, Dillards, Macys, and JC Penny. As of December 2010, the total non-agricultural employment in the MSA was 179,800 which represented an increase of 3,000 jobs (or 1.7%) compared to December 2009. In addition, at that time, the unemployment rate in the MSA was 8.3% which was up from 2009 (7.7%) and 2008 (5.5%) compared to 8.0% in the State of Texas and 9.1%p in the United States (12/2010). In 2010, the highest rates of employment growth occurred in the following sectors: Natural Resources, Mining & Construction (5,4%), Manufacturing (3.2%), Other Services (2.9%),, Education & Health Services (2.8%), and Professional & Business Services (2.7%). All other sectors were unchanged or had growth rates of less than 1.0%. None of the sectors declined from the prior year. Since 2005, the largest increases in employment occurred in the following sectors: Other Services, (12.7%), Education & Health Services (12.3%), and Natural Resources, Mining, & Construction (8.9%). The Leisure & Hospitality (6.3%) and Government (8.2%) sectors increased as well. The sectors experiencing significant declines included Information 12.0%), Manufacturing (-10.9%), and Professional & Business Services (-5.5%). 7. Port of Corpus Christi The Port of Corpus Christi, which was the seventh busiest port in the United States in 2010, is the heart of international trade activity in South Texas. In 2008, 85.9 million tons of cargo moved through the Port, down 3.8% from 2007. In 2009, volume continued to decrease with 76.5 million tons of cargo moving through the Port, down 10.9% from 2008. In 2010, Suimmary Appraisal Report 13 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management consulting Group INTRODUCTION however, volume increased 7.4% to 82.2 million tons indicating improvement in economic conditions. Petroleum products represented 84% of the tonnage handled in 2010. 8. Tourism The growth in the region's tourism industry can be attributed to a number of area attractions including the Padre Island National Seashore, Convention Center, LISS Lexington Museum, Texas State Aquarium, and Corpus Christi Hooks—a minor league baseball team. In 2009, the Texas State Aquarium was the top tourist destination (attracting 523,432 visitors) followed by the LISS Lexington (attracting 264,927 visitors). It is estimated that the tourism industry generates approximately 12,000 jobs and accounts for approximately 20% of the total wages and salaries in the community, 9'. Climate The City, which is located on the Texas coastline near the Gulf of Mexico, enjoys warmer than average temperatures for the United States, higher than average humidity, rainfall, and sunshine. While the area's tornado activity is below the Texas state average, the area is subject to other natural disasters such as storms, hurricanes, and floods. 10. Utilities Electrical service in Texas is deregulated. As a result, seven companies provide electrical service in the City. At least five companies offer telephone/television/cable services. The City provides natural gas, trash removal, water, and sewer service. Summary Appraisal Report 14 City of Corpus Christi:, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group AIRPORT OVERVIEW V. AIRPORT OVERVIEW A. Airport Description, The Airport, which consists of approximately 2,457 acres, has two runways (Runway 13/31 which is 7,508 feet, long and 150 feet wide grooved asphalt in good condition and Runway 17/35 which is 6,080 feet long and 150 feet wide, grooved asphalt in good condition). The Airport has an Air Traffic Control Tower(which operates from 4:00 a.m. to 12:30 a.m. local) and is served by an Instrument Landing System (ILS) for Runways 13 and 35. The Airport is designated a Primary Small Hub Airport in the Federal Aviation Administration (FAA) National Plan of Integrated Airport Systems. Runway 13/31 and Runway 17/35 will be extended over the next two years (2012 and 2013). Upon completion, Runway 13/31 will have a declared distance of 9,100 feet and Runway 17/35 will have a new length of 6,680 feet. Upgrades to all navigational aids are part of the multi-million dollar investment which will be complete by 2014. Recently, the Department and FAA have invested approximately $3.2 million to rehabilitate the Federal Inspection Services (FIS), area to process up to 250 passengers per hour. The users are pleased with the outcome and have labeled it as a "Hassle-Free" facility. B. Aircraft Operations The following graphic depicts the general aviation aircraft operations (by category — local, itinerant, and total) at the Airport from 2006 to 2010, as reported by the Air Traffic Activity System (ATADS). Summary Appraisal Report 15 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group AIRPORT OVERVIEW Genera Aviation Aircraft Operations 30,0047 a 25,000 — - M 20,000 15,000 Local a "- rt Itinerant o 10,000 °} tai Total 5,000 - - _.. 2006 2007 2008 2009 2010 Year Total general aviation aircraft operations at the Airport have fluctuated from a high of 24,928 (2006) to a low of 18,920 (2007) to 22,704 (2010). This represents an overall. decrease of 8.90'x/;7 which represents an average annual decrease of 8.06% over the five- year period studied. • » 00, 0 r In Elm INEN 0. � 2006 3,170 21,753 24,923 N/A 2007 2,160 16,760 18,9120 -24.1% 2008 794 20,200 20,994 11.0/0 20091 1,560 1 19,354 20,914 -0.4% 20101 4,067 1 18,637 1 22,704 8.6 6/0 C. Based Aircraft The majority of aircraft based at the Airport are singile-engine aircraft. However, there is a significant number of multi-engine aircraft and jets based at the Airport as well. The following graphic depicts the number of based aircraft at the Airport from 2006 to 2010, as reported by Airport management. Summary Appraisal Report 16 City of Corpus Christi, Corpus Christi International Airport (1 111 8120 1 1) IMM Aviation Management Consulting Group AIRPORT OVERVIEW General Aviation gasped Aircraft 90 80 so — 0 Single-engine 50 __.....__ _ __ ______ ____ _ -. 11 Multi-engine 40 a,let au 30 Helicopter z 20 Other 10 .. _ o Total 0 2006 2007 2008 2009 2010 Year A total of 68 aircraft are currently based at the Airport of which, 32 (or approximately 47.3%) are single-engine aircraft. From 2006 to 2010, the number of based aircraft at the Airport decreased a total of 10.53% which represents an average annual decrease of 3.64%. (2006 1 F777 'General Aviation Based Aircraft w 1MW wo � 2006, 40 26 5 5 N/A 76 N/A ' 2007 37 34 6 1 N/A 78 2.6% 2008 35 32 4 3 N/A 74 -5.1% 2(719 36 37 5 1 N/A 70 6,8% 2010 32 22 13 1 N/A 68 -13.0°l0 D. Fuel Volumes The following graphic depicts the total general aviation fuel volumes at the Airport from 2006 to 2410, as reported by Airport management. Summary Appraisal Report 17 City of Corpus Christi, Corpus Christi International Airport (1111812'p11) MM Aviation Management Consulting Croup AIRPORT OVERVIEW General Aviation Fuel Volumes 2,500,000 2,000,000 1,500,,000 1,000,000 E a Tota I z 500,000 0 2006 2007 2008 2009 2010 Year Total general aviation fuel volumes decreased from 2,018,503 gallons (2006) to 1,404,963, gallons (2010). Over the five-year period studied, total general aviation fuel volumes decreased 30.40% which represents an average annual decrease of 11.38%. 2006 2018,503 NVA 2007 1,433,421 . 40.8% 1,497,428 4.3% 1,478,136 -1.3% 2010 MCVI�963 -5.2% E. Commercial Operators There are seven general aviation commercial aeronautical operators at the Airport. There are two FBOs (Atlantic Aviation and Signature Flight Support) providing aircraft fueling (Jet Fuel and Avgas), line services, and aircraft parking (hangar and tiedown). There are five SASOs, operating as sublessees of the FBOs, providing aircraft maintenance and repair, avionics and instrument repair, aircraft management and charter, flight training and aircraft rental, and aircraft sales. Summary Appraisal Report 18 City of Corpus Christi, Corpus Christi international Airport (1111812011) W= Aviation Management Consulting Group AIRPORT OVERVIEW F. Non-Commercial Aeronautical Tenants There are four non-commercial aeronautical tenants (individual or corporate flight departments) based at the Airport (Berry Aviation, L.J. Aviation, Law Office of Allan Potter, and Tubing Rentals). In addition, there are two governmental agencies (National Weather Service and Civil Air Patrol) operating at the Airport. Additionally, the Airport is utilized by all branches of the United States military, G. Non-Aeronautical Tenants Fe,dEx Ground is currently located in the Airport's International Business Center. H. Zoning The Corpus Christ Airport is zoned IH, Heavy Industrial (see zoning map below). The permitted uses under the IH Zone are extensive and include caretaker's quarters, childcare, parks and open areas, passenger terminals, utilities, crematoriums, self-service storage, truck stops, vehicle service, light industrial uses, warehouse and freight movement, waste related uses, wholesale trade, and heavy industrial. The WGA and EGA represent legal conforming uses under the current zoning. The Airport has a Joint Airport Zoning Board that was authorized in 19,80 and the Appraiser assumes the improvements in existence, and under appraisal, meet the criteria set forth in the Airport Zoning Ordinance. Since the Subject Properties are located at the Airport, as stipulated in 14 CFR Part 77, a variety of setback and clear(obstacle-free) zone requirements relating to the Airport's runways and taxiways (e.g., horizontal, transitional, and conical zones) apply as well. It is assumed that the improvements conform to FAA standards. The City has adopted Leasehold Development Criteria which governs leasehold development at the Airport. It is beyond the scope of work to provide an opinion as to whether or not the existing FBO improvements conform to the City's development criteria or any other standards established by the City. Summary Appraisal Report 19 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group AIRPORT OVERVIEW 1. Zoning Map S ci'a+ ick Rd I 05044 .057044 056044 055044 054044 053044 0520 �Qi560 3" 0 ° 43 056043 0 0540 0°.530 ' ;`52!x' ,. ,, It r .bona t;. Airport � 053007042 05602 055442 05404 053042 052042 05604 057041 w05604I 05504 053041 052041 w� 0560,40 "055040 0540,40 053040 052040 I. Assessor's Data The improvements at the Airport are park of the Nueces County Appraisal District and accessed accordingly. The improvements, which have various parcel numbers, are assessed separately. A summary of the assessments of the West and East General Aviation Facilities follows: Signature Aviation 75-46-0000-00-22 Exempt Atlantic Aviation 75-46-0000-00-21 Exempt The land at the Airport is exempt from property taxes; therefore, there are no assessor parcel numbers for the land. Summary Appraisal Report 20 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group SUBJECT PROPERTY VI. SUBJECT PROPERTIES A. History of Property/Owner of Record The Airport is owned by the City of Corpus Christi. The original site, which consisted of 470 acres, was purchased by the City in 1957 and several parcels of land have been added over the years. Currently, the Airport consists of 2,457 acres. B. Legal Description A legal description of the Airport was requested, but not provided. However, metes and bounds descriptions are provided in the Appendix section of this report. C. Property Description West and East General Aviation Facilities Street Address: Atlantic Aviation: (West General Aviation Facility) and Signature Flight Support (East General Aviation Facility) have the following addresses: Atlantic Aviation 355 Pinson Drive Corpus Christi, Texas 78406 Signature Flight Support 506 International Drive Corpus Christ, Texas 78406 Location: Atlantic Aviation is located on the west side of the Airport and Signature Flight Support is located on the east side of the Airport. Please refer to the Subject Properties Identification Map provided in the Appendix. Site Area: WGA: approximately 774,880 square feet(17.79 acres) EGA: approximately 683,079 square feet (115.68 acres) Topography: The sites are level at street grade with a slight slope in a southeasterly direction. Soil Conditions: The Appraiser was not furnished with a soils report for review. It is assumed there are no soil conditions which would adversely impact the Subject Properties. Easements: The Appraiser was not provided with a title report for review. It is assumed there are no easements or encumbrances which would adversely impact the Subject Properties, Summary Appraisal Report 21 City of Corpus Christi, Corpus Christi International Airport (1111812011) IMM Aviation Management Consulting Group SUBJECT PROPERTY Utility Availability: All usual and necessary public utilities are available to both sites and are provided by the following agencies: Water: City of Corpus Christi Sewer: City of Corpus Christi Natural Gas: City of Corpus Christi Electrical Service: Multiple providers Trash Removal: City of Corpus Christi Telephone/television/cable Multiple providers Access to Street Improvements: Both sites are accessible from International Drive — the main commercial arterial to the Airport., International Drive connects with State Highway 84 to the north, which, in turn, connects with Interstate 37. On-Site Improvements: The West General Aviation Facility consists of Aeronautical Improved Land (Commercial), Hangar, General Aviation Terminal Building, Office (associated with Hangar), Storage (associated with Hangar), Concrete Apron, Asphalt and Concrete Vehicle Parking, and a Fuel Storage Facility. The East General Aviation Facility consists of Aeronautical Improved Land (Commercial), Hangar, General Aviation Terminal Building, Office (associated with Hangar), Storage (associated with Hangar), Asphalt Apron, Asphalt and Concrete Vehicle Parking, and a Fuel Storage Facility. Environmental Hazards: The Appraiser reviewed and considered the Phase I report. However, the Appraiser has not quantified the impact of the findings for the Subject Properties as this is beyond the scope of work., Wetlands: During inspection of the sites, no wetlands were observed. Vegetation: With the exception of the runways, taxiways, apron, roads, and other developed portions of the Airport, the undeveloped portions of the Airport are natural grass, which is mowed periodically, and farmland which is managed by contract farmers. Functional Utility: The sites are large, slightly irregular in shape, and improved with various facilities. As a result of the size and shape of the sites, a wide variety of uses including, but not limited to, FBOs can be accommodated. Summary Appraisal Report 22 City of Corpus Christi, Corpus Christi International Airport(1111812011), Aviation Management Consulting Group SUBJECT PROPERTY Aeronautical and than-Aeronautical Land Street Address: Street addresses have not been assigned to any of the land parcels due to lack of development. Location: The land parcels are located to the north of the Airport passenger terminal building, both east and west of International Drive. Site Area: The total land area under appraisal is 277.71 acres identified as B-1, C-11, and C-2. Topography: The sites are level at street grade with a slight slope in a southeasterly direction. Soil Conditions: The Appraiser was not furnished with a soils report for review. It is assumed there are no soil conditions which would adversely impact the Subject Properties. Easements: The Appraiser was not provided with a title report for review. It is assumed there are no easements or encumbrances which would adversely impact the Subject Properties. Utility Availability: B-1 parcels are ready for development and have all usual and necessary public utilities availlable. C-1 and C-2 parcels do not have all the usual and necessary public utilities, installed as of the date of appraisal. Access to Street Improvements: The subject land available for development is located on both the east and west sides of International Drive. On-Site Improvements: All of the land parcels are current vacant and available for development. Environmental Hazards: The Appraiser reviewed and considered the Phase I report. However, the Appraiser has not quantified the impact of the findings for the Subject Properties as this is beyond the scope of work. Wetlands: During inspection of the sites, no wetlands were observed. Vegetation: With the exception of the runways, taxiways, apron, roads, and other developed portions of the Airport, the undeveloped portion of the Airport are natural grass, which is mowed periodically, and farmland which is managed by contract farmers. Functional Utility: The sites are large, generally rectangular in shape, and the size of the sites can be adjusted as the demand dictates. Such potential uses include C-store, hotel, office, hangar (and associated office and shop areas), and warehouse. Summary Appraisal Report 23 City of Corpus Christi, Corpus Christi lnternationall Airport(11/1812011) MM Aviation Management Consulting Group SUBJECT PROPERTY D. Description of the Subject Properties 1. Non-Aeronautical Improved Land There are approximately 3,583,298 square feet (82.26 acres) of Non-Aeronautical Improved Land available for lease at the Airport. The following table, which utilizes the parcel names provided by Airport management, identifies the Non-Aeronautical Improved Land areas and associated use(s): NMI V 131-1 Commercial/Non-Commercial N/A 219,465 1311-2 Commercial/Non-Commercial N/A 248,851 BI-3 Commercial/Non-Commercial N/A 476,988 1314 Commercial/Non-Commercial N/A 244,475 B1_5 Commercial/Non-Commercial NIA 383,583 131-6 Commercial/Non-Commercial N/A 511i,479 131-7 Commercial/Non-Commercial N/A 46,310 131-8 Cornmercial/Non-Commercial NIA 359,518 BI-9 Commercial/Non-Commerciat N/A 190,177 131-10 Commercial/Non-Commercial I N/A 231,820 B1-13 Commercial/Non-Commercial NIA 355,245 B1-15 Commercial/Non-Commercial N/A 315,388 Total 3,583,298 2. Non-Aeronautical Unimproved Land There are approximately 2,754,075 square feet (63.22 acres) of Non-Aeronautical Unimproved Land available for lease at the Airport. The following table, which utilizes the parcel names provided by Airport management, identified the Non-Aeronautical Unimproved Land areas and associated use(s): V C1-2 Commercial/Non-Commercial NIA 184,292 C14 Commercial/Non-Commercial N/A 258,412 C1-6 Commercial/Non-Commercial N/A 258,830 C1_8 Commercial/Non-Commercial NIA 160,057 C1-10 Commercial/Non-Commercial NIA 351,656 C1-12 Commercial/Non-Commercial NIA 259,889 C1-14 Commercial/Non-Commercial NIA 260,505 C2-2 Commercial/Non-Commercial NIA 262,725 C24 Commercial/Non•Commercial N/A 258,655 C2-6 Commercial/Non-Commercial I N/A 256,669 C2-8 Commercial/Non-Commercial I N/A 242,385 Total 2,754,075 Summary Appraisal Report 24 City of Corpus Christi, Corpus Christi International Airport(1111812011) IMM Aviation Management Consulting Group SUBJECT PROPERTY 3, Aeronautical Improved Land There is approximately 2,409,895 square feet (55.32 acres) of Aeronautical Improved Land leased from the City or available for lease at the Airport. Approximately 170,087 square feet of the Aeronautical Improved Land associated with WGA is utilized for commercial purposes by Atlantic Aviation and approximately 140,048 square feet of Aeronautical Improved Land associated with the EGA is utilized for commercial purposes by Signature. The remaining 2,0991,760 square feet of Aeronautical Improved Land is available for lease for Commercial or Non-Commercial purposes. The following table, which utilizes the parcel names provided by Airport management, identifies the Aeronautical Improved Land and associated use(s): B1-11 NA 251, B1-12 Cbrrmerciai/F4on40xnmerdai NA 546, B1-14 CbmirnerciauNjon4conTnerdai NA 78, B1-16 CbrnrrErdai/N1orj43omrrjffdaj NA 1,149,553 Bl-17 C5Tn-"da1/NaW_bmn-erda1 "A 74, VWA Wde�"opedl Land OaTrnerdal Aflantic Aviation 170,087 '48 EGA Urde�,doped Land Canniercid SA"Lre 140,048 Total, Z409,896 4. Aeronautical Unimproved Land There is approximately 3,73,4,668 square feet (85.74 acres) of Aeronautical Unimproved Land available for lease at the Airport for Commercial or Non-Commercial purposes., The following table, which utilizes the parcel names provided by Airport management, identifies the Aeronautical Unimproved Land and associated use(s): 116111111MORMIN"I=- c1_1 Commercial/Non-Commercial N/A 231,392 C11-3 Commercial/Non-Commercial N/A 388,058 C1-5 Commercial/Non-Commercial N/A 399,1154 C11-7 Commercial/Non-Commercial NIA 394,432 C1_9 Commercial/Non-Commercial NIA 389,710 C1-11 Commercial/Non-Commercial N/A 384,988 CI-13 Commercial/Nan-Commercial NIA 380,266 C2-1 Commercial/Non-Commercial N/A 480,951 C2-3 Commercial/Non-commercial I N/A I 208,5881' C2-5 Commercial/Non-Commercial NIA 267,870 C2-7 Commercial/Non-Commercial I N/A 209,262 Total 3,734,668 Summary Appraisal Report 25 City of Corpus Christi, Corpus Christi:, International Airport(1111812011) Aviation Management Consulting Group SUBJECT PROPERTY The Aeronautical Unimproved Land classification is based upon the assumption that the City will provide ai:rside access (to the Airport) from the properties by constructing a parallel taxiway east of Runway 17/35. 5. Hangar There is approximately 129,225 square feet of Hangar space being leased from the City by Atlantic Aviation (approximately 52,825 square feet) and Signature (approximately 76,,400 square feet) at the Airport. The following table identifies the Hangar space being leased by both F130s utilizing Airport management's naming structure: VVGA W Cbmmerdal Atlantic Mation 14,000 120 20 1962 VVGA f+2 Comrnerdal Atlantic Aviation 14,000 120 20 1962 WCA F+3 CaTVTercial Atlantic Aviation 11'!500 110 20 1980 WGA K4 commercial Atlantic Aviation 13,325 60 14 1962 EGA K1 C"TrrKmal Signature 25,6DO 100 22 1962 EGA 1+2 c6mrnerdai Signature 15,000 22 1975 EGA Fi-3 Comn-erd2l Si"ure 30,800 1-10(2) 20(2)1 EGA FW Cornmerd2l Si22�!ure 5,000 6q 20l Total 129,225 WGA H-1 (leased by Atlantic Aviation) is clear span, steel frame, metal hangar (roof, siding, and door)with a concrete floor with drains. The hangar tail door is out of service. WGA-H1 has fluorescent lighting, electrical service, and is considered to be average condition. WGA H-2 (leased by Atlantic Aviation) is clear span, steel frame, metal hangar (roof, siding, and door) with a concrete floor with drains. The hangar tail door is out of service. WGA-H2 has a mix of halide and fluorescent lighting, electrical service, and is considered to be average condition. WGA H-3 (leased by Atlantic Aviation) is clear span, steel frame, metal hangar (roof, siding, and door) with a concrete floor with drains. The hangar tail door is out of service. WGA-H3 has halide lighting, electrical service, and is considered to be average condition. WGA H-4 (leased by Atlantic Aviation) is clear span, steel frame, metal hangar (roof, siding, and door) with a concrete floor with drains. WGA-H4 has fluorescent lighting, electrical service, and is considered to be fair condition. WGA-H4 is considered to be in fair condition due to the quality of doors, concrete floor, as well as interior and exterior finish. Summary Appraisal Report 26 City of Corpus Christi, Corpus Christi ]International Airport (1111812011) Aviation Management Consulting Group SUBJECT PROPERTY EGA H-1 (leased by Signature) is a clear span, concrete shelll structure with a metal door and concrete floor without drains. EGA-H1 has halide lighting, electrical service, and is considered to be average condition, EGA H-2 (leased by Signature) is clear span, steel frame, metal hangar (roof, siding, and door) with a concrete floor with drains. EGA-H2 has halide lighting, electrical service, and is considered to be average condition. EGA H-3 (leased by Signature) is a steel frame metal hangar (roof, siding, and door) with a concrete floor with drains. EGA-H3 has two doors which are 110 feet wide and 20 feet tall, halide lighting, electrical service, and is considered to be average condition. EGA H-4 (leased by Signature) is clear span, steel frame, metal hangar (roof, siding, and door) with a concrete floor with drains, and concrete block fire-wall. EGA-H4 has halide lighting, electrical service, and is considered to be average condition. 6. General Aviation Terminal Building There is approximately 8,005 square feet of General Aviation Terminal Building (GATB) space being leased from the City by Atlantic Aviation (approximately 3,105 square feet) and Signature (approximately 4,900 square feet) at the Airport. The following table identifies the GATB space being leased by both FBOs utilizing Airport management's naming structure: 'YWCA OF-I lCornmercial IAtlantic Aviation 3,105 105 EGA OF-1 Icornmercial ISignature 4,900 Total 8,,005 WGA OF-1 (leased by Atlantic Aviation) is a steel structure with brick veneer and a metal roof. The interior is a combination of ceramic and vinyl the and carpeted floors with painted drywall and carpeted walls, drywall ceiling, with fluorescent lighting. The building, which has central air conditioning, was constructed in 1962 and renovated in 2003. There is a common lobby/waiting area, restroom facilities, kitchen area, office spaces, conference room, pilot's lounge, and service counter/work area. The GATB is considered to be in good condition. Summary Appraisal Report 27 City of Corpus Christi, Corpus Christi International Airport (1111812011) MM Aviation Management Consulting Group SUBJECT PROPERTY EGA OF-1 (leased by Signature) is a steel structure with metal exterior (roof and siding). The interior is a combination of ceramic tile and carpeted floors with painted and wallpapered drywall walls, acoustic ceiling, and integrated fluorescent lighting. The building, which has central air conditioning, was constructed in the 19905 and remodeled in 2000. There is a common lobby/waiting area, restroom facilities, kitchen area, office spaces, conference room, pilot's lounge, and service counter/work area. The GATB is considered to be in good condition. 7. Office (associated with Hangar) There is approximately 29,480 square feet of Office space being leased from the City by Atlantic Aviation (approximately 9,280 square feet) and Signature (approximately 20,200 square feet) at the Airport. With the exception of EGA OF-4, all the Office space has central air conditioning. The following table identifies the Office space utilizing Airport management's naming structure: WGA OF-2 Commercial Atlantic Aviation 4,680 WGA OF-3 Commercial Atlantic Aviation 2,300 WGA OF-4 Commercial Atlantic Aviation 2,300 EGA OF-2 Commercial Signature 72,500 EGA OF-3 Commercial !Signature 5,000 EGA OF-4 Commercial Signature 5,000 EGA OF-5 Commercial Signature 5,700 EGA OF-6 Commercial Signature 2,000 Tota 1 29,480 WGA OF-2 (leased by Atlantic Aviation) is a steel structure with metal exterior (roof and siding). The interior is a combination of vinyl tile, carpet, and concrete floors with painted drywall walls, acoustic and painted plywood ceiling, and fluorescent lighting. The office, which was constructed in 1962, is considered to be in average condition. WGA O,F-3 (leased by Atlantic Aviation) is a steel structure with metal roof and brick veneer exterior. The interior is a combination of ceramic tile, carpet, and concrete floors with painted drywall walls, acoustic ceiling, and fluorescent lighting. The office, which was constructed in 1962, is considered to be in average condition. WGA OF-4 (leased by Atlantic Aviation) is a steel structure with metal exterior (roof and siding). The interior is a combination of ceramic tile, carpet, and concrete floors with Summary Appraisal Report 28 City of Corpus Christi, Corpus Christi International Airport (1111812011) W= Aviation Management Consulting Group SUBJECT P' OPERTY painted drywall walls, acoustic ceiling, and fluorescent lighting. The office, which was constructed in 1962, is considered to be in average condition. EGA OF-2 (leased by Signature) is a concrete shell structure. The interior is a combination of vinyl tile, with painted drywall walls, acoustic ceiling, and fluorescent lighting. The office, which was constructed in 1962, is considered to be in average condition. EGA OF-3 (leased by Signature) is a steel structure with metal exterior (roof and siding). The interior is a combination of painted concrete floors with painted drywall walls and ceiling and fluorescent lighting. The office, which was constructed in the 1975, is considered to be in average condition. EGA OF-4 (leased by Signature) is a steel structure with metal exterior (roof and siding). The interior is a combination of concrete floors, unfinished walls, and fluorescent lighting. The office, which has no central air conditioning or heat, was constructed in 1975. The office is considered to be in average condition. EGA OF-5 (leased by Signature) is a steel structure with metal exterior (roof and siding). The interior is a combination of vinyl the and carpet with painted drywall walls, acoustic ceiling, and integrated fluorescent lighting. The office, which was constructed in 1982, is considered to be in average condition. EGA OF-,6 (leased by Signature) is a steel structure with metal exterior (roof and siding), The interior is a combination of ceramic tile, vinyl flooring, and concrete floors with painted drywall walls, acoustic ceiling, and integrated fluorescent lighting. The office, which was constructed in 1982, is considered to be in average condition. 8. Storage (associated with Hangar) There is approximately 6,580 square feet of Storage space (associated with a Hangar) being leased from the City by Atlantic Aviation (approximately 4,680 square feet) and Signature (approximately 1,900 square feet) at the Airport. The following table identifies the Storage space (associated with a Hangar) utilizing Airport management's naming structure: Summary Appraisal Report 29 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group SUBJECT PROPERTY WGA OF-2 lCommercial Atlantic Aviation 4,680 EGA OF-5 lCommercial Signature 1,900 Total 6,580 WGA OF-2 (leased by Atlantic Aviation) is a steel structure with metal exterior (roof and siding). The interior of the Storage space is unfinished with plywood floors and skylights. The Storage space, which is located on the second floor, was constructed in 1962 and is considered to be in average condition, EGA OF-5 (leased by Signature) is a steel and concrete block structure with metal exterior (roof and siding). The interior of the Storage space is unfinished with concrete floors. The Storage space, which is located: on the second floor, was constructed in the 1982 and is considered to be in average condition. 9, Apron (Asphalt and Concrete) There is approximately 832,525 square feet of Apron space (concrete and asphalt) being leased from the City by Atlantic Aviation (approximately 354,765 square feet) and Signature (approximately 477,760 square feet) at the Airport. The following table identifies the Apron space (concrete and asphalt) utilizing Airport management's naming structure: WGA Apron Commercial Atlantic Aviation 466,514 Concrete WGA Apron-FSF Commercial Atlantic Aviation 11,246 Concrete EGA Apron Commercial Signature 354,765 Asphalt Tota 1, 832,5251 WGA Apron and the WGA Apron associated with the Fuell Storage Facility (FSF) are concrete, constructed in 20(18, and considered to be in excellent condition. EGA Apron is asphalt and is considered to be in average condition. Summary Appraisal Report 30 City of Corpus Christi, Corpus Christi International Airport(11/1 8/X)11) Aviation Management Consulting Group SUBJECT PROPERTY 10. Vehicle Parking (Asphalt and Concrete) There is approximately 148,589 square feet of Vehicle Parking space (concrete and asphalt) being leased from the City by Atlantic Aviation (approximately 61,823 square feet) and Signature (approximately 86,766 square feet) at the Airport. The following table identifies the Vehicle Parking space (concrete and asphalt) utilizing Airport management's naming structure: WGA Vehicle Parking Commercial Atlantic Aviation 5,280 Concrete Commercial Atlantic Aviation 56,543 Asphalt EGA Vehicle Parking Commercial Signature T266 Concrete Commercial Signature 39,500 1 Asphalt Total l 148,5891 WGA Vehicle Parking consists of approximately 5,280 square feet of concrete and 56,543 square feet of asphalt, The WGA Vehicle Parking, which was constructed in 1962, is considered to be in average condition. EGA Vehicle parking consists of approximately 47,266 square feet of concrete and 39,500 square feet of asphalt. The EGA Vehicle Parking is considered to be in average condition. The construction date of the EGA Vehicle Parking area is unknown. 11. Fuel Storage Facilities There is approximately 86,500 gallons of fuel storage capacity (jet fuel, avgas, unleaded, and diesel) being leased from the City by Atlantic Aviation (approximately 34,500 gallons) and Signature (approximately 52,000 gallons) at the Airport. The following table identifies the Fuel Storage Facilities ae,t fuel, avgas, unleaded, and diesel) utilizing Airport management's naming structure: Commercial Atlantic Aviation 24,000 Jet Fuel! WGA FSF Commercial Atlantic Aviation 110,000 Avgas Commercial Atlantic Aviation 500 Unleaded Commercial Signature 36,000 Jet Fuel EGA FSF Commercial ISignature 12,000 A\gas Commercial Signature 2,000 Unleaded Commercial ISignature 2,000Niesel Totall 86,5001 Summary Appraisal Report 31 City of Corpus Christi, Corpus Christi International Airport (1111812011) W= Aviatiion Management Consulting Group SUBJECT PROPERTY The WGA Fuel Storage Facility is above ground and considered to be in average condition. Two 12,000 gallon Jet Fuel tanks were installed in 1998 and one 10,000 gallon Avgas tank and one 500 gallon Unleaded tank were installed in 2007. The EGA Fuel Storage Facility is below ground and all of the tanks (three 12,000 gallon Jet Fuel tanks, one 12,000 gallon Avgas tank, one 2,000 gallon Unleaded tank, and one 2,000 gallon Diesel tank) were installed in 1962. Due to the below ground construction of the EGA Fuel Storage Facility, an opinion of condition was not derived. Summary Appraisal Report 3,2 City of Corpus Christi:, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group HIGHEST AND BEST USE V11. HIGHEST'AND BEST USE Highest and best use is defined as "the reasonable, probable, and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value."5 The highest and best use of land if vacant and available for use may be different from the highest and best use of improved property. This will be true when the improvement is not an appropriate use and yet makes a contribution to total property value in excess of the value of the site. In estimating highest and best use of the site as if vacant and as improved, the uses are submitted to four different analyses. The analyses are: a) Physically Possible Uses — Which proposed uses are physically possible to put on the subject site; b) Legally Permissible Uses — Which of the possible uses are legally permissible by current or probable zoning and deed restrictions on the subject site; c) Financially Feasible Uses — Of the selected uses based upon the prior criteria, which uses will produce a net return to the owner of the site; d) Most Profitable Uses — Which of the economically feasible uses provides the highest net return or the highest present worth. These tests are applied first to the land as if vacant and ready for development. A. Physically Possible Uses The first constraint imposed on the highest and best use of the Subject Properties is that dictated by the physical aspects of the site. In general, the larger the site, the greater the potential for achieving economies of scale and flexibility in development. For the Subject Properties, the principle of conformity suggests the most logical uses would be aeronautical and aeronautical-related. B. Legally Permissible Generally, there are two types of legal restrictions applicable to property: private restrictions (deed restriction easements) and public restrictions (primarily zoning). The Appraiser was not provided with a title report for review. The Appraiser assumes there are no legal public 5 The Appraisal of Real Estate, Ninth Edition,American Institute of Real Estate Appraisers,Chicago, 11., 1987. Summary Appraisal Report 33 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group HIGHEST AND BEST USE or private deed restrictions which would impact the current or future improvements on the site with the following exceptions: the Subject Properties are zoned IH, Heavy Industrial and are also reguilated under the Airport Zoning Ordinance of 1980 and therefore, the use must be in compliance with these requirements. C. Financially Feasible and Most Profitable Uses The Appraiser understands the Subject Properties will continue to be utilized as part of the Airport. Although land values indicate a use other than an airport use could be supported as the highest and best use, for the purposes of this analysis, the Appraiser has analyzed the Subject Properties as a part of the Airport without addressing the potential to redevelop the Subject Properties for a use other than an aeronautical or aeronautical-related. The Appraiser anticipates the Subject Properties will continue to operate as a part of the Airport over the long-term and therefore the most profitable uses would be aeronautical or aeronautical-related uses. D. Highest and Best Use - As Vacant Based upon the preceding analysis, the highest and best use of the Subject Properties, as vacant, would be for an aeronautical or aeronautical-related use. Allowed uses may be restricted under the legal constraints imposed by the IH Zone, the Airport Zoning Ordinance, and the FAA. The Appraiser has not addressed the redevelopment of the land for uses other than aeronautical or aeronautical-related. E. Highest, and' Use - As Improved Given the sizes of the various aeronautical improvements, the Appraiser anticipates the facilities would best be utilized for the servicing, maintenance, and/or storage of general aviation aircraft. As such, the existing building improvements provide a reasonable return to the land. Summary Appraisal Report 34 City of Corpus Christi, Corpus Christi international Airport (1111812011), Aviation Management Consulting Group VALUATION VIII. VALUATION A. Introduction In theory, there are three approaches to value: the Cost, Sales Comparison, and Income Approach. Central to each approach is the principle of substitution: an astute real estate investor will pay no more than the value of an equally desirable alternative property or investment. The Cost Approach considers the current cost of replacing the buildling and site improvements on a property less depreciation plus the market value of the land assumed vacant. Depreciation affecting the property can occur from three sources: physical deterioration, functional obsolescence, and economic obsolescence. This approach is most effective in valuing relatively new (or even proposed) developments or special purpose properties such as the Subject Properties. This approach is included in the analysis due to the special purpose nature of the Subject Properties. The Sales Comparison Approach involves direct comparisons of similar properties which have sold in the same or similar markets. The data from these comparables is then analyzed and adjustments are made for differences that are considered significant. These adjusted sales are then weighted to provide an indication of value. The Sales Comparison Approach is not a good indicator of value since sales of FBOs include business enterprise which is very difficult to separate from the real estate. As such, the Sales Comparison Approach was not considered appropriate or applicable to derive a value conclusion in this case. The Income Approach is based upon an estimate of the Subject Property's possible net income and measures the present worth of anticipated future benefits derived from property ownership. In order to derive the anticipated future benefits, the net income is capitalized to arrive at an indication of value from the standpoint of an investment. By the use of the capitalization process, the net income is converted to its present value. Provision for the investor's recapture of invested capital, as well as return on capital, is built into this capitalization procedure. Typically, there are two methodologies for determining value by the Income Approach; the Direct Capitalization technique and Discounted Cash Flow. The Summary Appraisal Report 3,5 City of Corpus Christi, Corpus Christi international Airport (1111812011) IWM Aviation Management Consulting Group VALUATION Discounted Cash Flow method is best suited for larger, multi-tenant properties with divergent leases since the income streams being generated can vary significantly from year to year. After completing the various approaches to value, the methods utilized are then compared for appropriateness and applicability to the Subject Property, The quantity and quality of the data available for examination under each approach and the inherent dangers and advantages in each approach is considered and weighed to derive final estimate of value. The process of evaluating the alternative conclusions is outlined in the Reconciliation Section of this, report. 1. Ground Leasehold Analysis Atlantic Aviation is on a month-to-month lease. Signature, Aviation's lease is scheduled to terminate in 2012. Due to the short-tem nature of these leases, there is no measurable leasehold interest in either property. Also, the B1, C1, and C2 land areas have not been leased; therefore, no leasehold interest exists. B. Cost Approach It is the Appraiser's opinion that the Cost Approach is appropriate and applicable in this case. A land valuation/sales analysis was not deemed necessary, however, as leasehold interest (as opposed to fee simple interest) is being appraised, 1. Replacement Cost of Improvements In order to estimate a replacement cost for the subject improvements, the Marshall & Swift, Marshall Valuation Service (MVS) Publication, a national cost publication, was utilized. Additional indirect costs (permanent loan fees, property taxes during construction, etc.) which are not included in the MVS base cost were calculated separately. After adjusting for current and local multipliers, replacement costs range from $4.00 per square foot (psf for Asphalt Apron andl Vehicle Parking to $83.50 psf for General Aviation Terminal Building. Indirect costs have been estimated based upon a survey of the marketplace. There are no interim real estate taxes since the property is exempt from property taxes. Summary Appraisal Report 36 City of Corpus Christi, Corpus Christi International Airport (1111812011) MM Aviation Management Consulting Group VALUATION Advertising/lease-up costs for WGA and EGA are estimated at $50,000. Permanent loan fees are estimated for WGA and EGA at $100,000. Legal, title insurance, and miscellaneous fees have been estimated at $150,000 for WGA and $140,000 for EGA. Entrepreneurial profit has not been estimated given the airport-related nature of the subject improvements. 2. Estimate of Accrued Depreciation Accrued depreciation is the difference between the cost of new improvements and the present value of those improvements measured as of the date of the appraisal. Depreciation includes loss in value from three basic categories: physical deterioration, functional obsolescence, and external obsolescence. Physical deterioration is the loss in value caused by deterioration or impairment of condition as a result of normal wear and tear and the actual aging of the physical components. It may be curable or incurable. While it is the opinion of the Appraiser that there appears to be some limited curable physical depreciation in the Subject Properties, for the purposes of this analysis, no curable physical depreciation has been calculated. Regardingi the economic life, given the design and quality of the Subject Properties and based upon the age-life histories indicated in the MVS, it is the Appraiser's opinion that the Subject Properties have the following economic lives: Hangar General 35 years Aviation Terminal Build 77 7ing 45 years Office ic ffice(associated with Hangar) 40 years Storage (associated with Hangar) 40 years Concrete Apron 20 years Asphalt Apron 15 years Concrete Vehicle Parking 20 years Asphalt Vehicle Parking 15 years Fuel Storage Facility 20 years Physical depreciation ranges from 25% to 88% depending upon the component of the Subject Properties. Please refer to the Depreciation Schedules that follow. Summary Appraisal Report 37 City of Corpus Christi, Corpus Christi International Airport(1111812011) DepFeciation mule WIN � v •• n w^ M ' 1� II. '.1 •Ti Y * A Depreciation ale w � a.umw •� m a �.w �• I'�'� 'I���i �M��,''Ax 1 •'�IiAi�IRr.�w�iw. DICTUM • � �+ 111 ". Nom, ^w�l 1111111111011111111110 Aviation NManagement Consulting Group VALUATION Functional obsolescence is the adverse effect on value resulting from defects in design which may impair utility. It can be caused by changes occurring over the years making some aspect of the structure, material, or design obsolete by current standards. External obsolescence is the adverse effect on value resulting from influences outside (or beyond) the property itself. This includes changing property or land use patterns, shifting zoning districts, or adverse economic climate. Economic impact (or obsolescence) is measured by the difference between a return on cost and estimated net operating income.. While it is the opinion of the Appraiser that there appears to be some limited functional and external obsolescence in the Subject Properties, for the purposes of this analysis, no obsolescence has been calculated. Summary Appraisal Report 39 City of Corpus Christi, Corpus Christi International Airport (11/18/201'1) Aviation Management Consulting Group VALUATION 3. Cost Approach Summary West General Aviation Area COS7r APPROACH SUNIMAW 7OF- 14,000 - $ 36.88 $ 516,320 14,000 - $ 3 6.88 $ 516,320 11,500 - $ 37.15 $ 427,225 13,325 - $ 36.28 $ 483,431 3,105 $ 83.50 $ 259 268 4,680 - $ 55.34 $ 258,991 WGA CF-V 2,300 - $ 57.36 $ 131,905 WGA OF-4` 2,300 - $ 56.85 $ 130,755 WGA OF-2 Store* 4,680 - $ 20.49 $ 95,893 WGA Apron-Concrete— 466,514 - $ 8.00 $ 3,732,112 WGA Apron-FSF— 11,246 $ 8.00 $ 89,968 WGA Pairing-Concrete 5,280 - $ 5.00 $ 26,400 WGA Parting-Ast 56,543 $ 4.00 $ 226,172 - 24,000 $ 7.50 $ 180,000 WGA FSF— 10,0001s 7.501 $ 751 000 _ 500 $ 7.50 1 $ 3,750 Total Direct Building and Site Improvement Costs 1 $ 7,153,510 Interim Real Estate Tastes $ - AdI,ertising+l se up Costs $ 50,000 Pernivot loan Fees $ 100,000 Legal,Title Ir umanre,and Misc. Fees $ 1150,000 Total Indired Casts $ 3K000 rFu-WoM p,edaticn Schedle) $ 3,08:1,883$$ - Total Depredation $ 3,lAW3 IMF' mlamffm M, r � * Marshall Valuation Service, Section 14, Page 29, ** Marshall Valuation Service, Section 15, Page 17. *** Marshall Valuation Service, Section 66, Page 3. *** Marshall Valuation Service, Section 61, Page 4. Summary Appraisal Report 40 City of Corpus Christi, Carpus Christi International Airport(1111812011) Aviation Management Consulting Group VALUATION East General Aviation Area COST APPROACH St NF AW 7GA crate 1* 25„600 - $ 3920 2` 15,000 - $ 40.tDi 3"" 30,800 - $ 34.73 4° 5,000 - $ 37.75 $ 188,750 EGA OF-1*" 4,900 - $ 130.93 $ 396,557 EGA OF-2" 2,500 - $ 82.71 $ 206,775 EGA OF-V 5,000 - $ 50.31 $ 251,550 EGA OF-4** 5,000 - $ 50.31 $ 251,550 EGA CF " 5,700 - $ 5031 $ 286,767 EGA OF-46" 2,000 $ 55.34 $ 110,684 EGA CF'-5 Stara" 1,900 - $ 20.40 $ 38, 311 EGA Apron-Asphalt7*" 354,765 $ 4.00 '$ 1,419,060 EGA Parking-Concrete- 47,266 - $ 5.00 $ 23€1,330 EGA Parking-Asphalt- 39,500 - $ 4.00 $ 158,000 - 36,000 $ 7.50 $ 270,000 EGA FSF"*" - 12,000 '$ 7.50 $ 90,000 2,000 $ 7.50 $ 15,000 2,000 $ 7.50 $ 15,000 Total Direct BLAIcHrg and Site InVrovement Costs 1 $ 01,608,604 T te Taxes $e up Casts $ 50,000 Fees $ 100,000 Legal,Title lnsirance,and Misc. Fees $ 140,000 Total IndustCots $ 290,OW Physical(see Depreciation Schodde) $ 4,395,046 Functional $ - External $ Total Depredation $ 4, 046 14"NORM '1 111 �'+,NM,p, �i 'FBI r, N " Marshall Valuation Service, Section 14, 'Page 29.. Marshall Valuation Service, Section 15, Page 117. *• Marshall Valuation Service, Section 66, Page 3. Marshall Valuation Service, Section 61, Page 4. Summary Appraisal Report 41 City of Corpus Christi, Carpus Christi International Airport (1 111 8120 1 1) MM Aviation Management Consulting Group VALUATION C. Income Approach The Income Approach to real property value considers a relationship between the estimated net income the property could generate and the sale price or value. This net income is translated into a value estimate using a market driven capitalization rate appropriate to meet the market demands for investment returns, The two commonly used capitalization methods are the Direct Capitalization and Discounted Cash Flow analysis. These methods, are summarized, as follows. Direct Capitalization is "used to convert an estimate, of a single year's income expectancy into an indication of value in one direct step, either by dividing the income estimate by an appropriate rate or by multiplying the income estimate by an appropriate factor.,6 Discounted Cash Flow analysis is "the procedure in which a discount rate is applied to a set of projected income streams and a reversion. The analyst specifies the quantity, variability, timing, and duration of the income streams as well as the quantity and timing of the reversioni, and discounts each to its present value at a specified yield rate."' Under the Income Approach, leasehold interest is dictated by market rent which is the rental income the Subject Properties would likely command in the open market. As such, the Direct Capitalization approach, finds application in this case and the Discounted Cash Flow analysis does not. 1. Rental Discussion In order to estimate market income potential, AMCG conducted a survey of: (a) comparable airports located throughout the United States, (b) comparable Small Hub airports located in Texas and surrounding states, and (c) competitive airports located within 50 nautical miles of the Airport. AMCG also considered information contained in its proprietary database for regional and national airports as a supplement to the results of the survey and as a validation of the conclusions reached. 6 The Dictionary of Real Estate Appraisal,Third Edition,Appraisal Institute, 1993, Page 100. 7 ]bid, Page 102. Summary Appraisal Report 42 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group VALUATION 2. Study Findings In order to derive the market rent for the Subject Properties, information/data from similar properties at national, regional, comparable, Small Hub, and competitive airports was analyzed. The results of the analysis are summarized in this section. Definitions of the Minimum, Maximum, Mean, Standard Deviation, Median, and Range (utilized in the following tables) are provided in the Appendix section of this report. a. National Data As a supplement to the comparable airport data, rents obtained from over 350 airports located throughout the United States were analyzed. A summary and statistical analysis of the findings for national airports is provided in the following table. Aacrwicd I pr exl Urd LOXMIEM 0. 1.1 0.24( 0.187 0.1 1.181 AerunaAicad 1mxaEd Land( al) 0.050 0.7190 0, 0,147 0.. 0.740 AeureWcad Unimxaed tend(Oon�el) 0.01 0.503 0.1 O 09 0.1 0.493 Aeronomical WnTr-Aed Lard(Nx�-(�Fi) 0,020 O:740 0,22C 0.156 0.1 0.720 Wri-AmxrmAicai lffpv6ed Lard(Qxnnerdai) 0,210 0,450 0.31,1 O.C91 0.320 0.240 iCd InVaed Land(NmCmTrercid) 0.098 O. 0,31,1 02R 0.222 0.622 Wn-Aarc*W1cd Uninp-or Lard(Oxmwdd) 0.040 1.00c), 0.520 O. 0.520 0.90D Non-Axonauticd Unrnpoed Lard(Non-(�al) 0,040 0, 0.040 W 0.040 0.000 Aemnadied HWW O. 6.050 1.76B 1679 1.208 6 042 AeronaAical Genen�i Aiation Temird BLildrg 0,070 10,210 4.532 a(roq 10.1 4o AeranaAicd Office Lassociated h HwW) 0A00 27.760 6L756 6L004 4. 27.660 Aeronaut Storage(associated Wth Fbn_zpr) 0.240 11.070 Z5W a22i 1.055 10,�-aj AaunaLticad e Apron 0.030 OMD, 0.2591 O. 0. R2f 0.2 0.9 0 0 ,Aeroratimd As"t.Apron 0,050 11.0701 02B5 40 1. JAemrakcd Cbrrrde Wide Parking 1.330 2650l 1-2�9 O. 1,990 1. O. lAeronaaicad Aspdt Vehde Pai�ng 0.115 0. 0.2624 0.1 0.1804 All rental rates are "per square foot per year"(psf/yr) b. Regional Data As an additional supplement to the comparable airport data, rents obtained from 33 airports in the FAA Southwestern Region (consisting of Arkansas, Louisiana, Texas, New Mexico, Oklahoma) were analyzed. A summary and statistical analysis of the findings for regional airports is provided in the following table. Summary Appraisal (Report 43 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group VALUATION ,+aoro;ticzi hpved Land(Oxffnemal) 0.0110 0.59DI OA89 0.124 0.15C 0. AaDnwical irrpmed Lard(NM40 m,-"eiad) O.050 OA801 G240 0.1 0. 0. Aerore"icd Lhra°mj,n rc1(Cxmudal) 0.015 0. 0.176 OA11114 a AaungUical tk+nvu Land( ai) 0.030 a5-e-51 0.153 O.13 1 6 0.116 0. NxvAerunaUicd lmxaed Urd(Csrrrnrurcaai) 0.210 0.210 0.210 NA 0.210 O. NbnAerorectical IaVmed Lard( al) NA NA NVA NA NA R NtxrAeromutic LH xok d Lai((a:atr Ed) NV "A4 N Ny "A4 N9 WFAeroroAic�l I Lhnpo% d Land(Nbn-C�rmn al) NA NY' "A NA KAI NY Aaxra_Aica9 1 HWW 0-100 3,860 1,395 1.100 1.13 3 A lorttl cad Generd Auation Twrird Brdlding 0.227 M210 6.354 7786 7.31 9. Aerorailcal Office(associated Wth Hangar)gar) 0.1 a000 a6gs 2636 a5a 7. AeroroUical Storage(assmiated with F1ar c') 0.066 10.000 a118 1585 210C AeronaUicai CorrxeteApron OMD, 0.300 0.1031 0,100 0,06C 02 AeronaUic:a9 Asph@dt Apron 0. 0.221 0. 0.207 0.1a. 0.561 Apical Ca rrete Vehde Pa-king NY NY NN " Nd NY AamreLticd Asphalt VEhde Paridng' 0.1401 0.140l O.ip NY 01401 0. All rental rates are "per square foot per year"(psflyr) C. Comparable Airport Data Rental rates and related information from 12 airports considered comparable to the Subject Airport (identified in this section) were obtained and analyzed'. Bradley International Airport (BDL) —Windsor Locks, CT t Charleston International Airport (CHS)— Charleston, SC ►> Gerald R. Ford International Airport (GRR) — Grand Rapids, MI Key Field Airport (MEI) — Meridian, MS Lubbock. Preston Smith International Airport(LBB)— Lubbock, TX Midland International Airport (MAF)— Midland, TX r Mobile Regional Airport (MOB) --- Mobile, AL Newport NewslWilliamsburgi International Airport (PHF)— Newport News, VA Piedmont Triad International Airport (GSC)— Greensboro, NC Port Columbus International Airport (CMH) — Columbus, OH r Syracuse Hancock International Airport (SYR)— Syracuse, NY Tallahassee Regional Airport (TLH)—Tallahassee, FL The following table provides a summary and statistical analysis of the findings for the comparable airports. Summary Appraisal Report 44 City of Carpus Christi, Corpus Christi International Airport(111181209,) Aviation Management Consulting Group VALUATION e , Aercra kcal Inpvved La-d(Gcxxytr dai) 0.0111 0.931 0.359 0.245 0,30E 0. Aeronatical lrn;a a ed Land( a1) 0.160 0.500 0.542 0.269 0.60C 0.7° AeroraAical t ri pm ed Land(Ckarmtidal) NA NA N "A NA N' Aeromaical uninTMM�d Lard(Nan Wrxrm dal) t4A iTA NA NA NA Ni Nan-AarrWical Bic!Land(Oamerda1) NVA NA MY NA NA N N n-Aemmttical hpved Lard(N er 2d) NA NA NA NA NA N Wn-A dical U-impved Land(Qx"<'nuaal) NA NA4 NA NA W4 P4 Nxr Aavredicd Lhmpukd Land(�riai) NA r4A NA NA hY N Aeronadical Hxxjar 0.250 271-0 0.996 0.775 0. 2-�W- Aarrakcal Genmi XiaicnTerrninal Buld g T475 10.210 a843 1,934 a R 2 AeKroWeA CXtice(aasmated Wth Fear) 0.250 5. 2-750 a535 2-75C 5. Aeronalkcd atcarage(asswated Wth Hbf� 0. 2-22D 1.350 1.23D 1.3a 17 AeronaAicd Oxr-Me Aeon 0.3101 R840 0.6251 0.232 0.b75 0. Aeroreaical As"t Ap-on 0.31 2 1 07 O. 0. 2 Aeroradlcal ate Vedc1e RarWrig 1,24 2 1-24 O. 1. 1. A�ic d 'As"t Vehicle Fa-king OA40I o1A 01 N 0.1 0. All rental rates are"per square foot per year"(psf/yr) d. Competitive Airport Data Typically, an airport is considered competitive if it: (a) is located in relatively close proximity, (b) has similar infrastructure, (c) offers similar products, services, and facilities, and (d) has similar activity levels (i.e., aircraft operations, based aircraft, and fuel volumes). For the purposes of this study, airports within 50 nautical miles of the Subject Airport were identified as being potentially competitive airports. Although none were Small Hub Primary Commercial Service Airports, a total of seven airports were considered, as follows: Alfred C. "Bubba" Thomas Airport (T69) — Si'nton, TX Y Alice International Airport (ALI)—Alice, TX Aransas County Airport (RKP) — Rockport, TX Beeville Municipal Airport (BEA)— Beeville, TX Brooks County Airport (BKS)— Falfurrias, TX r Klleberg County Airport (IKG) — Kingsville, TX T.R. McCampbell Airport (TFP) — Ingleside, TX The following table identifies the key criteria utilized to make this assessment. Summary Appraisal Report 45 City of Corpus Christi, Corpus Christi International Airport(11118!2011) Aviation Management Consulting Group VALUATION D City ROCKr'ORT KINGSVILLE SINTON INGLESIQE ALICE BEEVILLE FALFURt IAS Tower No No No No No No No Acreage 600 295 186 231 SS6 391 1169 R Longest Runway ay 5,608 6,000 4,323 5,000 5,997 4,551 6,002 � Local GA 16,500 4,000 6,400 7,400 4,400 3,000 600 (operations Itinerant GA 33,000 2,000 3,200 3,700 2,200 1,500 4,500 Operations Total(Based 66 14 39 23 7 13 1 Aircraft Last Inspection 03104111 03/20111 I 03/05/11 03/04111 03105111 03104111 03/20111 . � M Date(5010) 5 For these airports, the data is depicted for the most recently reported 12 month cycle (as indicated in the table) — not per calendar year. As previously indicated (in the Aircraft Operations and Based Aircraft sections of this report), total aircraft operations and based aircraft for the Subject Airport are depicted as of December 31, 20,10 (as reported by Airport management and/or the FAA TAF). No relevant and/or useable information pertaining to the Subject Properties from the competitive airports was obtained. e. Small Hub Primary Commercial Service Airports In addition to the competitive airport analysis, the following Small Hub Primary Commercial Service airports located in Texas and surrounding states (Arkansas, Louisiana, New Mexico, and Oklahoma)were considered comparable:: Adams Field Airport(LIT)— Little Rock, AR Baton Rouge Metropolitan Airport (BTR)_ Baton Rouge, LA El Paso International' Airport (ELP)— El Paso, TX McAllen-Miller International Airport (MFE) — McAllen, TX Midland International Airport (MAF) — Midland, TX Summary Appraisal Report 46 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation, Management Consulting Group VALUATION Northwest Arkansas Regional Airport (XNA) — Fayetteville/Springdale, AR Rick Husband Amarillo International Airport (AMA)—Amarillo, TX Tulsa International Airport(TUL)— Tulsa, OK Valley International Airport (HRL)— Harlingen, TX Will Rogers World Airport (OKC)— Oklahoma City, OK Rental rates and related linformation from nine Small Hub airports considered comparable to the Subject Airport was obtained and analyzed. The following table provides a summary and statistical analysis of the findings for the Small Hub airports. Aeronautical lmprowd Land(Commend) 0.0501 0,3401 01a 0.0981 OA 49 0.290 Aeronauticai lnpued Land(NxW"mwda1) 0.1301 0.2401 0.19 0'.C57 0.210 0-110 Aeronauticd Lhrrpmed Land(Comirerdal) NA N W NA NA NA Aeronautical Uhmpraged Land(Nxi-Gamn-emial) NA NA NA NA NA NA Nxi-Ae-omuticad Impaed Land(Oxwerd2i) NA " NA NA NA NA NDri.-Afforoutical lnpued Larid(WW"m-ocial) NA WA-1 NA NA NA NA Nx6Amxouticzd UtiM-Ao Land(0:)erxne Ed) NA NA'' NA NA NA NA NmAeramutic2d UlnimpD ed Land(Nx�ic-d) IVA NA' "A NA NA NA Aeronautical 11-brigar 0,300 2,400 1,049 0,836 0.940 2.100 Aeronauticatl General Mzdion Terninai Bu ildrig NA NA NA NA NA NA Aeronautical Office(associated with Hgrxjw) "A "A "A NA NA WAK Aeronautical Storage(associated Wth Hangar) 0.65B 0.65B 0.658 NA O. 0,000 Aeronautical C--,ete Apron 0.020 0,130 0.075 0.078 0.075 0.110 Aeronautical Asphalt Aeon 0.020 O. 0- 0.31i 0.1 0,705 Aeronauticad j2c e Vehcle Parking Y NA NAl NA .Aeronautical AWt Vehicle Parking NA J NA I NA NA All rental rates are"per square foot per year"(psf/yr) Summary Appraisal Report 47 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group VALUATION F Non-Aeronautical Land To derive conclusions for Non-Aeronautical use Land (including Improved and Unimproved land), a survey of land sales and listings in the Corpus Christi area was conducted. A summary of the sales and listing data is provided in this section. It is significant to note there is a substantial amount of land currently available in the market which has an adverse impact the supply/demand ratio. While demand appears to be increasing slightly, land sale values have remained fairly low over the past three years. SWC Bear Lane and Navigation 07/2008 1-2 324 $1.25 Boulevard (7.45 acres) EIS Cliff Maws Drive 6,00 feet S/0 Bear 01/2010 $221,500 1-2 161,360 SF $1.37 Lane (3.70 acres) W/S Navigation Boulevard 90 feet NW Listing $162,000 1-2 108,464 SF $1.49 Old Brownsville Road (2.49 acres) SEC NIPID and Bates Road Listing $1,989,780 1-2/13-4 A-2 1,333,372 SF $1,49 (30.61 acres) 4822 Bear Lane 03/2009 $174,999 1-2 534,481 SF $0.33 (12.27 acres) Highway 44 and Clarkwood Road Listing $261,360 Commercial 144,184 SF $1.81 (3.31 acres), Highway 44 and Agnes Street Listing $290,000 Commercial 144,184 SF $2.0 I - (3.31 acres) 3. Market Rent Summary a. Market Rent Conclusions (By Component) The following table identifies the base market rental rate conclusions for the Subject Properties (by component). The following market rental rate conclusions are based upon the analysis of the Subject Properties and the rents being charged for similar properties at national, regional, comparable, Small Hub, and competitive airports. Summary Appraisal Report 48 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management consulting Croup VALUATION %IMF Non-Aeronautical Improved Land $0.080 -$0.120 Non-Aeronautical Unimproved Land $0.050 -$0.060 Aeronautical Improved Land (Commercial) $0.275 Aeronautical Improved Land (Non-Commercial) '$0.300 Aeronautical Unimproved Land (Commercial) $0.175 Aeronautical Unimproved Land(Non-Commercial) $0.200 Hangar $1..500 General Aviation Terminal Building $6.000 Office(associated with Hangar) $6.250 Storage(associated with Hangar) $1.250 Asphalt Apron $0.325 Concrete Apron $0.350 Asphalt Vehicle Parking $0.300 Concrete Vehicle Parking $0.300 Fuel Storage Facility $0.750 AIII rental rates(excluding the Fuel Storage Facility)are "per square foot per year" (psf/yr) Rental rates for the Fuel Storage Facility are "per gallon of capacity per year"(pg/yr) Non-Aeronautical Land The results of the study indicate land sales/listings in the area range from $0.330 psf to $2.010 psf. It its significant to note that the parcels studied do not have immediate access to the Airport; however, the land is located) within reasonable proximity to the Airport. To derive rental rate conclusions for Non-Aeronautical use Land, the following areas were analyzed: 1. Zoning — five of the land sales/listings are zoned IH (Heavy Industrial); two are zoned for commercial uses. The sales/listings located closest to the Airport are zoned commercial. 2. Size — it is significant to note as size increases, the unit rate generally decreases, although, this not always the case. It is the Appraiser's opinion that Land sales/listings located closest to the main entrance to the Airport (e.g., 131-10, 131-13, etc.) are more valuable than those parcels located to the east of the Airport's main entrance (e.g., C1-2, C14, etc.) 3. Utilities — (131 land has utilities in place and is classified as Improved Non- Aeronautical Land. C1 and C2 land do not have utilities in place and are classified as Unimproved Non-Aeronautical Land). Summary Appraisal Report 49 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group VALUATION Airport land, utilized for aeronautical or non-aeronautical purposes, demonstrate only partial rights of ownership as the lessee does not have fee simple rights. The lessor has the right to receive income during a certain period of time, but gives up the right of the use of the land during the time of the lease. On a fee simple basis (i.e., for off-airport land), all property rights are included with the land. Airport land is restricted to certain types of uses, by 14 CFR Part 77 requirements and subject to additional restrictions of the Airport sponsor. Based upon the Appraiser's experience analyzing land sales/listings for non- aeronautical use of airport land, it is the Appraiser's opinion that a discount of 40% to 60%, of value is appropriate for Airport versus off-airport land. As such, for purposes of this analysis, a discount of 50% was applied to off-airport land sales/listings. Finally, a rate of return is necessary to establish a rental rate based upon off-airport land safes/listings. The rate of return is applied to the discount value (psf) to determine a rental rate (psf). A survey of airports revealed the following rate of return expectations. kai"4jk4urn Hartsfield-Jackson Atlanta International Airport(ATQ 9.0% Chicago O'Hare International Airport(ORD) 10.0%0 Dallas/Fort Worth International Airport(DFW) 9.0%- 101.0% McCarran International Airport(LAS) 10.0% Los Angeles International Airport(LAX) 8.0% -9.0% Houston/George Bush Intercontinental Airport(1AH) 10.0% Minneapolis-St. Paul International Airport(MSP) 101.0% Orlando International Airport(MCC}) Mo% Seattle-Tacoma international Airport(SEA) 9.51% - 10.0% Philadelphia International Airport(PHL) 8.5% Long Beach/Daugherty Field (LGB) 8.5% Norman Y. Mineta San Jose International Airport(SJC) 10.0% Metropolitan Oakland International Airport(OAK) 8.0% Sacramento International Airport(SMF) 10.0% San Francisco International Airport(SFO) 6.0% Honolulu International Airport(HNL) 7.0% John Wayne Airport-Orange County(SNA) 101.0% San Diego International Airport(SAN) 8.5% Summary Appraisal Report 50 City of Corpus Christi, Corpus Christi International Airport(11118✓2011) Aviation Management Consulting Group VALUATION As indicated, rate of return expectations range from 6% to 10% with most in the range of 8% to 10%. It is significant to note that at Dallas/Fort Worth International Airport, a rate of return of 9% to 10% is utilized and at Houston/George Bush Intercontinental Airport, a rate of return of 10% is utilized. It is the Appraiser's opinion that a rate of return toward the lower end of the range is reasonable and appropriate for the Subject Airport. Predicated upon the preceding criteria the following conclusions were derived. .............. I 61 131-1 Improved $2.00 50% 1 8% $0.080 131-2 Improved $2,00 50% 8% $0.080 131-3 Improved $2.50 50% 8% $0.100 131-4 Improved $3.00 50% 8% $0120 B1',-5 Improved $2.75 50% 8% $0.110 131-6 Improved $2.50 50% 8% $0.100 81-7 Improved $3.00, 50% 8% $0.120 61-8 Improved $2.50 501% 8% $0.100 131-9 Improved $2.50, 50% 8% $0.100 81-10 Improved $3.00 500% 8% $0.120 81-13 Improved $2.75 50% 8% $0.110 81-15 Improved $2.75 50% 8% $0.110 C1-2 Unimproved $1.50 50% 8% $0,060 C1-4 Unimproved $1.25 50% 8% $0,050 C1-6 Unimproved $1.25 50% 8% $0.050 C1-8 Unimproved $1.25 500% 8% $0.050 C1-10 Unimproved $1.25 501% 8% $0.050 C1-12 Unimproved $1.25 50% 8% KOO C1-14 Unimproved $1.25 501% 8% $0.050 C2-2 Unimproved $1.25 50% 8% $0.050 C2-4 Unimproved $1.25 50010 8% $0.050 C2-6 Unimproved $1.25 50% 8% $0,050 C2-8 Unimproved $1.25 50010 8 $0.050 The leasehold size for these properties may change. However, the parcels were analyzed based upon a maximum of 1 million square feet. Parcels with square, footage greater than 1 million square feet exhibit a differential (approximately 10% discount) based upon size. Summary Appraisal Report 51 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviiation Management Consulting Group VALUATION Aeronautical Improved Land (Commercial) The results of the study indicate that average rental rates for Aeronautical Improved Land (Commercial) range from $0.170 psf/yr at Small Hub airports to $0.360 psf/yr at comparable airports. The average rental rate at regional airports was $01.190 psf/yr and $0.240 psf/yr at national airports. The calculated midpoint and weighted average between comparable, Small Hub, regional, and national airports was $0.240 psf/yr. Giving consideration to the comparable average rental rate ($,0.360 psf/yr), a base rental rate of$0.275 psf/yr was derived. The average size of Aeronautical Improved Land (Commercial) in the national database is approximately 200,000 square feet. Parcels with less square footage than the national average do not exhibit a differential based upon size. Parcels with square footage greater than 1 million square feet exhibit a significant rent differential (approximately 20% discount) based upon size. Utilizing the base rental rate and discount for size, the following conclusions were derived: 200,000 square feet $0.275 — 1,000,000 square feet $0.250 Greater than 1,00,0,000 square feet $0.225 The leaseholld size and use of certain 131 parcels (including B1-11, 131-12, 131-14, 131-16, and B1-17) may change. As such, the rent per square foot for each parcel may change as well. However, the rent per square foot conclusions derived for the 131 properties is presented in the preceding Aeronautical Improved Land (Commercial) Conclusions table. Predicated upon the leasehold size of the WGA Undeveloped Land and EGA Undeveloped Land, a rent per parcel for each of these properties can be determined. An adjustment for size was not deemed necessary. The base rental rate of $0.275 psf/yr was utilized (consistent with the Aeronautical Improved Land — Commercial Square Feet Conclusions table) and a premium of 10%, was applied to the base rental rate for superior location to derive a conclusion of$0.300 psf/yr. Summary Appraisal Report 52 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group VALUATION Aeronautical Improved Land (Non-Commercial) The results of the study indicate that average rental rates for Aeronautical Improved Land (Non-Commercial) range from $0.190 psf/yr at Small Hub airports to $0.540 psf/yr at comparable airports. The average rental rate at regional airports was $0.240 psf/yr and $0.260 psf/yr at national airports. The calculated midpoint between comparable, Small Hub, regional, and national airports was $0.340 psf/yr and the weighted average was $01.270 psf/yr, Due to the limited data available, from comparable, and Small Hub airports, a base rental rate of $,0.300 psf/yr was derived. The leasehold size and use of certain BI parcels (including 131-11, 131-12, 131-14' 131-16, and B1-17) may change. As such, the rent per square foot for each parcel may change as well. However, a discount for size was applied to the base rental rate to derive the following conclusions: 200,000 square feet $0.300 -1,000,000 square feet $0.275 Greater than 1,000,000 square feet M250 Aeronautical Unimproved Land (Commercial) The results of the study indicate that average rental rates for Aeronautical Unimproved Land (Commercial) range from $0.170 psf/yr at national airport to $0.180 psf/yr at regional airports. It is significant to note that useable rental rates for Aeronautical Unimproved Land (Commercial) were not available from comparable and Small Hub airports. The average between the regional and national airports was $0.175 psf/yr. Due to the limited data available from comparable and Small Hub airports, a base rental rate of$0.175 psf/yr was derived. Utilizing the base rental rate and discount for size (identified for Aeronautical Improved Land - Commercial), the following conclusions were derived: Summary Appraisal Report 53 City of Corpus,Christi, Corpus Christi International Airport (1111812011) Aviation Management. Consulting Group VALUATION 0—200,000 square feet $0.175 200,000— 1,000,000 square feet $0.150 Greater than 1,000,000 square feet $0.125 The leasehold size and use of certain C1 and C2 parcels (including C1-1, C1-3, C1-5, C1- 7, C1-9, C1-11, C1-13, C2-1, C2-3, C2-5, and C2-7) may Change. As such, the rent per square foot for each parcel may change as well. However, rent per square foot Conclusions are presented in the preceding Aeronautical Unimproved Land (Commercial) Conclusions table. Aeronautical Unimproved Land (Non-Commercial) The results of the study indicate that average rental rates for Aeronautical Unimproved Land (Non-Commercial) range from $01.159 psf/yr at regional airports to $0.220 psf/yr at national airports. It is significant to note that useable rental rates for Aeronautical Unimproved Land (Non-Commercial) were not available from comparable and Small Hub airports. The average between the regional and national airports was $0.185 psf/yr. Due to the limited data available from comparable and Small Hub airports with consideration given to the national average as significantly more data was available, a base rental rate of $0.200 psf/yr was derived which is consistent with the 10% premium for Non-Commercial use ($0.300 psf/yr) compared to Commercial use ($0.275 psf/yr). The leasehold size and use of certain C1 and C2 parcels (including C11-1, C1-3, C1-5, Cl- 7, C1-9, C1-11, C1-13, C2-1, C2-3, C2-5, and C2-7) may change. As such, the rent per square foot for each parcel may change as well. However, a discount for size was applied to the base rental rate to derive the following conclusions; Unimproved Aeronautical t 0—200,000 square feet $0.200 ........... .. 200,000— 1,000,000 square feet $0.175 Greater than 1,000,000 square feet $0.150 Summary Appraisal Report 54 City of Corpus Chrusti, Corpus Christi International Airport(11118!2011) Aviation Management Consulting Group VALUATION Ha The results of the study indicate that average rental rates for Hangar range from $1.000 psf/yr at comparable airports to $1.770 psf/yr at national airports. The average rental rate at Small Hub airports was $1.050 psf/yr and $1.390 psf/yr at regional airports. The calculated midpoint between the comparable, Small Hub, regional, and national airport rental rates was $1.280 psf/yr and the weighted average was $1.610 psf/yr. Giving consideration to the national average rental rate ($1.770 psf/yr), a base rental rate of $1:.500 psf/yr was derived. The average size of Community Hangars in the national database is approximately 15,000 square feet. Similarly sized Community Hangars (ranging from 12,500 square feet to 17,500 square feet) exhibit no differential based upon size. The average rental rate for Community Hangars less than 12,500 square feet in the national database exhibit a premium of approximately 10% based upon size. The average rental rate for Community Hangars greater than 17,5100 square feet in the national database also exhibit a premium of 10% based upon size. Utilizing the base rental rate, a premium for size (as appropriate), and adjusting for condition (Hangars WGA H-1, H-2, H-3 and EGA H-1, H-2, H-3, H-4 are considered average and Hangar WGA H44 is considered fair), the following conclusions were derived for Hangar space. Hanga, ; Rentalk�ie r la? WGA H-1 14,0010 Average $11.500 WGA H-2 14,0010 Average - $11.500 WGA H-3 11,5010 Average + 101% - $1.650 WGA H-4 13,325 Fair - - 10% $1.350 EGA H-1 25,600 Average + 10% - $1.650 EGA H-2 15,000 Average - $1.500 EGA H-3 30,800 Average + 10% $1.650 EGA H-4 5,000 Average + 101% $1.650 Summary Appraisal Report 55 City of Corpus Christi, Corpus Christi International Airport (1111812011) 1111111IM1111111110 Aviation Management Consulting Group VALUATION General Aviation Terminal Building The results of the study indicate that average rental rates for General Aviation Terminal Building range from $4.530 psf/yr at national airports to $8.840 psf/yr at comparable airports. The average rental rate at regional airports was $6.350 psf/yr. It is significant to note useable rental rates for General Aviation Terminal Building were not available from Small Hub airports. The average rental rate (at national airports) for similarly sized General Aviation Terminal Buildings (ranging from 2,000 square feet to 6,000 square feet) was $5.230 psf/yr. The calculated midpoint between the comparable, regional, and national airports was $7.580 psf/yr and the weighted average was $5.010 psf/yr. Based upon this analysis, similarly sized General Aviation Terminal Buildings (at national airports) and the condition of the General Aviation Terminal Buildings (both are considered to be in good condition), a conclusion of$6.000 psf/yr for each General Aviation Terminal Building was derived. Office (Associated with Hangar) The results of the study indicate that average rental rates for Office (associated with Hangar) range from $2.750 psf/yr at comparable airports to $6.760 psf/yr at national airports. The average rental rate at regional airports was $3.700 psf/yr. It is significant to note useable rental rates for Office (associated with Hangar) were not available from Small Hub airports. The average of the regional and national airports was $5.230 psf/yr and the weighted average was $6.420 psf/yr. Giving consideration to the national average rental rate ($6.760 psf/yr), a base rental rate of$6.250 psf/yr was derived. The average size of Office (associated with Hangar) in the national database is approximately 2�,250 square feet. As such, similarly sized Office — associated with Hangar (less than 3,500 square feet) exhibit no adjustment based upon size. The average rental rate for Office (associated with Hangar) ranging from 3,500 square feet to 10,000 square feet exhibit a discount of approximately 10% based upon size. Summary Appraisal Report 56 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group VALUATION All Offices (associated with Hangars) are considered to be in average condition. As such, an adjustment based upon condlition is not necessary. Utilizing the base rental rate and discount for size, the following conclusions were dlerived: o- wGA OF-2 4,680 - 10% $5.650 WWGA OF-3 2,300 - $6.250 WWGA OF-4 2,300 - $6.250 EGA OF-2 2,500 - $6.250 EGA OF-3 5,000 - 10% $5.650 EGA OF-4 5,000 - 10% $5.650 EGA OF-5 5,700 - 10 $5.650 EGA OF-6 2,0010 - $6.250 Storage (Associated with Hangar) The results of the study indicate that average rental rates for Storage (associated with Hangar) range from $0.660 psf/yr at Small Hub airports to $3.120 psf/yr at regional airports. The average rental rate at comparable airports was $1.350 psf/yr and $2.500 psf/yr at national airports.. Due to the limited data available from comparable, Small Hub, and regional airports, a comparative analysis of statistically significant data in the national database of airports was conducted. This analysis included airports where Hangar and Storage (associated with Hangar) are being leased. Through this analysis, it was determined that a discount of approximately 25% for Storage (associated with Hangar) exists at such airports. Applying this discount to the Hangar base rental rate conclusion ($1.500 psf/yr) yields a Storage (associated with Hangar) rental rate of$1.150 psf/yr. Based upon the comparative analysis with consideration given to the national average rental rate, a conclusion of $1.250 psf/yr was derived. All storage (associated with Hangar) is considered to be in average condition.. Summary Appraisal Report 57 City of Corpus Christi, Corpus Christi International Airport(1 111 8/2 0 1 1) MM Aviation RManagement Consulting Group VALUATION Asphalt Apron The results of the study indicate that average rental rates for Asphalt Apron range from $0.250 psf/yr at Small Hub airports to $1.080 psf/yr at comparable airports. The average rental rate at regional airports was $0.260 psf/yr and $0.350 psf/yr at national airports. Due to the limited data available from comparable, Small Hub, and regional airports, a comparative analysis of statistically significant data in the national database of airports was conducted. This analysis included airports where Aeronautical Improved Land (Commercial) and Asphalt Apron are being leased. Through this analysis, it was determined a premium of approximately 32% for Asphalt Apron exists at such airports. Applying this premium to the Aeronautical Improved Land (Commercial) rental rate conclusion ($0.275 psf/yr) yields an Asphalt Apron rental rate of$0.360 psf/yr. Based upon the average rental rate for national airports (and the availability of data in the national database) and the results of the comparative analysis, and the current condition (average) of the Asphalt Apron, a conclusion of$0.325 psf/yr was derived. It is significant to note that this relational analysis was based upon an evaluation of triple net lease rental rates (wherein the lessee pays all maintenance, utilities, insurance, and taxes associated with the leasehold). As such, the rental rate for Asphalt Apron may need to be adjusted if the City is responsible for maintaining and repairing such areas at the Airport. Additionally, if Airport Improvement Program (AIP) funds were utilized to construct the Asphalt Apron, the rental rate for this improvement may need to be adjusted as well. Concrete Apron The results of the study indicate that average rental rates for Concrete Apron range from $0.080 psf/yr at Small Hub airports to $0.630 psf/yr at comparable airports. The average rental rate at regional airports was $0.100 psf/yr and $0.260 psf/yr at national airports. Due to limited data available from comparable, competitive, and regional airports, a comparative analysis of statistically significant data in the national database of airports was conducted. This analysis included airports where Aeronautical Improved Land (Commercial) and Concrete Apron are being leased. Through this analysis, it was determined that a premium of approximately 38% for Concrete Apron exists at such Summary Appraisal Report 58 City of Corpus Christi, Corpus Christi International Airport (1111812011) M.= Aviation Management Consulting Group VALUATION airports. Applying this premium to the Aeronautical Improved Land (Commercial) rental rate conclusion ($0.275 psf/yr) yields a Concrete Apron rental rate of $0.380 psf/yr. Based upon the average rental rate for national airports (and the availability of data in the national database) and the results of the comparative analysis, and the current condition (excellent) of the Concrete Apron, a conclusion of$0.350 psf/yr was derived. It is significant to note that this relational analysis was based upon an evaluation of triple net lease rental rates (wherein the lessee pays all maintenance, utilities, insurance, and taxes associated with the leasehold). As such, the rental rate for Concrete Apron may need to be adjusted if the City is responsible for maintaining and repairing such areas at the Airport. Additionally, if AIP funds were utilized to construct the Concrete Apron, the rental irate for this improvement may need to be adjusted as well. Asphalt Vehicle, Parking The results of the study indicate that average rental rates for Asphalt Vehicle Parking range from $0.140 psf/yr at comparable and regional airports to $0.260 psf/yr at national airports. It is significant to note useable rental rates were not available from Small Hub airports. Due to limited data available from comparable, Small Hub, and regional airports, a comparative analysis of statistically significant data in the national database of airports was conducted. This analysis included airports where Aeronautical Improved Land (Commercial) and Asphalt Vehicle Parking are being leased. Through this analysis, it was determined that a premium of approximately 10% for Asphalt Vehicle Parking exists at such airports. Applying this premium to the Aeronautical Improved Land (Commercial) rental rate conclusion for the Airport ($0.275 psf/yr) yields an Asphalt Vehicle Parking rental rate of $0.3010 psf/yr. Based the average rental rate for national airports (and the availability of data in the national database), the results of the comparative analysis, and the current condition (average) of the Asphalt Vehicle Parking, a conclusion of $0.300 psf/yr was derived. It is significant to note that this relational analysis was based upon an evaluation, of triple net lease rental rates (wherein the lessee pays all maintenance, utilities, insurance, and taxes associated with the leasehold). As such, the rental rate conclusion for Asphalt Summary Appraisal Report 59 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group VALUATION Vehicle Parking may need to be adjusted if the City is responsible for maintaining and repairing such areas at the Airport. Concrete Vehicle Parking The results of the study indicate that the average rental rate for Concrete Vehicle Parking at comparable and national airports was $1.990 psf/yr. Useable rental rates were not available at regional and Small Hub airports. Due to the mix of surface types, similar functional utility of Asphalt and Concrete Vehicle Parking, and limited data available from comparable, Small Hub, regional, and national airports, a conclusion of $0.300 psf/yr was derived (which is consistent with the conclusion for Asphalt Vehicle Parking). While a differential was derived between Asphalt and Concrete Apron due to functional utility and condition, no differential was determined for the Asphalt and Concrete Vehicle Parking. Additionally, all Asphalt and Concrete Vehicle Parking in the WGA and EGA areas are considered to be in average condition,. It is significant to note that this relational analysis was based upon an evaluation of triple net lease rental rates (wherein the lessee pays all maintenance, utilities, insurance, and taxes associated with the leasehold). As such, the rental rate conclusion for Concrete Vehicle Parking may need to be adjusted if the City is responsible for maintaining and repairing such areas at the Airport. Fuel Storage Facilities The Fuel Storage Facilities consist of the following: 1. WGA Fuel Storage Facility consists of four above ground tanks (Tank 1 — 12,000 gallon Jet Fuel, Tank 2 — 12,000 gallon Jet Fuel, Tank 3 — 10,,000 gallon Avgas, and Tank 4 — 500 gallon Unleaded) which totals 34,500 gallons. 2. EGA Fuel Storage Facility consists of six below ground tanks (Tank 1 — 12,000 gallon Jet Fuel, Tank 2 — 12,000 gallon Jet Fuel, Tank 3 — 12,000 gallon Jet Fuel,, Tank 4 — 10,000 gallon Avgas, Tank 5 — 2,000 gallon Unleaded, and Tank 6 — 2,000 gallon Diesel) which totals 52,000 gallons. To derive a rental rate, AMCG analyzed the Fuel Storage Facility on a return on investment (or cost) basis. Based upon industry knowledge and survey results, the cost to develop a fuel storage facility typically ranges from $7.500 to $12.500 per gallon. For example, the cost to develop a 12,000, gallon fuel storage, tank (similar to Tank 1) would typically range Summary Appraisal Report 60 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group VALUATION from $90,,000 to $150,000. For the purposes of this report, AMCG estimated the cost to develop a Fuel Storage Facility (at the Airport) at $7.500 per gallon or $258,750 for WGA (based upon 34,500 gallons and $390,000 for EGA (based upon 52,000 gallons). A 101% return on investment (or cost) has been applied to the estimated cost to develop the Fuel Storage Facilities to derive the rental rate. A 10% return on investment (or cost) has been utilized given the risk and level of returns on alternative investments. Based upon the estimated cost of $258,750 (WGA) and $390,000 (EGA) with a 10% return on investment (or cost), a rental rate of $25,875 per year (or $0.750 per gallon) was derived for WGA and a rental rate of$39,000 per year (or $0.750 per gallon) was derived for EGA. Key Underlying Assumption It is significant to note the current rental rates being charged at the Subject Airport were not included in the national, regional, comparable, and Small Hub average market rents and as such, were not utilized to calculate the averages. It is also significant to note the market rental rate conclusions are based upon the tenant having full (unrestricted), and continued access (from the Subject Properties) to the Subject Airport infrastructure. Market rents are driven by the amount a willing buyer (lessee) pays to a willing seller (lessor). To the extent that local economic factors affect rental rates at the national, regional, comparable, Small Hub, and competitive airports, these economic factors will be reflected in the market rental conclusions. To derive the market rent conclusions for the Subject Properties, AMCG has identified and analyzed (on a comparative basis) the rents being charged (and paid) for similar properties (by component) at a cross-section of airports (and markets) that are considered most comparable (similarly situated) to the Subject Airport (and market). AMCG recognizes there are differences between the Subject Airport and the comparable airports,. Some of the comparable airports exhibit superior characteristics and some exhibit inferior characteristics. In an effort to identify airports that were considered most comparable to the Subject Airport and to draw conclusions which reflect the conditions at the Subject Airport, the comparable airports were compared with the Subject Airport using a number of aeronautical activity and infrastructure indicators. Summary Appraisal Report 61 City of Corpus Christi, Corpus Christi International Airport (11118120,11) Aviation Management Cons u lit i ng Group VALUATION In AMCG's experience, aeronautical activity and infrastructure indicators at airports typically run parallel to local market (economic) indicators. Therefore, it is reasonable to assume the airports identified as being comparable to the Subject Airport (based upon the selection criteria) will be located in communities (markets) having economic and demographic characteristics similar to the subject community (market). As such, a separate analysis of local market activity indicators was not deemed necessary (or undertaken) in this case. 4. Vacancy and Collection Loss In standard real estate appraisal practice, an allocation for vacancy and collection losses would be deducted to reflect the potential loss of income resulting from tenant turnover, late or unpaid rent, or other factors. For the purposes of this report, vacancy and collection loss was estimated at 5.00% 5. Expense and Reserves As indicated previously, "net" rents are typically paid to the lessor, which in most cases is the airport owner (or sponsor) or other governmental entity. All expenses are typically the responsibility of the lessee. The only expenditures incurred by the lessor would be related to administrative and/or legal expense associated with organizing and maintaining the various lease contracts as well as operating expenses (collectively referred to as `"management expenses") and reserves for replacement of short lived physical components such as concrete or asphalt paving and various building components (e.g., roof). In this case, the Appraiser has utilized 2.00% of effective gross income for management expenses, $0.050 psf for reserves for replacement of asphalt and concrete paving, and $0.100 psf for reserves for replacement of building components. Summary Appraisal Report 62 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting Group VALUATION 6. Overall Capitalization Rate The Income Capitalization Approach involves the direct capitalization of the projected net operating income by an overall capitalization rate. This rate is usually selected based upon an analysis of sales of similar facilities. However, as previously discussed, airport-based properties are typically leased from airport owners (or sponsors) or other governmental entities and are rarely sold on the open market. Therefore, the Appraiser has derived an overall capitalization rate through an analysis of alternative source of rates published by Burbach & Associates and Price Waterhouse Coopers (PWC) Real Estate Investor Survey. Burbach & Associates published the results of a regional survey that includes southern Texas. Rates in this survey ranged from 8.0% to 10.0% with most rates between 9.0% and 9.5%. PWC rates range between 6.0 to 12.0% for the National Warehouse Market and average of 7.4%,. In addition to the survey of rental rates, the Appraiser has obtained and considered rates of return for airport based properties. Those airport owner/operators surveyed indicated that a rate of return in the range of 8% to 12% is typically desired for commercial use properties located on-airport with rates of return in the 9% to 10% being most common. With consideration to the physical characteristics of the Subject Properties and economic conditions in the area, an overall rate of 9% was selected as being most appropriate for the Subject Properties. This rate is also consistent with regional and national trends in the aviation industry. Sunni Lary Appraisal Report 63 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group VALUATION 7. Income Approach Summary West General Aviation Area INCONE APPFIC14M St MIMAW VVGA H-1* 14,000 - $ WGA H•2* 14,000 - WGA 1+3* 11,5011 - WGA Hµ4` 13,325 - . , VVGA 01F-1** 3,105 - $ 6.000 $ 18,630 WGA OF-2– 4,680 - $ 56511 $ 26,442 WGA OF-3" 2300 $ 62W $ 14,375 WGA CF4* 2,3600 - $ 6.250 $ 14,375 WGA OF-2 StoraW 4,680 - $ 1.250 $ 5,850 WGA Apron-Caocrote*** 466,514 - $ 0.350 $ 163„280 WGA Apron-FSF— 11,246 - $ 0.:350 $ 3,906 WGA Parking-Concrete' 5,280 - $ 0300 $ 1,584 GA Pakng-Asphalt`s* 56,543 - $ 0.300 $ 16,963 - 24,000 $ 0.7501 $ 118,000 WGA FSF— - 10,000 $ 0.750 $ 7,500 - 500 $ 0.750 $ 375 Total Gross Income $ 370',274 �� u r , e Management(%of Effective Cross Income) 2.00110/ NA $ 7,035 Reserves far FWacen It(Asphalt/Concrete $ 0.050 539,583 $ 26,979 Reserves for Wacsrnent(Buildngs) $ 0.100 69,890 $ 6,959 Total Expenses and Fbaserrres $ 41,003 z:Ivor r M , a '" No leasehold value exists for the Improved Land (Commercial) due to the month-to-month nature of the Pease. Summary Appraisal Report 64 City of Corpus Christi, Corpus Christi International Airport(11!18/2011) Aviation Management Consulting Group VALUATION East General Aviation Area INCOME APPFDAM SUMIMA ^ EGA K1* 25,600 $ 1.650 $ 42,240 EGA F+2* 15,000 $ 1.500 $ 22.500 EGA F+3k 30,800 - $ 1.650 $ 50,820 EGA 144* 5,0100 - $ 1,rj50 $ 8,250 EGA C F-1* 4,900 - $ 6.000 $ 29,400 EGA OF-2– 2,500 - $ 6.250 $ 15,625 EGA CF-3`` 5,000 - $ 5.650 $ 28,250 EGA CF44** 5,000 - $ 5.650 $ 28,2:50 EGA OFF-5`* 5,700 - $ 5.650 $ 32,205 EGA OF-6 ` 2,000 - $ 6.250 $ 12,500 EGA CF-5 Storage* 1,900 - $ 1.250 $ 2,375 EGA Aaron-Asphalt*"* 354,7651 $ 0.325 $ 115,299 EGA Parking-Vie— 47,266 $ 0.300 $ 14,180 EGA Parking-Asphalt*`* 39,500 - $ 0.300 $ 11,850 - 36,0001 $ 0.750 $ 27,000 EGA FSF— 12'.000 $ 0.750 $ 9,000 2,000 $ 0.750 $ 1,500 - 2,000 $ 0.750 $ 1,5017 Taal Grow I'r e $ 45Z744 u � o Managen (%d Effective Grass Income) 2.00°/ NA $ 8,602 Reserves for replacement(Asphalt/Concrete $ 0.050 441,531 $ 22,077 far FWacenxxt(Builciings) $ 0.100 103,400 $ 10,340 Total Expenses and Deserves $ 41,019 10m11. I V 7iif Ili i11 11114 Elmo * No leasehold value exists for the Improved land (Commercial) due to the short-term nature of the lease. Summary Appraisal Report 65 City of Corpus Christi, Corpus Christi International Airport(11/18/2011) Aviation Management Consulting Group VALUATION D. Reconciliation and Final Market Value Estimate This analysis has resulted in the following value conclusions as of August 11, 2011: WGA EGA Cost Approach $4,250,000 $2,500,000 Income Capitalization Approach $3,500,000 $4,250,000 The Cost Approach was supported by the MVS. There was some judgment involved in estimating accrued depreciation due to the age of the improvements (the exact dates of construction or age of each improvement is not known and/or could not be ascertained in all cases). The Sales Comparison Approach was not performed since, it was not considered appropriate or applicable in this case. There was no leasehold value in the FBO Improved Land (Commercial) due to the month-to-month and short-term nature of the leases. Additionally, when FBA) sales occur, it is difficult to ascertain separate business enterprise and real estate values. The Cost Approach supported the Income Approach and vice versa. While there was subjectivity involved in estimating market rents for each component of the Subject Properties, a survey of comparable and competitive airports was conducted and regional and national data provided additional credibility in establishing rental rates for each component of the Subject Properties. Since the Subject Properties would be leased on a "net" basis, the expenses incurred would be limited. The capitalization rate was supported by a national and regional investor survey as well as conversations with airport owners/operators. In summary, while the value derived using the Income Approach was different than the value derived using the Cost Approach for both WGA and EGA, in this case, the values derived using both approaches were given (generally) similar weight overall. As such, the Appraiser concluded between the two approaches. The final value conclusion as of August 11, 2011 is as follows: "As Is" Value (August 11, 2011) West General Aviation Facility $,3,750,000 East General Aviation Facility $,3,500,000 Summary Appraisal Report 66 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting Group VALUATION E. Prospective Marketing and Exposure Time Part of an appraisal assignment is to report a typical marketing period for the Subject Properties based upon the value conclusion. Generally, the marketing period is tied to the definition of Market Value which, in this case, states that "A reasonable time is allowed for exposure in the open market" Therefore, the research must focus on what would be a reasonable marketing and exposure time in the market for this type of property being appraised. As such, the marketing time estimate is based upon the known and expected characteristics of the property, its environs, and the conditions of the current real estate market to the point of reaching a negotiated sales contract. There is a difference between exposure time and marketing period and this is an important distinction that needs to be made. Within this context, an analysis of market transactions is integral to the appraisal process. For example, comparable properties which are under contract on the effective date of value are not usually adjusted for time (date of sale), whereas options that call for a future closing date are generally adjusted back to the date of appraisal. In other words, it is the "meeting: of the minds" as to price and terms that influences the appraisal. Therefore, in this report, "reasonable exposure time" is viewed as an historical event ending on the valuation date. Conversely, the "marketing period" is the Appraiser's estimate of the length of time necessary to secure a binding sales contract on the property in the future (i.e., prospective marketing time). The responses to the PWC Real Estate Investor Survey have also been reviewed and considered by the Appraiser. This survey is published at quarterly intervals and summarizes the responses of developers and investors. In the most recent survey, the average marketing time for industrial properties nationally was 7.69 months and regionally was up to 12 months for 82% of the responders. Given the current market conditions in the area and the uniqueness of the Subject Properties, the Appraiser believes a reasonable marketing time for the Subject Properties would be 12 months at the estimated market value assuming a compatible aviation use. Essential to this conclusion is the marketing of the property by competent professionals. The exposure period is also estimated at 12 months. Summary Appraisal Report 67 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management Consulting GroupAviation APPENDIX IX. APPENDIX A. Mathematical Definitions The "Minimum" and "Maximum" columns represent the minimum and maximum values present in the data range. The "Mean" column represents the arithmetic average of all data in the data range. The "Standard Deviation" column represents the standard deviation of all data points in the range. Standard deviation is a statistical method designed to mathematically measure the variability in a set of data points. The calculated figure for standard deviation is indicative of the relative distance between the mean and every data point. For a normally distributed population, approximately 68% of the data points would fall within 1 standard deviation of the mean, as illustrated by a normal bell curve. Similarly, approximately 915% of the data points would fall within two standard deviations while approximately 99.7% of the data points would fall within three standard deviations of the mean. Assuming the collected sample data from the comparable airports is representative of the population and the population follows a normal bell curve, the calculated standard deviation values would illustrate the relative variability in data paints (i.e., how close these data points are to the mean). The figure in the "Median" column, is the median of the data range. Essentially, half of the data points in the number series are below the median value while half of the data points in the number series are above the median value. The figure in the "Range"' column is the difference between the maximum and minimum values of the data range. The "Midpoint" is an analysis which utilizes the Mean and Median values of the data set to determine a representative "average." Utilization of the Mean and Median values are incorporated in an effort to identify and eliminate the influence of outliers on the representative "average." Summary Appraisal Report 68 City of Corpus Christi, Corpus Christi International Airport (1111812011) MM Aviation Management Consulting GroupAviation ,APPENDIX B. object Properties—Identification Map A CORPUS C HIUSTL kt'�w�°V ERINATIONAL AIRPORT MIRkATI _. �' 47E3PAri'4T'a6r:M'Y OM':4"�'d1fWE.�1:�a.a �^�' Summary Appraisal Report,City of Corpus Christi,Corpus Christi International Airport(1 111 8120 1 1) 69 Aviation Management Consulting GroupAviation APPENDIX C. Subject Properties—Component Identification Map 1. West General Aviation Facility GIRBTL INTERNATIONAL AIRPORT ........... 'wc WCA 11-4 Nil I \l4JKX13F J JL\ .3 -2 WGA OF I , 469)SI Z,W)sr ST 'J T , 7- 7"- " T -T- NO E 7 7 HINNG'Ka aO �A42T AIN K""1.OT 6'An AM0,',1WU431" nlNCKNri$ hr 4N C La 1,10.r119%1 AM)""1 4 If ............................. FIFIANN" 11-IT J VrT%1T1Vr.%-r wK"11-A)N UNT 1AW111 rE EXIWN 111PACE., COC�WNMM ............. Summary Appraisal Report,City of Corpus Ch hsti,Corpus Christi International Airport(11/1812011) 70 Aviation Management Consulting GroupAviation APPENDIX 2, East General Aviation Facility . _ _. __ .wro tt�tr:rtt �Irr>er�re� : a..uatt't m El t F 1 � � I l 54,606 'SE 's 196060 " ` ,y, 56,660 SF r _ t 4 y QA ","Eastra i � rMAt,u�c�l�xrsm.^ sM- � L"41250'7k(1'M}.Ch&�IUi,Utid% 0.4 MA Wr R%A"tlK5 � _p�c .vurra e .nr w �r ratia uxct-uj.lwIEr.a FW ZvT..KU4MC4U (�CIO Y.J.rIYk GA.t.Y.M AMl G°q ( f M e emr^ua II irr Md'G4",�.b Wd P9aF19 tS8'\(r '�.!'^J^yam^^ adl*Sa...AU.s.. 'IdE$1k'%EY i .... Summary Appraisal Report,City of Corpus Christi,Corpus Christi International Airport(1111812011) 71 Aviation Management Consu9ting GroupAviation APPENDIX D. Subject Properties -- Photographic Survey 1. West General Aviation Facillty t � �a a rl y +�����✓l��'�'ai a ����i yra � r rl � d �/i �1r /rr�a>�Jrrra ✓� i /Y WGA OF-1 -- Exterior L�rpMf���Nl �d �8 WGA OF-1 — Interior Summary Appraisal Report 72 City of Corpus Christi, Corpus Christi Ilnternational Airport(1111812011) Aviation Management Consulting Grou'pAviation APPENDIX / WGA OF2 — Exterior Yi Y IY I 911 i,i I p �'i ilY 9wd W � II Y� i n I rW'f rvY {37' WGA OF2 — Interior Summary Appraisal Report 73 City of Carpus Christi„ Corpus Christi International Airport(1111812011) Aviation Management Consulting GroupAviation APPENDIX �� ��✓�rah "� (f � i�� � C t r q p WGA OF3 - Exterior %'�� � ��Y✓��f aid��/�!„ �fi',� WGA OF3 - Interior Summary Appraisal Report 74 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting GroupAviation APPENDIX r,i /�v/Jif t��i�l�w�r✓r/�rr9 `7�+5ii/`11i1/l/ / 1r P� pp /w 'U" r- r WGA OF4 - Exterior r r a l SVGA GF4 — Interior Summary Appraisal Report 75 City of Corpus Christi, Corpus Christi lnternationan Airport(11118/2011) Aviation Management Consulting GroupAvi'ation APPENDIX � f n VWGA Apron �/tier ! ttl � r r ✓ V ' , r r WGA Vehicle Forking Summary Appraisal Report 76 City of Corpus Christi, Corpus Christi International Airport(1 11812011) Aviation Management Consulting GroupAviation APPENDIX `�� rr"��',✓'1n '���r��a"�rr���r�'{�fJl�!{�irYl�� �t���iir �i�i? �P „J{�I Ii; �1� I J i ���,��(y�//f JJ i i/ /r�z(N�+l��V>i�� �j"u Mrf(�� /i71��� rr f r 1�� ✓ � r i ,Jl lath✓,It�l,J�r,!�//rr r�trrlf JN/�//�rr�sy�r i`rIr �r!II��Y //�l r r /F r �,a'f����/r��/r /rr�, -%h�� 11J`p,�Y!J r 1' lrJr(��I,���rr J��/sJ✓Illr%/%I'ur��)��,,j firj"r���drY�// it%i;�ri���j�r J� +fr��,,%'r j�J'�fre iF 'r'J. r��Pn,,,,, r!,,+� i s pd�� +" rll/rf f r /,, //%�y ✓ r/rl/�7`''�rlJ rill��f% It ���o�� ” ( !7 r�. 0. `' ,'��1���i��l���1���'�i������9,������f9F�ryi 1,/lj I rr r,��,r���u�'1'4�N f/%��r'�� ii, �lll ,j d'o r d ✓J/ �. I( +fir J I '� " PJ xd✓l>(y �i�r I t1 { Jr✓✓ � �1� ��r1�i F rl fir; a,; � � /j��,, ,✓ � I WVGA H-1 Exterior it I J ai' �"ir�WVN I�kyY� `i"r V'f r f I WVGA H-1 Interior Summary Appraisal Report 77 City of Corpus Christi, Carpus Christi International Airport(1111812011) Aviation Management Consuiting CroupAviation APPENDIX �/!�/ i �9 ✓ 1l'1m is r /,�/ WGA H-2 Exterior n. x 9 !YlW!Zbs, d l Yr �� � fll p11 J it WGA H-2 interior Summary Appraisal Report 78 City of Corpus Christi, Corpus Christi International Airport(1 1/1 812 0 1 1) Aviation Management Consulting GroupAviation APPENDIX 'P� of P llf/7lai� VWGA H-3 Exterior WGA H-3 Interior Summary Appraisal Report 79 City of Corpus Christi„ Corpus Christi International Airport(1 111 812 0 1 1) Aviation Management Consulting GroupAvilation APPENDIX o �� , l"� r r r '�qtr b t�������✓�,,, �r✓1 is,�/r i �1�/✓ r{„°�;, yy``�; � fJi°J'✓ ✓ a 9 �r1; r WGA H-4 Exterior i�✓/il»sS�r u o i�� dJ��y ll Ijd�a! ,II j; aF i✓y✓k�ar>`��'�i�✓'��r fr�x% lr✓d��i � /�iIr �����r N✓ifi� ����"Y1r" ���✓ � pip 't a +i ;, '�� .r✓�,a lid;,5b�'C��:i,,,,,,,, w�„n4„1, ��`�i��r ,i��,Y �,�r'I GIA H-4 Interior Summary Appraisal Report 80 City of Corpus Christi„ Carpus Christi International Airport(1111812011) Aviation Management Consulting GroupAviatinn APPENDIX i T r 1' f WGA Storage l / r frl r r r l� if � 7 sdp � rr r rs f l��/yr sslf 1 %i rr,�j�l����l rr yr Y� Ill�✓!l r t r i � /� rrr ra/r7�j�rd pl r y/yirr tl�r� ✓1/ rr ri �I I' � i r r � / / d Y r✓,r/r/�/F / s R�i� rr ri i //,r��✓m i �ia1�' r r'l Sri 4,�'/� WGA Fuel Storage Facility Summary Appraisal Report 81 City of Corpus Christi, Carpus Christi International Airport(1 111 8120 1 1) Aviation Management Consulting GroupAviation APPENDIX 2. East General Aviation Facility m� �i li '. i I��IIII 147 l m rP / �Y ��il✓r✓ + �f`�P/a� f � ����fYf y�r rl r",a ,iaG{ r�� f✓���r A�;r�a V N� 1� EGA O R — Exterior z d � / 711 lf/lrf G �J EGA OR — Interior Summary Appraisal Report 82 City of Corpus Christi, Corpus Christi International Airport ('11118120?1) Aviation Management Consulting GroupAviation APPENDIX 1 1 F V EGA OF2 — Exterior a. �i y � III J � l f 1jV •1i ry EGA OF2 — Interior Summary Appraisal Report 88 City of Corpus Christi, Corpus Christi International)Airport(1111812011) Aviation. Management Consulting GroupAviiation APPENDIX i y- EGA OF3 — Exterior EGA OF3 — Interior Summary Appraisal Report 84 City of Corpus Christi, Corpus Christi International Airport(1 111 8120 1 1) Aviation Management Consulting GreuapAviation APPENDIX e. l M7��ti EGA OF4— Exterior r ��a �I y r I, EGA OF4 - Interior Suimmary Appraisal Report 85 City of Corpus Christi, Carpus Christi International Airport(1 111 8120 1 1) Aviation Management Consulting CroupAviation APPENDIX a EGA OF5 - Exterior i- EGA OF5 - Interior Summary Appraisal Report 86 City of Corpus Christi, Corpus Christi International Airport (1 111 812 0 1 1) Aviation Management Consulting CroupAviation APPENDIX t� EGA GF6 — Exterior -, ' EGA OF6 — Interior Summary Appraisal Report 87 City of Corpus Christi, Corpus Christi International Airport(1 111 812 0 1 1) MM Aviation Management Consulting CroupAviation APPENDIX 'r r, i EGA Apron +ti I o�rrri 1 EGA Vehicle Parking Summary Appraisal Report 88 City of Corpus Christi, Corpus Christi International Airport (11✓18/2011) Aviation Management Consulting GroupAviation APP'EN'DIX r P, va" EGA H-1 Exterior r y' IN EGA H'41 Interior Summary appraisal Report 89 City of Corpus Christi, Corpus Christi Wernatlonal Airport(1 119 8/2 0 1?) Aviation Management Cansuitin GroupAviation APPENDIX 1°ri �t rtr iu i sj 7�n/ EGA H-2 Exterior EGA H-2 interior Summary Appraisal Report 90 City of Carpus Christi, Carpus Christi International Airport (11118 2011) Aviation Management Consuiting Grou pAviation APPENDIX n hr EGA, H-3 Exterior n �o r EGA, H-3 Interior Summary Appraisat Report 91 City of Corpus Christi„ Carpus Christi Internationall Airport (1 111 812 0 1 1) Aviation Management Consulting GroupAviation APPENDIX , y u s : S EGA H-4 Exterior , 1, t EGA H-4 Interior Summary Appraisal Report 92 City of Carpus Christi, Carpus Christi International Airport(1111 /2011) Aviation Management Consulting GroupAviation APPENDIX r t iy a� r r i X EGA Storage DG'r v �a j��dt� i 1 Ji �����r ��X ;,irk✓ 1 / Y rs q EGA Fuel Storage Facility Summary Appraisal Report 93 City of Corpus Christi, Corpus Christi International Airport(1 111 8/20 1 1) MM Aviation Management Consulting GroupAviation APPENDIX 3. Improved and Unimproved Land Ell Land B1 Land Summary Appraisal Report 94 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Management Consulting CrouipAviation APPENDIX 1� 1 C1 Land ��'�1� 1i��" �T �/ r .Rr��;!i� �/�hi i/✓�w�I lk �P/!r/v I C( � ;�,,�;�� J l��(J1 /1�i41i 1��ll� i✓.�%/1� i����f��1� "�Y� �0j P Y � ti �, v (Ir,�° 0 ��/f/rid /��lG 1I�J/� rlWa tir tuff C2 Land Summary Appraisal Report 95 City of Corpus Christi, Corpus Christi International Airport(1 111 8120 1 1) IMM Aviation Management Consulting GroupAviation APPENDIX E. Subject Properties — Metes and Bounds Descriptions corner of the tract of land described in Article 1, Paragraph A, of the Contract and Lease Agreement between the Greensboro-High Point Airport Authority and Atlantic Aero, Inc., bearing date of 24 May 1971, and running thence from said beginning point North 44 deg. 49 min. 30 sec. West 198.06 feet to a point in the margin of Perimeter Road; thence running with the southeastern margin of Perimeter Road as it curves to the right a chord and chord distance of North 40 deg. 38 min, 29 sec. East 47.22 feet, thence continuing with said margin of Perimeter Road North 60 deg. 20 min. 58 sec. East 204.60 feet; thence continuing with said margin of Perimeter Road as it curves to the right a chord and chord distance of North 68 deg. 16 min. 15 sec. East 140.76 feet; thence continuing with said margin of Perimeter Road North 76 deg. 10 min. 25 sec. East 180.53. feet; thence South 45 deg. 10 min.' 30 sec. Bast 528.73 feet to the ooint of Beginning, containing 67,374 square feet and being colored in purple on the plat of survey attached to this Fourth Amendment and marked *Sxhibit B.' 'The above-described tract of land shall be added to and become a part of the demised premises effective 1 1989. C BEGINNING at the northernmost corner of the tract of land described in Article 1, Paragraph A, of the Contract and Lease Agreement between the Greensboro-nigh Point Airport Authority and Arlan- tic Aero, Inc., bearing date of 24 May 1971, and running from sald be3inniai point North 44 deg. 49 min. 30 sec. West 154.93, feet to a point in the margin of Perimeter Road, thence with said margin of Perimeter Road 'North 76 deg. 10 min. 25 sec. East 51.42 feet; thence with said margin of Perimeter Road as It curves to the right a chord and chord distance of South 74 deg. 18 min. 59 sec. East 68 feet; thence continuing with the margin of Perimeter Road South 44 deg. 49, min. 30 sec, East 68.44 feet; thence South 145 deg,. 10 min. 30 sec. West 78.00 feet to the point of Beginning, contain- ing 10,0016 square feet and being colored in brown on the plat of survey attached to this Fourth Amendment and marked "Exhibit B." The above-described tract of land shall be added to and become a part of the eemised Premises effective D 3EGINNZNG at a point located North 45 deg. 10 min. 3,0 sec. East 8 feet from the northernmost corner of the tract of land described in Article 1, Paragraph A, of the Contract and Lease Agreement between the Greensboro-High Point Airport Authority and Atlan- tic Aero, Inc. , bearing date of 24 .4ay 1971, and running thence !coi-n said beginning point North 45 deg 10 min. 30 sec. East 70 feet to a point In the margin of Perimeter Road, thence with Perimeter Road South 44 deg. 49 min. 30 sec. East 411.68 feet; thence continuing with said margin of Summary Appraisal Report 96 City of Corpus Christi, Corpus Christi International Airport(1111812011) Aviation Managernent Consulting GroupAviation APPENDIX Perimeter Road as it curves to the left a chord and chord distance of South 60 deg. 42 min. 10 sec. East 71.12 feet; thence continuing with said margin of Perimeter Road as it curves to the right a chord and chord distance of South 37 deg. 16 min. Ol sec. East 25.34 feet to a point In General Aviation Loop Road; thence with said road as it curves to the left a chord and chord distance of South 08 deg. 42 min. 12 sec. East 85.79 feet, thence continuing with said access road as it curves to the left a chord and chord distance of South 60 deg. 37 min. 55 sec. West 20,07 feet; thence continuing with said road as it curves to the right a chord and chord distance of South 19 deg. 30 min. 05 sec. West 26.33 feet to a point in the margin of a spur off said General A7iation Loop Road; thence with the margin of said spur south So deg. 37 min. 5,5 Sec. West 20.017 feet, thence with the margin of said spur as it curves to the left a chord and chord distance of South 52 deg. 54 min. 27 sec. West 97.64 feet; thence North 44 deg. 49 min. 30 sec. West 19.48 feet; thence North 45 deg. 10 min. 30 sec. East 95.00 feeti thence North 44 deg. 49 r. min. 30 sec. West 550.00 feet to the point of Beginning, containing 47,873 square feet and being colored in red on the plat of survey attached to this Fourth Amendment and marked "Exhibit B."' The above-described tract of land shall be added to and become a part of the demised pre-nises effective 1989. BEGINNING at a point located 'No:ith 45 & g. 10 min. 30 sec. East 500.00 feet from the southernmost corner of the tract of land described in Article 1, Paragraph A, of the Contract and Lease Agreement between the Greensboro-Eig', oint Airport Authority and Atlantic Aero, Inc., bearing date of 24 May 1971, and running from said beginning point North 00 deg. 10 min. 30 sec. West 247.49 feet; thence North 44 deg. 49 min. 30 sec. West 190.52 feet to the margin of a spur of'. General Aviation Loop Road; thence with said margin of said spur as it curves to the right a chord and chord distance of North 52 deg. 54 min. 30 se=. East 81.50 feet, thence continuing with the margin of said spur North GO: deg. 37 min. 55 sec. east 23.22 feet, thence continuing with said margin of said spur as it curves 'to the right a chord and chord distance of South 80 deg. 06 min. 34 sec. East 25.31 feet to the margin of said General Aviation Loop Road, thence with the margin of said General Aviation Loop Road as it curves to the left a chord and chord distance of South 54 deg. 10 min. 25 sec. Cast 90.10 feet; thence continuing with said margin of said General Aviation Loop Road as it curves to the right a chord and chord distance of South 27 deg. 23 min. 02 sec. East 25.83 feet to a point in the margin of another Spec off said Loop Road; thence South 12 deg. 48 min. 28 sec. Wiest 168.82 feet, thence continuing %;Eth the margin oi! said spur as it curves to the left a chord and chord distance of South 06 deg. 31 min. 29 sec. West 119.28 feet; thence South 44 deg. 49 min. 30 sec. Summary Appraisal Report 97 City of Corpus Christi, Corpus Christi International Airport (1111812011) Aviation Management ConsuBting GroupAviation APPENDIX East 14.49 feet to the point of Beginning, contain- ing 26 ,109 square feet and being colored in blue on the plat of survey attached to this Fourth Amend- ment and marked "Exhibit B.* The above-described tract of land shall be added to and become a part of the demised premises effective. 1 �gmg.C_ 1989. BEGINNING at a point located North 45 deg. 10 min. 30 sec. East 500-00 feet from the southernmost corner of the tract of land described in Article 1, Paragraph A, of the Contract and Lease Agreement between the Greensboro Eligh Point Airport Authority and Atlantic Aero, Inc. , bearing date of 24 May 1971, and running thence from said beginning point South 44 deg. 49 min. 30 sec. East 14.49 feet to the margin of a spur off General Aviation Loop Road; thence with said spur South 00 deg, 14 min., 30 sec. West 146 .52 feeti thence South 89 deg. 18 min. 30 sec. West 85.45 feet; thence North 44 deg. 49 min. 30 sec. West 58.44 feet to the point of Beginning, containing 12,275 square feet and being colored In yellow on the plat of survey attached to this Fourth Amendment and marked "Exhibit B.* The above-described tract of land, was added to became a part of the demised premises effective April 1985. G BEGINNING at a point located North 45 deg . 10 min. 30 sec. East 250-00 feet from the southernmost corner of the tract of land described in Article 1, Paragraph A, of the Contract and Lease Agreement - between the Greensboro-Sigh Point Airport Authority and Atlantic Aero, Inc. , bearing date of 24 May 1971, and running thence from said beginning point 1 East 85.00 feet to a North 45 deg . 10 min. 30 sec. point; thence South 44 deg. 49 min. 30 sec. East 58.44 feet; thence North 89 deg. 16, min. 30 sec. East 85.45 feet; thence South 00 deg. 14 min. 30 sec. West 119.23 feet; thence South 89 deg. 14 min.* 00 sec. East 30. 16 feet; thence South 00 deg. 14 rain. 30 sec:. West 425.41 feet; thence North 89 deg. 23 min. 45 sec. west 45.39 feet; thence North 44 deg. 49 min. 30 sec. West 341-81 feet; thence North 45 deg. 10 min. 30 sec. East 250.00 feet; thence North 44 deg. 49 min. 30 sec. West 150-00 feet to the point of Beginning, containing 94,899 square feet and being colored in gray on the plat of sur- vey attached to this Fourth Amendment and marked "Exhibit B." The above-described tract of land shall be added to and become a part of the demised premises effective 1989 . Summary Appraisal Report 98 City of Corpus Christi, Corpus Christi International Airport(11118120,11) W= Aviation Management Consulting GroupAviation APPENDIX F. Consultant/Appraiser Qualifications 1. David Benner (Consuftant~l Associate Consultant (Aviation Management Consulting Group, Inc.) Experience David Benner has more than 10 years of aviation, management, and customer service experience including airport operations, flight instruction, business operations, and aviation (airports and aviation businesses) management consulting. Education David has a Bachelor of Science degree in Business Administration from Bethel College and a Master of Business Administration degree in Aviation with a concentration in Airport Management from Embry-Riddle Aeronautical University (ERAU). Additionally, David has a commercial pilot license with instrument and multi-engine ratings, and he i's a Certified Flight Instructor. Expertise Airport Business • Appraisals and Valuations Appraisals and Valuations • Leasing Policies • Due Diligence • Rents and Fees Policies • Strategic/Business Planning • Minimum Standards Operational and Financial • Rules and Regulations Assessments • Development Guidelines • RFP Response Development • Lease/Use/Operating Agreements (Proposal) • Strategic/Business Planning • Market Assessments and • Rent Studies Feasibility Studies • Fee Studies • RFP Development and Response Evaluations • Market Assessments and Feasibility Studies • Operational and Financial Assessments Summary Appraisal Report 919 City of Corpus Christi, Corpus Christi International Airport (11/1 8/2011) Aviation Managernent Consulting GroupAviation APPENDIX Background Prior to joining Aviation Management Consulting Group, David was a full-time student pursuing his Master's degree at ERAU in Daytona Beach, Florida. While at ERAU, he served as a graduate assistant and completed a number of high profile research projects including an Aviation Forecast Study (San Diego International Airport), a Security Study (San Francisco International Airport), and a Customer Satisfaction Survey (Daytona Beach International Airport), In addition, while pursuing his Master's degree, David completed an internship with Daytona Beach International Airport focused on airport administration, operations, andl management. Summary Appraisal Report 100 City of Corpus Christi,, Corpus Christi International Airport(1111812011) Aviation Management Con suillti n g GroupAviation APPENDIX 2. Robert Decker(Appraiser) Principal (Decker Associates, Inc.) Experience Robert (Appraiser) has over 35 years of commercial appraisal and consulting experience including a variety of aviation assignments encompassing the valuation of airport land and building improvements (both leased fee estate and leasehold interest). In addition, Robert has completed a number of rent studies involving airport (and aviation-related) properties. Education Robert has an undergraduate degree in Business Administration from Colorado State University in Ft. Collins, Colorado. In addition, he has completed the following Appraisal Institute Courses: Capitalization Theory and Techniques 1A and 113, Case Studies in Real Estate Valuation 11, Investment Analysis VI, and Litigation Valuation, Standards of Professional Practice and numerous appraisal seminars. Robert is a Certified General Appraiser in the state of Colorado and has performed appraisal assignments in thirteen other states. Expertise Airport/FBO/General Aviation Non-Aviation (Commercial) • Appraisal • Sale/Purchase • Valuation • Financing • Rent Studies • Estate Tax • Strategic/Business Planning • Condemnation • Market Assessment • Feasibility Study Summary Appraisal Report! 101 City of Corpus Christi, Corpus Christi International Airport(1111812011) MM Aviation Management consulting GroupAviation APPENDIX 3. James Burbach (Appraiser) President (Burbach & Associates) Experience James (Jim) Burbach (MAI and President of Burbach & Associates,) has approximately 35 years of appraisal and consulting experience including: appraisal and investment analysis of residential PUDs; absorption studies for residential demand projections; pricing recommendations for proposed office, industrial, and residential PUDs; and, the valuation of office buildings, multi-family projects, regional malls, hotel/motels, industrial properties, and major land assemblages. Education Jim has an undergraduate degree in Finance from the University of Wisconsin in Whitewater, Wisconsin and a graduate degree in Real Estate Appraisal and Investment Analysis from the University of Wisconsin in Madison, Wisconsin. Jim is a Certified General Appraiser in the state of Texas. Expertise Non-Aviation (Commercial) Financing • Feasibility Studies • Estate Tax • Litigation Support • Strategic and Business Planning • Market Assessments • Condemnation Summary Appraisal Report 102 City of Corpus Christi:, Corpus Christi International Airport(1111812011) Exhibit 3 CORPUS CHRISTI INTERNATIONAL AIRPOItT West General Aviation Hangars ............................................................................................................................................................................................................................................................................................................................................................................................................................................. Structural Condition Assessment Prepared by: -%', XXX A. TXBM PGAL '#I 8861�i JAN 28, 201 November 2010 West GA Hangars 1-4 Structural Condition Assessment November 2010 Structural Condition Assessment for CCIA West General Aviation Hangars EXECUTIVE SUMMARY The existing West General Aviation Hangars at Corpus Christi International Airport were inspected with regard to structural condition and serviceability. These structures are approximately 45 years old. West GA Hangars 1, 2 and 3 are currently in use for Fixed Base Operations serving the general aviation community. Hangar 4 is in use as a private corporate hangar serving Berry, Inc. Visual field inspections were performed to assess the structural adequacy of these buildings. No destructive testing, invasive inspections or capacity analysis was performed as it was beyond the scope of the investigation. Based on the observations made during the visual inspections, Hangars 1, 2 and 3 have adequate structural integrity to support the original intended design loads. A conclusive determination of structural adequacy could not be made for Hangar 4 and additional investigation will be required. All of the West GA Hangar buildings have building envelope issues that will require certain repairs. Recommendations for such repairs are provided and a conceptual cost estimate for those repairs is included. Drainage improvements are also recommended. West GA Hangars 1-4 Structural Condition Assessment November 2010 INTRODUCTION The West GA Hangar buildings were originally constructed in the middle 1960's and are approximately 45 years old. They are of commercial metal building type construction with portions constructed with brick veneer. On October 15th and 18th and November 23rd, 2010 site visits were undertaken for the purpose of establishing the general structural condition of the existing CCIA West General Aviation Hangars. The structural condition assessment performed is intended to address the serviceability of the existing buildings for general aviation hanger type use and generally conforms to the guidelines of ASCE Standard 11-99, "Guideline for the Structural Condition Assessment of Existing Buildings." The assessment and report provided are NOT intended to be a "Property Condition Assessment" per ASTM E2018-08 although similar items are discussed. The inspection was limited to visual methods only and no destructive examinations were performed. The assessment provided is based solely on those items that could be observed directly and may not include all existing structural deficiencies, if any are present. While the primary focus of this report is the structural adequacy of the hangar buildings there is also discussion of the building envelope integrity as it relates to structural issues and certain recommendations are offered. FIELD OBSERVATIONS West GA Hangars #1 and #2 The first portion of the structural condition assessment consisted of inspection of the single story attached structure on the east side which is used as office space. A very limited set of original plans for a portion of these structures was available. This structure is a steel framed structure with a brick veneer exterior. West GA Hangar 1 and Office - 1 West GA Hangar 1 and Office - 2 West GA Hangars 1-4 Structural Condition Assessment November 2010 A 0` West GA Hangar 2 A portion of the exterior on the south end has a metal panel facade. An inspection of the exterior portions of the building revealed minor settlement which was evident as minor cracking of the brick veneer. Some of the cracking had been previously repaired or painted over. Brick Repair at Hangar 1 Office No other signs of foundation movement or distress were noted in this area. An inspection of the interior of this portion of the structure showed the structure to be in generally good condition. There was no discoloration of ceiling or wall coverings which may be caused by leaks. No signs of structural distress such as cracked drywall, displaced ceilings or walls were noted. No settlement or heaving of the floor system was observed. 3 16 West GA Hangars 1-4 Structural Condition Assessment November 2010 There is inadequate downspout capacity for this portion of the structure which needs to be remedied. �r Inadequate Downspout Capacity @ Hangar 1 The hangar portions of the structure are twin commercial metal building type structures approximately 120 feet wide by 122 '/z feet deep with a 40 foot wide by 122 '/z foot deep shop space in between. The exterior of the building was inspected first. The roof covering panels appeared to be in fair condition although the translucent skylight panels need to be replaced due to UV exposure and subsequent darkening. Leaks were reported at the ridge vent area by the building occupants although this could not be independently verified at the time of inspection. The building's roof life can be extended by application of an elastomeric coating system. There are several locations where the building's metal cladding panels have been perforated by corrosion and in addition, the building's rake trim is perforated and needs to be replaced. � 1 1 ; J l 1 Rake Trim Damage @ Hangar 1 Cladding Panel Damage @ Hangar 1 These items do not necessarily affect the structure's ability to support its intended design loads but if not repaired can lead to deterioration of primary and secondary structural members. There is corrosion damage to the rolling door tracks and there are numerous patches present. The rolling doors have mechanical damage as well as corrosion damage but are still operable. West GA Hangars 1-4 Structural Condition Assessment November 2010 I� /��/i � %/ Corrosion Damage to Rolling Door Tracks The concrete apron between the hangar building and the recently placed West GA apron paving has fairly extensive cracking and is likely allowing rainwater infiltration below the pavement. This water infiltration can cause deterioration of the subgrade and can shorten the service life of the pavement. The infiltration can also cause heaving of the underlying expansive clays leading to pavement or building slab distress depending on where it occurs. Some cracking of the interior floor slab is evident. The apron paving should be replaced in order to prevent further damage to the building slab and to maximize the life of the adjacent West GA apron paving. There is an attached covered parking canopy on Hangar 1 facing Pinson Road. Portions of the structural members of this canopy as well as the base plates and anchor bolts have experienced moderate to severe corrosion damage. 1 !1 err 5 tip Ali. i ii/ Corrosion Damage @ Parking Canopy Baseplate Damage @ Parking Canopy In its present condition, this parking canopy will not be able to support the intended design loads and should be repaired as soon as practical as any structural failure of the canopy will cause damage to the main hangar building. The repairs required will involve replacement of a portion of the structural members, replacement of baseplates and anchor bolts. An inspection of the interior of hangars 1 and 2 revealed the interior structure to be in fair to good condition. There is corrosion present on most of the secondary structural members but only minor section loss was noted at the time of inspection. However, the protective coating on these members has reached it service life limit and painting should be 5 o';,4 16 West GA Hangars 1-4 Structural Condition Assessment November 2010 considered. It is anticipated that the rate of corrosion will increase since the existing protective coatings are no longer fully functional. i Corrosion on Secondary Members @ Hangar 1 Corrosion on Secondary Members @ Hangar 2 The primary structural members appeared to be in good condition with no visible signs of distress or damage. There are locations where the main baseplates have been corroded due to water infiltration or possibly chemical exposure. These should be blast cleaned and coated at a minimum. After cleaning, these locations should be evaluated for section loss and a determination made at that time if further repairs are required. The base track which secures the metal cladding panels has experienced corrosion in numerous locations and should be replaced. The base track damage does not affect the structural serviceability of the building but can allow water intrusion and subsequent damage to structural members. ft ri If Base Track Corrosion Damage @ Hangar 1 Base Track Corrosion Damage @ Hangar 2 A complete structural analysis of the building to determine compliance with current building codes is beyond the scope of this report. However, with the exception of those areas specifically noted, Hangars 1 and 2 appear to have adequate structural integrity to carry their original intended design loads. There are building envelope and maintenance needs that need to be addressed which affect the general serviceability of the buildings. (3 11; f 16 West GA Hangars 1-4 Structural Condition Assessment November 2010 West GA Hangar #3 The West General Aviation Hangar #3 is commercial metal building type structure approximately 120 feet wide by 100 feet deep with a lean-to shed structure attached to the east side which is used for equipment storage. r I West GA Hangar 3 — 1 West GA Hangar 3 - 2 The exterior of the structure was inspected first. As with the first two hangars, the eave trim is corroded and should be replaced. The building cladding panels are perforated due to corrosion as well. There are locations where panel fasteners are missing. Illlf �uuuu��uooiuuuoouuui��iuii' Gutter/Trim Damage @ WGA-3 Gutter/Trim Damage @ WGA-3 There is generally poor drainage around the building. The downspouts on the west side of the building do not have splash blocks and wash out holes have developed. Rainwater in this area has nowhere to go but generally sheet flows across the adjacent undeveloped area toward Pinson Road. A poor drainage condition also exists between Hangars 2 and 3. The asphalt in this area has deteriorated and allows rainwater to infiltrate the subgrade. Additionally, the concrete apron between the hangar building and the recently placed West GA apron paving has fairly extensive cracking and is likely allowing rainwater infiltration below the pavement. This water infiltration can cause deterioration of the subgrade and can shorten the service life of the pavement. The infiltration can also cause heaving of the underlying expansive clays leading to pavement or building slab distress depending on where it occurs. Some West GA Hangars 1-4 Structural Condition Assessment November 2010 heaving of the interior floor slab is already evident along the north and west sides of hangar 3. The apron paving should be replaced in order to prevent further damage to the building slab and to maximize the life of the adjacent West GA apron paving and positive drainage features such as concrete lined swales should be provided to direct runoff towards Pinson Road. SIR No Drainage for Downspouts—WGA-3 No Drainage for Downspouts—WGA-3 f%f r , Deteriorated Asphalt Between WGA-2 & WGA-3 Deteriorated Asphalt Between WGA-2 & WGA-3 u , i 8 o'; "'tl 6 West GA Hangars 1-4 Structural Condition Assessment November 2010 A ron Crackin WGA-3 Aron Crackin WGA-3 Floor Heave @ WGA-3 Floor Heave @ WGA-3 An inspection of the hangar doors revealed corrosion to the secondary framing members although section loss at this time is minimal. There is minor mechanical damage to the door frames and bumpers. ODDioi�uoari i iuiai/r ( YP �l'Dlt li l ilf r 1 � f r l f/ Corrosion on Secondary Door Members WGA-3 Door Damage @ WGA-3 An inspection of the remainder of the interior of Hangar 3 revealed the interior structure to be in fair to good condition. There is corrosion present on most of the secondary structural members but only minor section loss was noted at the time of inspection. However, the protective coating on these members has reached it service life limit and painting should be considered. It is anticipated that the rate of corrosion will increase since the existing protective coatings are no longer fully functional. The primary structural members appeared to be in good condition with no visible signs of distress or damage. There are locations where the main baseplates have been corroded although not a severely as in Hangars 1 and 2. These locations should be cleaned and repaired as needed. As in Hangars 1 and 2, the base track which secures the metal cladding panels has experienced corrosion in numerous locations and should be replaced. The base track damage does not affect the structural serviceability of the building but can allow water intrusion and subsequent damage to structural members. West GA Hangars 1-4 Structural Condition Assessment November 2010 ISO Seconda Members WGA-3 Primary Members @ WGA-3 i Baseplate Corrosion @ WGA-3 Base Track Corrosion @ WGA-3 A complete structural analysis of the building to determine compliance with current building codes is beyond the scope of this report. However, hangar 3 appears to have adequate structural integrity to carry the original intended design loads. There are building envelope and maintenance issues that need to be addressed which affect the general serviceability of the building. The drainage issues in particular can cause damage to adjacent construction such as the recently completed West GA Apron. Since the West General Aviation Hangars 1, 2 and 3 are used by a common tenant and renovations are contemplated for the near future, a conceptual cost estimate is provided to offer "order of magnitude" type estimates for the probable repair costs. The cost estimate is included in the recommendations section. West GA Hangar #4 (Berry Hangar) The West General Aviation Hangar #4 is commercial metal building type structure approximately 120 feet wide by 100 feet deep with a lean-to structures attached to both sides of the hangar. The east side structure is an administrative offices building and the west side is a flight school. The exterior of the structure was inspected first. This lean-to structure is a steel framed structure with a brick veneer exterior. A portion of the exterior on the east and south sides has a metal panel facade. 10 11��If 16 West GA Hangars 1-4 Structural Condition Assessment November 2010 West GA Hangar 4 West GA Hangar 4 An inspection of the exterior portions of the building revealed minor settlement which was evident as minor cracking of the brick veneer. No other signs of foundation movement or distress were noted in this area. An inspection of the interior of this portion of the structure showed the structure to be in generally good condition. There was no discoloration of ceiling or wall coverings which may be caused by leaks. No signs of structural distress such as cracked drywall, displaced ceilings or walls were noted. No settlement or heaving of the floor system in this area was observed. The west side lean-to is clad in metal panels. No structural distress was noted from the outside of the building in this area and the interior was not accessible at the time of inspection. As with the other hangars, the eave trim and gutters are corroded and should be replaced. Downspouts were missing as well. I pU Ymrulpiprururururulmlmlmlmlmlililililililililipipppililil � )��� � i �°� li) ' IIIIIIII�II rr�l���UyaIIm�11DJ)�)�@��� ���(7((((� VhuuuuVVuuuuuuuuuul II ,, Gutter/Downspout Damage @ WGA-4 Gutter/Downspout Damage @ WGA-4 A few of the building cladding panels are perforated due to corrosion and the base angle is also corroded. There is generally poor drainage around the building although not as severe as at hangar 3. Cleanouts for the building's sanitary lines were noted on the north side of the building. The concrete apron between the hangar building and the recently placed West GA apron paving has fairly extensive cracking and is likely allowing rainwater infiltration below the pavement. West GA Hangars 1-4 Structural Condition Assessment November 2010 JI J. Poor Drainage @ WGA-4 Cleanouts & Panels @ WGA-4 This water infiltration can cause deterioration of the subgrade and can shorten the service life of the pavement. The infiltration can also cause heaving of the underlying expansive clays leading to pavement or building slab distress depending on where it occurs. The apron paving should be replaced in order to prevent further damage to the building slab and to maximize the life of the adjacent West GA apron paving and positive drainage features provided to direct water away from the building. The inspection continued with the interior portion of the hangar building. There is evidence of severe heaving of the floor slab in several locations within the hangar. This appears to be occurring in conjunction with settlement of several foundation members and is particularly pronounced on the east side of the building. It is along this building line that the sanitary sewer lines are located. Settlement/heaving in excess of one inch has occurred at these column locations. ie � i��u i�GVn IIY71 Y � lli Iliu � i 1 1 Floor Settlement/Heaving @ WGA-4 Floor Settlement/Heaving @ WGA-4 West GA Hangars 1-4 Structural Condition Assessment November 2010 Y r r � le J / Floor Settlement/Heaving @ WGA-4 Floor Settlement/Heaving @ WGA-4 A differential elevation survey is recommended to determine which of the building components are moving in a particular direction. An investigation of the sanitary sewer lines is recommended as leaks in these lines will continue to cause undesirable foundation or slab movement. A video inspection of the sewer lines should be considered. If the differential elevation survey indicates that the foundations are settling, further exploratory investigations should be undertaken to determine if the foundation bearing strata has been compromised. Inspection and investigations of this type are beyond the scope of this report. A stabilization and repair plan can be developed after such investigations are complete. Sections of the interior floor slab will require replacement once the under-slab soils are stabilized. An inspection of the remainder of the interior of Hangar 4 revealed the interior structure to be in fair to poor condition. There is corrosion present on most of the secondary structural members of the building. Some of the secondary members have been cut to allow for the installation of door openings. Portions of the eave strut members have severe corrosion. The protective coating on these secondary members has reached it service life limit and painting should be considered. It is anticipated that the rate of corrosion will increase since the existing protective coatings are no longer fully functional. An inspection of the hangar doors revealed corrosion to the secondary door framing members. There is minor mechanical damage to the hangar door frames and bumpers. The primary structural members appeared to be in fair condition. There are several locations where the main baseplates have minor corrosion. These locations should be cleaned and repaired as needed. f r 13 16 West GA Hangars 1-4 Structural Condition Assessment November 2010 Secondary Members @ WGA-4 Cut Secondary Members @ WGA-4 i i X141 Door Damage @ WGA-4 Baseplate @ WGA-4 A complete structural analysis of the building to determine compliance with current building codes is beyond the scope of this report and additional investigation of the foundation systems is required to determine the structural adequacy of Hangar 4. It is important to note that Hangar 4 is used for Medevac purposes. West GA Hangars 1-4 Structural Condition Assessment November 2010 RECOMMENDATIONS West GA Hangars 1, 2 and 3 Recommendations For repairs and updates to the West GA Hangars 1, 2 and 3, focus should be given to maintenance of the building envelope. Active areas of corrosion should be given priority. The parking structure at Hangar 1 should be repaired as it is currently structurally deficient. Attention should be given to general drainage issues for all of the hangar buildings with particular focus on Hangar 3. A conceptual cost estimate is included below. A 20% contingency has been included. No additional costs such as design fees or permitting have been included. It is possible that quantities or unit costs could vary as repairs plans are developed. West GA Hangar Renovation Estimate (Includes Hangars 1, 2 and 3 only) Recommended items 1-12 # ITEM QUANTITY UNITS COST TOTAL 1 Replace all gutter and trim 1620 LF $15 $24,300 2 Replace Skylight Panels 8 EA $250 $2,000 3 Replace Base Angle 1430 LF $8 $11,440 4 Repair/Replace Bottom Wall Panels 750 SF $12 $9,000 5 Replace Rolling Door Tracks 3 bld s LS $15,000 $15,000 6 Repair/Replace Rolling Doors 1 LS $28,000 $28,000 7 Repair Parking Shed 1 LS $10,000 $10,000 8 Repave Asphalt between hangars 3000 SF $15 $45,000 9 Route Drainage to ditch @ Pinson 500 LF $25 $12,500 10 Repair Girts / Purlins as needed 1 LS $7,500 $7,500 11 Paint Interior and Exterior 46000 SF $2.30 $105,800 1 , lace Concrete Aprons 9500 SF 1 $20 $190,000 Subtotal $295,800 20% Contingency $59,160 TOTAL $354,960 The items listed are not in a particular order of prioritization but instead offer a breakdown of projects that could be completed as funds became available. West GA Hangar 4 Recommendations Further investigation is required at West GA Hangar 4 to determine the cause of the slab and foundation movements. A differential elevation survey should be performed along with an inspection of the plumbing. The plumbing inspection should, at a minimum, include a static pressure test with a video survey preferable. The elevation survey and plumbing test will serve to guide further investigative activities such as coring or probing to determine the competency of the foundation. A repair plan could then be prepared. It is not recommended to proceed with other building repairs until it is reasonably clear that there is no foundation movement. After the foundation is stabilized the priorities would be the building envelope, drainage and corrosion repairs. The interior slab will likely need to be replaced. No cost estimate is offered for West GA Hangar 4 due to the uncertainty of the magnitude of the required repairs. A cost estimate would be possible after the recommended additional investigations. 15 (14 16 West GA Hangars 1-4 Structural Condition Assessment November 2010 Limitations and Closing The observations and recommendations provided herein are based on limited visual inspections and no destructive testing or invasive inspections were performed. These observations and recommendations are therefore limited to those features which could be directly observed through such techniques and all deficiencies (if present) may not be noted. PGAL appreciates the continued opportunity to serve the needs of Corpus Christi International Airport and we look forward to working with you in the future. Sincerely, Jeffrey A. Talbott, P.E. Director of Structural Design 16 11; f 16 EXHIBIT 4 Deferred Maintenance Items and Budget Hangars 1, 2 and 3 Items* Budgetary Cost Repair roof on Hangars 1, 2 and 3 $122,895 Replace base angle approx 14301f $ 11,400 Replace bottom wall panels 750 SF $ 9,000 Repair rolling doors (three buildings) $ 1,500 Repave asphalt between Hangar 2 and Hangar 3 approx 3000 sf. $ 11,571 Route drainage to ditch A Pinson, approx 500 If $ 1,250 Repair girts/purlins in all Hangars as needed $ 7,500 Paint interior and exterior of all Hangars, approx 46,000sf $ 79,969 * Corresponding to items described in the PGAL structural report appended to this Lease as Exhibit 3. EXHIBIT 5 Fees and Charges (as of Commencement Date*) Fuel Flowage Fee: $0.0625/gal Ramp Fees: Tie-Down (all aircraft): $25.00/day Remain Overnight (per night. On Ramp after 9 p.m.): Single Engine $20.00 Light Twin $25.00 Heavy Twin $30.00 Turbo Prop $40.00 Light Jets $50.00 Heavy Jets $100.00 Super Heavy Jets $125.00 Helicopter $30.00 Cabin Class Charter $250.00 "City Fees" Security Identification Badge Deposit: $100.00 Security Identification Badge Fee: $20.00 - $100.00 Security Identification Badge Replacement Fee: $100.00 reissue fee plus $20 ($120.00) Rental Car— not rented at Airport: ** $3.50/transaction day * All Fees and Charges may be adjusted by the Aviation Director periodically. ** Not applicable if a CFC has been assessed. d AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 12, 2013 "c1852 Second Reading Ordinance for the City Council Meeting of November 19, 2013 DATE: October 22, 2013 TO: Ronald L. Olson, City Manager FROM: Alison Logan, First Assistant City Attorney THRU: Sylvia V. Wilson, Human Relations Administrator sylviaw @cctexas.com 826-3196 Accepting and appropriating funds for Fair Housing Assistance Programs CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant with U.S. Department of Housing and Urban Development; appropriating $64,450 in the No. 1071 Community Enrichment Grants fund for Fair Housing Assistance programs. PURPOSE: Funding is available from the U. S. Housing and Urban Development (HUD) through the Office of Fair Housing and Equal Opportunity (FHEO) to Fair Housing Assistance Program (FHAP) agencies to carry out the provisions of the Fair Housing Act. BACKGROUND AND FINDINGS: In 2004, the City's Human Relations Commission received a HUD Certification of Substantial Equivalency. The certification acknowledged that the city's Discrimination in Housing ordinance (chapter 24, Human Relations, Article III) is equivalent to the nation's Fair Housing Act. Through the certification process, HUD entered into a Coop Agreement with the Human Relations office making it a recognized FHAP office. This is the only FHAP office south of San Antonio. As a HUD FHAP office, we are granted the authority and jurisdiction to investigate and resolve complaints of discrimination in the sale or rental of housing under the Fair Housing Act within the City limits. There are currently two Fair Housing Compliance Officers (one full time and one temporary) who investigate and close an average of 35 fair housing cases per year. CDBG funds used to pay the salary of the temporary employee will be expended by December 2013. The Partnership Funds will cover the salary of the temporary Compliance Officer to assist with investigations. In addition, outreach training will be provided to the community (i.e. underserved populations) and organizations such as the NAACP, LULAC, Corpus Christi Housing Authority, and the Corpus Christi Apartment Association. Another duty will be to provide referral and assistance information, pertaining to housing that is available through other agencies. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $ 64,450.00 $ 64,450.00 BALANCE $ 64,450.00 $ 64,450.00 Fund(s): Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Amended Cooperative Agreement Letter, and Amended Cooperative Agreement. Page 1 of 2 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant with U.S. Department of Housing and Urban Development; appropriating $64,450 in the No. 1071 Community Enrichment Grants fund for Fair Housing Assistance programs. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or his designee is authorized to execute all documents necessary to accept a grant with the U. S. Department of Housing and Urban Development in the amount of $64,450; appropriating $64,450 in the No. 1071 Community Enrichment Grants fund for Fair Housing Assistance programs. Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor %� RECEIVED C i� SMea�Q„y Di t'.�� � U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Fort Worth Regional Office,Region VI 3* *a GrU�° F cOF4#U F" p Office of Fair Housing&Equal Opportunity 'S u "� :tUs C� 801 Cherry Street,Unit#45,Ste,2500 G"�+HnEV� Fort Worth,TX 76102 Phone 1-888-560-8913 - Fax (817)978-5876 mm.hud.gov April 25,2012 Ms. Sylvia V. Wilson Corpus Christi Human Relations Commission 1201 Leopard St. Corpus Christi,TX 78401 Dear Ms.Wilson: Subject: Transmittal of Amended Executed Cooperative Agreement FF206K 116008 Enclosed you will find a copy of the fully executed Amended Cooperative Agreement between this Department and your Agency. The amended Cooperative Agreement is for the purpose of including Partnership Funds in the amount of$64,450 to the previous amount of$116,820. The effective date of the Agreement is February 13, 2012. All requests for reimbursement must be made utilizing the Line of Credit Control System(LOCCS). Pursuant to the 2012 Contribution Agreement,Article 5, a Narrative Report describing activities undertaken during the billing period is required when a request for reimbursement is submitted. Thank you for your continued cooperation. If you have any questions,please contact me at 817-978-5868. Sincerely, Garry Zweeney,Director Ft.Worth Regional Office of Fair Housing&Equal Opportunity Region VI Enclosures Department of Housing ' n ran Development office of Administration EInstrument',Assistance Instrument 2.Type of Action perative Agreement Grant Award Amendment Number 4,Amendment Number 5, Effective Date of this Action 6:Controll Number 1 1 February 1 , 2012 {N 7 -6000574 7.Name and Address of Recipient 6,HUD Administerin Office Corpus risti Human lations Commission Fort Worth Regional office of Fair Housing 1201 Leopard St. 801 Cherry St., Unit#45 Suite 25 Corpus Christi, TX 78401 Fort Worth, TX 76102 5a.Na �of minist rator 5b: DUNS 1 1 ar n ( 10.Recipient Project Manager 9.HUD Goverment Technical Representative Sylvia V.Wilson Geneveve s ( 17)978-589 11.��s�stance Arrangement 12,Payment method 13, HUD Payment Office Cost Reimbursement Treasury Check Reimbursement U,S. Department of Housing and Urban Development El Cost Sharing EJ Advance Check Field Accounting t r, Unit Suite 2500 Fixed Price Automated Clearinghouse 14.Assistance Amount 1 .HUD Accounting and Appropriation Data 15a,Appropriation Number 1b.Reservation number Amount $116,820-00 Previous A ....... .. HUD Amount this,action �..q. . � ,$64 a50 00�� 11112 144 { 11 F 0 i . �...... A !int ryt®psly. .blg ate 1 otal HUfAmount„ . .....,_...... .... 11.6,02Q 00 . . bh atlo tli action ..............._......... $ 0.0Q . Recipient .,.,.Amount .. . , ,.....m. . .,. 0. .. y Total Instru et A ount 1 1,270.00 Total Obliciation $181,270.00� 16,Description is Cooperative Agreement is amended to provide 564,45 for the Hair Housing Assistance Program(FHA )comprehensive funding approach for P AP Partnership funding. This Agreement is to appropriate funding for 1°Y 2011. This Agreement consists of the fallowing documents which are incorporated herein and made a part thereof. 1.Cover page HUD-1044( -90 . Statement of Work Order of Perference; Notwithstanding any provision of this Agreement to the contrary,in the event of a conflict among any of the documents pertaining;to the duties and responsibilities of the parties,the Statement of ork will take precedence over the Schedule of Articles. The amended Cooperative Agreement is for the purpose of inclu inu artnershk Funds S64 450 I The amount previously obligated is for Case Processing($100,320),Ad i istrative Cost(5 )and Training(S6,500). Bath funding;amounts are for FY 2011. Geneveve Banks is the Government Technical Representative(GTR)for this Agreement. She can be reached at the address provided in Box 9. IT Z Recipient is required to sign and return three ( )copies 18. Recipient is not required to sign this document, of this document to the HUD Administeri2 Office� 1 . Recipient(By Name) d. U ( y Name} Corpus Christi Human Relations Commission Garry L. Sweeney Signature Tit r D (mmMftyYY) itt Date(nmmlddlYYYY) Sylvia V.Wilson r e ant Officer fo HUD 1044( 90) ref.Handbook 2210.17 0 AGENDA MEMORANDUM aapowaE Future Item for the City Council Meeting of November 12, 2013 1852 Action Item for the City Council Meeting November 19, 2013 DATE: November 12, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(c_cctexas.com (361) 826-3169 Michael Morris, Director of Parks and Recreation michaelmo(c_cctexas.com (361) 826-3464 Purchase of Pickup Trucks CAPTION: Motion approving the purchase of four (4) pickup trucks from Philpott Motors, Nederland, Texas for a total amount of $129,928.23. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available in the Park & Recreation operations budget. PURPOSE: One (1) 4-wheel drive truck will be used for litter enforcement on the Gulf Beach. One (1) truck will be used for litter enforcement in the Tourist District. Two (2) trucks will be used for the Strike Force. All of the trucks are additions to the fleet. BACKGROUND AND FINDINGS: With the exception of the beach truck, all other vehicles are equipped with CNG. ALTERNATIVES: Factory-installed CNG engines for half-ton pickup trucks are not yet available from Ford. The pickup truck needed for the beach operations is 4-wheel drive and is configured with a 5.0 liter, V-8 engine. A three quarter-ton pickup truck is available in a 4-wheel drive, V-8 engine configuration, but this size truck does not work well on the beach and the closest CNG fueling station to the island is the City's Service Center at Holly and Ayers Streets. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Parks and Recreation Department. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $216,268.98 $216,268.98 Encumbered / Expended Amount 86,340.75 0 86,340.75 This item 129,928.23 0 $129,928.23 BALANCE 0 0 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet. CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION PICKUP TRUCKS BUYER: GERALD GOODWIN TLGPC CONTRACT NO. 358-10 PHILPOTT MOTORS NEDERLAND, TEXAS UNIT TOTAL ITEM DESCRIPTION QTY. I UNIT PRICE PRICE 1 Ford F150 XLT Super Crew 4x4 pickup truck, gasoline 1 Each $28,559.10 2 Ford F250 XL Extended Cab pickup truck, CNG 1 Each $32,219.91 3 Ford F250 XLT Crew Cab pickup truck, CNG 2 Each $34,574.61 $69,149.22 TOTAL: $129,928.23 Ak ono d'M0ORPOR 1, 1852 AGENDA MEMORANDUM Future Agenda Item for the City Council Meeting of October 29, 2013 Action Agenda Item for the City Council Meeting of November 12, 2013 DATE: October 16, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P. E., Director of Engineering Services danb @cctexas.com (361) 826-3729 Gustavo Gonzalez, P. E., Director of Water Operations gustavogo@cctexas.com (361) 826-1874 Execute Construction Contract Construction contract for adjustments to water lines and valves for State Highway 286 CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with Jhabores Construction Company, Inc. of Corpus Christi, Texas in the amount of $257,871 for State Highway (SH) 286 Water Line and Valve Adjustment project for the base bid. PURPOSE: The purpose of this Agenda Item is to execute the construction contract for the SH 286 water line and valve adjustment project. BACKGROUND AND FINDINGS: The project's base bid consists of waterline adjustments on SH 286 from the J. C. Elliott Landfill to 3,000-feet past FM 43; including removal of approximately 7,000-linear feet of the existing waterline and installation of approximately 2,200-linear feet of new waterlines. All water infrastructure will be constructed in accordance with the plans, specifications and contract documents. The Texas Department of Transportation (TxDOT) currently has an improvement project ready for construction on SH 286 which will begin construction in January 2014. The TxDOT project will widen SH 286 and provide overpasses at the J.C. Elliot Landfill K:\ENGINEERING\LEGISTAR\11-OCTOBER 29\SH286 WATERLINES\VELMA'S DOCS\AGENDA MEMO-SH 286 WATER LINES AND VALVES ADJUSTS.DOCA entrance as well as at the intersection with FM 43 (Weber Road). By State law, the City of Corpus Christi is required to adjust any utilities that conflict with the TxDOT improvements or that do not comply with State law requirements. All of the adjustments in this proposed water line adjustment construction contract are required. A portion of the water line adjustment (at FM 43) will have up to a six month delay due to the TxDOT right-of-way acquisition schedule. All work will be complete by July 2014. Consultant services included sub-surface utility exploration, design, bidding and construction administration services. The design portion ($27,530) was 10.7% of the proposed construction contract. The sub-surface data provided the consultant with information to design the project efficiently thus lower construction dollars. Also, to the advantage of the City, the low bidder is the sub-contractor for the TxDOT SH 286 project. As demonstrated by a bid price ($257,871.00) which was significantly lower than the Engineer's Opinion of Probable Cost. On September 18, 2013, the City received proposals from two (2) bidders and the bidders and their respective bids are as follows: Contractor Base Bid Jhabores Construction Company, Inc. Corpus Christi, Texas $257,871.00 Clark Pipeline Services Corpus Christi, Texas $487,405.09 ALTERNATIVES: 1. Execute the construction contract as recommended. 2. Do not execute the construction contract. OTHER CONSIDERATIONS: The City's consultant, RVE, Inc., conducted a bid analysis of the two (2) proposals submitted to the City. RVE, Inc. determined that the lowest responsible bidder based on the Total Base Bid is Jhabores Construction Company, Inc. of Corpus Christi, Texas. Based on the information submitted for Special Provisions A-28, A-29, and A-30, Jhabores Construction Company, Inc., has the experience and resources to complete the project and is recommended by RVE, Inc. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria and FY 2013-2014 Water Capital Improvement Planning (CIP) Budget. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTALCLEARANCES: Water Operations Department T� K:\ENGINEERING\LEGISTAR\11-OCTOBER 29\SH286 WATERLINES\VELMA'S DOCS\AGENDA MEMO-SH 286 WATER LINES AND VALVES ADJUSTS.DOCA V FINANCIAL IMPACT: CIP Project to Date Fiscal Year Expenditures Current Year Future TOTALS 2013-2014 (CIP only) Years Line Item Budget $2,500,000.00 $2,500,000.00 Encumbered / Expended Amount Future Anticipated $107,236.30 $107,236.30 Expenses This item $257,871.00 $257,871.00 BALANCE $2,134,892.70 $2,134,892.70 Fund(s): Water CIP Comments: The project requires 45 calendar days, with a 6 month delay for Part E (Water Line adjustment at FM 43) with anticipated completion approximately July 2014 at the latest. Thus, funding for this contract will only be required during Fiscal Year 2013-2014. RECOMMENDATION: City staff recommends that the construction contract be awarded to Jhabores Construction Company, Inc. of Corpus Christi, Texas in the amount of $257,871 for the SH 286 Water Lines and Valves Adjustments for the Base Bid only. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map K:\ENGINEERING\LEGISTAR\11-OCTOBER 29\SH286 WATERLINES\VELMA'S DOCS\AGENDA MEMO-SH 286 WATER LINES AND VALVES ADJUSTS.DOCA PROJECT BUDGET SH 286 WATER LINES AND VALVES ADJUSTMENTS (Project No. E13066) Future Agenda November 12, 2013 Action Agenda November 19, 2013 FUNDS AVAILABLE: Water CIP................................................................................................... $2,500,000.00 FUNDS REQUIRED: Construction (Jhabores Construction Company, Inc.) Base Bid............................... $257,871.00 Contingencies (10%)...................................................................................... 25,787.10 Consultant Fees: Consultant Design (RVE, Inc.) *....................................................................... 49,860.00 Construction Materials Testing.......................................................................... 5,157.42 Reimbursements: Contract Administration (Contract Preparatio n/Awa rd/Ad min)................................. 7,091.45 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt)..................................... 9,025.49 Construction Observation Services................................................................... 9,025.49 Misc. (Printing, Advertising, etc.)...................................................................... 1,289.36 TOTAL....................................................................................................... $365,107.30 BALANCE................................................................................................... $2,134,892.70 * Consultant Design Contract awarded on July 22, 2013 to RVE, Inc. (administrative approval). Construction Observation Services is not included in Consultant Design Contract. \\pro je ct\councitexhibits\exhE7,3066.dw g 111AI 0 10 � /ON% CT L TN 1P� T LAND , L 1000 FM 2444 M . `ITS LOCATION MAP PROJECT# E13066 CITY COUNCIL EXHIBIT ,ETA TE HIGHWAY 286 WATER LINES AND GiTY OF CORPUS CHRISTI, TES VA DEPART'MEN'T F ENGINEERING' SERVICES �'�S .r�.�JIJ►STt��"NT"� PAGE. 1 of 1 , S C 0 h 'M000FpRR1 0 is AGENDA MEMORANDUM Future Agenda for the City Council Meeting of November 12, 2013 Action Item for the City Council Meeting of November 19, 2013 DATE: November 12, 2013 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP @cctexas.com (361) 826-3227 Gus Gonzalez, P.E., Director of Water Operations GustavoGo @cctexas.com (361) 826-1874 Reimbursement Resolution for Mary Rhodes Pipeline, Phase 2 CAPTION: Resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to constructing various City improvements from the proceeds of tax-exempt obligations to be issued by the City for authorized purposes; authorizing other matters incident and related thereto; and providing an effective date. PURPOSE: Since the City intends on awarding contracts for the construction of Mary Rhodes Pipeline, Phase 2 prior to the revenue bonds actually being sold, this resolution is needed for the City to reimburse itself for costs incurred prior to the receipt of the bond proceeds. BACKGROUND AND FINDINGS: In order to adhere to the time schedules sent forth to insure timely completion of the Mary Rhodes Pipeline, Phase 2 project, the City must move forward with contracts prior to the completion of the final closing on the bonds. For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U. S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTALCLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - $ - $ - $ - Encumbered/Expended amount of(date) - - -This item - $ - $ - $ - BALANCE - $ - $ - $ - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. A RESOLUTION RELATING TO ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS RELATING TO CONSTRUCTING VARIOUS CITY IMPROVEMENTS FROM THE PROCEEDS OF TAX- EXEMPT OBLIGATIONS TO BE ISSUED BY THE CITY FOR AUTHORIZED PURPOSES; AUTHORIZING OTHER MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHE REAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) has entered into or will enter into various contracts pertaining tote expenditure of lawfully available funds of the Issuer to finance the costs associated with (i) constructing, improving, enlarging, repairing, and extending the City's combined utility system (the System) and the purchase of equipment, supplies, machinery, and other personal property relating to the System (the Construction Costs), (ii)the payment of various engineering costs, including design testing, design engineering, and construction inspection related tote Construction Costs (the Engineering Costs), (iii)the payment of various architectural costs, including preparation of plans and specifications and various other plans and drawings related to the Construction Costs (the Architectural Costs), and(iv)the payment of various administrative costs, including the fees of bond counsel, financial advisor, project manager, project consultant, other professionals, and bond printer (the Administrative Costs) [the Construction Costs, the Engineering Costs, the Architectural Costs, and the Administrative Costs collectively constitute the costs of the Issuer's projects that are the subject of this Resolution (the Project)]; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code (Section 1201.042) provide that the proceeds from the sale of obligations issued to finance the acquisition,construction, equipping, or furnishing of any project or facilities, such as the Project, may be used to reimburse the Issuer for costs attributable to such project or facilities paid or incurred before the date of issuance of such obligations; and WHEREAS, the United States Department of Treasury (the Department) released Regulation Section 1.15 - (the Regulations) is establishes when the proceeds of obligations are spent and therefore are no longer subject to various federal income tax restrictions contained in the Internal Revenue Code of 1 amended (the Code); and WHEREAS, the Issuer intends to reimburse itself, within eighteen months from the later of the date of expenditure or the date the property financed is placed in service (but in no event more than three years after the original expenditures are paid), forte prior lawful capital expenditure of funds from the proceeds of one or more series of tax-exempt or taxable obligations (the Obligations) that the Issuer currently contemplates issuing in the principal amount of not to exceed $150,000,000 to finance a portion of the costs of the Project; and WHEREAS, under the Regulations, to fund such reimbursement with proceeds oft Obligations, the Issuer must declare its expectation ultimately to make such reimbursement before making the expenditures; and 96201099,2 WHEREAS, the Issuer hereby finds and determines that the reimbursement for the prior expenditure of funds of the Issuer is not inconsistent with the Issuer's budgetary and financial circumstances; and WHEREAS, the Governing Body hereby fins and determines that the adoption of this Resolution is in the best interests of the citizens of the Issuer; now,therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, THAT:TEXAS SECTION 1: This Resolution is a declaration intent to establish the Issuer's reasonable, official intent under section 1.150-2 of the Regulations and Section 1201.042 to reimburse itself from certain the proceeds of the Obligations for any capital expenditures previously incurred (not more than ays prior to the date hereof) or to be incurred with respect to the Project from the Issuer's General Fund or other lawfully available funds of the Issuer. SECTION : The Issuer intends to issue the Obligations and allocate within 30 days after the date of issuance of the Obligations the proceeds therefrom to reimburse the Issuer for prior lawful expenditures with respect to the Project in er to comply with the Regulations. SECTI : The reimbursed expenditure will be a type properly chargeable to capital account ( r would be so chargeable with a proper election) under general federal income tax principles. SECTI : The Issuer intends to otherwise comply, in itio to those matters addressed within this Resolution, with all the requirements contained in the Regulations. SECTION 5: This Resolution may be relied upon by the appropriate officials at the Office of the Attorney General for the State of Texas and establishes compliance by the Issuer with the requirements of Texas law and the Regulations. SECTI ON 6: With respect to the proceeds of the Obligations allocated to reimburse the Issuer for prior expenditures, the Issuer shall not employ an abusive device under Treasury Regulation Section 1.148-10, including using within one year of the reimbursement allocation, the funds corresponding to the proceeds of a Obligations in er that results in the creation of "replacement proceeds", as defined in res Regulation Section 1.148-1, of the Obligations or another issue of tax-exempt obligations. SECTI 7: 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 s part of the judgment and findings of the Governing Body. ECTI : 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 to the matters resolved herein. -2- 9626 k 499.2 SECTI : This Resolution shall be construed enforced in ccor ce with the laws of the State of Texas and the United States of America. SECTI 1 : If any provision oft is Resolution or the application thereof to any person or circumstance shall be l to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, the Governing y hereby declares that this Resolution would have been enacted without such invalid provision. SECTI 11: It is officially found, determined, declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time,place, and subject after of the public business to a considered t such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTI 1 : This Resolution shall be in force and effect from and after its final passage, and it is resolved. [The remainder of this page intentionally left blank] _ - 96201099.2 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 coy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) the 19 th day of November, 2013, relating to establishing the City's intention to reimburse itself in t not to exceed for public improvements tr of the City, which Resolution is my of record in the minutes of said City Council, and said eeti was open to the public, and public notice oft 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 y of 2013. City Secretary (CITY SEAL) _5- 96201099.2 PASSED AND ADOPTED on the 19'h day of November,2013. CITY OF CORPUS CHR,ISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS DAY OF 2013: City Attorney - - 9620 t 099.2