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Home My WebLink AboutAgenda Packet City Council - 01/27/2015Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, January 27, 2015 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 Pastor Steve Hartwick, First Baptist Church. C. Pledge of Allegiance to the Flag of the United States to be led by Adria Schreiber -Garza, Finance & Resource Management Superintendent. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 15-0080 Proclamation declaring February 14, 2015, "Cathedral Youth Choir Run to Rome 5K Day" Proclamation declaring the month of February 2015, "Rose Hill Memorial Park 100th Anniversary Celebration" 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. Corpus Christi Page 1 Printed on 1/23/2015 City Council Meeting Agenda - Final January 27, 2015 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. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER H. EXECUTIVE SESSION: (NONE) 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 officer. I. MINUTES: 2. 15-0079 Regular Meetings of January 13, 2015 and January 20, 2015. Attachments: January 13, 2015 - Minutes -Regular Meeting January 20, 2015 - Minutes J. BOARD & COMMITTEE APPOINTMENTS: 3. 15-0078 C.C. Aquifer Storage and Recovery Conservation District Corpus Christi Regional Economic Development Corporation North Padre Island Development Corporation Reinvestment Zone No. Three Board Reinvestment Zone No. Two Board Watershore and Beach Advisory Committee Attachments: 01-27-15 Board Appointments K. EXPLANATION OF COUNCIL ACTION: Corpus Christi Page 2 Printed on 1/23/2015 City Council Meeting Agenda - Final January 27, 2015 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 4 - 7) 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. 4. 14-001390 Lease Expansion Amendment for the City Detention Center at 615 Leopard, Suite 113A Motion to authorize City Manager, or designee, to execute a Lease Expansion Amendment which applies to the original Lease Agreement dated April 13, 2004, between Landlord, Wilson Plaza Associates LP., and Tenant, The City of Corpus Christi for suite number 113-A, located at 615 Leopard Street. Attachments: Agenda Memo - Lease Expansion CDC Agreement - Lease Expansion 5. 14-00878 Approving a Service Agreement for Rental of one (1) Motor Grader and three (3) Wheel Loaders for Beach Operations Motion approving a service agreement with Doggett Heavy Machinery Services, Corpus Christi, Texas for the rental of one (1) motor grader and three (3) wheel loaders in accordance with Bid Invitation No. BI -0197-14, based on only bid for a total expenditure of $560,709.00, of which $166,136.00 is required for the remainder of FY 2014-2015 The term of the agreement shall be for twenty-seven (27) months. Funds have been budgeted by the Parks and Recreation Department in FY 2014-2015. Attachments: Agenda Memo - Motor Grader & Wheel Loaders Bid Tabulation - Motor Grader & Wheel Loaders.pdf Service Agreement - Motor Grader & Wheel Loaders.pdf 6. 15-0028 Appointing Council Members to Corpus Christi Housing and Finance Corporation and Corpus Christi Industrial Development Corporation Boards Motion appointing Council Members Nelda Martinez, Chad Magill, Lillian Corpus Christi Page 3 Printed on 1/23/2015 City Council Meeting Agenda - Final January 27, 2015 Riojas, Mark Scott, Carolyn Vaughn, Brian Rosas, Lucy Rubio, Colleen McIntyre and Rudy Garza, Jr. as Board Members of the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. Attachments: Agenda Memo - CCHFC & CCIDC 7. 14-00984 Second Reading Ordinance - Accepting and appropriating funds for the Elderly Nutrition Program (1st Reading 1/20/15) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $631,131 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation grants fund for the FY 2015 Senior Community Services, Elderly Nutrition Program. Attachments: Agenda Memo - ENP FY15 Grant Planning Amount Notification Ordinance - ENP FY15 Grant Planning Amount Notification NOFA ENP FY 15 Grant Planning amount M. PUBLIC HEARINGS: (ITEM 8) 8. 15-0046 Public Hearing and Second Reading Ordinance Designating Cheniere Reinvestment Zone (1st Reading 1/20/15) Ordinance designating the Cheniere Reinvestment Zone within the City limits under the Property Redevelopment and Tax Abatement Act (the "Act"), (Chapter 312 of the Texas Tax Code) Attachments: Agenda Memo - Cheniere Reinvestment Zone Ordinance - Reinvestment Zone Attachment A - Metes Bounds - Marine Facility N. REGULAR AGENDA: (ITEMS 9 - 10) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 9. 15-0044 Chapter 380 Agreement for Corpus Christi Liquefaction, LLC (Cheneire) Resolution authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Corpus Christi Liquefaction, LLC ("Agreement") for certain economic development grants for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits for the benefit of the City. Corpus Christi Page 4 Printed on 1/23/2015 City Council Meeting Agenda - Final January 27, 2015 Attachments: Agenda Memo - Cheniere 380 Agreement Resolution - Cheniere Cheniere Chapter 380 Agreement 10. 15-0049 Agreement for temporary tax abatement for Corpus Christi Liquefaction, LLC Resolution authorizing the execution of an agreement with Corpus Christi Liquefaction, LLC providing for temporary property tax abatement Attachments: Agenda Memo - Cheniere 312 Tax Abatement Resolution - Cheniere Tax Abatement Agreement - Cheniere Tax Abatement O. FIRST READING ORDINANCES: (ITEMS 11 - 12) 11. 14-001442 First Reading Ordinance - Approving lease agreement for the 2015 Fiesta de la Flor event and related activities for April 17-18, 2015 Ordinance authorizing the City Manager or designee to execute a lease agreement with the Corpus Christi Convention and Visitors Bureau ("CCCVB") for 2015 Fiesta de la Flor event and related activities to be held on April 17, 2015 and April 18, 2015, and allow use of City property including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street. Attachments: Agenda Memo - Fiesta de la Flor 2015v2 Ordinance - Fiesta de la Flor Event Lease Agreement - Fiesta de la Flor 2015 v3 12. 14-001446 First Reading Ordinance - Lease Agreement with the Corpus Christi Hispanic Chamber of Commerce for Tex Mex Railroad Depot (Requires 28 day delay) Ordinance authorizing the City Manager or designee to execute a five year lease agreement with Corpus Christi Hispanic Chamber of Commerce for the use of Tex Mex Railroad Depot located at 1800 block of Chaparral Street, in consideration of improvements to premises and rental payments of $450 per month beginning month 37 increased to $900 per month beginning month 49. Attachments: Agenda Memo - CC Hispanic Chamber TexMex RR Depot Lease Agreement Ordinance - CC Hispanic Chambe Tex Mex RR Depot Lease Agreement - with Hispanic Chamber of Commerce 2015v2 P. FUTURE AGENDA ITEMS: (ITEMS 13 - 17) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. Corpus Christi Page 5 Printed on 1/23/2015 City Council Meeting Agenda - Final January 27, 2015 13. 14-001396 Purchase and Installation of Yazaki Chiller Motion approving the purchase and installation of one (1) Yazaki chiller from Coastline Refrigeration, Corpus Christi, Texas based on sole source for a total amount of $72,360.00. Funds have been budgeted by the Gas Department in FY 2014-2015. Attachments: Agenda Memo - Yazaki Chiller.pdf Price Sheet - Yazaki Chiller.pdf Service Agreement - Yazaki Chiller.pdf 14. 15-0034 Hosting Services Agreement with AssetWorks LLC Motion approving the Hosting Services Agreement between AssetWorks LLC and the City of Corpus Christi based on sole source for a 36 month term for total amount of $119,100, of which $34,400.00 is required for the remainder of FY 2014-2015. Funds have been budgeted by Fleet Maintenance in FY 2014-2015. Attachments: Agenda Memo - Data Hosting Agreement Assetworks Hosting Agreement.pdf 15. 15-0055 Extending the time for completion of the waterpark for Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD Approving a resolution regarding the City of Corpus Christi's Chapter 380 Economic Development Agreement with Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD. (collectively, "Developer"), extending the time for completion of the waterpark on Padre Island in order for Developer's qualification for certain incentives under the agreement. Attachments: Agenda Memo - Waterpark 380 Extension Resolution - Schlitterbahn 380 Extension Letter from IBC Bank - Schlitterbahn Schlitterbahn Executed Chapter 380 Agmt 5-23-12 16. 15-0083 First Amendment to the Business Incentive Agreement Sam Kane Beef Processors, LLC Resolution approving the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane") to accelerate the incentive payments for the creation and retention of jobs at their beef packing plant in the City of Corpus Christi extra territorial jurisdiction. Corpus Christi Page 6 Printed on 1/23/2015 City Council Meeting Agenda - Final January 27, 2015 Attachments: Agenda Memo - Sam Kane Resolution - Sam Kane Amendment One Amendment - Sam Kane 17. 15-0054 Approving grant funds for the rehabilitation of the La Armada II Public Housing Complex Motion approving grant funds for the rehabilitation of the La Armada II Public Housing Complex, and authorizing the City Manager or his designee to execute an affordable housing agreement with the Corpus Christi Housing Authority. Attachments: Agenda Memo - CC Housing Authority grant funds Q. BRIEFINGS : (ITEMS 18 - 22) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. 18. 15-0021 Bond Street Program Update Attachments: Agenda Memo - Bond Street Program Update Presentation - Street Bond Program Update (01-20-15) REV (3) 19. 14-00779 Wastewater Treatment Plant Consolidation Plan Attachments: Agenda Memo - WWTP Consolidation Plan 20. 14-001431 Solid Waste Operations - Follow-up Brush Cycle Collection Change Attachments: Agenda Memo - Brush Cycle Collection Change Presentation - Brush Cycle Collection Update 6 21. 15-0042 Texas Medicaid Managed Care Initiative 1115 Waiver - Obesity Project Update Attachments: Agenda Memo - for 1115 Waiver presentation.pdf Presentation - 1115 Waiver FINAL (2) MEND Report final 01 22 15 22. 15-0076 Policy Regarding Eligibility of Rental Projects for Type A Affordable Housing Funds Attachments: Agenda Memo - Proposed Eligibility Guidelines for funding Rental Properties Memorandum - Proposed Eligibility Guidelines HCD Affordable Housing Programs (2) HUD Income Guidelines R. CORPORATION MEETING: (ITEM 23) 23. 15-0027 Annual Board Meeting of the Corpus Christi Housing Finance Corpus Christi Page 7 Printed on 1/23/2015 City Council Meeting Agenda - Final January 27, 2015 Corporation Annual Board Meeting of the Corpus Christi Housing Finance Corporation Attachments: Agenda Memo for CCHFC Board Meeting 01.27.15 CCHFC Agenda Minutes April 29 2014 CCHFC Treasurers Report Resolution S. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. T. ADJOURNMENT Corpus Christi Page 8 Printed on 1/23/2015 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, January 13, 2015 12:30 PM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order. B. Invocation to be given by Reverend Matthew J. Pennington, St. John's Methodist Church. Reverend Matthew J. Pennington gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Belinda Mercado, Deputy Director of Municipal Information Services. Deputy Director of Municipal Information Services Belinda Mercado led the Pledge of Allegiance. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. 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. Charter Officers: City Manager Ron Olson, City Attorney Miles K. Risley and City Secretary Rebecca Huerta Present: 9 - Mayor Nelda Martinez,Council Member Rudy Garza,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas,Council Member Lucy Rubio,Council Member Brian Rosas,Council Member Mark Scott, and Council Member Carolyn Vaughn E. Proclamations / Commendations 1 Proclamation celebrating Dr. Hector P. Garcia's Birthday Proclamation celebrating the Annual Martin Luther King Holiday Celebration and Commemorative March C -SPAN Cities Tour "Corpus Christi Week" Presentation Mayor Martinez presented the proclamations. Ashley Hill with C -SPAN provided a brief presentation on C-SPAN's Cities Tour "Corpus Christi Week". Corpus Christi Page 1 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 F. Mayoral Appointment of Mayor Pro Tems Mayor Martinez referred to Mayoral Appointment of Mayor Pro Tem. Mayor Martinez recommended providing for Mayor Pro Tem services as follows: Chad Magill 1/13/2015 — 4/06/2015 Colleen McIntyre 4/07/2015 — 6/29/2015 Lucy Rubio 6/30/2015 — 9/21/2015 Carolyn Vaughn 9/22/2015 — 12/14/2015 Brian Rosas 12/15/2015 — 3/07/2016 Rudy Garza 3/08/2016 — 5/30/2016 Mark Scott 5/31/2016 — 8/22/2016 Lillian Riojas 8/23/2016 — End of term Mayor Martinez made a motion to approve the Mayor Pro Tem rotation, seconded by Council Member Scott. This Motion was passed with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: M2015-001 G. Mayoral City Council Committee Assignments Mayor Martinez made the following Council Committee Appointments. Audit Committee: Chair - Council Member Mark Scott; Members - Council Members Lillian Riojas, Chad Magill and Carolyn Vaughn Municipal Court Committee: Chair - Council Member Colleen McIntyre; Members - Council Members Rudy Garza, Brian Rosas, and Lucy Rubio H. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 1:00 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. Mayor Martinez called for comments from the public. Jack Gordy spoke regarding palm trees and fire hydrants blocking sidewalks in the 1300 block of Airline Road. Mr. Gordy stated that the ADA has been notified and is requesting a copy of the city's plans to address the blockage and clear the sidewalks. Foster Edwards, CEO of the Corpus Christi Chamber of Commerce, announced the Mayor's "State of the City" address scheduled for February 5, 2015. Mr. Edwards provided information obtained by the Chamber's Infrastructure Committee regarding major area projects in the Coastal Bend. Susie Luna Saldana congratulated the new council members and asked the Council to remember that the decisions the City Council makes will affect and impact the community. Mary Lou Huffman spoke regarding the location of the Harbor Bridge and bringing rapid transit to Corpus Christi. Dennis Berry spoke regarding city property located at 4593 River Park that has several code violations and that the City has never maintained. Council Member McIntyre Corpus Christi Page 2 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 requested an update on this property. Colin Sykes, Dr. Jim Klein, Carolyn Moon, and Alicia Benavidez requested that the City Council pass a resolution in opposition to the Citizens United ruling and stated that corporations are not people and money is not speech. Joan Veith thanked all of the restaurants in Corpus Christi and said it is wonderful to live in a city that people will come to because of the food. Juan Carlos Cantu expressed concern on the issue of synthetic marijuana and requested that the City consider developing a plan to bring attention to this problem. Tim Thomas spoke regarding a letter he received from a company providing insurance for outside water lines. City Manager Olson stated that the City was approached by a company attempting to provide an insurance program on water lines. Mr. Olson added that staff has reviewed the program and determined that the City would not endorse the program. Craig Pierce, representing Neighborhoods First!, stated that the City Attorney has not provided a response to the request to provide a legal opinion regarding the legality of the funding mechanism on the southside annexation. Mr. Pierce also spoke regarding the projected costs for the annexation and asked the City Council to de -annex the southside property. City Manager Olson stated that the City Attorney does not provide legal opinions to citizens, only for elected official and city operations. City Attorney Miles Risley stated that he did respond to City Council regarding the legality of the vote on the funding mechanism and did not see any indication of any actions violating the Open Meeting Act. K. EXECUTIVE SESSION: (ITEMS 4, 6 and 7) 6 Mayor Martinez announced that City Council would start with executive session items 4, 6 and 7 and commence the meeting at 2:25 p.m. City Secretary Huerta announced that Council Member Scott would be abstaining on Items 5 and 8. City Secretary Huerta announced that Council Member Magill would be abstaining on Item 5. The Council went into executive session. Executive session pursuant to Texas Government Code Section 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to potential economic development agreements involving an educational institution, pursuant to Texas Government Code 551.072 regarding the sale, lease or value of real property to an educational institution, and pursuant to Texas Government Code Section 551.087 to discuss or deliberate regarding commercial or financial information that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations and/or financial or other incentives involving said business prospect, with possible action and discussion in open session. This E -Session Item was discussed in executive session. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the Department of Parks and Recreation and the Health District. This E -Session Item was discussed in executive session. Corpus Christi Page 3 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 7 Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations and the Agreement between the City of Corpus Christi and the Corpus Christi Firefighters Association and term(s) thereof with possible discussion, resolution(s), and other actions in open session concerning any matters related thereto. This E -Session Item was discussed in executive session. J. CITY SECRETARY'S PARLIMENTARY PROCEDURES 3 Review of Parliamentary Procedures Mayor Martinez referred to Item 3. City Secretary Rebecca Huerta stated that the purpose of this item is to introduce a number of improvements to the parliamentary procedure used during City Council meetings. City Secretary Huerta said these procedures align with best practices used in many Texas cities and add clarity for the public about the issues the Council is considering. City Secretary Huerta referred to a powerpoint presentation including an explanation on parliamentary law; and examples of the new process for regular agenda items and public hearings. I. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Martinez referred to City Manager's Comments. City Manager Olson stated that staff would provide a briefing on Bond 2008, Proposition No. 7. a. BRIEFINGS: 2 Bond 2008 Proposition Seven - Bayfront Master Plan Project Executive Director of Public Works Valerie Gray introduced Acting Director of Capital Programs Jerry Shoemaker and Acting Director of Parks and Recreation Stacie Talbert Anaya. Ms. Gray stated that the purpose of this item is to provide an update on the Bond 2008 Proposition 7 - Bayfront Master Plan, Phase 3 Project. The project consists of the realignment of Shoreline Boulevard from Coopers Alley to Furman and providing a pedestrian area strongly connected to the water. Mr. Shoemaker provided an update on the construction project. Ms. Anaya provided an overview of three options for the park improvements including the amenities, estimated budget for construction and operation and maintenance costs. Ms. Talbert stated that staff is recommending Option 3 as a design/build contract for the following reasons: Option 3 meets the Bond 2008 requirements; maximizes the use of remaining funds across the entire park and bayfront area; addresses the most goals of the stakeholders who utilize the space on a regular basis; and is consistent with longstanding ideas, visions and plans developed for the area by creating a public park and space strongly connected with the water. Council Members spoke regarding the following topics: the construction delays due to weather; whether the right turn issue has been resolved near the Art Center; communication with stakeholders; the anticipated completion date Corpus Christi Page 4 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 in February; the temporary bollards and gates; the operation and maintenance funds currently budgeted; the recommended locations for restrooms; a restroom in the shade structure at Sherrill Park; the concept of shade structures with all three options; the Old Memorial Coliseum area improvements; the concept for north -end parking lot restoration; whether there are portions of the previous design that can be incorporated; elimination of the northbound lanes; green alternatives; hike and bike lanes; the purpose for raising the sunken garden to grade at Sherrill Park; pricing for the individual components; whether design/build contracting allows for phasing options; mixed use of asphalt; alternatives for funding the additional operation and maintenance costs; utilities improvements on hard structures for special events; including low-cost elements; completing the project within the voter -approved amount; additional revenue sources from the bond projects; and completion of all of the Bond 2008 projects. Council Member Magill made a motion to direct the City Manager to stay within the confines of the 2008 voter -approved bond funds, seconded by Council Member Scott. Council Member McIntyre requested that the motion be amended to include shade and restroom structures as first priority and to come back with individual prices for these elements, seconded by Council Member Riojas. Council Member Magill accepted the amendment to the motion, seconded by Council Member Scott. The motion was passed as amended. b. OTHER None. P. PUBLIC HEARINGS: (ITEMS 21 - 23) 23 Public Hearing and First Reading Ordinance - Rezoning from Residential to Commercial at 5921 Yorktown Boulevard Case No. 1214-01 Maxwell P. Dunne Funeral Service, Inc.: A change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Plan from residential to commercial uses. The property is described as being a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, located on the southwest corner of Yorktown Boulevard and Loire Boulevard. Planning Commission and Staff Recommendation (December 3, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Maxwell P. Dunne Funeral Services, Inc. ("Owner"), by changing the UDC Zoning Map in reference to a 2.13 acre tract of land Corpus Christi Page 5 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 21 out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 23. Acting Assistant Director of Development Services Julio Dimas stated that the purpose of this item is to rezone the subject property to allow for construction of a funeral home and associated parking lot. Mr. Dimas stated that the Planning Commission and staff are in favor of the zoning change. Mayor Martinez opened the public hearing. Carlos Chacam spoke in opposition to the rezoning. Chuck Cazales and Abel Alonzo spoke in support of a funeral home in this location. Ron Alonzo, applicant, stated that plan for the subject property is to build an establishment that the neighborhood would be proud of and to become a member of that community. Mayor Martinez closed the public hearing. Council members spoke regarding the following topics: the need for funeral home services on the southside; whether the rezoning fits the master plan for the area; a crematorium not being an allowable use at the site; the fence being in full compliance with Code Enforcement; and whether the applicant has any existing code enforcement violations at his current business site. Council Member Garza made a motion to approve the ordinance, seconded by Council Member McIntyre. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Public Hearing and First Reading Ordinance - Amending the Unified Development Code (UDC) to enhance enforcement of bar, taverns, or pub zoning Ordinance amending the Unified Development Code by revising subsections 5.2.7 to enhance enforcement of bar, taverns, or pub zoning; amending the Unified Development Code by revising subsections 5.1.4.F to correct an error in the text for restaurant accessory use; and providing for severance, penalty, publication, and effective date. Mayor Martinez referred to Item 21. Director of Development Services Dan Grimsbo stated that the purpose of this item is to amend the Unified Development Code to enhance enforcement of bar, taverns or pub zoning and to correct an error in the text for restaurant accessory use. Mayor Martinez opened the public hearing. There were no comments from the public. Mayor Martinez closed the public hearing. Council members spoke regarding the following topics: whether this action would shut down existing businesses; clarifying the specific standards to distinguish the type of establishment; whether there is a pathway to compliance; and communicating Corpus Christi Page 6 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 22 with business owners. Council Member McIntyre made a motion to approve the ordinance, seconded by Council Member Scott. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Public Hearing and First Reading Ordinance - Rezoning from Manufactured Home and Industrial to Industrial with a Special Permit at 7585 Leopard Street Case No. 1214-02 Isaias Franco: A change of zoning from "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction, not resulting in a change to the Future Land Use Plan. The property is described as being a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, located on the south side of Leopard Street between Rhew Road and Cathead Road Planning Commission and Staff Recommendation (December 17, 2014): Approval of the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction subject to conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Isaias Franco ("Owner"), by changing the UDC Zoning Map in reference to a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, from the "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 22. Interim Assistant Director of Development Services Julio Dimas stated that the purpose of this item is to rezone the subject property to allow extraction of sand materials. Mr. Dimas stated that the Planning Commission and staff are in favor of the zoning change with a Special Permit for Resource Extraction, subject to five conditions. Mayor Martinez opened the public hearing. There were no comments from the public. Mayor Martinez closed the public hearing. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Scott. This Corpus Christi Page 7 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 L. MINUTES: 9 Regular Meeting of December 16, 2014 and Special Meeting of December 29, 2014 Mayor Martinez deviated from the agenda and called for approval of the minutes. Council Member Magill made a motion to approve the minutes, seconded by Cuncil Member Riojas and passed unanimously. M. BOARD & COMMITTEE APPOINTMENTS: (NONE) N. EXPLANATION OF COUNCIL ACTION: O. CONSENT AGENDA: (ITEMS 10 - 20) Approval of the Consent Agenda Mayor Martinez referred to the Consent Agenda. There were no comments from the public. Council Member Rubio requested to pull Item 11 for individual consideration. City Manager Olson requested to pull Item 17 for individual consideration. Council Member Riojas made a motion to approve the consent agenda with the exception of Items 11 and 17, seconded by Council Member Rosas. The consent agenda items were approved by one vote as follows: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 10 Approving a Supply Agreement for Hip and Knee Boots Motion approving a supply agreement with Northern Safety and Industrial, Corpus Christi, Texas for hip and knee boots in accordance with Bid Invitation No. BI -0245-14 based on lowest responsible bid for an estimated annual expenditure of $53,963.25, of which $44,969.37 is required for the remainder of FY 2014-2015. The term of the agreement will be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are Corpus Christi Page 8 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 purchased into the Warehouse Inventory and charged out to the various City Departments. This Motion was passed on the Consent Agenda. Enactment No: M2015-002 12 Approving a Professional Service Amendment No. 1 for Capital Programs Project Management Services Motion authorizing the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services contract between the City of Corpus Christi and R. H. Shackelford, Inc. in the amount of $512,577 for a total not to exceed $542,577 for Capital Programs Project Management Services. This Motion was passed on the Consent Agenda. Enactment No: M2015-004 13 Approving money transfers between Trust Fund Accounts Resolution approving the transfer of $700,000 from the Water Arterial Transmission and Grid Main Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220; and the transfer of $400,000 from the Water Distribution Main Trust Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220, in accordance with Section 8.5.1.0 and 8.5.2.1 of the Unified Development Code. This Resolution was passed on the Consent Agenda. Enactment No: 030388 14 Second Reading Ordinance - Rezoning from Farm Rural to Commercial located at 3718 Airline Road (1st Reading 12/16/14) Case No. 1114-06 Ronald S. Browning: A change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District, not resulting in a change to the Future Land Use Plan. The property is described as being a 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts, located along the north side of Slough Road between Airline Road and Rodd Field Road. Planning Commission and Staff Recommendation (November 19, 2014): Approval of the change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Ronald S. Browning ("Owner"), by changing the UDC Corpus Christi Page 9 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 15 Zoning Map in reference to a 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts from the "FR" Farm Rural District to the "CG -2" General Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030389 Second Reading Ordinance - Rezoning from Neighborhood Commercial to General Commercial at 5657 South Staples Street (1st Reading 12/16/14) Case No. 1114-05 Old Lipan Ltd.: A change of zoning from "CN -1" Neighborhood Commercial District and "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District, resulting in a change to the Future Land Use Plan from Public Semi -Public to Commercial uses. The property is described as Lot 13C, Block 10, Gardendale Subdivision, located at the northwest corner of Holly Road and South Staples Street. Planning Commission and Staff Recommendation (November 19, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District and "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Old Lipan, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to Lot 13C, Block 10, Gardendale Subdivision, from the "CN -1" Neighborhood Commercial District and the "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030390 16 Second Reading Ordinance - Lease Extension with Landry's Seafood and Steak House (1st Reading 12/16/14) Ordinance authorizing the City Manager, or this designee, to execute an extension to a five year lease agreement with Landry's Seafood and Steakhouse - Corpus Christi, Inc. ("Landry's) to operate a restaurant barge on People's Street T -Head with monthly payments of $6,657.00 through 2016, $7,056.00 through 2018, $7,500.00 through 2019, OR 2.75% of monthly gross sales, whichever is greater. Corpus Christi Page 10 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030391 18 Second Reading Ordinance - Addendum No. 1 to Lease agreement with Atlantic Aviation (1st Reading 12/16/14) 19 20 Ordinance ratifying the addition of Atlantic Aviation FBO Holdings, LLC (the "Lease Guarantor"), as an original party to the lease between the City and Mercury Air Center - Corpus Christi, Inc., doing business as Atlantic Aviation, and authorizing the City Manager, or designee, to execute Addendum No. 1 to the lease in order to join the Lease Guarantor and to correct, clarify, and add specific provisions to the lease; providing for severance; providing for publication; and providing for an effective date. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030393 Second Reading Ordinance - Authorizing a five year base term lease agreement with Signature Flight Support Coporation (1st Reading 12/16/14) Ordinance authorizing the City Manager, or designee, to execute an Amended and Restated Hangar and Fixed Base Operator's Lease with Signature Flight Support Corporation for the operation of a commercial hangar and fixed base aviation operation on the east side of the airfield at the Corpus Christi International Airport, in consideration of an annual rental fee at fair market value based on the current professional property and land appraisal, for a new term of five (5) years; providing for severance; providing for publication; and providing for an effective date. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030394 Second Reading Ordinance - Appropriating Lead Ballast Revenue to Columbus Sailors Association for the Nina Columbus Ship Restoration Fund (1st Reading 12/16/14) Ordinance appropriating $18,497 of revenue, from the sale of lead ballast from the Santa Maria, in the No. 1020 General Fund for payment to Columbus Sailing Association for the cost associated with the repair and restoration of the Nina or for staging facilities for the Nina; and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing revenue and expenditures by $18,497 each. This Ordinance was passed on second reading on the Consent Agenda. Corpus Christi Page 11 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 Enactment No: 030395 11 Approving Service Agreement with Child Obesity Prevention Program Provider related to the 1115 Transformation Waiver Motion approving a service agreement with Catholic Charities of Corpus Christi, Inc., to conduct a child obesity prevention program in accordance with Request for Qualifications No. BI -0015-14, for an estimated nine-month expenditure of $80,000, with one option to renew, subject to the approval of the contractor and the City Manager or designee. Funds are budgeted in the Corpus Christi - Nueces County Public Health District (CCNCPHD) 1115 Transformation Waiver Fund. Mayor Martinez referred to Item 11. In response to Council Member Riojas, Director of Public Health Annette Rodriguez said that staff will provide a full written update on January 21st and a public presentation on January 27th regarding the 1115 Transformation Waiver. Ms. Riojas requested that the report include the reason that partners are not returning to the program. Council Member Garza made a motion to approve the motion, seconded by Council Member Magill. This Motion was passed and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: M2015-003 17. Second Reading Ordinance - Cefe Valenzuela Landfill Pavement Life Cycle Replacement (1st Reading 12/16/14) Ordinance amending the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 by transferring $3,936,000 from Public Health & Safety 2014 Certificates of Obligation in Fund 3367 Project #E11061 Cefe Valenzuela Landfill Disposal Cells Interim Cover - Cells 3D, 4A and 4B to the Landfill Pavement / Roadway Life Cycle Replacement Project; authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $3,757,566.25 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project for the base bid; and authorizing the City Manager, or designee, to execute a construction materials testing contract with Tolunay Wong of Corpus Christi, Texas in the amount of $147,075 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. Mayor Martinez referred to Item 17. City Manager Olson stated that the purpose of this item is to execute an engineering contract for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. This item is dependent on the passage of Item 34. City Manager Olson explained that there will be a rate Corpus Christi Page 12 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 impact with the approval of Item 34. City Manager Olson stated that he will need additional time to determine what that impact will be from borrowing funds and the resulting fee increase. In response to questions, Acting Director of Capital Programs Jerry Shoemaker stated that the Council could approve Item 17 on second reading to lock in the construction prices and if the Council decides not to approve Item 34 on second reading, the contract can be terminated. Mayor Martinez called for a brief recess on this item due to technical difficulties. (Note: This Ordinance was passed after executive session.) Enactment No: 030392 K. EXECUTIVE SESSION: (ITEMS 5 - 8) Mayor Martinez deviated from the agenda and referred to executive session items 5 - 8. The Council went into executive session. 5 6. 7. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to potential economic development agreements with Corpus Christi Liquefaction, LLC for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits for the benefit of the City and pursuant to Texas Government Code § 551.087 to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations and/or financial or other incentives involving said business prospect, with possible action and discussion in open session. This E -Session Item was discussed in executive session. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the Department of Parks and Recreation and the Health District. This E -Session Item was discussed in executive session. Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations and the Agreement between the City of Corpus Christi and the Corpus Christi Firefighters Association and term(s) thereof with possible discussion, resolution(s), and other actions in open session concerning any matters related thereto. This E -Session Item was discussed in executive session. Corpus Christi Page 13 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 8 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to potential economic development agreements involving tourism -related development and/or food processors and pursuant to Texas Government Code § 551.087 to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect(s) that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations and/or financial or other incentives involving said business prospect(s), with possible action and discussion in open session. This E -Session Item was discussed in executive session. O. CONSENT AGENDA: (ITEM 17) 17. Second Reading Ordinance - Cefe Valenzuela Landfill Pavement Life Cycle Replacement (1st Reading 12/16/14) Ordinance amending the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 by transferring $3,936,000 from Public Health & Safety 2014 Certificates of Obligation in Fund 3367 Project #E11061 Cefe Valenzuela Landfill Disposal Cells Interim Cover - Cells 3D, 4A and 4B to the Landfill Pavement / Roadway Life Cycle Replacement Project; authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $3,757,566.25 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project for the base bid; and authorizing the City Manager, or designee, to execute a construction materials testing contract with Tolunay Wong of Corpus Christi, Texas in the amount of $147,075 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. Mayor Martinez returned to the discussion on Item 17. City Manager Olson stated that Items 17 and 34 are related. City Manager Olson said if the Council approves Item 17 to reserve and guarantee the prices in the contract, the Council has the option to terminate the contract if Item 34 is not approved on a future date. A council member requested a map of the roadwork at the Cefe Valenzuela Landfill. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Magill. This Ordinance was passed and approved on second reading with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rosas and Council Member Scott Nay: 2 - Council Member Rubio and Council Member Vaughn Abstained: 0 Corpus Christi Page 14 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 Enactment No: 030392 Q. REGULAR AGENDA: (ITEM 24) 24 Second Reading Ordinance - Approving a fifteen (15) year lease for the ILA (International Longshoreman's Association) building (Requires 28 day delay) (1st Reading 12/9/14) Ordinance authorizing the City Manager or designee to execute a fifteen -year lease agreement with the Texas State Museum of Asian Cultures for use of the ILA (International Longshoreman's Association) Building; and providing for publication. Mayor Martinez referred to Item 24. Acting Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this item is to execute a lease agreement with the Texas State Museum of Asian Cultures for use of the International Longshoreman's Association Building. There were no comments from the Council or the public. Council Member Garza made a motion to approve the ordinance, seconded by Council Member McIntyre. This Ordinance was passed on second reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030396 R. FIRST READING ORDINANCES: (ITEMS 25 - 34) 25 First Reading Ordinance - Amending City Code to modify auto wrecker ordinance Ordinance amending Chapter 57, Article V "AUTOWRECKERS" of the Corpus Christi Code by modifying permitting, regulatory, and enforcement procedures of auto wreckers, increasing fees for substitution of vehicle, and increasing wrecker service fees; Providing an effective date; Providing for severance; Providing for penalty; and Providing for publication. Mayor Martinez referred to Item 25. Police Chief Floyd Simpson stated that the purpose of this item is to amend Chapter 57, Article V "Autowreckers" of the City Code. Chief Simpson provided a brief overview of the changes to the ordinance. There were no comments from the Council or the public. Council Member Riojas made a motion to approve the ordinance, seconded by Council Member Scott. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Scott Corpus Christi Page 15 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 26 Nay: 1 - Council Member Vaughn Abstained: 0 First Reading Ordinance - Accepting and appropriating grant funds for the Internet Crimes Against Children (ICAC) task force program Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of Juvenile Justice and Delinquency Prevention Internet Crimes Against Children (ICAC) Task Force program, in the amount of $19,800 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $19,800 in the No. 1061 Police Grants Fund. Mayor Martinez referred to Item 26. Police Chief Floyd Simpson stated that the purpose of this item is to accept a grant in the amount of $19,8000 for the Internet Crimes Against Children Task Force. Thee were no comments from the Council or the public. Council Member Riojas made a motion to approve the ordinance, seconded by Council Member Scott. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 27 First Reading Ordinance - Amending City Code to modify Animal Care Ordinance Ordinance amending Chapter 2 and Chapter 6 of the Corpus Christi Code to reassign Animal Care Services roles and responsibilities; to designate the Animal Care Services Manager as the Local Rabies Control Authority; to establish a fee schedule; authorizing waiver of fees; providing Animal Control Service Manager authority to prohibit dangerous dogs within the City; eliminating $25 refund for sterilization of adopted animals; prohibiting traps with holding mechanisms; to modify the name of Animal Control Advisory Committee; to modify the ex officio members; to designate the Animal Care Advisory Committee as the Animal Shelter Committee; Providing for severance; Providing for publication; Providing for penalty; and Providing an effective date. Mayor Martinez referred to Item 27. Police Chief Floyd Simpson stated that the purpose of this item is to amend the Code of Ordinances to modify the Animal Care Ordinance. Chief Simpson said that the changes to the ordinance will help satisfy changes recommended by a recent audit. Police Chief provided a Corpus Christi Page 16 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 brief overview of the changes. Council Member Scott made a motion to approve the ordinance, seconded by Council Member McIntyre. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 28 First Reading Ordinance - Appropriating funds into the Crime Control District Fund Ordinance appropriating $1,323,658.59 from the unreserved fund balance in No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2014-2015 operating budget, and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing expenditures by $1,323,658.59. Mayor Martinez referred to Item 28. Police Chief Floyd Simpson stated that the purpose of this item is to appropriate funds from the Crime Control District in the amount of $1,323,658.59 for "one-time" expenditures. Chief Simpson referred to the funding for beautification at the Police Department which includes parking lot improvements, security fencing and will help revitalize the downtown area. Chief Simpson provided a brief description of each item on the capital item list. Mike Staff, Former Chairman of the Crime Control and Prevention District, spoke regarding the Crime Control and Prevention District's support of the one-time expenditure list and stated that the Board talked in great detail about the beautification element and supported moving forward. Council members spoke regarding the following topics: the total cost for the beautification project; the timeline for completion of the beautification project; the scope of work for the beautification project; concerns with spending Crime Control funds for beautification instead of the funds going directly to public safety; the un -audited fund balance in the Crime Control Fund; when the Crime Control sales tax is up for a vote; the breakdown of funding for the safety elements versus the maintenance and beautification; use of a different funding source for the beautification elements; safety concerns and improvements to the parking lot; whether the beautification portion can be voted on separately; and a request to include a projected fund balance for the Crime Control District for this fiscal year for the second reading. There were no comments from the public. Council Member Scott made a motion to approve the ordinance, seconded by Council Member Magill. Council Member McIntyre made a motion to direct the City Manager to provide a breakdown of the police parking lot improvements, seconded by Council Member Magill and passed unanimously. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Scott Nay: 2 - Council Member McIntyre and Council Member Vaughn Corpus Christi Page 17 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 29 Abstained: 0 First Reading Ordinance - Lease agreement with TCEQ for use of Oak Park and H. J. Williams Park for air monitoring station (Requires 28 day delay) Ordinance authorizing the City Manager, or designee, to execute a five year lease agreement (with the option for one five year renewal) with the Texas Commission on Environmental Quality (TCEQ) for installation and operation of an air quality monitoring station on a 0.113 acre tract of land on Oakpark Park located at 842 Erwin Street, Corpus Christi,TX and a 0.038 acre tract of land on Bayview (H.J. Williams) Park, located at 2518 Dempsey Road, Corpus Christi, TX; providing for severance; and providing for publication. Mayor Martinez referred to Item 29. Acting Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this item is to approve a five*year lease agreement with the Texas Commission on Environmental Quality for the installation and operation of an air quality monitoring station in Oakpark Park and H.J. Williams Park. There were no comments from the public. Council Member Rubio made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 30 First Reading Ordinance - Engineering contract for City of Corpus Christi Regional Water Supply Strategic Sustainability Plan Ordinance amending the FY 2015 Capital Improvement Program Budget adopted by Ordinance No. 030303 to add Project No. E14001 City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; transferring and appropriating $572,365 from the Unreserved Fund Balance in No. 4041 Raw Water Supply Development Fund to and appropriating in the No. 4080 Water CIP Fund for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; and authorizing the City Manager or designee to execute a Professional Services Agreement in the amount of $539,967 with CH2M Hill Engineers, Inc., a Delaware Corporation with a branch office in Corpus Christi, Texas for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan for technical, public outreach, strategic planning and associated services. Corpus Christi Page 18 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 Mayor Martinez referred to Item 30. Executive Director of Utilities Mark Van Vleck stated that the purpose of this item is to appropriate funds and award a contract to CH2M Hill Engineers, Inc. to develop a comprehensive water supply strategic plan that will address the City's strategies for ensuring supply exceeds water demand and provides for the decision making criteria that will be utilized to maintain the plan. There were no comments from the public. Council Members spoke regarding the following topics: concerns with the timeframe for supply and demand and for the rate model and governance; how the project comes together and how it conflicts with other overlapping water supply studies; the risk assessment matrix; the reasons this contract is evaluating the cost of desalination when the City is already actively looking at this; whether the rate model will evaluate the wholesale contracts; when the data will be available; the decision matrix criteria; the interim policies in place for wastewater and effluent; the San Antonio model to evaluate proposals; whether this study is redundant with other pilot studies; the need for a sustainability plan; incorporating data from other studies into this sustainability plan; whether the City has submitted applications for the State Water Implementation Fund for Texas (SWIFT) Abridge fund due by February 3rd; and the incredible value of the rate model and governance rather than the other pieces which are already ongoing elements. Council Member Scott made a motion to table this item to a date no later February 24th, seconded by Council Member McIntyre and passed. Mayor Martinez requested that staff provide information that better communicates the concerns of the Council and the timing of the components of the sustainability plan. This Ordinance was tabled to a date no later than February 24, 2015 with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 31 First Reading Ordinance - Purchase of electronic plan review solution from Bentley Systems, Inc. Ordinance appropriating $236,104 from the Unreserved Fund Balance in the Development Services Fund No. 4670 for the purchase of Bentley electronic plan review software; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase expenditures by $236,104; authorizing the City Manager, or designee, to execute contract with Bentley for electronic plan software, with the total amount of the fixed price agreement of $286,104; authorizing the City Manager, or designee, to execute amendment to Master Contract with Bentley Systems, Inc. for implementation of an electronic plan review solution. Mayor Martinez referred to Item 31. Executive Director of Utilities Mark Van Vleck stated that the purpose of this item is to appropriate funds and award a contract to Bentley Systems, Inc. for a web based and architectural plans submittal review and markup software that will be utilized by Development Services, the Utilities Department and Capital Programs. In response to a council member, Mr. Van Vleck stated that this contract will include training of personnel and staff is planning on training the users. There were no comments Corpus Christi Page 19 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 32 33 from the public. Council Member Scott made a motion to approve the ordinance, seconded by Council Member McIntyre. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 First Reading Ordinance - Closing a portion of a utility easement located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way Ordinance abandoning and vacating an 8,598 -square foot portion of an existing 10 -foot wide utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2, located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way; and requiring the owners, Ernesto & Vienna Flores, to comply with the specified conditions. Mayor Martinez referred Item 32. Executive Director of Utilities Mark Van Vleck stated that the purpose of this item is to abandon and vacate an 8,598 -square foot portion of an existing 10 -foot wide utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2. Mr. Van Vleck stated that staff is recommending approval of the request and to waive payment of fair market value because the owner is replatting and will dedicate easements as part of the replatting. There were no comments from the Council or the public. Council Member Magill made a motion to approve the ordinance, seconded by Council Member Rubio. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 First Reading Ordinance - Type A Grant for CC Cold Storage, LLC and South Texas Cold Storage, LLC facility located at 260 McBride Lane Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and CC Cold Storage, LLC and South Texas Cold Storage, LLC ("Cold Storage") to provide a grant of up to $265,000, for the creation of jobs and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type Corpus Christi Page 20 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 A Corporation regarding implementation and administration of the Cold Storage Business Incentive Agreement for the creation of jobs; and appropriating $265,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Cold Storage; and changing the FY 2014-2015 operating budget, adopted by Ordinance No. 030294, by increasing expenditures by $265,000. Mayor Martinez referred to Item 33. Emily Martinez with the Corpus Christi Regional Economic Development Corporation stated that the purpose of this item is to approve business incentive agreement with CC Cold Storage LLC and South Texas Cold Storage LLC to provide a grant of up $265,000, payable over five (5) years, for the retention of six (6) positions and the creation of five (5) new positions with a capital investment of $1,500,000. Ms. Martinez said the cold storage facility is the closest cold storage facility for the Corpus Christi regional vendors. There were no comments from the Council or the public. Council Member Scott made a motion to approve the ordinance, seconded by Council Member Riojas. This Ordinance was passed on first reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 34 First Reading Ordinance - Authorizing Issuance of Solid Waste Certificates of Obligation Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015" in an amount not to exceed $14,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste System; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Corpus Christi Page 21 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 Mayor Martinez referred to Item 34. Director of Financial Services Constance Sanchez stated that the purpose of this item is to a approve an ordinance authorizing the issuance of up to $14,500,000 in Solid Waste Certificates of Obligation. Ms. Sanchez said that in December, the notice of intention to issue these certificates was approved by the City Council and was published in the Corpus Christi Caller Times for two (2) consecutive weeks on December 14th and December 21st. The issuance is structured as a parameter sale giving the City Manager, Deputy City Manager and the Assistant City Manager the authority to "pull the trigger" on this deal when the time is right with the bond market. The debt service payment for the current fiscal year is included and is estimated at approximately over $1 million for 20 years for these certificates. City Manager Olson stated that the rate impacts are not disclosed in this item and the Council has the option of approving this item on first reading with the expectation that staff will come back with the rate impacts prior to second reading or table the issue. Council Member Scott made a motion to table this item for a period not to exceed three (3) weeks, seconded by Council Member McIntyre. This Ordinance was tabled to a date not to exceed three (3) weeks with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 S. FUTURE AGENDA ITEMS: (ITEMS 35 - 45) Mayor Martinez referred to Future Agenda Items. City Manager Olson stated that staff did not have any planned presentations. 35 Purchase of Centracs Automated Transportation Management System Motion approving the purchase of one (1) Centracs Automated Transportation Management System from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $241,000.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was recommended to consent agenda. 36 Purchase of 152 Econolite Cobalt Controllers 2100 to replace incompatible controllers for traffic signal system Motion approving the purchase of 152, Econolite Cobalt Controller 2100 from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $448,400.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. Corpus Christi Page 22 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 This Motion was recommended to consent agenda. 37 Purchase of eighteen (18) Traffic Signal Cabinets Motion approving the purchase of eighteen (18) National Electrical Manufacturers Association (NEMA) TS2-1 Traffic Signal Cabinets from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $148,032.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was recommended to consent agenda. 38 Purchase of six (6) Radar Vehicle Detection Systems Motion approving the purchase of six (6) radar vehicle detection systems from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $98,280.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was recommended to consent agenda. 39 Service Agreement for Herbicide Application Motion approving a service agreement with DeAngelo Brothers, LLC, Katy, Texas for herbicide application in accordance with Bid Invitation No. BI -0300-14, based on only bid for an estimated annual expenditure of $82,462.89, of which $68,719.07 is required for the remainder of FY 2014-2015. The term of the contract will be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the Contractor and the City Manager or designee. Funds have been budgeted by the Street Operations Department in FY 2014-2015. This Motion was recommended to consent agenda. 40 Supply Agreements for Food Items Motion approving supply agreements with the following companies in the following amounts in accordance with Coastal Bend Council of Governments Bid Invitation No. CBCOG-15-1 for food items, for an estimated six-month expenditure of $193,802.43. The terms of the Corpus Christi Page 23 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 41 42 43 44 contracts shall be for six months. Funds are available through the Meals on Wheels Grant. LaBatt Food Service Corpus Christi, Texas 154 Line Items $78,687.09 Grand Total: $193,802.43 Performance Food Group Victoria, Texas 127 Line Items $115,115.34 This Motion was recommended to consent agenda. Engineering construction contract for FM 2444 Waterline Adjustments Task Order No. 5 and 6 Motion authorizing the City Manager, or designee, to execute a construction contract with Bay, Ltd of Corpus Christi, Texas in the amount of $783,023 for the TXDOT Participation Projects - Task Order Nos. 5 and 6 - FM 2444 Waterline Adjustments for the total base bid. This Motion was recommended to consent agenda. Engineering Construction Contract for FM 2444 Waterline Adjustments Task Order No. 7 Motion authorizing the City Manager, or designee, to execute a construction contract with National Power Rodding Corporation of Austin, Texas in the amount of $70,306 for the TXDOT Participation Projects - Task Order No. 7 - FM 2444 Waterline Adjustments for the total base bid. This Motion was recommended to consent agenda. Amending Type A Board Affordable Housing Goals and Strategies Motion to approve Type A Board Affordable Housing Goals and Strategies. This Motion was recommended to consent agenda. Nominating Flint Hills Resources, LP as a Triple Jumbo Texas Enterprise Zone Project Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Corpus Christi Page 24 Printed on 1/23/2015 City Council Meeting Minutes January 13, 2015 Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Triple Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). This Resolution was recommended to consent agenda. 45 Approving the City's Investment Policy and Investment Strategies Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for Fiscal Year 2014-2015 This Resolution was recommended to consent agenda. T. LEGISLATIVE UPDATE: U. ADJOURNMENT None. The meeting was adjourned at 10:18 p.m. Corpus Christi Page 25 Printed on 1/23/2015 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, January 20, 2015 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 Felix Zavala, El Shaddai Church. Pastor Felix Zavala gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Andy Leal Jr., Interim Director of Street Services. Interim Director of Street Services Andy Leal, Jr. led the Pledge of Allegiance. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. 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. Charter Officers: City Manager Ron Olson, City Attorney Miles K. Risley and City Secretary Rebecca Huerta. Present: 9 - Mayor Nelda Martinez,Council Member Rudy Garza,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas,Council Member Lucy Rubio,Council Member Brian Rosas,Council Member Mark Scott, and Council Member Carolyn Vaughn E. Proclamations / Commendations 1. Proclamation declaring January as, "Dynamic Dollar Month to Fight Human Trafficking". Mayor Martinez presented the proclamation. Mayor Martinez presented a proclamation for a Day of Remembrance for fallen Corpus Christi Police Office Matthew Barrett Thebeau who lost his life seven years ago on January 20, 2008 while responding to a call in progress and asked for a moment of silence. Corpus Christi Page 1 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 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. Mayor Martinez deviated from the agenda and called for comments from the public. Jack Gordy and Abel Alonzo addressed obstructions on the sidewalk on Airline Road. Barry Box Executive Director of the Buccaneer Commission discussed how Buc Days might grow and be made better using a five-year plan and identifying a permanent location for Buc Days. Susie Luna Saldana commented regarding staff being allowed to comment following citizens' comments during the public comment portion of the City Council Meeting and she commented that she was saddened that four police officers followed Jack Gordy out of the City Council Chamber. Susan Ramey and Phyllis Dinges spoke in support of improving their Flour Bluff neighborhood. Benjamin Graham spoke regarding various violations of city code issued to him and potential conficts with existing laws related thereto. Warren Andrich spoke in favor of hiring Stacey Anaya in the position of the Director of the City's Parks and Recreation Department. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: City Manager Ron Olson stated: briefings on Items 2, 3 and 4 will be postponed; Valerie Gray has been appointed Executive Director of Public Works; citizens are encouraged to properly dispose of Christmas trees by taking them citizens' collection transfer location or putting them out for scheduled brush pickup, the mulch from which will be available to citizens in February; City Attorney Miles Risley has been appointed President of the Texas Coalition of Affordable Power; recognized city employees for the risks each faces in his/her job with the City; the City Council has been provided the City's FY14-15 Annual Business Plan. a. BRIEFINGS : (ITEMS 2 - 4) 2. 3. 4. b. OTHER Chaparral Street Improvement Project Update This Presentation was postponed. Capital Programs Department Organizational Assessment This Presentation was postponed. Bond Street Program Update This Presentation was postponed. H. EXECUTIVE SESSION: (ITEM 5) Corpus Christi Page 2 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 5. Mayor Martinez deviated from the agenda and referred to the days executive session. The Council went into executive session. Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations and the Agreement between the City of Corpus Christi and the Corpus Christi Firefighters Association and term(s) thereof with possible discussion, resolution(s), and other actions in open session concerning any matters related thereto. This E -session Item was discussed in executive session. I. MINUTES: 6. Special Meeting of January 13, 2015 Mayor Martinez deviated from the agenda and referred to approval of the minutes. Council Member Magil made a motion to approve the minutes, seconded by Council Member McIntyre and passed unanimously. J. BOARD & COMMITTEE APPOINTMENTS: 7. Animal Control Advisory Board Building Standards Board Library Board Parking Advisory Committee Parks and Recreation Advisory Committee Port of Corpus Christi Authority of Nueces County, Texas Sister City Committee Transportation Advisory Committee Tree Advisory Committee Mayor Martinez referred to board and committee appointments. The following appointments were made: Port of Corpus Christi Authority of Nueces County, Texas Council Member Magill nominated Wayne Squires. Council Member Scott nominated Alfred "Al" Jones. Wayne Squires was appointed with Council Members Vaughn, Rubio, Garza, Magill and Rosas voting for Wayne Squires and Council Members McIntyre, Scott, Riojas and Mayor Martinez voting for Alfred "Al" Jones. Animal Control Advisory Committee Council Member Magill made a motion to appoint Samantha Person, seconded by Council Member Rubio and passed unanimously. Building Standards Board Council Member Magill made a motion to appoint Lee R. Hassman, seconded by Council Member Vaughn and passed unanimously. Library Board Council Member McIntyre made a motion to reappoint Natalie Rogen, Diana Corpus Christi Page 3 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 Broyles and Evelyn Sue Donahoe, seconded by Council Member Magill and approved unanimously. Council Member McIntyre made a motion to nominate Jessica Hamilton, seconded by Council Member Magill and passed unanimously. Parking Advisory Committee Council Member McIntyre made a motion to appoint Terry Sweeny, seconded by Council Member Magill and passed unanimously. Parks and Recreation Advisory Committee Council Member Magill made a motion to appoint Ricardo Pedraza. Council Member McIntyre nominated Gary McCoig. Council Member Magill retracted his motion and nominated Ricardo Pedraza. Ricardo Pedraza was appointed with the following vote: Council Members Riojas, Rosas, Magill, Garza, Rubio, Vaughn and Mayor Martinez voting for Ricardo Pedraza and Council Members Scott and McIntyre voting for Gary McGoig. Sister City Committee Appointments were postponed in lieu of additional recruiting. Transportation Advisory Committee Mayor Martinez nominated Tommy E. Watson, Jr. Council Member Magill nominated Robert Saldana. Robert Saldana was appointed with Council Members McIntyre, Vaughn, Garza, Magill, Riojas and Rosas voting for Robert Saldana and Council Members Rubio, Scott and Mayor Martinez voting for Tommy E. Watson, Jr. Tree Advisory Committee Council Member Lucy Rubio made a motion to appoint Margareta Fratila, seconded by Council Member Magill and approved unanimously. K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 8 - 28) Approval of the Consent Agenda Mayor Martinez deviated from the agenda and referred to the Consent Agenda. Council Member Vaughn requested that Item 23 be pulled for individual consideration. Council Member McIntyre requested that Items 16 and 19 be pulled for individual consideration. Karen Childers spoke regarding the affordable housing grant program and how it helps low income families. Warren Andrich with the Corpus Christi Association of Realtors said the Affordable Housing Program will, for the first time, include rentals and encouraged city council members to give the item further consideration instead of allowing it to go ahead as -is. On a motion by Council Member McIntyre, seconded by Council Member Garza, with the exception of Items 16, 19 and 23, the consent agenda items were approved by one vote as follows: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Corpus Christi Page 4 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 8. Purchase of Centracs Automated Transportation Management System Motion approving the purchase of one (1) Centracs Automated Transportation Management System from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $241,000.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was passed on the Consent Agenda. Enactment No: M2015-005 9. Purchase of 152 Econolite Cobalt Controllers 2100 to replace incompatible controllers for traffic signal system Motion approving the purchase of 152, Econolite Cobalt Controller 2100 from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $448,400.00. The award is abased on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was passed on the Consent Agenda. Enactment No: M2015-006 10. Purchase of eighteen (18) Traffic Signal Cabinets Motion approving the purchase of eighteen (18) National Electrical Manufacturers Association (NEMA) TS2-1 Traffic Signal Cabinets from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $148,032.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was passed on the Consent Agenda. Enactment No: M2015-007 11. Purchase of six (6) Radar Vehicle Detection Systems Motion approving the purchase of six (6) radar vehicle detection systems from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $98,280.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was passed on the Consent Agenda. Enactment No: M2015-008 Corpus Christi Page 5 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 12. Service Agreement for Herbicide Application Motion approving a service agreement with DeAngelo Brothers, LLC, Katy, Texas for herbicide application in accordance with Bid Invitation No. BI -0300-14, based on only bid for an estimated annual expenditure of $82,462.89, of which $68,719.07 is required for the remainder of FY 2014-2015. The term of the contract will be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the Contractor and the City Manager or designee. Funds have been budgeted by the Street Operations Department in FY 2014-2015. This Motion was passed on the Consent Agenda. Enactment No: M2015-009 13. Supply Agreements for Food Items Motion approving supply agreements with the following companies in the following amounts in accordance with Coastal Bend Council of Governments Bid Invitation No. CBCOG-15-1 for food items, for an estimated six-month expenditure of $193,802.43. The terms of the contracts shall be for six months. Funds are available through the Meals on Wheels Grant. LaBatt Food Service Corpus Christi, Texas 154 Line Items $78,687.09 Performance Food Group Victoria, Texas 127 Line Items $115,115.34 Grand Total: $193,802.43 This Motion was passed on the Consent Agenda. Enactment No: M2015-010 14. Engineering construction contract for FM 2444 Waterline Adjustments Task Order No. 5 and 6 Motion authorizing the City Manager, or designee, to execute a construction contract with Bay, Ltd of Corpus Christi, Texas in the amount of $783,023 for the TXDOT Participation Projects - Task Order Nos. 5 and 6 - FM 2444 Waterline Adjustments for the total base bid. This Motion was passed on the Consent Agenda. Enactment No: M2015-011 15. Engineering Construction Contract for FM 2444 Waterline Adjustments Task Order No. 7 Corpus Christi Page 6 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 Motion authorizing the City Manager, or designee, to execute a construction contract with National Power Rodding Corporation of Austin, Texas in the amount of $70,306 for the TXDOT Participation Projects - Task Order No. 7 - FM 2444 Waterline Adjustments for the total base bid. This Motion was passed on the Consent Agenda. Enactment No: M2015-012 17. Nominating Flint Hills Resources, LP as a Triple Jumbo Texas Enterprise Zone Project Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Triple Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). This Resolution was passed on the Consent Agenda. Enactment No: 030397 18. Approving the City's Investment Policy and Investment Strategies Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for Fiscal Year 2014-2015 This Resolution was passed on the Consent Agenda. Enactment No: 030398 20. Second Reading Ordinance - Amending the Unified Development Code (UDC) to enhance enforcement of bar, taverns, or pub zoning (1st Reading 1/13/15) Ordinance amending the Unified Development Code by revising subsections 5.2.7 to enhance enforcement of bar, taverns, or pub zoning; amending the Unified Development Code by revising subsections 5.1.4.F to correct an error in the text for restaurant accessory use; and providing for severance, penalty, publication, and effective date. This Ordinance was passed on secnd reading on the Consent Agenda. Enactment No: 030400 21. Second Reading Ordinance - Rezoning from Manufactured Home and Industrial to Industrial with a Special Permit at 7585 Leopard Street (1st Reading 1/13/15) Case No. 1214-02 Isaias Franco: A change of zoning from "RMH" Corpus Christi Page 7 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction, not resulting in a change to the Future Land Use Plan. The property is described as being a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, located on the south side of Leopard Street between Rhew Road and Cathead Road Planning Commission and Staff Recommendation (December 17, 2014): Approval of the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction subject to conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Isaias Franco ("Owner"), by changing the UDC Zoning Map in reference to a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, from the "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030401 22. Second Reading Ordinance - Rezoning from Residential to Commercial at 5921 Yorktown Boulevard (1st Reading 1/13/15) Case No. 1214-01 Maxwell P. Dunne Funeral Service, Inc.: A change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Plan from residential to commercial uses. The property is described as being a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, located on the southwest corner of Yorktown Boulevard and Loire Boulevard. Planning Commission and Staff Recommendation (December 3, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon Corpus Christi Page 8 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 application by Maxwell P. Dunne Funeral Services, Inc. ("Owner"), by changing the UDC Zoning Map in reference to a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030402 24. Second Reading Ordinance - Accepting and appropriating grant funds for the Internet Crimes Against Children (ICAC) task force program (1st Reading 1/13/15) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of Juvenile Justice and Delinquency Prevention Internet Crimes Against Children (ICAC) Task Force program, in the amount of $19,800 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $19,800 in the No. 1061 Police Grants Fund. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030404 25. Second Reading Ordinance - Amending City Code to modify Animal Care Ordinance (1st Reading 1/13/15) Ordinance amending Chapter 2 and Chapter 6 of the Corpus Christi Code to reassign Animal Care Services roles and responsibilities; to designate the Animal Care Services Manager as the Local Rabies Control Authority; to establish a fee schedule; authorizing waiver of fees; providing Animal Control Service Manager authority to prohibit dangerous dogs within the City; eliminating $25 refund for sterilization of adopted animals; prohibiting traps with holding mechanisms; to modify the name of Animal Control Advisory Committee; to modify the ex officio members; to designate the Animal Care Advisory Committee as the Animal Shelter Committee; Providing for severance; Providing for publication; Providing for penalty; and Providing an effective date. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030405 26. Second Reading Ordinance - Purchase of electronic plan review solution from Bentley Systems, Inc. (1st Reading 1/13/14) Ordinance appropriating $236,104 from the Unreserved Fund Balance Corpus Christi Page 9 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 in the Development Services Fund No. 4670 for the purchase of Bentley electronic plan review software; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase expenditures by $236,104; authorizing the City Manager, or designee, to execute contract with Bentley for electronic plan software, with the total amount of the fixed price agreement of $286,104; authorizing the City Manager, or designee, to execute amendment to Master Contract with Bentley Systems, Inc. for implementation of an electronic plan review solution. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030406 27. Second Reading Ordinance - Closing a portion of a utility easement located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way (1st Reading 1/13/15) Ordinance abandoning and vacating an 8,598 -square foot portion of an existing 10 -foot wide utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2, located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way; and requiring the owners, Ernesto & Vienna Flores, to comply with the specified conditions. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030407 28. Second Reading Ordinance - Type A Grant for CC Cold Storage, LLC and South Texas Cold Storage, LLC facility located at 260 McBride Lane (1st Reading 1/13/15) Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and CC Cold Storage, LLC and South Texas Cold Storage, LLC ("Cold Storage") to provide a grant of up to $265,000, for the creation of jobs and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Cold Storage Business Incentive Agreement for the creation of jobs; and appropriating $265,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Cold Storage; and changing the FY 2014-2015 operating budget, adopted by Ordinance No. 030294, by increasing expenditures by $265,000. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030408 Corpus Christi Page 10 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 16. Amending Type A Board Affordable Housing Goals and Strategies Motion to approve Type A Board Affordable Housing Goals and Strategies. Mayor Martinez referred to Item 16. Director of Housing and Community Development Eddie Ortega stated that this item consists of the Type A Amended Affordable Housing Goals and Strategies which acknowledge and allow for the support of rental housing projects as an affordable housing strategy for the citizens of Corpus Christi. Council Member McIntyre spoke regarding whether the applicable policy has been devised for the new goals and strategies that are the subject of this Agenda Item; the requirements to get a grant to purchase a home versus a rental; establishment of requirements regarding rentals. Council Member Scott addressed bridging HUD guidelines and market opportunites as well as providing opportunites to support affordable housing. Council Member Riojas discussed having a conversation between the City Council, the Corpus Christi Business and Job Development Corporation and the Economic Development Corporation to gain alignment of applicable policies as well as regarding how to create the most optimal environment for voters to vote to renew the existing 1/8 cent sales tax. City Manager Ron Olson said the target date for the Joint Meeting is March 8, 2015. Mayor Martinez discussed spending the majority of money on home ownership and having some guiding principles regarding use of these monies for rentals. Council Member Garza made a motion to approve the Motion, seconded by Council Member Rosas and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: M2015-013 19. Resolution in support of the proposed revitalization of the Corpus Christi Housing Authority - La Armada II Public Housing Complex Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed revitalization of the La Armada II Public Housing Complex. Mayor Martinez referred to Item 19. Director of Housing and Community Development Eddie Ortega stated that the Resolution is in support of proposed revitalization of the Corpus Christi Housing Authority's La Armada 11 Public Housing Public Housing Complex. Council Member McIntyre discussed the importance of this project; looking at the entire affordable housing market; and the Housing Authority selling to developers or trading with the City for this grant land it owns, so that it might be developed and help fund improvements. Mayor Martinez suggested considering each project on its own merits and the value it will bring to revatalization, infill development, and putting housing back online. There were no comments from the public. Council Member McIntyre made a motion to approve the Resolution, seconded by Council Member Magill and approved with the following vote: Corpus Christi Page 11 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030399 23. Second Reading Ordinance - Amending City Code to modify auto wrecker ordinance (1st Reading 1/13/15) Ordinance amending Chapter 57, Article V "AUTOWRECKERS" of the Corpus Christi Code by modifying permitting, regulatory, and enforcement procedures of auto wreckers, increasing fees for substitution of vehicle, and increasing wrecker service fees; Providing an effective date; Providing for severance; Providing for penalty; and Providing for publication. Mayor Martinez referred to Item 23. Police Chief Floyd Simpson stated that Item 23 is an amendment to Chapter 57, Autowreckers, to modify the ordinance regarding the impact of technology on fees. Council Member Vaughn stated that she will not support the amendment because it increases fees. Council Member McIntyre made a motion to approve the Ordinance, seconded by Council Member Rubio and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Scott Nay: 1 - Council Member Vaughn Abstained: 0 Enactment No: 030403 M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (ITEM 29) 29. Second Reading Ordinance - Appropriating funds into the Crime Control District Fund (1st Reading 1/13/15) Ordinance appropriating $1,323,658.59 from the unreserved fund balance in No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2014-2015 operating budget, and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing expenditures by $1,323,658.59. Mayor Martinez referred to Item 29. Police Chief Floyd Simpson stated that the purpose of this item is to appropriate the one-time expenditures from the Crime Control budget in the amount of $1,323,659.59. Chief Simpson provided a revised estimate of the safety fence and maintenance items project which Corpus Christi Page 12 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 includes a security fence, repaving of the parking lot and landscaping. Director of Facilities Carlos Gonzalez provided an explanation of the proposal for recommended improvements including: landscaping, pavement, demolition of canopy items, fencing, the reason for rubber wheel stops; the electrical components, other facility improvements, contingencies, and contributions from the Downtown Management District in the amount of $10,000 and the Department of Facilities & Property Management in the amount of $50,000. Council members spoke regarding the following topics: whether the contributions were designated to specific improvements; concerns with using funds from the Crime Control fund for beautification; whether funds from the Corpus Christi Police Foundation can be used for the landscaping; the area where the pergola will be located; consideration for the funds to come from the General Fund; the minimum landscaping requirements for the private sector; whether the maintenance, fencing and gate operations will be factored into the budget; irrigation requirements; the Crime Control funding and projections for sales tax; whether the fund balance includes the funding for the 13 additional approved officers; concerns with the sales tax projections dropping because of the price of oil; the infestation of rodents and insects; the number of people that utilize the facility; closure of one of the drive -ways; the last time improvements were made to the Police station; how much was spent this fiscal year on maintenance of the building; and whether the improvements will save on maintenance. Terry Sweeney with the Downtown Management District spoke regarding the DMD's committment of $10,000 for the landscaping elements to improve the Police Department and the downtown area. Mike Staff, former Chairman of the Corpus Christi Crime Control and Prevention District, provided information on the Board's decision to support the landscaping as part of the improvements to the police parking lot. Mayor Martinez called for comments from the public. Abel Alonzo thanked the Council for their concerns and spoke in support of setting the standard and doing the improvements right. Susie Luna Saldana asked the Council to support the whole proposal to beautify the area and protect the officers. City Manager Olson stated that he objected to the use of the funds from the General Fund. Mayor Martinez made a motion to amend the ordinance by taking $55,000 for landscaping from the General Fund and reducing the total police cost to $514,001. The motion was seconded by Council Member McIntyre and passed unanimously. This Ordinance was passed as amended on second reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030409 O. FIRST READING ORDINANCES: (ITEMS 30 - 31) 30. First Reading Ordinance - Accepting and appropriating funds for the Elderly Nutrition Program Ordinance authorizing the City Manager or designee to execute all Corpus Christi Page 13 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 documents necessary to accept and appropriate a $631,131 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation grants fund for the FY 2015 Senior Community Services, Elderly Nutrition Program. Mayor Martinez referred to Item 30. Acting Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this item is to accept and appropriate $631,131 for the Elderly Nutrition Program. There were no comments from the Council or the public. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Rubio. This Ordinance was passed on first reading with the following vote: Aye: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Scott and Council Member Vaughn Absent: 1 - Council Member Rosas Abstained: 0 31. First Reading Ordinance Designating Cheniere Reinvestment Zone Ordinance designating the Cheniere Reinvestment Zone within the City limits under the Property Redevelopment and Tax Abatement Act (the "Act"), (Chapter 312 of the Texas Tax Code) Mayor Martinez referred to Item 31. City Secretary Huerta stated that Council Members Magill and Scott will be abstaining from this item. Mike Culbertson with the Corpus Christi Regional Economic Development Corporation stated that the purpose of this item is to designate the Cheniere Reinvestment Zone to allow the area to be granted benefits and to allow other taxing entities to decide whether to grant a tax abatement. There were no comments from the Council or the public. Council Member Riojas made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Abstained: 2 - Council Member Magill and Council Member Scott P. FUTURE AGENDA ITEMS: (ITEMS 32 - 36) Mayor Martinez referred to Future Agenda Items. City Manager Olson stated that staff had a planned presentation on Item 32. City Secretary Huerta announced that Council Members Scott and Magill were recusing themselves from the discussion on Item 32. 32. Chapter 380 Agreement for Corpus Christi Liquefaction, LLC (Cheneire) Resolution authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Corpus Corpus Christi Page 14 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 Christi Liquefaction, LLC ("Agreement") for certain economic development grants for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits for the benefit of the City. This Resolution was recommended to consent agenda. 33. Agreement for temporary tax abatement for Corpus Christi Liquefaction, LLC Resolution authorizing the execution of an agreement with Corpus Christi Liquefaction, LLC providing for temporary property tax abatement This Resolution was recommended to consent agenda. 34. Lease Expansion Amendment for the City Detention Center at 615 Leopard, Suite 113A Motion to authorize City Manager, or designee, to execute a Lease Expansion Amendment which applies to the original Lease Agreement dated April 13, 2004, between Landlord, Wilson Plaza Associates LP., and Tenant, The City of Corpus Christi for suite number 113-A, located at 615 Leopard Street. This Motion was recommended to consent agenda. 35. Approving a Service Agreement for Rental of one (1) Motor Grader and three (3) Wheel Loaders for Beach Operations Motion approving a service agreement with Doggett Heavy Machinery Services, Corpus Christi, Texas for the rental of one (1) motor grader and three (3) wheel loaders in accordance with Bid Invitation No. BI -0197-14, based on only bid for a total expenditure of $560,709.00, of which $166,136.00 is required for the remainder of FY 2014-2015 The term of the agreement shall be for twenty-seven (27) months. Funds have been budgeted by the Parks and Recreation Department in FY 2014-2015. This Motion was recommended to consent agenda. 36. Appointing Council Members to Corpus Christi Housing and Finance Corporation and Corpus Christi Industrial Development Corporation Boards Motion appointing Council Members Nelda Martinez, Chad Magill, Lillian Riojas, Mark Scott, Carolyn Vaughn, Brian Rosas, Lucy Rubio, Colleen McIntyre and Rudy Garza, Jr. as Board Members of the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. Corpus Christi Page 15 Printed on 1/23/2015 City Council Meeting Minutes January 20, 2015 This Motion was recommended to consent agenda. Q. FUTURE CORPORATION MEETING: (ITEM 37) 37. Annual Board Meeting of the Corpus Christi Housing Finance Corporation Annual Board Meeting of the Corpus Christi Housing Finance Corporation This Corporation Meeting was recommended to be held. R. LEGISLATIVE UPDATE: S. ADJOURNMENT The meeting was adjourned at 3:11 p.m. Corpus Christi Page 16 Printed on 1/23/2015 a. C. C. AQUIFER STORAGE AND RECOVERY CONSERVATION DISTRICT — (Note: Section 8811.024 of the Texas Special District Local Laws Code requires the City Council to confirm the election of officers annually.) The board is recommending the confirmation of the following officers: Margie Rose as President, Gustavo Gonzalez as Vice -President and Fred Segundo as Secretary. DUTIES: To develop and protect municipal aquifer storage areas created by the City of Corpus Christi. The district may implement and develop aquifer storage and recovery proj ects. COMPOSITION: Five (5) directors appointed by the City Council to serve staggered four-year terms. If a vacancy occurs on the board, the board may appoint a director to serve the remainder of the term. The board shall annually elect officers and officers must be confirmed by the City Council. The initial directors shall draw lots to determine which three (3) directors shall serve four-year terms that expire at the end of the calendar year four years after the effective date of the Act, and which two directors shall serve two-year terms that expire at the end of the calendar year two years after the effective date of the Act. ORIGINAL MEMBERS TERMS APPTD. DATES Gustavo Gonzalez, Vice -Pres. 12-31-15 10-02-08 Tom Tagliabue 12-31-17 01-09-14 Vacant 12-31-15 Margie Rose, President 12-31-17 12-11-07 Fred Segundo, Secretary 12-31-17 12-11-07 b. CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION — One (1) vacancy with term to 12-31-17. DUTIES: To serve as an advisory board to the City Council and to investigate and recommend to the Council such projects as in its opinion would be advantageous to the future growth of the City and to assist the City in the establishment and location of industries. COMPOSITION: Seventeen (17) Directors, of which six (6) are designated by the City of Corpus Christi to represent the public sector; one of which shall be the Mayor of the City of Corpus Christi and another a Council member appointed by the Mayor. The remainder of the Board shall be comprised of not more than seven (7) Directors to represent the private sector elected by the Corporation's membership in accordance with its bylaws. Representing the public sector, two (2) shall be appointed by the Port of Corpus Christi Authority, and up to two (2) designated by any other governmental entities that each contribute at least $50,000 annually to the Corporation. The Board may also consist of such additional, non-voting, ex -officio Directors as determined by resolution. The directors shall serve not more than two, consecutive, three-year terms as provided in the Corporation' s bylaws; provided that the term of office of any director who is a public official shall coincide with his or her term of public office. MEMBERS *****Sam Beecroft (City) Art Granado (City) Jerry Dewbre (City) Willard H. Hammonds, Jr. (City) Rudy Garza (Mayor's Appt) (City) Mayor Nelda Martinez (City) Richard Borchard (Port Authority) Al Jones (Port Authority) Adam Smith (Membership) Christopher Barnett (Membership) Elizabeth Chu Richter (Membership) Gabriel Guerra (Membership) Johnna L. Jones CPA (Membership) Steve Woener (Membership), Chair Garry Bradford (Membership) Mayor David Krebs (Portland) Judge Terry Simpson (San Pat. Cnty) Judge Loyd Neal (Nueces Cnty) City Manager Ronald L. Olson Port Director John LaRue Dr. Flavius Killebrew (TAMUCC) Dr. Mark Escamilla (Del Mar) TERM 12-31-14 12-31-15 12-31-15 12-31-16 Term of Office, Voting Term of Office, Voting 12-31-16 12-31-14 12-31-16 12-31-14 12-31-15 12-31-14 12-31-15 12-31-16 12-31-14 Continuous, Voting Continuous, Voting Ex -Officio, Non-voting Ex -Officio, Non-voting Ex -Officio, Non-voting Ex -Officio, Non-voting Ex -Officio, Non-voting Legend: *Seeking reappointment *Not seeking reappointment *Resigned *Exceeded number of absences allowed by ordinance *Has met six-year service limitation ORIGINAL APPTD. DATE 12-09-08 12-15-09 01-22-13 12-14-10 11-20-12 11-20-12 INDIVIDUALS EXPRESSING INTEREST E. V. "Chip" Bonner, Jr. 5142 Cape Fear, 78412 Larry R. Elizondo, Sr. 7230 Yaupon Dr., 78414 President, Bayshore Associates LLC. Received a BS in Business with Emphasis in Finance and Accounting from Trinity University and a JD from St. Mary's University of Law. (1/8/15) Manager, Corporate Social Responsibility, Government and Public Affairs/Refining and Legislative Affairs, CITGO Petroleum Corporation. Served in the United States Marine Corps Reserves. Former President/Vice President for Corpus Christi Independent School District Board, Former City Councilman, District 5. Community Activities include: Corpus Christi Chamber of Commerce - Board of Directors, Coastal Bend Blood Center, Downtown Rotary Club, Salvation Army Campaign Fund Chairman, American Red Cross, AVANCE, Mission of Mercy, Del Mar College Foundation, Downtown Rotary Club, Westside Business Association and numerous other associations. Recipient of Westside Business Association Lifetime Achievement Award, Solomon M. Coles Spirit of Emancipation Award, Caller -Times Best of the Best Reader's Choice Awards 2014 Community Advocate of the Year and other honors. (1/21/15) John Garcia 317 Peoples St., Apt. 205, 78401 Director of Sales, Comfort Suites. Community Activities include: Corpus Christi Chamber of Commerce, Corpus Christi Hispanic Chamber, Hospitality Sales Marketing Association, Harbor Lights Festival, and Dress for Success. Formerly served on the Transportation Advisory Committee. (1/6/15) Steven R. McClure, Sr. 3461 Ocean Dr., 78411 President/CEO, Hausman Foods, LLC. Degree in Accounting from Emporia State University. Community Activities include: Corpus Christi Regional Development Commission, Southwest Meat Packers Association, National Rifle Association, National Association of Wholesalers, and Texas Restaurant Association. Bilingual. (1/15/15) Eldon Daniel McQueen 1102 Leopard St., 78401 Armando Mendez 4033 Congressional Dr., 78413 Morgan Spear 56 Camden 78412 Aerospace Engineer, Sikorsky Aircraft Company. Received a Master' s Degree in Science from Boston University. Aerospace and Technology Mentor at Del Mar College and Texas A&M Graduate Students. Community Activities include: Martial Arts Instructor, YMCA, American National, Northside Manor and Park and Recreation. (1/7/15) Resource Planner, Gate Corporation Oil & Gas. Received a Bachelors in Business Administration and Economics from Texas A&M University - Corpus Christi. Formerly served on the Landmark Commission. Community Activities: Texas Chi Sigma Phi Epsilon Alumni Association and Texas A&M University Corpus Christi Alumni Association. (1/9/15) President/Owner, Morgan Spear Associates, Inc. Received Bachelor of Architecture from University of Texas at Austin. Licensed to practice Architecture. Activities include: American Institute of Architects, C.C. Chapter of AIA, Texas Society of Architects, Church of the Good Shepherd, Alpha Tau Omega and Texas Exes. Board member of Centennial Heritage House and House Committee at Corpus Christi Country Club. Formerly Served on the Zoning Board of Adjustment. (6-05-14) c. NORTH PADRE ISLAND DEVELOPMENT CORPORATION — Six (6) vacancies with terms to 12-31-15 and 12-31-16. DUTIES: To manage the Reinvestment Zone No. Two and implement the project and financing plan. COMPOSITION: Not less than five (5) nor more than nine (9) directors, appointed by the City Council. Each initial Director shall serve a term that expires on December 31, 2002; thereafter, terms are two years. Each director must be a resident and qualified elector of the city. Each Director shall serve until a successor is appointed. Any director may be removed from office at any time, with or without cause, by the City Council of the city. MEMBERS TERM **David Loeb 12-31-15 **Kelley Allen 12-31-15 Lillian Riojas 12-31-15 Colleen McIntyre, President 12-31-15 Rudy Garza 12-31-15 *Nelda Martinez, Vice -President 12-31-14 **Priscilla Leal 12-31-14 *Mark Scott 12-31-14 *Chad Magill 12-31-14 Legend: *Term Due **Resigned d. REINVESTMENT ZONE NO. THREE BOARD - Three (3) vacancies with terms to 2-28-15 and 2-28-16 appointed by the City Council. (Historically, Council Members have been appointed to serve on this board.) Appointment of Chairman for a term of one-year beginning 1-01-15. DUTIES: The Board shall make recommendations to the City Council concerning the administration of the Zone. (The Zone area includes approximately 856 acres encompassing the city's Downtown area along the Bayfront from the SEA -Town complex at the north end, south to Morgan Avenue adjacent to the CHRISTUS Spohn Shoreline Hospital, and west to Tancahua Street.) The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the Zone and submit such plans to the City Council for its approval in accordance with Section 311.011, Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the Zone only to the extent expressly granted by the City Council by ordinance or resolution. COMPOSITION: The Board shall consist of twelve (12) members. The members shall be appointed as follows: Pursuant to Sec. 311.009(a), Tax Code, the respective governing bodies of each taxing unit other than the City that levies taxes on real property in the zone, if the taxing unit has approved the payment of all or part of the tax increment produced by the unit into the tax increment fund for the zone, may appoint one (1) member of the Board. These entities include: Del Mar College and Nueces County. Each governing body may waive its right to appoint a Director. The remaining members of the board are appointed by the City Council. The City Council shall have the right to appoint at least ten (10) members, and the board may exceed twelve (12) members if necessary for the City Council to make said ten (10) appointments. To be eligible for appointment an individual must be a qualified voter of the City; or be at least 18 years of age or older and own real property in the zone. Terms of Board members are for two years. Terms must be staggered with half of the Board members appointed every year. Officers must be appointed as provided in the Act. Each year the governing body of the municipality or county that created the zone shall appoint one member of the board to serve as Chairman for a term of one-year that begins January 1 of the following year. The board of directors may elect a Vice -Chairman to preside in the absence of the Chairman or when there is a vacancy in the office of the Chairman. The board may elect other officers as it considers appropriate. ORIGINAL MEMBERS TERM APPTD. DATE Nelda Martinez (City) 2-28-15 2-28-12 Mark Scott (City) 2-28-15 2-28-12 * David Loeb (City) 2-28-16 2-28-12 * Kelley Allen (City) 2-28-15 2-28-12 Chad Magill (City) 2-28-16 2-28-12 * Priscilla Leal (City) 2-28-15 2-28-12 Colleen McIntyre (City) 2-28-15 2-28-12 Rudy Garza (City) 2-28-15 2-28-12 Lillian Riojas (City) 2-28-16 2-28-12 Stefany Schade (DMD) 2-28-16 9-30-14 Mike Pusley (County), Vice -Chair 2-28-16 Claudia Jackson (Del Mar) 2-28-16 Legend: *Resigned e. REINVESTMENT ZONE NO. TWO BOARD - Three (3) vacancies with terms to 11- 01-15 appointed by the City Council. (Historically, Council Members have been appointed to serve on this board.) Appointment of Chairman for a term of one-year beginning 1-01-15 . DUTIES: The Board shall make recommendations to the City Council concerning the administration of the Zone. The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the Zone and submit such plans to the City Council for its approval in accordance with Section 311.011, Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the Zone only to the extent expressly granted by the City Council by ordinance or resolution. COMPOSITION: The Board shall consist of at least five and not more than fifteen (15) members. The members shall be appointed as follows: Pursuant to Sec. 311.009(a), Tax Code, the respective governing bodies of each taxing unit other than the City each may appoint one (1) member of the Board. A taxing unit may waive its right to appoint a Director. The remaining members of the board are appointed by the City Council. The City Council shall have the right to appoint up to ten (10) members, and the board shall exceed fifteen (15) members if necessary for the City Council to make said ten (10) appointments. Terms of Board members are for two years. To be eligible for appointment an individual must be a qualified voter of the City or be at least 18 years of age or older and own real property in the zone. Each year the governing body of the municipality or county that created the zone shall appoint one member of the board to serve as chairman for a term of one-year that begins on January 1 of the following year. The board of directors may elect a Vice -Chairman to preside in the absence of the Chairman or when there is a vacancy in the office of Chairman. The board may elect other officers as it considers appropriate. MEMBERS * Priscilla Leal (City) Nelda Martinez (City) Mark Scott (City) * David Loeb (City) Rudy Garza (City) * Kelley Allen (City) Chad Magill (City) Lillian Riojas (City) Colleen McIntyre (City), Chair Samuel L. Neal, Jr. (Nueces Co.) Cal Jennings (Hospital District) Steve Ellis (Flour Bluff I.S.D.) Gabriel Rivas (Del Mar) Barbara Canales (Port of C.C. Authority) Legend: *Resigned TERM 11-01-15 11-01-15 11-01-15 11-01-15 11-01-15 11-01-15 11-01-15 11-01-15 11-01-15 11-01-16 11-01-16 11-01-14 11-01-14 11-01-16 ORIGINAL APPTD. DATE 2-12-08 2-12-08 11-10-09 11-08-11 8-27-13 8-27-13 8-27-13 8-27-13 8-27-13 f. WATERSHORE AND BEACH ADVISORY COMMITTEE — Three (3) vacancies with terms to 12-11-16 representing the following categories: 1 — Scientist, i.e. Marine Biologist, 1 — Owner or Representative of a hotel or condominium located on North Padre Island or Mustang Island, and 1 — At Large member. DUTIES: To advise and make recommendations regarding use or preservation of the following areas within the city limits: the waterfront, the beaches, and the natural bodies of water including but not limited to Gulf of Mexico, bays, rivers, and creeks, excluding the Marina area as defined by Section 2-264. COMPOSITION: Nine (9) members appointed by the City Council for two-year terms. The membership shall include one (1) Scientist, i.e. Marine Biologist, one (1) Engineer, and one (1) Environmentalist; one (1) shall be an owner or representative of a hotel or condominium located on North Padre Island or Mustang Island; and one (1) shall be a member of the Corpus Christi Convention & Visitors Bureau. The Chairperson of the Watershore and Beach Advisory Committee shall act as an advisor to the Park and Recreation Advisory Committee and vice versa. In the initial appointment, members will serve an initial two-year term, in the succeeding term, 5 members will serve a two-year term, and 4 members will serve a one-year term, as determined by drawing. Thereafter, all terms will be two -years. MEMBERS *Jennifer Pollack (Scientist) Cameron Perry (Engineer) Diana C. Del Angel (Environmentalist) *Joseph N. DePalma (Hotel/Condo Owner) Paulette Kluge (CVB) Cliff Schlabach Jay Gardner Robert Kent **Cody Bates TERM 12-11-14 12-11-15 12-11-15 12-11-14 12-11-15 12-11-15 12-11-15 12-11-16 12-11-14 Legend: *Seeking reappointment **Not seeking reappointment ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation ORIGINAL APPTD. DATE 07-19-11 12-14-10 06-12-12 02-11-14 02-11-14 02-11-14 03-29-11 09-30-14 12-14-10 ATTENDANCE RECORD OF MEMBERS SEEKING REAPPOINTMENT NO. OF MTGS. NAME THIS TERM Jennifer Pollack (Scientist) 7 Joseph N. DePalma (Hotel/Condo) 6 NO. PRESENT 6 6 OF ATTENDANCE LAST TERM YEAR 86% 100% OTHER INDIVIDUALS EXPRESSING INTEREST Carrie Robertson Meyer Kevin Karroll Nelson 406 E. Longview St., 78408 Photographer/Owner, Third Coast Photo. Received a Bachelor's Degree in Communication from The University of Texas at Austin. Environmentalist. Activities include: North Beach Community Association. (At Large) (11/26/14) Post -Doctoral Research Associate, Texas A&M University -Corpus Christi. Received a PhD in Coastal and Marine System Science and an M.S. in Computer Science. Currently conducting water/marine studies in Corpus Christi Bay and Nueces River Delta. (Scientist/Marine Biologist) (At Large) (7/29/13) AGENDA MEMORANDUM Future Item City Council Meeting of 1/20/2014 Action Item for the City Council Meeting of 1/27/2014 DATE: TO: FROM: December 12, 2014 Ronald L. Olson, City Manager Kimberly Jozwiak Kim berlyJ @cctexas. com (361)826-2515 Lease Extension Amendment for 615 Leopard, Suite 113A City Detention Center CAPTION: Motion to authorize City Manager, or designee, to execute a Lease Expansion Amendment which applies to the original Lease Agreement dated April 13, 2004, between Landlord, Wilson Plaza Associates LP., and Tenant, The City of Corpus Christi for suite number 113-A, located at 615 Leopard Street. PURPOSE: The Municipal Court Administration currently utilizes the leased suite for the operation of the City Detention and Magistration Center. It is necessary to increase the suite by approximately 793 additional net rentable square feet, which shall be added to the approximately 4,710 net rentable square feet, for a total of 5,503 net rentable square feet. The expanded area allows for the creation of a safety vestibule for the Police Department, which Council approved last year. The current monthly lease payment is $6,175.49 for approximately 4,710 rentable square feet. The monthly lease payment will increase to $7,006.85 for a total of 5,503 net rentable square feet. This is an annual total sum of $91,089.05, payable in monthly installments, in advance. BACKGROUND AND FINDINGS: In April, 2004, City Council approved a 7 year lease agreement for the City Detention and Magistration Center at the Wilson Plaza Building. Said lease agreement commenced on September 1, 2004, and ended August 31, 2011. In November, 2011, City Council approved a 2 -year lease agreement extension for the City Detention and Magistration Center. Said lease agreement extension commenced on December 1, 2011, and expires on November 30, 2015, at which time both the existing lease agreement and this lease expansion addendum may be incorporated as one. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: 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 Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 91,089.05 91,089.05 Encumbered / Expended Amount 91,089.05 91,089.05 This item BALANCE -0- -0- Fund(s): Comments: RECOMMENDATION: Staff recommends the City Council approve the proposed motion. LIST OF SUPPORTING DOCUMENTS: Lease Expansion Amendment with attachments TEASE EXPANSION AMENDMENT I. This Lease Expansion Amendment applies to the Lease Agreement dated April 13, 2004 between Landlord, Wilson Plaza Associates L.P., and Tenant, The City of Cornus Christi. Landlord leases to Tenant and Tenant leases from ` Landlord, upon the terms and conditions herein and those set forth in the previous Lease agreement's dated November 15, 201.3 and December 1. 2011, unless otherwise agreed herein, the demised premises described below. A copy of the original April 13, 24)04 lease agreement is available in the manager's office: Wilson Plaza Associates, LP, 606 N Carancahua, #900, Corpus Christi, TX 78401-0669. 1. The above referenced lease is for the demised premises located at 615 Leopard, Suite 113A, Corpus Christi, Texas, and should be amended on page 1 to read as follows: 2. Demised Premises: Approximately 793 additional net rentable square feet shall be added to the approximately 4,710, net rentable square feet for a total of 5.503 net rentable square feet. 3. Lease Term. Commencing on November 1, 2014 and ending Novem r 30, 2015. 4. Basic Rental: A total sum of $91,039.05 (Ninety One Thousand Eighty Nine. and 05/100 Dollars) payable...in monthly installments of $7,006.85 in advance, during the lease term. II. LEASE EXPANSION AMENDMENT: All construction shall be as shown on Exhibits "B-2" Construction Plan. Tenant shall pay in one lump .sum the cost for construction as approved on Exhibits "C-1" and "C-2" Approved Tenant Improvements. Landlord: Wilson Plaza ciates, LP Tenant: The City of Corpus Christi Herman A Parker Date: / lei 1000 0/0/1 Exhibits: "A" Legal Description "B" Floor Plan "B-1" Expansion Floor Plan "B-2" Construction Plan "C-1" Tenant Approved Plan "C-2" Approved Tenant improvements Date: • - • - A7TAC1MENT UA t,EGALDE8gR/FT101,1 • Meted In the County of Mimes' ;'Stete ofTwois, to -wit TRACT: Lot No. One (1), Two (2), Three (3),, Four (4), Five (5) and Six. (6) jn Nixon RePlatofthe 4913 No, FiVe (5), SIX (6), Seven-17),-atid _eight 114). BlOok Three:(3), BLUFF PORTION of the City of Corpus Mist NW= Comfy, Texas, stiiogniktglo tha:rnap-or plat thereof. recorded on Vokine 4, Page 18, Map Rartords,Nueces-Courtly, Texas. . • , ' TRACT It Ws (2), in BlOck Three t3} Febi_(4),.Nine.(9), Ten (10), Eleven (11) and Tweihre (12);iii Blot* Three (3), of the BLUFF PORTION of the Cfty of _Corptis Christi. Texas, as shown by the map or platthereof,; recorded in Veltane:A, Page3, Map Racoici,s, Noeces County, Texas. . -.TRACT III: Being a part pflhe BLUFF PORTION af the Citsr af Corpus Christi, Texas. as shownonthe map or plat of-ealircity, recorded in \Milos A Page 3. Map Records, Nuaces County. Texas and being more particularly disscribedloiMetes and bor.endatis follows: BEGINNNQ at,a drip hole, in a otinfreter retaining Wall, in the east boundary line, of North Coranoah* 'Street; The Southwest .ctimer of Blot* 3, BLUFF- PORTION a the City of Corpus Christi, Tex*bnd soUthweitipoirter of the R. MAtiberg Tract, for the nOrtliweit comer of this survey; Thence South 88 degrees 31t0ir East with the south boundary line of Said Black 3, and north boundary line of Weld Kleberg Track and with the.general course of on old board fence, 301.78 feet to a one inch iron pitiiirri the watt WOW:my line of North Broadway. the Southeast comer afraid Block 3, the northeast comer of said klebat Tract, .for_The Northeast coiner title stirrer THENCE -South 1 degree 00West with the saki West boundary of North Broadway, and east hatingelY line 0? sakfkleberg Tract, 50 feetto a iste Inch iron pipe for the Southeast comer ofthis Survey; THENCE North 138 degrees 31120" West parallel with said south boundary line of Block 3. and:north _ boundary line (*said Kleberg Tract, 301.84 feat to a drill hole in a concrete retakihrg wail in saki oast boundary line .of North Carenotihuo Stnset, and Welk boundary line of said Klebere Tract, for the - southwest-cameztthissuntey;-_____ TI-IENCE North 1 degree 0520° East isirith said east boundary line a North Carancehue Street and wt boundary line of Said *thong Tract, 50 feat to the PLACE OF BEGINNING and being the same hind as desclibed a dett2in deed dated MaY 5. 1930, from R. M. HL=terg, and wife. Mania S. Kieberg to - D. K. Martin. Tnistee1 Which is recorded in Volume 1Q4 page 138430. Deed Records, Nueces County, Texas. • EXHIBIT "B" FLOOR PLAN ,yeLySTR❑❑M RESIRDOM EYE SH ARVA SEE BENCH INSET 0 n EXHIBIT .7B-1" EXPfOtikPLAN 0 EXHIBIT "B-2" CONSTRUCTION PLAN - -- n ;; FINISH C©NSTRUCTIQN. AS PER BUILDING STANDARD w:-_ E-1/NS A-17iL RESTROOM, •4NSTALL E WASH AR NAG BOOR) BENCN INSET ET CH 1PE 4 - 1 EXHIBIT "C-1" TENANT APPROVED: PLAN f:IJC 4: €CRIME IA_LS 4 X14 RESTORE BOOKING AREA. TENANT 1iAPROViEME is Cliy Catenljvn Canty SUITE -4113 JOB DESC EflON cost KILL AREA; INS ALL EYEWASH, IN,2ND•RESTRO • . IN THE DEMO EXISTING WALLS S CEILING. cONSTRUCT ASPER DRAWING REPAIR E TING'WALLS, MUD,SANIM PAINT CEILING/4013,8k CEMENT WORK 2 METAL -BENCHES WITH IPPE'INSTAI..LED AND ANCHORED TO, THSFLOOR REMOVE EXISTING EQUIPMENT IMF TS. OUTLETS, CONDUIT' — ETc:FDR DEMO QF WALLS RELOCATE b AD EW LIGHTS, OUTLETS, CONDUIT ETC. IN NEW WALLS. oireer4-0/ S1.4 Accepted B Maori Pk= Ausacii , L.P., 0013N LABOR AND MATERIAL 4E I5.t1O. TOTAL . $40,951 00 Dais , 70040142669, 1.084.81itao0,111 Icam AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: TO: Ronald L. Olson, City Manager January 27, 2015 FROM: Gabriel Maldonado, Interim Procurement Manager gabrielm@cctexas.com (361) 826-3169 Stacie Talbert, Interim Director of Parks and Recreation staciet@cctexas.com (361) 826-3464 Service Agreement for Rental of Motor Grader and Wheel Loaders CAPTION: Motion approving a service agreement with Doggett Heavy Machinery Services, Corpus Christi, Texas for the rental of one (1) motor grader and three (3) wheel loaders in accordance with Bid Invitation No. BI -0197-14, based on only bid for a total expenditure of $560,709.00, of which $166,136.00 is required for the remainder of FY 2014-2015 The term of the agreement shall be for twenty-seven (27) months. Funds have been budgeted by the Parks and Recreation Department in FY 2014-2015. PURPOSE: The equipment will be used by the Beach Operations Division of the Parks and Recreation Department to maintain the beach and beach roadways. BACKGROUND AND FINDINGS: The equipment will be used for nine (9) months out of the year, from February through October, for three (3) consecutive years and will be returned to the vendor each year for the three (3) months that it is not being used. The City will not be charged for those three (3) months. ALTERNATIVES: The decision to rent equipment in lieu of purchasing it was made due to the harsh conditions at the beach. The service agreement provides for full maintenance that will keep the units operational throughout the term of the agreement. 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: Parks and Recreation Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fund(s): General Fund Comments: The $166,136.00 financial impact shown above represents eight (8) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $394,573.00 for the last nineteen (19) months of the contract 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: Bid Tabulation Project to Date Fiscal Year: 2014- Expenditures Current 2015 (CIP only) Year Future Years TOTALS Line Item Budget $240,000.00 $394,573.00 $634,573.00 Encumbered / Expended Amount $19,456.90 $0 $19,456.90 This item $166,136.00 $394,573.00 $560,709.00 BALANCE $54,407.10 $0 $54,407.10 Fund(s): General Fund Comments: The $166,136.00 financial impact shown above represents eight (8) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $394,573.00 for the last nineteen (19) months of the contract 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: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM 1 2 DESCRIPTION BID TABULATION BID INVITATION NO. BI -0197-14 MOTOR GRADER & WHEEL LOADERS Rental of 1 motor grader with maintenance agreement per Specification No. 1089. Rental of 3 wheel loaders with maintenance agreement per Specification No. 1080. Total: Doggett Heavy Machinery Services Corpus Christi, Texas UNIT EXTENDED QTY UNIT PRICE PRICE 27 Month $8,500 $229,500 27 Month $12,267 $331,209 $560,709 RENTAL OF MOTOR GRADER AND WHEEL LOADERS SERVICE AGREEMENT Service Agreement No. THIS Rental of Motor Grader and Wheel Loaders Service Agreement (this "Agreement") is entered into by and between Doggett Heavy Machinery Services (the "Contractor") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City"), by and through its duly authorized City Manager or designee ("City Manager'), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Rental of Motor Grader and Wheel Loaders in response to Bid Invitation No. BI -0197-14 (which includes Specifications 1080 and 1089 dated 6/12/14) which is incorporated and attached as Exhibit A; WHEREAS the City has determined Contractor to be the lowest responsible bidder; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Rental of Motor Grader and Wheel Loaders in accordance with Bid Invitation No. BI -0197-14 (which includes Specifications 1080 and 1089 dated 6/12/14) (Exhibit A). 2. Term. This Agreement is for three (3) consecutive nine-month terms of February 1, 2015 through October 31, 2015, February 1, 2016 through October 31, 2016, and February 1, 2017 through October 31, 2017 for a total of twenty-seven (27) months. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Beach & Special Events Superintendent. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. N/A 6. Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on September 30th), is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or Bid Invitation No. BI -0197-14 (which includes Specifications 1080 and 1089 dated 6/12/14), or the Contractor's bid offer to Bid Invitation No. BI -0197-14 (Exhibit B) waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Beach & Special Events Superintendent. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Bid Invitation No. BI -0197-14 (which includes Specifications 1080 and 1089 dated 6/12/14). The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty-four (24) hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand -delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Beach & Special Events Superintendent P.O. Box 9277 Corpus Christi, Texas 78469-9277 IF TO CONTRACTOR: Contractor Contact Address: City, State, Doggett Heavy Machinery Services Drew Schuelke 134 N. Padre Island Dr. Corpus Christi 17. Month -to -Month Extension. N/A TX 78406 18. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL THIRD PARTY LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE WHATSOVER, INCLUDING ALL LIABILITY FOR DAMAGES ON ACCOUNT OF OR BY REASON OF BODILY INJURY, INCLUDING DEATH, NOT LIMITED TO THE EMPLOYEES OF CONTRACTOR, THE CITY, AND OF ANY SUBCONTRACTOR OR CONTRACTOR, AND FROM AND AGAINST ANY AND ALL DAMAGES TO PROPERTY, INCLUDING PROPERTY OF THE CITY OF CORPUS CHRISTI AND OF THIRD PARTIES, TO THE EXTENT DIRECTLY CAUSED BY AN ACT OF OMISSION OF CONTRACTOR OR ITS AGENTS, EMPLOYEES, VENDORS, OR SUBCONTRACTORS, OF THEIR EMPLOYEES OR AGENTS IN CONNECTION WITH THE PERFORMANCE OF THE CONTRACT, WHETHER OR NOT INSURED AGAINST, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. 20. Contractor's Rental Agreement. Notwithstanding the foregoing, the terms and conditions included in Contractor's standard rental agreement shall additionally apply to the equipment being rented by the City of Corpus Christi which is referenced in this Agreement, and in the event of any conflict between this Agreement and Contractor's standard terms and conditions, Contractors standard terms and conditions shall prevail. SIGNED this ) day of A % , 20 1 . Contractor Doggett Heavy Machinery Services CITY OF CORPUS CHRISTI ("CITY") Christela Morales Date Procurement Manager Incorporated by Reference: Exhibit A: Bid Invitation No. BI -0197-14, including Specifications 1080 and 1089 (Available upon request) Exhibit B: Bidder's Bid (Available upon request) AGENDA MEMORANDUM Future Item for the City Council Meeting of January 20, 2015 Action Item for the City Council Meeting of January 27, 2015 DATE: January 20, 2015 TO: Ronald L. Olson, City Manager FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Appointing Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation CAPTION: Motion appointing Council Members Nelda Martinez, Chad Magill, Lillian Riojas, Mark Scott, Carolyn Vaughn, Brian Rosas, Lucy Rubio, Colleen McIntyre and Rudy Garza, Jr. as Board Members of the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. PURPOSE: The City has three corporations for which the City Council serves as the Board of Directors. These corporations are the Corpus Christi Community Improvement Corporations (CCCIC), the Corpus Christi Housing Finance Corporation (CCHFC), and the Corpus Christi Industrial Development Corporation (CCIDC). Of these three corporations, the Corpus Christi Community Improvement Corporation is incorporated under the Texas Nonprofit Corporations Act and, therefore, appoints its own membership, as opposed to the other two to which the City Council makes the appointments. BACKGROUND AND FINDINGS: Not Applicable. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not Applicable. CONFORMITY TO CITY POLICY: Not Applicable. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Housing & Community Development Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Not Applicable RECOMMENDATION: Staff is recommending approval of the Motion as presented. LIST OF SUPPORTING DOCUMENTS: None. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of January 20, 2015 Second Reading Ordinance for the City Council Meeting of January 27, 2015 DATE: TO: December 22, 2014 Ronald L. Olson, City Manager FROM: Stacie Talbert Anaya, Interim Director StacieT©cctexas.com 361-826-3494 FY15 Elderly Nutrition Program (ENP) Grant Award CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $631,131 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation grants fund for the FY 2015 Senior Community Services, Elderly Nutrition Program. PURPOSE: Appropriate grant funds for the FY15 Elderly Nutrition Program. BACKGROUND AND FINDINGS: The Elderly Nutrition Program (ENP) is made available through the Area Agency on Aging of the Coastal Bend and through this appropriation provides funding for the continuation of the Senior Community Services, Elderly Nutrition Program based on FY 2015 Planning Amounts as authorized by the Coastal Bend Council of Governments. The fund authorization period is effective October 1, 2014 through September 30, 2015. Total planning funding amounts for the Elderly Nutrition Program (ENP) Grant FY '15 is $631,131. This grant requires a minimum of 10% City matching funds which is met through funds budgeted in General Fund 1020, Senior Center Operations. Locally, these projects include the Elderly Nutrition Program (Congregate and Home Delivered Meals), Title XX Meals on Wheels and Benefits Counseling. The Benefits Counseling service is a component of the Health Information Counseling & Advocacy Program of Texas (HICAP). The Elderly Nutrition Program coordinates the congregate and home delivered meals operations to provide a fully prepared, well-balanced noon meal to senior center members and homebound and/or disabled persons throughout the City. The meals are prepared at the Nutrition Education and Service Center located on the Del Mar College West Campus. We project to serve 83,052 congregate meals; 79,269 home delivered meals; 46,291 Title XX Meals on Wheels; 14,278 Managed Care meals; 2100 Sponsored Meals for a total of 224,990 meals and 355 hours of Benefits Counseling service units during fiscal year October 2014 through September 2015. ALTERNATIVES: Eliminate the Elderly Nutrition Program services. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must authorize the City Manager to execute a contract or agreement to receive and appropriate grant funds on an annual basis for the continuation of the Elderly Nutrition Program. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: This grant requires a minimum of 10% City matching funds, which were appropriated as part of the FY14 City budget General Fund. X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2013- 2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 0 Encumbered / Expended Amount 0 0 This item $ 631,131 $ 631,131 BALANCE $ 631,131 $631,131 FUND(S): The revenue from this reimbursement program is budgeted in the Parks & Recreation Grant Fund 1067; Project/Grant 810815. Comments: N/A RECOMMENDATION: Staff recommends that City Council accept the FY15 Grant Award. LIST OF SUPPORTING DOCUMENTS: Ordinance Attachment - Notification of FY15 Grant Planning Amount Memorandum Notification of FY 15 Number 1 Area Agency on Aging of the Coastal Bend, Fiscal Year 2015 Contracting Plan Summary Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $631,131 grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation grants fund for the FY 2015 Senior Community Services, Elderly Nutrition Program. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a $631,131 final grant from the Area Agency on Aging of the Coastal Bend in the No. 1067 Parks and Recreation Grants Fund for the FY 2015 Senior Community Services — Elderly Nutrition Program. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor COASTAL BEND Aging & Disability resource Center /Area Agency on Aging WIPE COMM BND COASTAL BEND COUNCIL OF GOVERNMENTS October 20, 2014 Ms. Elsa Munoz, Superintendent City of Corpus Christi - Parks & Recreation Dept. Post Office Box 9277 Corpus Christi, Texas 78469 Re: NFA (Notification of Funds Available) for FY2015 Dear Ms. Munoz: Enclosed is your first allocation for FY2015. These funds are provided under the Title 111 of the Older Americans Act of 1965, as amended. We have received all updated documents for FY2015, including FY2015 budget work papers, debarment certification, audit certification form, current insurance, current health inspection and updated emergency plans - all necessary documentation to maintain continuance of the current contract. Also enclosed is a copy of CBCOG Resolution 2931, authorizing Mr. Buckner to execute FY2015 Contract Amendments indicating a planning amount for each service area. The planning amounts will be adjusted to actual as soon as the Texas Department on Aging and Disability Services awards full FY2015 funding. If you have any questions about the enclosure, please call the office or send your inquiry by email. S incerely, onfiti Betty Ldmb, Director Area Agency on Aging enclosure s.Wan AndkdAOiWMM1FNFY1STIFJN LtrZafCC 1040-14 cc: Aldilia Saldivar Finance - Federal Grants LOCATION: 2910 LEOPARD STREET; CORPUS CHIRSTI, TEXAS 78408 MAILING: POST OFFICE BOX 9909: CORPUS CHIRSTI, TEXAS 78469 www.aaacoastalbend.org PHONE: (361) 883-3935 TOLL FREE: 1-800-817-5743 FAX: (361) 883-5749 The Area Agency on Aging is funded in part by the Texas Department of Aging and Disability Services NOTIFICATION OF FUNDS AVAILABLE AREA AGENCY ON AGING OF THE COASTAL BEND POST OFFICE BOX 9909 CORPUS CHRISTI, TEXAS 78469 SUBCONTRACTOR: Date: October 20, 2014 Ms. Elsa Munoz, Superintendent City of Corpus Christi Parks & Recreation Department Post Office Box 9277 Corpus Christi, Texas 78469 CONTRACT PERIOD: 10/01/2014 - 09/30/2015 CONTRACT NUMBER: AA3-1148.4 AWARD ISSUANCE NUMBER: 1 This Notification of Funds Available is issued as an addendum to your contract with the Coastal Bend Council of Governments — Area Agency on Aging / Coastal Bend Aging and Disability Resource Center for the period October 1, 2014 through September 30, 2015. The funds awarded under this addendum are for the above period in the amount(s) shown below. It is understood and agreed by the Subcontractor that any payment thereunder, shall be for services provided in accordance with all requirements set forth in the referenced contract. The Subcontractor certifies upon request for any funds awarded under this addendum that the Subcontractor is not debarred, proposed for debarment, suspended, ineligible, or voluntarily excluded from participation in this contract by any federal department or agency or by the State of Texas. IFINEMNIF PROGRAM FY14 FY14 FY14 FY14 Prior Contract Title III Award NSIP Award Cumulative Award this Action (1) Award CONGREGATE MEALS III-C1ISGR/NSIP $ -0- $ 27, 780.00 HOME DELIVERED MEALS III C2ISGRINSIP $ 0 $ 30,725.00 SUPPORTIVE SERVICES III -B $ 0 $ 0 $ 27,780.00 $ -0- $ 30,725.00 $ 3,655.00 $ -0- TOTAL AWARD $ -o $ 62,160.00 $ -0- $ 3,655.00 $ 62,160.00 / (1) This award represents initial funding for FY15 that has been allocated to your agency through October 22, 2014. John P. Buckner, Executive Director Coastal Bend Council of Governments 6 AgmanAuipcc/AAArr.naarrFriamFA/C.ICC NFAi 16 26 u cc. Aldilia Saldivar Finance - Federal Grants R:1 (ATTACHMENT B-3) COASTAL BEND COUNCIL OF GOVERNMENTS RESOLUTION NO. 2931 A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE FISCAL YEAR 2015 AMENDMENTS TO CURRENT CONTRACTS AND VENDOR AGREEMENTS WITH LOCAL SERVICE PROVIDERS FOR THE PROJECT PERIOD OCTOBER 1, 2014 THROUGH SEPTEMBER 30, 2015 SUPPORTING OLDER AMERICAN'S ACT NUTRITION PROGRAMS IN THE PLANNING AMOUNT OF S1,649,860. WHEREAS, the Fiscal Year 2015 planning budget for region -wide nutrition programs was based on actual Fiscal Year 2014 funding support for each service area less carryover from Fiscal Year 2013 from Title III Older Americans Act Funds, State General Revenue and Nutrition Services Incentive Program (NSIP) funds; and WHEREAS, service providers' 2015 budget work papers and unit rate calculation forms for Fiscal Year 2015 were received and reviewed (based on FY2014 funding less any carryover from FY2013) including the updated 2015 performance objectives, budgets and unit rates relating to nutrition and supportive services for persons sixty years of age and over in the eleven county Coastal Bend Region; and WHEREAS, when actual funding awards for Fiscal Year 2015 are received from the Texas Department of Aging and Disability Services, contracts and annual spending benchmarks for vendors will be adjusted accordingly; and WHEREAS, on September 8, 2014 the Advisory Council on Aging reviewed the proposed contracting plan totaling $1,649,860 and recommended executing Fiscal Year 2015 amendments to current contracts and vendor agreements which continue to reflect different payment methodologies such as unit rate or cost reimbursement for contracts and/or vendor agreements, and supporting various unit rates for providers for Fiscal Year 2015 as indicated in the attached Fiscal Year 2015 Contracting Plan Summary NOW, THEREFORE, BE IT RESOLVED, that the Coastal Bend Council of Governments concurs in the recommendation of its Advisory Council on Aging that authorizes its Executive Director to finalize negotiations and execute Fiscal Year 2015 amendments to current contracts and vendor agreements with local service providers for the project period October 1, 2014 through September 30, 2015 for the use of Title III Older Americans Act, State General Revenue and Nutrition Services Incentive Program funds in the planning amount of $1,649,860. Duly adopted at a meeting of the Coastal Bend Council of Governments this 26th day of September 2014. ATTEST: RRY S I 1' ON, CHAIRMAN Area Agency on Aging of the Coastal Bend Fiscal Year 2015 Contracting Plan Summary (1) Based on Title III, SGR, and NSIP Planning Allocations (2) (3) 9/812014 Provider Service Area FY2015 PLANNING FUNDS FY2015 DADS -111 FUNDED SERVICES, UNIT RATES & PERSONS SERVED CONTRACT I METHODOLOGY Title IIIISGR NSIP Ping Total DADS Ping Budget Budget Ping Amt (21(3) (2) (3) (2X3) DADS FY15 Est'd Persons Total DADS Monthly Reimbursement Served Units Funded Benchmark Unit Rate (DADS Funded) Units for DADS Units Contract Type Aransas Co. Council on Aging Aransas Co. Congregate Meals 5 12,680 $ 7,181 5 19,861 9,560 3,272 273 $ 6 07 90 Vendor -Unit Rate Home Delivered Meals 54,426 16,872 71,298 23,447 14,404 1,200 4.95 57 Vendor -Unit Rate _ Total 67,106 24,053 91,159 NIA N/A NIA City of Corpus Christi Congregate Meals City of Corpus Christi 235,807 66,512 302,319 83,052 40,689 3,391 7 43 1,247 Contract -Unit Rate Home Delivered Meals 261,530 52,661 314,191 79,269 63,473 5,289 4.95 483 Contract -Unit Rate Benefits Counseling 14,621 0 14,621 355 325 27 _ 44.99 162 Contract -Unit Rale Total 511,958 119,173 631,131 NIA NIA NIA N/A Community Action Agency on South Texas (2) _ Congregate Meals Jim Wells, Brooks & 194,089 $ 40,920 235,009 64,250 47,096 3,925 4 99 438 Contract -Unit Rate Home Delivered Meals San Patncio & Bee 142,394 $ 29,732 172,126 39,250 34,773 2,898 4.95 257 Contract -Unit Rate Transportation Counties 52,741 0 52,741 10,000 9,000 750 5.86 107 Contract -Unit R Total 389,224 70,652 459,876 NIA NIA NIA Duval County Congregate Meals Duval County 29,306 24942 54,248 40,452 14,662 1,222 3.70 pending 222 Vendor -Unit Rate Home Delivered Meals 35,049 16355 51,404 23,166 8,878 740 5 79 pending 75 Vendor -Unit Rate Total 64,355 41,297 105,652 NIA NIA NIA NIA kleberg County Congregate Meals Kleberg & Kenedy Co. 46,781 19159 65,940 23,970 13,853 1,154 4.76 130 Vendor -Unit Rate Home Delivered Meals 35,966 19781 55,747 26,732 11,262 939 4 95 105 Vendor -Unit Rate Total 82,747 38,940 121,687 NIA NIA N/A NIA AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of January 20, 2015 Public Hearing/Second Reading Ordinance for the City Council Meeting of January 27, 2015 DATE: January 14, 2015 TO: Ronald L. Olson, City Manager THROUGH: Wes Pierson, Assistant City Manager (361) 826-3082 wesp@cctexas.com First Reading Ordinance Designating Cheniere Reinvestment Zone CAPTION: Approving an ordinance designating the Cheniere Reinvestment Zone within the City limits under the Property Redevelopment and Tax Abatement Act (the "Act"), (Chapter 312 of the Texas Tax Code) PURPOSE: To designate the Cheniere reinvestment Zone, within the City of Corpus Christi, Texas and within the extra territorial jurisdiction, under the Act, thus allowing projects in that area to be eligible for certain economic incentives by other taxing entities. BACKGROUND AND FINDINGS: Cheniere plans to construct a natural gas liquefaction facility in three phases, or "trains", which will be constructed on land located within City limits and within City's extraterritorial jurisdiction. The first train of the Facility will be constructed at a cost of at least One Billion Five Hundred Million Dollars ($1,500,000,000) and employ at least ninety (90) full-time employees; (ii) the second train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees; and (iii) the third train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees. This ordinance will allow projects on that site to be eligible for certain economic development incentives from taxing entities. The Cheniere project will be on the La Quinta site but also extend from the water's edge into Corpus Christi Bay. Since these docks will extend into the city limits of Corpus Christi. The City of Corpus Christi needs to establish a reinvestment zone. A city may establish reinvestment zones within its city limits. A reinvestment zone will be in effect for five years unless it is renewed by the City. Any agreements based on a reinvestment zone can extend beyond the five years. ALTERNATIVES: The City must create the reinvestment zone to grant a tax abatement and to allow other taxing entities to decide whether to grant a tax abatement. OTHER CONSIDERATIONS: This reinvestment zone should spur development at the La Quinta site, helping the Port, the Counties, and the City through increased tax revenues and job creation. CONFORMITY TO CITY POLICY: Defining and establishing the Reinvestment Zone is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends the Council designate the Cheniere Reinvestment Zone. LIST OF SUPPORTING DOCUMENTS: Ordinance Attachment A — Metes and Bounds Ordinance Designating the Cheniere Reinvestment Zone within the City limits under the Property Redevelopment and Tax Abatement Act ("the Act"), (Chapter 312 of the Texas Tax Code) Whereas, the Texas Property Redevelopment and Tax Abatement Act ("the Act"), Texas Tax Code Chapter 312 as amended authorizes the City Council of the City of Corpus Christi to designate a zone within the City limits and/or within the City's extra territorial jurisdiction for property tax abatement under the Act; and Whereas, it is the policy of the City to encourage the redevelopment of areas wherein the creation and retention of new jobs and investment will benefit the area economy provide needed economic opportunities strengthen the real estate market and generate tax revenues to support local services; and Whereas, Cheniere has requested that the City designate as a reinvestment zone the site within the City limits on which Cheniere plans to make an investment to construct improvements the Cheniere site which site is more particularly described on Exhibit A attached hereto; and Whereas, the Cheniere site meets the criteria for a reinvestment zone as stated in Section 312.201 of the Act; and Whereas on January 20, 2015 notice of a public hearing on the designation of the Cheniere Reinvestment Zone was published in a newspaper of general circulation in the City of Corpus Christi and on January 20, 2015 notice was given by US Mail requested to the presiding officer of the governing body of each taxing unit including property in the proposed Zone in accordance with the Act; and Whereas the City Council of the City of Corpus Christi conducted a public hearing on January 27, 2015 at which all interested persons were entitled to speak and present evidence for or against the designation of the Zone for temporary property tax abatement. Now therefore be it resolved and ordained by the City Council of the City of Corpus Christi Texas SECTION 1. Creation of Zone. The City of Corpus Christi finds and determines that the Cheniere site within the City limits meets the criteria to be designated as a reinvestment zone stated in Section 312.201 of the Act and is reasonably likely as a result of the designation to contribute to the expansion of primary employment and will attract major investment in the Zone that would be a benefit to the property and would contribute to the economic development of the City and that this area should be designated as the Cheniere Reinvestment Zone. The location and boundaries of the ORDINANCE CHENIERE REINVESTMENT ZONE 01 27 14 Zone are more particularly described on Exhibit A attached hereto and incorporated by reference herein. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Martinez City Secretary Mayor APPROVED: day of , 2015. Corpus Christi, Texas That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill ORDINANCE CHENIERE REINVESTMENT ZONE 01 27 14 That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor ORDINANCE CHENIERE REINVESTMENT ZONE 01 27 14 EXHIBIT A CHENIERE SITE ORDINANCE CHENIERE REINVESTMENT ZONE 01 27 14 182428 METES AND BOUNDS DESCRIPTION OF A 52.25 ACRE TRACT Being 52.25 acres of land, out of a 212.20 acre tract of land as described in Document No. 490819, Official Public Records of San Patricia County, Texas, aise being out of a 328.9 acre tract, referred to as "Tract 1, Parcel2A", described In Document No. 2001000017, Official Public Records of Nueces County, Texas, and a 832.0 acre tract referred to as "Reynolds/Alcoa Retained Tract 1" in Document No. 2001000017, Official Public Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows: Commencing at a found 5/8 inch iron rod, being the southeast corner of a 1252 acre tract.referred to as "Reynolds/Alcoa Retained Tract 3" fn DocunientNo.20010b0017, Official Public.Records.of Nueces County, Texas, said comer having a State Plane Grid Coordinate Of N17,21.1,109.14`, E;.1,383,532.78', NAD' 83, Texas South Zone, and said comer also being an inside comer of said 212;20 acre tract as shown in MEI Govind drawing no. 0309-501-004 and drawing no.0309-501-005; Thence along the northeasterly boundary of sald 21220 acre tract, S 17-32.44 E;250;80 feet .to the Point of Beginning and northeast comer of this herein described tract, said; comer having a State Plane Grid Coordinate of N 17,210,870.02', E, 1,383,608.38', NAD' 83, Texas South Zone,,and being on the Mean Higher High Water Une of Corpus Christi Bay; Thence 517-32-44 E, 46.08 feet, to an interior corner of this herein described tract, same behig an interior corner of said 212.20 acre tract Thence 5 01-10-32 E, 767.00 feet, to a point on the on the south line.nf a-31.82 acre tract, referred to as "Tract 1, Parcel 5" as recorded in Document No. 200100007.7, Official public Records of Nueces County, Texas, said point being the Port of Corpus Christi Authority North Bulkhead Line, also being the southeast corner of said 21220 acre tract, same beingthe southeast corner of this herein described tract; Thence along the south boundary of this herein described tract, the south boundary of said 212.20 acre tract, the North Bulkhead Une, N 77-30-59 W, 8569.00 feet, to the southwest corner of this herein described tract, same being the -southwest corner of sald 212.20 acre tract" Thence leaving said North Bulkhead Line, N07-00-29 W, 244.22 feet, to an interior corner of this herein described tract, said corner being on the west boundary line of said 21220 acre tract, and also being on said Mean Higher High Water Une (MHHW); Thence along said Mean Higher High Water line as follows: N 87-07-14 E, 13.56 feet; S 32-02-58 E, 21.05 feet; N 68-07-0$ E, 19.87 feet; S 61-24-17 E, 14.94feet; N 45-48-36 E,13.55 feet; N 25-00-56 W, 72.49 feet Thence 5 85-4321 W, 4223 feet, to an interior corner of this herein described tract, said comer being on the westboundary line of said 212.20 acre tract Thence along the west boundary of said 212.20 acre tract, N 07-00-29 W, 30.33 feet, to the northwest corner of this herein described tract, and being on saki Mean Higher High Water Line; Thence with said Mean Nigher High Waterline (MHHW) as follows: N 84-40-25 E, 16.36 feet; S 84-44-31 E, 50.13 feet; 503-16-16 E; 36.14 feet; S 72-16-10 E, 17.07 feet; N 53-23-13 E,27.28 feet; S 87-50-01E, 30.47 feet; N 82-2156 E,49.49 feet; N 87-19-40 E, 40.23 fee S 62-13-54 E, 24.71 feet; 331-48-7.9 E, 30.33 feet 662 182428 N 37-21-50 W, 9.14 feet; N 48-34-53 E, 60.83 feet; N 88-0421 E, 61.52 feet; S 62-33-10 E, 49.74 feet; S 85-11-41 E, 51.68 feet N 79-36-23 E, 36.81 feet; N 65-12-45 E, 35.50 feet; 5 79-22-43 E, 56.99 fleet; 556-38-50 E, 58.76 feet 5 48-44-43 E, 111.54 feet; 5 52-35-41 E, 46.53 feet 5 85-06-59 E, 40.01 feet; 5 60-20-57 E, 12.72 feet; 5 35-27-18 E, 37.43 feet; 5 60-04-28 E, 39.02 feet; 5 84-37-50 E, 20.21 feet; N 59-26-24 E, 36.04 feet N 45-55-06 E, 27.10 feet; N 66-5549 E, 27.43 feet S 74-12-19 W, 47.14 feet N 86-06-05W, 28.83 feet; Thence N 74-45-18 W, 16.89 feet, along said Mean Higher High Water line, to the Point of Beginning and containing 52.25 acres of land, more or less. Notes: 1) Bearings are State Plane Grid, Texas South Zone, NAD' 83. 2) MHHW Line based on TCOON Gauge "Ingleside" 663 182428 METES AND BOUNDS DESCRIPTION OF A 52.25 ACRE TRACT Being 52.25 acres of land, out of a 212.20 acre tract of land as described in Document No. 490819, Official Public Records of San Patricia County, Texas, aise being out of a 328.9 acre tract, referred to as "Tract 1, Parcel2A", described In Document No. 2001000017, Official Public Records of Nueces County, Texas, and a 832.0 acre tract referred to as "Reynolds/Alcoa Retained Tract 1" in Document No. 2001000017, Official Public Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows: Commencing at a found 5/8 inch iron rod, being the southeast corner of a 1252 acre tract.referred to as "Reynolds/Alcoa Retained Tract 3" fn DocunientNo.20010b0017, Official Public.Records.of Nueces County, Texas, said comer having a State Plane Grid Coordinate Of N17,21.1,109.14`, E;.1,383,532.78', NAD' 83, Texas South Zone, and said comer also being an inside comer of said 212;20 acre tract as shown in MEI Govind drawing no. 0309-501-004 and drawing no.0309-501-005; Thence along the northeasterly boundary of sald 21220 acre tract, S 17-32.44 E;250;80 feet .to the Point of Beginning and northeast comer of this herein described tract, said; comer having a State Plane Grid Coordinate of N 17,210,870.02', E, 1,383,608.38', NAD' 83, Texas South Zone,,and being on the Mean Higher High Water Une of Corpus Christi Bay; Thence 517-32-44 E, 46.08 feet, to an interior corner of this herein described tract, same behig an interior corner of said 212.20 acre tract Thence 5 01-10-32 E, 767.00 feet, to a point on the on the south line.nf a-31.82 acre tract, referred to as "Tract 1, Parcel 5" as recorded in Document No. 200100007.7, Official public Records of Nueces County, Texas, said point being the Port of Corpus Christi Authority North Bulkhead Line, also being the southeast corner of said 21220 acre tract, same beingthe southeast corner of this herein described tract; Thence along the south boundary of this herein described tract, the south boundary of said 212.20 acre tract, the North Bulkhead Une, N 77-30-59 W, 8569.00 feet, to the southwest corner of this herein described tract, same being the -southwest corner of sald 212.20 acre tract" Thence leaving said North Bulkhead Line, N07-00-29 W, 244.22 feet, to an interior corner of this herein described tract, said corner being on the west boundary line of said 21220 acre tract, and also being on said Mean Higher High Water Une (MHHW); Thence along said Mean Higher High Water line as follows: N 87-07-14 E, 13.56 feet; S 32-02-58 E, 21.05 feet; N 68-07-0$ E, 19.87 feet; S 61-24-17 E, 14.94feet; N 45-48-36 E,13.55 feet; N 25-00-56 W, 72.49 feet Thence 5 85-4321 W, 4223 feet, to an interior corner of this herein described tract, said comer being on the westboundary line of said 212.20 acre tract Thence along the west boundary of said 212.20 acre tract, N 07-00-29 W, 30.33 feet, to the northwest corner of this herein described tract, and being on saki Mean Higher High Water Line; Thence with said Mean Nigher High Waterline (MHHW) as follows: N 84-40-25 E, 16.36 feet; S 84-44-31 E, 50.13 feet; 503-16-16 E; 36.14 feet; S 72-16-10 E, 17.07 feet; N 53-23-13 E,27.28 feet; S 87-50-01E, 30.47 feet; N 82-2156 E,49.49 feet; N 87-19-40 E, 40.23 fee S 62-13-54 E, 24.71 feet; 331-48-7.9 E, 30.33 feet 662 182428 N 37-21-50 W, 9.14 feet; N 48-34-53 E, 60.83 feet; N 88-0421 E, 61.52 feet; S 62-33-10 E, 49.74 feet; S 85-11-41 E, 51.68 feet N 79-36-23 E, 36.81 feet; N 65-12-45 E, 35.50 feet; 5 79-22-43 E, 56.99 fleet; 556-38-50 E, 58.76 feet 5 48-44-43 E, 111.54 feet; 5 52-35-41 E, 46.53 feet 5 85-06-59 E, 40.01 feet; 5 60-20-57 E, 12.72 feet; 5 35-27-18 E, 37.43 feet; 5 60-04-28 E, 39.02 feet; 5 84-37-50 E, 20.21 feet; N 59-26-24 E, 36.04 feet N 45-55-06 E, 27.10 feet; N 66-5549 E, 27.43 feet S 74-12-19 W, 47.14 feet N 86-06-05W, 28.83 feet; Thence N 74-45-18 W, 16.89 feet, along said Mean Higher High Water line, to the Point of Beginning and containing 52.25 acres of land, more or less. Notes: 1) Bearings are State Plane Grid, Texas South Zone, NAD' 83. 2) MHHW Line based on TCOON Gauge "Ingleside" 663 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 20, 2015 Action Item for the City Council Meeting of January 27, 2015 DATE: TO: THROUGH: January 2, 2015 Ronald L. Olson, City Manager Wes Pierson, Assistant City Manager (361) 826- 3082 wesp@cctexas .com Chapter 380 Agreement for Corpus Christi Liquefaction, LLC (Cheneire) CAPTION: Approving a resolution authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Corpus Christi Liquefaction, LLC ("Agreement") for certain economic development grants for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits for the benefit of the City. PURPOSE: The Chapter 380 agreement between the City and Corpus Christi Liquefaction, LLC will provide economic incentives to develop and operate a liquid natural gas facility in the City's extra territorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits. The agreement provides for sharing certain tax revenues and provides for non - annexation of the project over a nineteen year term. BACKGROUND AND FINDINGS: Cheniere plans to construct a natural gas liquefaction facility in three phases, or "trains", which will be constructed on land located within City limits and within City's extraterritorial jurisdiction. The first train of the Facility will be constructed at a cost of at least One Billion Five Hundred Million Dollars ($1,500,000,000) and employ at least ninety (90) full-time employees; (ii) the second train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full- time employees; and (iii) the third train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees. The Cheniere project has been approved by the Federal Energy Regulatory Commission (FERC). The Chapter 380 agreement provides for sharing certain tax revenues and provides for non - annexation of the project over a nineteen year term. ALTERNATIVES: This agreement is essential to the company receiving the required financing to build the facility. OTHER CONSIDERATIONS: Cheniere has received tax abatement agreements with San Patricio County and the San Patricio County Drainage District. It is also working with Nueces County for a tax abatement agreement on the docks that will be constructed within Nueces County. Cheniere has also entered into a Chapter 313 agreement with Gregory -Portland ISD. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approval of the Chapter 380 agreement between the City of Corpus Christi and Corpus Christi Liquefaction LLC. LIST OF SUPPORTING DOCUMENTS: Resolution Chapter 380 Agreement Page 1 of 2 Resolution Authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Corpus Christi Liquefaction LLC ("Agreement") for certain economic development grants for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits, for the benefit of the City. WHEREAS, the City has established a program in accordance with Article III, Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under which the City has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the City; and WHEREAS, City Council deems that the Agreement is in compliance with the City's Chapter 380 Economic Development Program Policy adopted by Resolution 028424 on November 17, 2009, and it is the best interest of the City and citizens to approve the Agreement with Corpus Christi Liquefaction LLC for certain economic development grants for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits, for the benefit of the City. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council declares the recital paragraphs of this Resolution to be true. The City Manager or the City Manager's designee is authorized to execute the Agreement, which is on file at the City Secretary's office, with Corpus Christi Liquefaction LLC for certain economic development grants for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits, for the benefit of the City. This resolution takes effect upon City Council approval on this the day of , 2015. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Resolution - Cheniere Nelda Martinez Mayor Corpus Christi, Texas of , 2015 The above resolution was passed by the following vote: Nelda Martinez Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill Resolution - Cheniere Page 2 of 2 CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT BETWEEN CITY OF CORPUS CHRISTI, TEXAS AND CORPUS CHRISTI LIQUEFACTION, LLC CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Chapter 380 Economic Development Incentive Agreement ("Agreement") is entered into as of , 2015, between THE CITY OF CORPUS CHRISTI, TEXAS ("City"), a home -rule city, and CORPUS CHRISTI LIQUEFACTION, LLC, a Delaware limited liability company ("Company"). RECITALS WHEREAS, Company desires to construct a natural gas liquefaction facility in three phases, or "trains" (as more particularly described in Exhibit A, the "Facility"), which will be constructed on land located within City limits and within City's extraterritorial jurisdiction as of January 1, 2015 (whose legal description is more particularly described in Exhibit B, the "Land") and WHEREAS, Company expects that (i) the first train of the Facility will be constructed at a cost of at least One Billion Five Hundred Million Dollars ($1,500,000,000) and employ at least ninety (90) full-time employees; (ii) the second train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees; and (iii) the third train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees; and WHEREAS, the portion of the Facility located within City limits shall be subject to full ad valorem, sales, and other City taxation; and WHEREAS, for purposes of this Agreement, its terms shall govern the Land and the Facility which will be located on the Land; and WHEREAS, City recognizes the positive economic impact that the Facility will bring to City and its extraterritorial jurisdiction through additional tax revenue from City's levy of full ad valorem, sales and other City taxes on the portion of the Facility located within City limits, development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, and the attraction of new businesses; and WHEREAS, City has established a program in accordance with Article III, Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under which City has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within City and its extraterritorial jurisdiction; and WHEREAS, City has concluded and hereby finds that this Agreement promotes economic development within City and its extraterritorial jurisdiction and, as such, meets the requirements under Chapter 380 and City's established economic development program, and, further, is in the best interests of City and Company; and WHEREAS, Section 212.172 of the Texas Local Government Code ("Section 212.172") authorizes City to make a written contract with an owner of land that is located in City's extraterritorial jurisdiction to provide for the continuation of the extraterritorial status of the land, and to agree to other terms regarding land usage, development, and regulation; and WHEREAS, in consideration of the positive economic impact that the Facility will bring to City and its extraterritorial jurisdiction, the City intends that the extraterritorial status of that portion of the Land located within the City's extraterritorial jurisdiction (the "ETJ Land") be continued during the term of this Agreement; and WHEREAS, in consideration of the benefits provided to Company pursuant to this Agreement, Company has agreed to comply with the terms and conditions of this Agreement, and to make a payment in lieu of taxes to the City in connection with the execution of this Agreement; NOW, THEREFORE, in consideration of the mutual benefits described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Company agree as follows: ARTICLE I REPRESENTATIONS 1.1 Representations of City. City hereby represents to Company that as of the date hereof: (A) City is a duly created and existing municipal corporation and home -rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) City has the power, authority and legal right under the laws of the State of Texas to enter into and perform this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of City, under any agreement or instrument to which City is a party or by which City or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by City and constitutes a legal, valid and binding obligation of City, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by City does not require the consent or approval of any person that has not been obtained. 1.2 Representations of Company. Company hereby represents to City that as of the date hereof: (A) Company is duly authorized and existing and in good standing as a limited liability company under the laws of Texas and shall remain in good standing in Texas during the Term of this Agreement. (B) Company has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i) have been duly authorized and will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to Company, and (ii) does not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of Company, under any agreement or instrument to which Company is a party or by which Company or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by Company does not require the consent or approval of any person that has not been obtained. ARTICLE II DEFINITIONS The recitals to this Agreement are hereby incorporated for all purposes. The terms, "Agreement," "Chapter 380," "City," "Company," "ETJ Land," "Facility," "Land," and "Section 212.172" shall have the above meanings, and the following words or phrases shall have the following meanings: 2.1 "Act of Default" or "Default" means failure to timely, fully, and completely comply with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties of this Agreement. 2.2 "Base Payment" means the payment described in Article V of this Agreement. 2.3 "City Property Tax Revenues" means any maintenance and operations portion of City ad valorem taxes paid by Company on any portion of the Facility and Land located within City Iimits for any portion of the Term of this Agreement. 2.4 "Commencement of Construction" means (1) to commence the work of constructing the improvements or features with all approvals thereof and permits required by applicable governmental authorities obtained as necessary to begin construction; and (ii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued for the Facility. 2.5 "Completion of the Facility" means the date no later than December 31, 2021, subject to extension upon approval by City or for Force Majeure and delay due to obtaining required permits, that Company has made and evidenced the fulfillment of at least 85% of the Investment Requirement and at least 85% of the Job Requirement for Train 1. 2.6 "Contractor" means Bechtel Oil, Gas and Chemicals, Inc., as defined under Owner's EPC Contract. 2.7 "Effective Date" means the first date by which this Agreement has been signed by all of the parties hereto, on which date the terms and provisions of this Agreement shall become effective. 2.8 "Force Majeure" means any act that (a) materially and adversely affects the affected party's ability to perform the relevant obligations under this Agreement or delays such affected party's ability to do so, (b) is beyond the reasonable control of the affected party, (c) is not due to the affected party's negligence or willful misconduct and (d) could not be avoided by the party who suffers it by the exercise of commercially reasonable efforts (provided that such commercially reasonable efforts shall not require such party to expend a material amount of money to avoid the act giving rise to a Force Majeure). Subject to the satisfaction of the conditions set forth in (a) through (d) above, Force Majeure shall include but not be limited to: (i) natural phenomena, such as storms, hurricanes, floods, lightning and earthquakes; (ii) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (iii) transportation disruption, whether by ocean, rail, land or air; (iv) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected party; (v) fires; (vi) the unavailability of necessary and essential equipment and supplies; (vii) a breach by City of this Agreement or any other actions, omissions of or delays by a governmental authority (including the actions of City in its capacity as a governmental authority) that were not voluntarily induced or promoted by the affected party, or brought about by the breach or noncompliance by the affected party of its obligations under this Agreement or any applicable law; and (viii) failure of the other party to perform any of its obligations under this Agreement within the time or by the date required pursuant to the terms of this Agreement for the performance thereof; provided, however, that under no circumstances shall Force Majeure include any of the following events: (A) economic hardship; (B) changes in market condition; or (C) weather conditions which could be anticipated by experienced contractors operating at the relevant location and exercising commercially reasonable business judgment. 2.9 "Full Time Jobs" means jobs providing a regular work schedule of at least 35 hours per week, which term shall include full-time positions of any third party operator or contractor or of any subsidiary or affiliate located at the Facility. 2.10 "Industrial District Agreement" means an agreement made and entered into under the authority of Section 42.044 of the Texas Local Government Code, or successor provisions thereto. 2.11 "Investment Requirement" means an investment of capital in Train 1 of the Facility by Company or any subsidiary or affiliate of not less than One Billion Five Hundred Million Dollars ($1,500,000,000). 2.12 "Job Requirement" means the creation of not less than 90 Full Time Jobs for Train 1 of the Facility. Any third party operator or contractor or any subsidiary or affiliate fulfilling this Job Requirement shall be subject to the requirements of Sections 4.7 and 6.8. Company must provide documents from any third party operator or contractor or any subsidiary or affiliate fulfilling any part of this Job Requirement evidencing all jobs and employment created as a result of the Completion of the Facility, pursuant to Article VII herein. 2.13 "Reimbursement Amount" or "Reimbursement" shall mean, for each year during the Term of this Agreement beginning with the year in which Commencement of Construction occurs, One Hundred Percent (1000) of City Property Tax Revenues, which amount the City agrees to reimburse to the Company pursuant to Section 5.2 of this Agreement if the Company satisfies the conditions of this Agreement. 2.14 "Resident of City" or "City Resident" means a person that resides in the Corpus Christi Metropolitan Statistical Area (San Patricio County, Nueces County, and Aransas County) ("MSA"). 2,15 "Term" means the period defined in Article III of this Agreement. 2.16 "Train 1" of the Facility means the first phase, or "train," of the Facility, including Facility infrastructure, as more particularly described in Exhibit C. ARTICLE III TERM The term of this Agreement (the "Term") will begin on the Effective Date, as defined in Section 2.4 herein, and shall continue until the Agreement is terminated pursuant to Section 4.3; provided, however, that this Agreement shall not remain in effect past December 31, 2033. ARTICLE IV COMPANY REQUIREMENTS, ANNEXATION, INDUSTRIAL DISTRICT, AND LAND USAGE TERMS 4.1 Requirement to Complete Facility. Company shall provide reasonable evidence that they have satisfied the Investment Requirement and the Job Requirement required for Completion of the Facility, which evidence shall include, but not be limited to, state and federal employment reports and audited financial statements. Should Commencement of Construction occur but should Company fail to achieve Completion of the Facility by December 31, 2021, City shall have the option to terminate the Agreement. 4.2 Extraterritorial Status of ETJ Land. Pursuant to its authority under Section 212.172, City agrees that, beginning January 1, 2015, and subject to Section 4.3 and Company's compliance with the applicable terms of this Agreement, the ETJ Land shall remain in City's extraterritorial jurisdiction and shall not be annexed during the remaining Term of this Agreement. 4.3 Annexation and Industrial District Agreement Options. (A) If, beginning January 1, 2015, and through the remaining Term of this Agreement, City proposes to annex any part or all of the ETJ Land, City shall notify Company in writing no later than thirty (30) days before such proposal is first placed on the Corpus Christi City Council's agenda, whether as a closed session or open session item. Additionally, as applicable under the terms of that chapter, City shall give Company all notice required under Chapter 43 of the Texas Local Government Code. No later than sixty (60) days after the earliest date such notification is received by Company, Company shall have the option to notify City in writing that Company agrees to continue abiding with the terms of the Agreement. Upon City's receipt of such written notice from Company, the Agreement shall continue and be in full force and effect, and the ETJ Land shall not be annexed. Should Company not provide such written notice to City within the above -required period, the Agreement shall terminate and City shall be free to annex the ETJ Land. (B) Throughout the Term of this Agreement, Company may give City written notification of Company's request to have that portion of the Facility located in City's extraterritorial jurisdiction placed in an industrial district and be bound by the terms of an Industrial District Agreement with the City, approval of which request will not be withheld by the City, effective on the earlier of (i) the termination of this Agreement, or (ii) January 1, 2034. 4.4 Facility General Requirements. City shall not be responsible for any costs and expenses incurred in connection with the construction of the Facility. Company agrees to assist City, if so requested by City, in the preparation of any documentation necessary for the preparation and approval of any of the documents or actions required by City to perform any of the obligations under this Agreement. Upon completion of the Facility and during the Term of this Agreement, the Company shall maintain the Land and the Facility in a commercially reasonable manner, comparable to the maintenance of similar facilities, and shall timely pay all City taxes assessed against that portion of the Facility that is within City limits. 4.5 Annexation Corridor. Should Company sell or lease a portion of the ETJ Land, and should such sold or leased ETJ Land no longer be covered by this Agreement pursuant to the assignment provisions of Section 10.4 (the "Relinquished Land"), Company shall, after City provides Company with sixty (60) days prior written notice of intent to initiate annexation proceedings, permit City to annex a suitable strip of ETJ Land from City's boundary to such Relinquished Land (an "Annexation Corridor") to permit annexation of the Relinquished Land. The Annexation Corridor shall be the minimum amount legally necessary to annex the Relinquished Land. The location of the Annexation Corridor shall be subject to the approval of Company, which approval shall not be unreasonably withheld. Company and the Annexation Corridor shall have no right to any City services as a result of such annexation; nor shall City extend, by ordinance, any rules or regulation to the Annexation Corridor, including, but not limited to, those (a) governing plats and subdivisions and land, (b) prescribing any building, electrical, plumbing, or inspection codes, or (c) attempting to exercise in any manner whatsoever control over the conduct of Company's business thereon. The Annexation Corridor shall remain subject to this Agreement and shall not be subject to City taxes. In the event that the need for an Annexation Corridor no longer exists, City agrees to immediately cease any annexation proceedings related to the Annexation Corridor, or within sixty (60) days, take the steps necessary to complete disannexation proceedings required to remove the Annexation Corridor from City limits. 4.6 Commencement of Construction. Company is required to inform City in writing of Commencement of Construction. If Commencement of Construction has not occurred by January 1, 2018, City has the option to terminate the Agreement. 4.7 Use of Local Resources. (A) Company shall make reasonable efforts to fill construction jobs and Full Time Jobs with Residents of the Corpus Christi MSA, which shall include the following: (i) Company shall publish job fair schedules and, to the extent practicable, job postings in the San Patricio County and Corpus Christi area newspapers; and (ii) Company shall establish an official website which will be the official means of informing City Residents of employment opportunities. (B) To the extent practicable, Company shall also give priority to the use of suppliers from the Corpus Christi MSA for construction materials and supplies. Company shall, to the extent practicable, publish its requirements for goods and services of significant value on its official web site. Company shall not, however, be required to use goods and services provided by resident suppliers from the Corpus Christi MSA that are not (i) of equivalent quality, functionality, and compatibility to those provided by nonresident suppliers or (ii) made available on terms, conditions and price comparable to those offered by nonresident suppliers. (C) Company shall certify that it has offered a health insurance program for its employees having Full Time Jobs. 4.8 Prohibited Transfers. Company agrees that, without express written approval of the City, the Company may not deed any part of the Land or Facility to a tax exempt entity or public entity. 4.9 City Services. During the Term of this Agreement, City shall have no obligation to extend to the ETJ Land any utility, fire protection, or other City services, except for services that are being provided to and paid for by Company an the date hereof, or as City and Company shall otherwise agree in writing. 4.10 Compliance with City Rules and Regulations. City and Company agree that during the Term of this Agreement, with respect to the ETJ Land, City shall not require compliance with its rules or regulations: (1) governing zoning and platting of the ETJ Land for the purpose of Locating the Facility and portions thereof on the ETJ Land; provided, however, Company further agrees that it will in no way divide the ETJ Land without complying with State law and City ordinances governing subdivision of land; (2) prescribing any building, electrical, plumbing or inspection code or codes; or (3) otherwise governing the operation of Company's business on the ETJ Land, except as to those regulations relating to the delivery of utility services and industrial waste disposal through City -owned facilities. ARTICLE V IN LIEU OF TAXES PAYMENT TERMS AND PROVISIONS; TAXABLE PROPERTY REIMBURSEMENT 5.1 Payment In Lieu of Taxes. (A) For purposes of this section, the base payments ("Base Payments") with respect to any tax year are (a) 100 percent of the ad valorem taxes for the ETJ Land based upon its market value (as determined by the relevant appraisal district for such tax year) which would otherwise be payable to City by Company if the ETJ Land was situated within the city limits of City plus (b) 62.5 percent of the ad valorem taxes for that portion of the Facility Located in City' s extraterritorial jurisdiction (excluding personal property and inventory) based upon its market value (as determined by the relevant appraisal district for such tax year) which would otherwise be payable to City by Company if such portion of the Facility was located within the city limits of City. (B) For tax year 2031, Company shall pay City 33 percent of the Base Payments with respect to such tax year. For tax year 2032, Company shall pay City 66 percent of the Base Payments with respect to such tax year. For tax year 2033, Company shall pay City 100 percent of the Base Payments with respect to such tax year. Each such payment shall be due on January 31 of the year following the tax year with respect to which such payment is made. Company shall not be obligated to pay City any portion of the Base Payments with respect to any other tax year during the Term of this Agreement. 5.2 Taxable Property Reimbursement. Pursuant to its authority under Chapter 380, the City hereby agrees to pay the Reimbursement Amount to the Company as an unconditional obligation of the City, with respect to each calendar year during the Term of this Agreement beginning with the year in which Commencement of Construction occurs. The Company shall submit a request for the Reimbursement Amount to the City in writing by providing the City evidence of any City Property Tax Revenues paid no later than March 1st of each year. Within Sixty (60) days of receiving such written request from the Company, subject to the satisfaction of the Company's Commitments under Article IV herein and the Company's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay the Reimbursement Amount to the Company, subject to the limitations set forth herein. ARTICLE VI COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES OF THE COMPANY Company, as of the Effective Date, makes the following covenants and warranties to City and agrees to timely and fully perform the following obligations and duties. 6.1 Litigation. No litigation or governmental proceeding is pending or, to the knowledge of Company, threatened against or affecting Company or the Facility that may result, in the sole judgment of Company, in any material adverse change in Company's business, properties or operation. 6.2 Untrue Statements. To the best of Company's knowledge, no certificate or statement delivered by Company to City in connection herewith, or in connection with any transaction contemplated hereby, contains any untrue statement or fails to state any fact necessary to keep the statements contained therein from being misleading except those which have been replaced by subsequent certificates or statements heretofore given to City in substitution. 6.3 Bankruptcy. Company is not the subject of any bankruptcy proceedings, and Company has not been informed that it is the subject of any potential involuntary bankruptcy proceedings. 6.4 Licenses and Authority. To the best of Company's knowledge, it has acquired or is in the process of acquiring and maintaining all necessary rights, licenses, permits and authority to carry on its business in City, City's extraterritorial jurisdiction, and San Patricia County, Texas, and will continue to use commercially reasonable efforts to maintain all necessary rights, licenses, permits and authority. 6.5 Ownership Changes. Company shall notify City in writing of any changes in ownership of any part of the Facility or of Company within thirty (30) days after Company's knowledge thereof. 6.6 Succession of Ownership. No change of ownership or management of any part of the Facility nor a change of ownership or management of Company shall abate, waive, terminate or in any way relieve Company of its respective obligations herein. 6.7 Non -Discrimination. Company agrees that, as to all of the programs and activities arising out of this Agreement, it will not discriminate against any person on the basis of race, color, national or ethnic origin, sex, age, religion, or by reason of being disabled, or any other characteristic protected under applicable federal or state law. 6.8 Employment of Undocumented Workers. Company does not and agrees that it will not knowingly employ an undocumented worker. Company's conviction of a violation under 8 U.S.C. 1.324a shall constitute an Act of Default hereunder. ARTICLE VII REPORTING AND AUDITING 7,1 Audit by the City. City may audit Company's records relative to compliance with the Investment Requirement and the Jobs Requirement to determine Company's compliance with the terms of this Agreement. This audit will be done by City or its designee on an annual basis. Company shall provide City an annual report, no later than March et of each year, stating the corresponding amount of annual capital investment (until the Investment Requirement has been fulfilled) and number of Full Time Jobs created and retained. 7.2 Access to Records/Right to Audit. Company, during normal business hours and after being provided three working days prior written notice, shall allow City or its designee reasonable access to its records and books and all other relevant records relative to compliance with the Investment Requirement and the Jobs Requirement, but the confidentiality of such records and information shall be maintained by City unless disclosure of such records and information shall be required by a court order, a lawfully issued subpoena, or the Office of the Texas Attorney General. ARTICLE VIII DEFAULT 8.1 Company Default. Subject to Force Majeure and any consent given under Section 8.3 or variance granted under Section 10.14, failure by Company to comply with any requirements of this Agreement shall constitute an Act of Default. if such Act of Default is not cured and corrected within ninety (90) days after written notice to do so or by express waiver by the City, the City has the option to terminate this Agreement. Company shall be liable to City for any actual proven damages sustained by City as a result of said Act of Default by Company under this Agreement, subject to the provisions of Section 10.15. 8.2 City Default. Save and except as provided in Section 4.3, if City breaches this Agreement by annexing any of the ETJ Land during the term of this Agreement, wrongfully terminating this Agreement, or failing to pay the Reimbursement Amount, Company shall be entitled to enjoin City from enforcing any annexation ordinance adopted in violation of this Agreement, terminating this Agreement, or taking any other action in violation of this Agreement. 8.3 Consent and Excuse. In the event of unforeseeable third party delays which are not Force Majeure and upon a reasonable showing by Company that it has immediately and in good faith commenced and is diligently and continuously pursuing the correction, removal or abatement of such delays by using commercially reasonable efforts, City may consent to and excuse any such delays, which consent and excuse shall not be unreasonably withheld. 8.4 City Delay. Any delay for any amount of time by City in providing notice of Default to the Company hereunder shall in no event be deemed or constitute a waiver of such Default by City of any of its rights and remedies available in law or in equity. 8.5 City Waiver. Any waiver granted by City to Company of an Act of Default shall not be deemed or constitute a waiver of any other existing or future act of default by Company or of a subsequent Act of Default of the same act or event by Company. ARTICLE IX CITY'S LIABILITY LIMITATIONS Should City fail to timely, fully and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this Agreement, such failure shall be an Act of Default by City and City shall have ninety (90) days to cure and remove the Default after receipt of written notice to do so from Company. ARTICLE X MISCELLANEOUS PROVISIONS 10.1 Permitting. Subject to the Company complying with all applicable laws, City agrees to cooperate with Company to expeditiously process permits required for Completion of the Facility. 10.2 Attorneys' Fees. If any legal action or proceeding is commenced between City and Company based on this Agreement, the prevailing party in the legal action will be entitled to recover its reasonable attorneys' fees and expenses incurred by reason of such action, to the extent allowed by law. 10.3 Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns. 10.4 Assignment. Except as provided below, Company may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City, which approval will not be unreasonably withheld or delayed. City agrees, however, that the Company may assign in whole or in part its rights and obligations under this Agreement or with respect to all or any part of the Land or the Facility to any affiliate, subsidiary, related company, partnership or joint venture, as long as the assignee controls, is controlled by, or is under common control with the Company; or to a third party lender advancing funds for the acquisition of all or any part of the Land or the Facility or for the construction or operation of the Facility. City expressly consents to any assignment described in the preceding sentence and agrees that no further consent of City to such an assignment will be required. The Company agrees to provide City with written notice of any such assignment. 10.5 Termination, If Company elects not to proceed with the Facility as contemplated by this Agreement, Company will notify City in writing, and this Agreement and the obligations of both parties will be deemed terminated and of no further force or effect as of the date of such notice. Additionally, at any time during the Term, Company may elect to terminate this Agreement. Following the giving of said notice, this Agreement shall terminate and be of no further force or effect, and all parties shall be fully released of any further obligations under this Agreement relating to said designated part or parts of the Land. 10.6 Notice. Any notice or other communication ("Notice") given under this Agreement must be in writing and may be given: (i) by depositing the Notice in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; (ii) by personal delivery of the Notice to the party, or an agent of the party; or (iii) by confirmed facsimile, provided that a copy of the Notice is also given in one of the manners specified in (1) or (ii). Notice deposited in the mail in the manner specified will be effective two (2) days after deposit. Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of Notice, the addresses of the parties will, until changed as provided below, be as follows: Company: Cheniere Energy, Inc. Attention: Mr. Daniel Belhurneur 700 Milani Street, Suite 800 Houston, Texas 77002 City: City of Corpus Christi Attn.: City Manager P.Q. Box 9277 Corpus Christi, Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 with a copy to: City Attorney P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph. (361) 826-3360 Facsimile: (361) 826-3239 Any party may designate a different address at any time by giving Notice to the other party. 10.7 Interpretation. Each of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against any party based on draftsmanship. 10.8 Relationship of the Parties. This Agreement will not be construed as establishing a partnership or joint venture, joint enterprise, express or implied agency, or employer / employee relationship between the parties. Neither City nor its past, present or future officers, elected officials, employees or agents assume any responsibility or liability to any third party in connection with the development of the Facility or the design, construction or operation of any portion of the Facility. 10.9 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected, and it is also the intention of the parties that, in lieu of each provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 10.10 Paragraph Headings, Etc. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the paragraphs. 10.11 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 10.12 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. A facsimile signature will be deemed to be an original signature for all purposes. 10.13 Exhibits. The following exhibits are attached to and incorporated into this Agreement for all purposes, as if they were set forth herein in their entirety: Exhibit A: Facility Description Exhibit B: Land Description Exhibit C: Train 1 Description 10.14 Variances. City, in its sole discretion, may grant and approve variances to Company from the performance criteria and development standards described herein upon application in writing therefore by the Company. 10.15 Damages not Included. Damages awarded in an adjudication brought against City or Company arising under the Agreement, including any amendments thereto, may not include: (i) consequential damages; al) exemplary damages; or (iii) damages for unabsorbed home office overhead. ARTICLE Xi GENERAL TERMS 11.1 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written, previous and contemporary, agreements between the parties relating to matters in this Agreement; and, except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 11.2 Law. This Agreement is subject to all legal requirements of Texas and all other applicable County, State and Federal laws, and the Company agrees that it will promptly comply with all such applicable laws, regulations, orders and rules of the State, County and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without regard, however, to the conflicts of laws provisions of Texas law. 11.3 Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 11.4 Confidential. City, its officers and employees, and its agents or contractors retained to perform economic development services for City, shall treat as confidential any information delivered by the Company or its respective representatives to City and its representatives and shall not release such information to the public unless required by law or court order. City shall immediately notify the Company of requests or court orders to release such information. [Signature page follows] EXECUTED to be effective as of this day of , 2015. CORPUS CHRISTI LIQUEFACTION, LLC By: Name: Title: CITY OF CORPUS CHRISTI, TEXAS ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Ronald L. Olson City Manager f tl n n 1 r.Y EXHIBIT A Description of the Facility The Company is developing a LNG liquefaction facility and export terminal (the "Facility") on the La Quinta Channel on the north shore of Corpus Christi Bay in San Patricia County and Nueces County, Texas. The Facility will provide a significant source of employment, economic activity and tax revenue. Direct spending by the Company during the construction phase of the Facility is expected to average between $37.9 million and $51.2 million per month over five years. Total spending (including direct, indirect and induced spending) resulting from construction is forecast to average between $123.2 million and $166.4 million per month over this same period. Most of the construction workforce will come from the communities in the Corpus Christi region and South Texas, directly stimulating the regional economy, local employment, and municipal revenue. Following construction, the operation of the Facility will provide a stable source of employment, economic stimulus, and tax revenue over the long term in the Corpus Christi region. The projected annual impacts to the Corpus Christi region resulting from operations of the Facility (including direct, indirect and induced impacts) include approximately 2,100 permanent jobs, $135 million in personal income, and $240 million in gross product. The construction and long-term operation of the Facility is projected to generate significant cumulative benefits for the State of Texas, including approximately $12.5 to $15.2 billion in personal income, $19.6 to $23.5 billion in gross product, and $970.6 million to $1.2 billion in tax benefits. A total of between 199,266 and 243,868 person-years of employment are forecast to be created in Texas as a result of the construction and operation of the Facility.1 The Facility will include three LNG (natural gas liquefaction process) trains, insulated LNG storage tanks, and berthing for LNG tankers. Each LNG train will include a variety of specialized equipment used to purify pipeline quality natural gas and liquefy it into LNG. The Company is in the process of engineering the Facility, securing commercial agreements, and obtaining financing and governmental permits, each of which are conditions precedent to the Company commencing construction on the Facility. A map of the Facility is attached to this Exhibit A. The Perryman Group, The Anticipated Impact ofCheniere's Proposed Corpus Christi Liquefaction Facility on Business Activity in Corpus Christi, Texas, and the US (May 2012), at 21 (hereinafter, Perryman Report). The Perryman Report is available for review upon request. All dollar figures reported represent constant 2012 dollars. References to regional impacts measured by The Perryman Group refer to the Corpus Christi Metropolitan Statistical Area (MSA), which includes Nueces, San Patricia and Aransas counties in South Texas. EXHIBIT B Description of the Land The metes and bounds description and a map of the property upon which the Company will build the Facility are attached to this Exhibit B. October 9, 2012 12CH0203 EXHIBIT A METES AND BOUNDS DESCRITION OF A 337.4 ACRE TRACT Being 337. 4 acres of land, more or less, out of a 1610.0 acre "Tract 1, Parcel 1A", 328.9 acre "Tract 1, Parcel 2A", 31.82 acre "Tract 1, Parcel 5", and 58.07 acre 'Tract 1, Parcel 6" as recorded in Document No. 490819, Real Property Records of San Patricia County, Texas, and Document No. 2001000017, Official Public Records of Nueces County, Texas, and also being out of the T. T. Williamson Surveys, Abstract Numbers 288, 289, and 290, and out of State Tracts 1 and 2, and this 337.4 acre tract being all of the 212.2 acre tract recorded in Document No. 2004020956, Official Public Records of Nueces County, Texas, and all the 125.2 acre tract referred to as "Reynolds/Alcoa Retained Tract #3" recorded in Document No. 2001000017, Official Public Records of Nueces County, Texas, and this 337.2 acre tract being more particularly described by metes and bonds as follows: Commencing at a found concrete monument in the south right-of-way line of Texas State Highway No. 35 for the most northerly northeast corner of the aforementioned 328.9 acre tract, the same being the northwest corner of a 832.0 acre "Reynolds/Alcoa Retained Tract 1" recorded in Document No. 2001000017, Official Public Records of Nueces County, Texas; Thence leaving said south right-of-way line and with the west line of said 832.0 acre tract, S 17 41-05 E, at 8736.90 feet pass a found 5/8 -inch iron rod for the southwest corner of said 832.0 acre tract, in all 8936.90 feet to a found 5/8 -inch iron rod; Thence S 72-17-20 W, 59.39 feet, to a found 5/8 -inch iron rod for the POINT OF BEGINNING and the northwest corner of this tract and said 212.2 acre tract, said corner having a NAD'83 State Plane Grid Coordinate of N 17214778.87', E 1379635.54', Texas South Zone in U.S. feet; Thence N 72-17-20 E with the north boundary of this tract and said 212.2 acre tract, at 2644.75 feet pass the common east line of the aforementioned 328.9 acre tract and a west line of the aforementioned 1610.0 acre tract, in all 2818.29 feet to a found 5/8 -inch iron rod for the northmost northeast corner of this tract and said 212.2 acre tract; Thence with the east boundaries of this tract and said 212.2 acre tract as follows: S 75-57-21 E, 308.21 feet; 5 17-42-40 E, 838.29 feet; 572-17-20 W, 246.92 feet; 5 17-42-40 E, 640.06 feet, to a found 5/8 -inch iron rod for a corner of this tract; Thence S 67-58-34 W, at 188.26 feet pass the aforementioned common line between the 328.9 acre tract and the 1610.0 acre tract, in all 314.67 feet to a found 5/8 -inch iron rod for an interior corner of this tract and the northmost northeast corner of said 125.2 acre tract; Thence with the common east boundary of this tract and said 125.2 acre tract as follows: 5 73-59-30 E, 102.15 feet, to a found 5/8 -inch iron rod; 5 17-32-43 E, at 2960.50 feet pass a found 5/8 -inch iron rod being the southeast corner of said 125.2 acre tract, at 3129.328 feet pass the common south line of the aforementioned 328.9 acre tract and the north line of the aforementioned 58.07 acre tract, at 3192.41 feet pass a found 5/8 -inch reference iron rod, at 3242.47 feet pass the common east line of said 58.07 acre tract and the west line of the aforementioned 31.82 acre tract, in all 3257.37 feet to a corner; Thence 5 01-10-31 E, 767.00 feet, to the southeast corner of this tract and said 212.20 acre tract, said corner being on the south line of said 31.82 acre tract and the Port of Corpus Christi Authority North Bulkhead Line; Thence N 77-30-59 W with said bulkhead line and the south boundary of this tract and said 212.2 acre tract, at 190.69 feet pass the southwest corner of said 31.82 acre tract and the southeast corner of the aforementioned 58.07 acre tract, in all 3569.03 feet to the southwest corner of this tract and said 212.20 acre tract; Thence leaving said bulkhead line N 07-00-28 W, 340.43 feet, to a corner being on the common north line of said 58.07 acre tract and the south line of the aforementioned 328.9 acre tract; Thence N 03-34-16 E, at 149.58 feet pass a found 5/8 -inch reference iron rod, in all 1080.30 feet, to a found 5/8 -inch iron rod for a corner; Thence N 04-42-55 W, 1132.92 feet, to a found 5/8 -inch iron rod for a corner; Thence N 17-47-50 W, 1473.53 feet, to the point of beginning and containing 337.4 acres of land, more or less. Notes: 1. Bearings are State Plane Grid. 2. Drawing Exhibit B accompanies this metes and bounds description. P.O.0 _ - L•L' p Gk. 7 B :61 at ? .0 •••‘• • 1. .54. L T.‘14 11"1195Y2' E•••''' Train 2 Train 1 & Infrastructure LINE TABLE UNE LENGTH ]1RECTICN LI 2818,29' N72' 17'20-E L2 308.21 57552'27*E L3 836.29' SI T42.40"E 14 246.92' S72' 17'20W L5 640.06' S17'4240E , 16 31'.67' 567'58'34"W L7 102.15' 57359'30"E L8 3257.31' S't 7' 32'43-E L9 767.00' 501'10'31'E L10 3569.03' N77'30'591Y L11 340.43' NO700.2CW _.1 L12 1080.30' NO3-34'16nE L13 1132.92' N04'42.55"W L14 1473.53' N17'47.50 -W 800 L2 Train 3 0 k 1 16C .0 P•RCH L13 CRE TRACT L121 Shoreline 1 Lio 60/dIe 0 800 1600 SCALE: 1" = 800' LY A, EuLeileAD 0, 7 EXHIBIT B Orwap•rm.L.Li Off.. 041) 24I -fl GOVIND DEVELOPMENT, LLC. nmt, MIN ABM 0.51:1104 CORPUS CHRISTI LIQEUFACTION, LLC 337.4 ACRE TRACT SAN PATCH= COUNTY WOW at Rh APP. GR :ATE; QC? cook act: KAI Nartl, CLEW/ '''ML 12011202 Dftmehs: Po AGENDA MEMORANDUM Future Item for the City Council Meeting of January 20, 2015 Action Item for the City Council Meeting of January 27, 2015 DATE: TO: January 14, 2015 Ronald L. Olson, City Manager FROM: Wes Pierson, Assistant City Manager (361) 826- 3082 wesp@cctexas .com Agreement for temporary tax abatement for Corpus Christi Liquefaction, LLC CAPTION: Approving a resolution authorizing the execution of an agreement with Corpus Christi Liquefaction, LLC providing for temporary property tax abatement PURPOSE: Granting a tax abatement to Corpus Christi Liquefaction, LLC (Cheniere) for a term of up to five years. BACKGROUND AND FINDINGS: Cheniere plans to construct a natural gas liquefaction facility in three phases, or "trains", which will be constructed on land located within City limits and within City's extraterritorial jurisdiction. The first train of the Facility will be constructed at a cost of at least One Billion Five Hundred Million Dollars ($1,500,000,000) and employ at least ninety (90) full-time employees; (ii) the second train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full- time employees; and (iii) the third train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees. This resolution will allow projects on that site to be eligible for certain economic development incentives from taxing entities. The Cheniere project will be on the La Quinta site but also extend from the water's edge into Corpus Christi Bay. The docks will extend into the city limits of Corpus Christi. The tax abatement agreement is for one dollar. This allows other taxing entities to grant Cheniere tax abatements if they desire. ALTERNATIVES: The City needs to establish the reinvestment zone. Without the reinvestment zone other taxing entities will not be allowed to grant tax abatements. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This is in compliance with the City's economic development policies to incent growth within the city. EMERGENCY / NON -EMERGENCY: NON -EMERGENCY FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approval to grant a temporary tax abatement to Corpus Christi Liquefaction, LLC in accordance with the City's Tax Abatement Guidelines and Criteria. LIST OF SUPPORTING DOCUMENTS: Resolution — Cheniere Tax Abatement Agreement Page 1 of 2 Resolution Authorizing the execution of an agreement with Corpus Christi Liquefaction, LLC providing for temporary property tax abatement Whereas, the Texas Property Redevelopment and Tax Abatement Act (the "Act"), Texas Tax Code, Chapter 312, as amended, authorizes the City of Corpus Christi, Texas (the "City") to enter into tax abatement agreements for projects meeting the guidelines and criteria for granting tax abatement duly adopted by the City; and Whereas, an application for temporary tax abatement has been filed with the City by Corpus Christi Liquefaction, LLC for the construction of a facility in the City; and Whereas, the property to be covered by the proposed tax abatement agreement is located in the city limits of the City within an area designated as a reinvestment zone eligible for property tax abatement under the provisions of the Act; and Whereas, the project is not located on property that is owned or leased by a person who is a member of the City Council of the City of Corpus Christi; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council finds and determines that the terms of the proposed agreement with Corpus Christi Liquefaction, LLC providing for temporary property tax abatement and the property subject to the proposed agreement meet the applicable guidelines and criteria, as amended, adopted by the City. The City Council further determines that the proposed project is feasible and the proposed temporary abatement of taxes will inure to the long term benefit of the City. SECTION 2. The Tax Abatement Agreement with Corpus Christi Liquefaction, LLC, attached as Exhibit A, is approved, and the City Manager is authorized to execute the agreement. This resolution takes effect upon City Council approval on this the day of , 2015. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary RESOLUTION - Tax Abatement Cheniere Nelda Martinez Mayor Corpus Christi, Texas of , 2015 The above resolution was passed by the following vote: Nelda Martinez Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill RESOLUTION - Tax Abatement Cheniere Page 2 of 2 182428 METES AND BOUNDS DESCRIPTION OF A 52.25 ACRE TRACT Being 52.25 acres of land, out of a 212.20 acre tract of land as described in Document No. 490819, Official Public Records of San Patricia County, Texas, aise being out of a 328.9 acre tract, referred to as "Tract 1, Parcel2A", described In Document No. 2001000017, Official Public Records of Nueces County, Texas, and a 832.0 acre tract referred to as "Reynolds/Alcoa Retained Tract 1" in Document No. 2001000017, Official Public Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows: Commencing at a found 5/8 inch iron rod, being the southeast corner of a 1252 acre tract.referred to as "Reynolds/Alcoa Retained Tract 3" fn DocunientNo.20010b0017, Official Public.Records.of Nueces County, Texas, said comer having a State Plane Grid Coordinate Of N17,21.1,109.14`, E;.1,383,532.78', NAD' 83, Texas South Zone, and said comer also being an inside comer of said 212;20 acre tract as shown in MEI Govind drawing no. 0309-501-004 and drawing no.0309-501-005; Thence along the northeasterly boundary of sald 21220 acre tract, S 17-32.44 E;250;80 feet .to the Point of Beginning and northeast comer of this herein described tract, said; comer having a State Plane Grid Coordinate of N 17,210,870.02', E, 1,383,608.38', NAD' 83, Texas South Zone,,and being on the Mean Higher High Water Une of Corpus Christi Bay; Thence 517-32-44 E, 46.08 feet, to an interior corner of this herein described tract, same behig an interior corner of said 212.20 acre tract Thence 5 01-10-32 E, 767.00 feet, to a point on the on the south line.nf a-31.82 acre tract, referred to as "Tract 1, Parcel 5" as recorded in Document No. 200100007.7, Official public Records of Nueces County, Texas, said point being the Port of Corpus Christi Authority North Bulkhead Line, also being the southeast corner of said 21220 acre tract, same beingthe southeast corner of this herein described tract; Thence along the south boundary of this herein described tract, the south boundary of said 212.20 acre tract, the North Bulkhead Une, N 77-30-59 W, 8569.00 feet, to the southwest corner of this herein described tract, same being the -southwest corner of sald 212.20 acre tract" Thence leaving said North Bulkhead Line, N07-00-29 W, 244.22 feet, to an interior corner of this herein described tract, said corner being on the west boundary line of said 21220 acre tract, and also being on said Mean Higher High Water Une (MHHW); Thence along said Mean Higher High Water line as follows: N 87-07-14 E, 13.56 feet; S 32-02-58 E, 21.05 feet; N 68-07-0$ E, 19.87 feet; S 61-24-17 E, 14.94feet; N 45-48-36 E,13.55 feet; N 25-00-56 W, 72.49 feet Thence 5 85-4321 W, 4223 feet, to an interior corner of this herein described tract, said comer being on the westboundary line of said 212.20 acre tract Thence along the west boundary of said 212.20 acre tract, N 07-00-29 W, 30.33 feet, to the northwest corner of this herein described tract, and being on saki Mean Higher High Water Line; Thence with said Mean Nigher High Waterline (MHHW) as follows: N 84-40-25 E, 16.36 feet; S 84-44-31 E, 50.13 feet; 503-16-16 E; 36.14 feet; S 72-16-10 E, 17.07 feet; N 53-23-13 E,27.28 feet; S 87-50-01E, 30.47 feet; N 82-2156 E,49.49 feet; N 87-19-40 E, 40.23 fee S 62-13-54 E, 24.71 feet; 331-48-7.9 E, 30.33 feet 662 182428 N 37-21-50 W, 9.14 feet; N 48-34-53 E, 60.83 feet; N 88-0421 E, 61.52 feet; S 62-33-10 E, 49.74 feet; S 85-11-41 E, 51.68 feet N 79-36-23 E, 36.81 feet; N 65-12-45 E, 35.50 feet; 5 79-22-43 E, 56.99 fleet; 556-38-50 E, 58.76 feet 5 48-44-43 E, 111.54 feet; 5 52-35-41 E, 46.53 feet 5 85-06-59 E, 40.01 feet; 5 60-20-57 E, 12.72 feet; 5 35-27-18 E, 37.43 feet; 5 60-04-28 E, 39.02 feet; 5 84-37-50 E, 20.21 feet; N 59-26-24 E, 36.04 feet N 45-55-06 E, 27.10 feet; N 66-5549 E, 27.43 feet S 74-12-19 W, 47.14 feet N 86-06-05W, 28.83 feet; Thence N 74-45-18 W, 16.89 feet, along said Mean Higher High Water line, to the Point of Beginning and containing 52.25 acres of land, more or less. Notes: 1) Bearings are State Plane Grid, Texas South Zone, NAD' 83. 2) MHHW Line based on TCOON Gauge "Ingleside" 663 TAX ABATEMENT AGREEMENT BETWEEN CITY OF CORPUS CHRISTI, TEXAS AND CORPUS CHRISTI LIQUEFACTION, LLC TAX ABATEMENT AGREEMENT This Tax Abatement Agreement ("Agreement") is entered into and shall be effective as of , 2015, between THE CITY OF CORPUS CHRISTI, TEXAS ("City"), a home -rule city, and CORPUS CHRISTI LIQUEFACTION, LLC, a Delaware limited liability company ("Company"), pursuant to Chapter 312 of the Texas Tax Code ("Chapter 312"). RECITALS WHEREAS, Company desires to construct a natural gas liquefaction facility in three phases, or "trains" (as more particularly described in Exhibit A, the "Facility"), a portion of which which will be constructed on land located within City limits (as more particularly described in Exhibit B, the "Land"); and WHEREAS, Company expects that (i) the first train of the Facility will be constructed at a cost of at least One Billion Five Hundred Million Dollars ($1,500,000,000) and employ at least ninety (90) full-time employees; (ii) the second train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees; and (iii) the third train of the Facility will be constructed at a cost of at least Seven Hundred Fifty Million Dollars ($750,000,000) and employ at least thirty-five (35) full-time employees; and WHEREAS, City recognizes the positive economic impact that the Facility will bring to City and its extraterritorial jurisdiction through development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, and the attraction of new businesses; and WHEREAS, City recognizes that a significant factor in Company's decision to construct the Facility on the Land is Company's eligibility to enter into agreements with taxing units having jurisdiction over the Land to abate property taxes on the Facility; and WHEREAS, Section 312.206 of the Texas Tax Code provides that a taxing unit other than a municipality may abate property taxes on property located in the taxing jurisdiction of the municipality if property taxes on such property are abated by the municipality pursuant to an agreement made under Section 312.204 of the Texas Tax Code; and WHEREAS, City has adopted guidelines for the abatement of ad valorem tax ("Tax Abatement Guidelines") pursuant to Chapter 312, and wishes to enable other taxing units having jurisdiction over the portion of the Facility located within City limits to participate in tax abatement with respect to such portion of the Facility pursuant to Chapter 312; and WHEREAS, the Facility will be a Basic Manufacturing Facility within the meaning of the Tax Abatement Guidelines and thereby eligible for tax abatement; and WHEREAS, to enable other taxing units to participate in tax abatement pursuant to Chapter 312 on the portion of the Facility located within City limits, City (i) has designated the Land as a reinvestment zone (the "Reinvestment Zone"), and (ii) shall, pursuant to its authority under Section 312.204 of the Texas Tax Code, abate under this Agreement maintenance and operations ad valorem tax on one dollar ($1) of the value of such portion of the Facility for one tax year; and WHEREAS, City and Company have entered into that certain Chapter 380 Economic Development Incentive Agreement (the "Chapter 380 Agreement"), the investment and job requirements of which must be complied with under this Agreement; NOW, THEREFORE, in consideration of the mutual benefits described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Company agree as follows: ARTICLE I REPRESENTATIONS 1.1 Representations of City. City hereby represents to Company that as of the date hereof: (A) City is a duly created and existing municipal corporation and home -rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) City has the power, authority and legal right under the laws of the State of Texas to enter into and perform this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of City, under any agreement or instrument to which City is a party or by which City or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by City and constitutes a legal, valid and binding obligation of City, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by City does not require the consent or approval of any person that has not been obtained. 1.2 Representations of Company. Company hereby represents to City that as of the date hereof: (A) Company is duly authorized and existing and in good standing as a limited liability company under the laws of Texas and shall remain in good standing in Texas during the Term of this Agreement. (B) Company has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i) have been duly authorized and will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to Company, and (ii) does not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of Company, under any agreement or instrument to which Company is a party or by which Company or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by Company does not require the consent or approval of any person that has not been obtained. ARTICLE II DEFINITIONS The recitals to this Agreement are hereby incorporated for all purposes. The terms, "Agreement," "Chapter 312," "Chapter 380 Agreement," "City," "Company," "Facility," "Land," "Reinvestment Zone," and "Tax Abatement Guidelines" shall have the above meanings, and the following words or phrases shall have the following meanings: 2.1 "Act of Default" or "Default" means failure to timely, fully, and completely comply with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties of this Agreement. 2.2 "Commencement of Construction" means (i) to commence the work of constructing the improvements or features with all approvals thereof and permits required by applicable governmental authorities obtained as necessary to begin construction; and (ii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued for the Facility. 2.3 "Effective Date" means the first date by which this Agreement has been signed by all of the parties hereto, on which date the terms and provisions of this Agreement shall become effective. 2.4 "Investment Requirement" has the meaning set forth in the Chapter 380 Agreement, including the investment of not less than One Billion Five Hundred Million Dollars ($1,500,000,000) of capital in the first train of the Facility. 2.5 "Job Requirement" has the meaning set forth in the Chapter 380 Agreement, including the creation of not less than 90 full time jobs for the first train of the Facility. 2.6 "Term" means the period defined in Article III of this Agreement. ARTICLE III TERM The term of this Agreement (the "Term") will begin on the Effective Date and shall continue for five years after the end of the tax year with respect to which taxes are abated pursuant to Article V, unless earlier terminated by City as provided hereunder. ARTICLE TV ABATEMENT; COMPANY RE[T]IREMENTS 4.1 Abatement. (A) Pursuant to the City's authority under Chapter 312, and subject to the satisfaction of the Company's commitments under Article IV herein and the Company's timely and full compliance with all applicable terms and conditions contained in this Agreement, with respect to the first tax year after the year in which Commencement of Construction occurs, the City agrees to abate and exempt from City maintenance and operations ad valorem taxation one dollar ($1) of the value of that portion of the Facility that (i) is located within City limits and (ii) consists of improvements to real property. Such abatement shall apply only if the value of such improvements to real property exceeds the value of such improvements as of the Effective Date. (B) City hereby approves any variances from from the Tax Abatement Guidelines necessary to effectuate this abatement, and hereby waives the fling of any application for abatement otherwise required under the Tax Abatement Guidelines. 4.2 Company Requirements. (A) Company shall satisfy the Investment Requirement and Job Requirement, including any audit or other requirements relating thereto which are set forth in the Chapter 380 Agreement. (B) City employees shall have such access to the Facility as is required by Texas Tax Code Section 312.205(a)(2) to ensure that the improvements required by this Agreement are made. (C) The Facility shall be used in a manner consistent with the general purpose of encouraging development or redevelopment of the Reinvestment Zone. (D) Any ad valorem tax revenue lost by the City as a result of the abatement provided in Section 4.1(A) shall be recaptured if the Company fails to make the improvements required by this Agreement. (E) The Company shall certify annually to the City that it is in compliance with the terms of this Agreement. (F) Company is required to inform City in writing of Commencement of Construction. If Commencement of Construction has not occurred by January 1, 2018, City has the option to terminate the Agreement. (0) Failure by Company to comply with any requirements of this Agreement shall constitute an Act of Default. If such Act of Default is not cured and corrected within ninety (90) days after written notice to do so or by express waiver by the City, the City has the option to terminate this Agreement. ARTICLE V MISCELLANEOUS PROVISIONS 5.1 Binding_Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns. 5.2 Termination. If Company elects not to proceed with the Facility as contemplated by this Agreement, Company will notify City in writing, and this Agreement and the obligations of both parties will be deemed terminated and of no further force or effect as of the date of such notice. Additionally, at any time during the Term, Company may elect to terminate this Agreement. Following the giving of said notice, this Agreement shall terminate and be of no further force or effect, and all parties shall be fully released of any further obligations under this Agreement relating to said designated part or parts of the Land. 5.3 Notice. Any notice or other communication ("Notice") given under this Agreement must be in writing and may be given: (i) by depositing the Notice in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; (ii) by personal delivery of the Notice to the party, or an agent of the party; or (iii) by confirmed facsimile, provided that a copy of the Notice is also given in one of the manners specified in (1) or (11). Notice deposited in the mail in the manner specified will be effective two (2) days after deposit. Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of Notice, the addresses of the parties will, until changed as provided below, be as follows: Company: Cheniere Energy, Inc. Attention: Mr. Daniel Belhumeur 700 Milani Street, Suite 800 Houston, Texas 77002 City: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 with a copy to: City Attorney P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph. (361) 826-3360 Facsimile: (361) 826-3239 Any party may designate a different address at any time by giving Notice to the other party. 5.4 Interpretation. Each of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against any party based on draftsmanship. 5.5 Relationship of the Parties. This Agreement will not be construed as establishing a partnership or joint venture, joint enterprise, express or implied agency, or employer / employee relationship between the parties. Neither City nor its past, present or future officers, elected officials, employees or agents assume any responsibility or liability to any third party in connection with the development of the Facility or the design, construction or operation of any portion of the Facility. 5.6 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected, and it is also the intention of the parties that, in lieu of each provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 5.7 Paragraph Headings, Etc. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the paragraphs. 5.8 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 5.9 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. A facsimile signature will be deemed to be an original signature for all purposes. 5.10 Exhibits. The following exhibits are attached to and incorporated into this Agreement for all purposes, as if they were set forth herein in their entirety: Exhibit A: Facility Description Exhibit B: Land Description 5.11 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written, previous and contemporary, agreements between the parties relating to matters in this Agreement; and, except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 5.12 Law. This Agreement is subject to all legal requirements of Texas and all other applicable County, State and Federal laws, and the Company agrees that it will promptly comply with all such applicable laws, regulations, orders and rules of the State, County and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without. regard, however, to the conflicts of laws provisions of Texas law. 5.13 Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 5.14 Confidential. City, its officers and employees, and its agents or contractors retained to perform economic development services for City, shall treat as confidential any information delivered by the Company or its respective representatives to City and its representatives for purposes of this agreement and shall not release such information to the public unless required by law such as the Texas Public Information Act or court order. City shall immediately notify the Company of requests or court orders to release such information. [Signature page follows] EXECUTED to be effective as of this day of , 2015. CORPUS CHRISTI LIQUEFACTION, LLC B y: Name: Title: CITY OF CORPUS CHRLSTI, TEXAS ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Ronald L. Olson City Manager EXHIBIT A FACILITY 0zmzr 60 Oy C) Z O n m 27 �m GR�m❑ O W•7:1 Qozaa z5m-5 >an�m m 11mrr N(2, 1 z 2 iG �gi® 1..:E nsem,5ai ' U> Gyo �inwvk mm a• .,vim'-' r 2Yli¢ g1l+�J� ova 4a %, m -i zi. P i.= en.4 n .nznxwynrzz RV burp' PI bi4- a X *, N a Rye^ --,Ad an -1414 n. 14w4 i`', r�'3. m.*, .-7-nxwratr I.a�'m g �I ,a4n •. n+ ym tggrC,T . max SAE ndv".gmp� ,.. 6-9....T+im, +5+. t=tv. 47.4gm U�'F Nie. iG �gi® 1..:E nsem,5ai ' U> Gyo mm a• .,vim'-' r 2Yli¢ g1l+�J� � oli 4 �" ! ttt"w Ry S.Sw ,104M g .0'�._ :pL.eZ: }..3 Rp:41c1�,..I ,S CzPzp "Ja441 ;4 'vqw ,)@ oam."S 22w mM pA.6 i ate,. V� :I:; RR mwau Og p_. . max SAE ,.. 9 O CORPUS S PJSfl UR, LP, SUBMERGED LAND SURVEY WITHIN 212.20 ACRE TRACT PRTI0 C0'JIWT 52.2,5 SUBMERGED ACRES R .�F._n, pan i1, RvyeraXs Ns.+{�+. 1 M 6412 FtEV 542E IPP R GR if 04/12 0,1 ISMS 0 EXHIBIT B LAND 282428 METES AND BOUNDS DESCRIPTION OF A 52_25 ACRE TRACE 9eing 57_25 acres of land, out ofa 212.20 acre tract of land as described in Doalment No. 490819, Official Public Records of San-Patriro County, Texas, also being out of a 3285 acre tract, referred to as 'Tract 2, Parcel 2A', described In Document No. 2001000017, Official Public Records of Nueces County, Texas, and a 832.0 acre tract referred to as "Reynolds/Alcoa Retained Tract r in Document No. 2001000017, Official Public Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows: Commencing at a found 5/8 inch iron rod, being the southeast corner of a X75 2 acre tractreferred to as "Reynolds/Alcoa Retained Tract 3" In f3acumentNo.2001000017, Official Publicfteiaoi is(sfNiteces County; Texas, said comer having a State Plane Grid Coordinate of N 1721110944', E-;-1,3))3,532.78'„ NAD' 83, Texas South Zone, and said comer also being an inside comer ofsa#d 1.2,z° acre tract as shown in MEI Govind drawing no. 0309-501-004 and drawing 00.0309.501.-00S; Thence along the northeasterly boundary of said 21120 acre tract, 517-32,44 E;-250.80. feet, to the Poiret of Beginning and northeast corner of this herein described tract, said comer having a State Plane Grid Coordinate of N 17,110,870.02', E, 1,383,608.38', NAD' 83, Teams South Zone, and being on the Mean Higher High Water line of Corpus Christi Bay; Thence 5 17-31-44 E, 46.08 feetto an interior corner of this herein describedtract same behig an interior corner of said 212.20 acre tract Thence 5 01-10-32 E 767.00 Peet, to a point on the on the south lirie.af a31.82 acre tract, referred to as Tract 1, Parcel 5" as recorded In Document No. 2001000'017, Official Public Records of Nueces County, Texas, said point being the Port of Corpus Christi Authority North Bulkhead Line, also being the southeast corner of said 21220 acre tract, same being the southeast corner oft his herein described tract; Thence along the south boundary of this herein described tract, the south boundary at said 212.20 acre tract, the North Bulkhead line, N 77-30.54 W, 3569.00 feet, to the southwest corner of this herein described tract, same being the southwest corner of said 212_20 acre tract; Thence leaving said North Bulkhead Line, N 07-00-29 W, 244.22 feet, to an interior corner of this herein described tract, said Darner being on the west boundary line of said 21220 acre tract, and also being pn said Mean Higher High Water line (MHHW); Thence along said Mean Higher High Water Line as follows: N 87-07-14 8, 13,56 feet; 532.02-58 E, 21.05 feet; N 68-07-Q8 E, 19.S7 feet; 5 61-24-17 6,14-94 feet; N 45-45-36 6,1355 feet; N 25-00-56 W, 72-49 feet; Thence 585-4321 W, 42,23 feet, to an interior corner of this herein described tract, said corner being an the west boundary line of said 212-20 acre tract Thence along the west boundary of said 21220 acre tract, N07-00-29 W, 30.33 feet, to the northwest comer ofthis herein described tract, and being on said Mean Higher High Water line; Thence with said Mean Higher High Water Line (Ml1HW) as follows: N 84-40-25 E,16.36feet; S 84-44-33. f 30.3 feet; 503-16-16 E 36.14 feet; 5 72.16-10 E, 17.07 feet; N 33.23-13 E, 27.28 feet S 87-50-01 E, 3047 feet; N 82-2_2-56 6, 49.49 feet; N 87-19-40 8, 40.23 feet S 52-13-54 E; 24.71 feet; 531-48-19 E, 30.33 feet 662 182428 N 37-21-50 W, 9.14 feet; N 48-34-53 E, 60.93 feet; N 88-03-21 E, 61.52 feet; 5 62-33.10 E. 49.74 fees 5135-11-41 E, 51.88 feet; N 79-36-23 E, 36.81 feet; N 6542,45 E, 35.50 feet; 5 79-22-43 E. 56.49 feet; 5 56-38.50 E, 58.76 feet; 542-44-43 E, 11154 feet; $ 52-35-41 E, 46.53 feet; 5 85.05-59 E, 4001 feet 5 60-20-57 E, 12.72 feet, 5 35-27-18 E, 37.43 feet 5 60-04-28 £, 39.02 feet; 5 84-3750 E, 2021 fret; N 59-26-24 E, 36.04 feet N 45-55-05 E, 27.1.0 feet; N 66-55-49 E, 27.43 feet; 5 74-12-19 W, 47.14 feet; N 86-06.05 W,18.83 feet; Thence N74-45-15 W, 16.39 feet, along said Mean Higher High Water Llrre, to the Point of Beginning and containing 52.25 acres cf land, more or less. Notes; 11 Bearings are State ?lane Grid, Texas South zone, NAEP 83. 2) MHHW Line based on TCODN Gauge "Ingleside' 663 AGENDA MEMORANDUM First Reading for the City Council Meeting of January 27, 2015 Second Reading for the City Council Meeting of February 24, 2015 DATE: TO: December 29, 2014 Ronald L. Olson, City Manager FROM: Stacie Talbert Anaya, Acting Director StacieT@cctexas.com 361-826-3494 Fiesta de la Flor lease agreement CAPTION: Ordinance authorizing the City Manager or designee to execute a lease agreement with the Corpus Christi Convention and Visitors Bureau ("CCCVB") for 2015 Fiesta de la Flor event and related activities to be held on April 17, 2015 and April 18, 2015, and allow use of City property including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street. PURPOSE: To approve date, location and consideration for the 2015 Fiesta de la Flor event and related activities April 17-18, 2015. BACKGROUND AND FINDINGS: The Corpus Christi Convention & Visitors Bureau (CC CVB) is in the process of organizing a signature event in Corpus Christi that will attract both locals and visitors. Fiesta de la Flor will be a two-day festival starting April 17 and April 18, 2015, honoring Corpus Christi star Selena Quintanilla-Perez. The CC CVB has been working closely with the Quintanilla family to bring this event to the community. The City of Corpus Christi and the CC CVB have a long-standing relationship in working together to showcase Corpus Christi and promote city assets. This event is expected to draw 50,000 visitors and an estimated $1 million economic impact. The festival location will be at Bayfront Park near the American Bank Center. ALTERNATIVES: Do not approve event agreement. OTHER CONSIDERATIONS: none CONFORMITY TO CITY POLICY: City Council's action is required for lease agreements in conjunction with public events. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating ❑Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 0 Encumbered / Expended Amount This item 0 0 BALANCE 0 0 Fund(s): General Comments: RECOMMENDATION: Staff recommends approval of agreement. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease agreement with exhibits Ordinance authorizing the City Manager or designee to execute a lease agreement with the Corpus Christi Convention and Visitors Bureau ("CCCVB") for 2015 Fiesta de la Flor event and related activities to be held on April 17, 2015 and April 18, 2015, and allow use of City property including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street. 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 lease agreement with the Corpus Christi Convention and Visitors Bureau to conduct the 2015 Fiesta de la Flor event and related activities. The Agreement allows use of City property including the Bayfront park located along Shoreline Blvd. between Resaca Street and Power Street, and provides for CCCVB payment of costs for City services provided for the event. 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 Brian Rosas Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Page 1 of 17 LEASE AGREEMENT FOR FIESTA DE LA FLOR State of Texas § Know All By These Presents: County of Nueces § This short term Lease Agreement ("Lease Agreement") between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), acting through its duly designated City Manager, and the Corpus Christi Convention and Visitors Bureau. ("CCCVB"), a Texas non-profit corporation, acting through its duly designated agent, is in consideration of the covenants contained herein. 1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings. A. City - means the City of Corpus Christi, a Texas home -rule municipality. B. City Attorney - means the City of Corpus Christi's City Attorney or designee. C. City Council — means the City Council of the City of Corpus Christi, Texas. D. City Manager - means the City of Corpus Christi's City Manager, or the City Manager's designee. E. City Secretary — means the City of Corpus Christi's City Secretary, or designee. F. CCCVB — means the Corpus Christi Convention and Visitors Bureau, a Texas non- profit corporation. G. CCCVB's Agent - means a duly authorized representative of the CCCVB. H. Corpus Christi - Nueces County Health District — means a joint entity between the City of Corpus Christi and Nueces County which provides health services to residents of both political subdivisions. I. Event - means the Fiesta de la Flor events and related activities sponsored by the CCCVB, as described in Exhibit A. The Event dates are described in Exhibit B. J. Fire Chief — means the Chief of the City of Corpus Christi's Fire Department, or designee. K. Lease Agreement — means this document, as approved by the City Council and executed by the City Manager. L. Parks Director - means the Director of the City of Corpus Christi's Parks & Recreation Department, or designee. Page 2 of 17 M. Police Chief - means the Chief of the City of Corpus Christi's Police Department, or designee. N. Premises - means the City Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street. O. Risk Manager - means the Director of the City of Corpus Christi's Risk Management Division, or designee. P. Solid Waste Director — means the Director of the City of Corpus Christi's Solid Waste Department. Q. Street Director — means the Director of the City of Corpus Christi's Street Operations. 2. TERM. This Lease Agreement takes effect upon execution by the City Manager. The CCCVB will be entitled to exclusive use of the Premises described below, for the periods identified on Exhibit B. The City Manager may authorize amendment to Exhibit B. 3. PREMISES AND PERMITTED USES. City grants to the CCCVB the privilege of using the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street to conduct its Event. CCCVB agrees to contact SMG and also the South Texas Museum of Art to coordinate traffic plans around the Event locations. 4. PREMISES REVISIONS. Construction along Shoreline or other unforeseen circumstances may impact and change the Premises (Exhibit C) and other parts of this lease. If Exhibit C is revised, new Exhibit C will be executed by the City Manager and CCCVB Agent and filed with the City Secretary and Parks Director, superseding the existing Exhibit C. New Exhibit C becomes effective upon date of last signature. 5. FINAL EVENT LAYOUT DIAGRAM. The CCCVB's Agent must provide the Parks Director a diagram explaining the final Event layout for all related activities at least two weeks prior to the Event. Layout of the Event is subject to the approval of the Parks Director. 6. PLANNING MEETINGS. Two months prior to this year's Event the Parks Director, Director of Street Operations and Police Chief will meet with CCCVB representatives to agree on City Services to be provided and discuss the costs of the City Services for the Event. In addition, the Premises will be reviewed with regard to the areas of set-up, parking, traffic control, barricades, traffic signs, security, fire lanes, and fencing to determine whether Exhibit C needs to be revised by the Parks Director and CCCVB. If revised, new Exhibit C will follow process in §4 PREMISES REVISIONS. CCCVB's Agent may request additional meetings. 7. ADMISSION FEE. CCCVB may charge an admission fee. Special Events connected with CCCVB may charge another fee to help defray the cost of entertainment. Page 3 of 17 8. CCCVB'S FINANCIAL OBLIGATIONS. A. Permit Fees. The CCCVB must pay City all applicable City permit fees as established by City ordinance, including but not limited to the following: one-time Parks and Recreation Large Special Event Permit fee of $400.00, Health Permit/Vendor Fees, Development Services Permit Fees, Traffic Engineering Street Closure Permit Fees and Firework Permit Fee. B. Costs of City Services. City agrees to provide the following services for actual City costs. The current estimate for these City services are provided: 1) Parks and Recreation. Rental of Bayfront Park - $11,000.00 2) Police. Security at Event on Friday: 12 officers and 1 supervisor for 6 hours = $4450; Security at Event on Saturday: 12 officers + 1 supervisor x 13 hours = $9640. Total estimate is $14,090. (This does not include security for afterhours, or money security for the Event). 3) Traffic Engineering. Road Closure ($400.00); Traffic Control plans ($250.00). The Parks Director will invoice the CCCVB for costs of all City services, including but not limited to, services provided for the Event by City Utilities Department, City Solid Waste Department, City Parks and Recreation Department, and City Police Department, and City Fire Department within thirty (30) calendar days after the Event. The invoice will provide an itemized breakdown of the City charges for services rendered. Upon receipt of written request of the CCCVB's Agent, the Parks Director will furnish reasonable supporting documentation of the charges within ten (10) calendar days. CCCVB's failure to pay the undisputed charges on City's invoice within 30 days after submittal to CCCVB shall result in a late payment fee being assessed against CCCVB. The late payment fee shall be calculated to be 5% of the amount due, as shown on City's invoice, less any disputed amounts, and said fee will be added to the net amount payable to the City. C. Weather Considerations If there is a hurricane or other weather activity, or event outside the control of the parties that eliminates the Event or that reduces attendance at the Event by more than 50% from the CCCVB anticipated attendance levels, the City Manager is delegated the authority to adjust the billing of City's Costs. D. Deposit. The CCCVB must pay a deposit of $2,000 at least one month in advance of the Event, made payable to the City. The deposit will be used to reimburse City for any costs incurred for trash pickup, removal of any structures, or repairs and damages to City property. If no costs are incurred and all invoices for City costs are paid, the deposit will be returned to the CCCVB within 30 days after the Event. Page 4 of 17 E. Reimbursement for Damages to City Property. During the course of the Event, damages may occur to City Property. This includes, but is not limited to, damages to the turf, landscaping, utility infrastructure, water and/irrigation lines and related equipment caused by acts or omissions of the CCCVB, its employees, volunteers, invitees, vendors, contractors, or subcontractors. City will give the CCCVB an opportunity to rectify these damages, prior to utilizing the Deposit and finally invoicing the CCCVB for any additional cost of repair. 1. Repairs to Premises. Parks Director will provide the CCCVB's Agent a Punchlist of damages to the City Property authorized for the Event, as defined in §3 PREMISES AND PERMITTED USES, within seven (7) days after the CCCVB has vacated the property, following the conclusion of the Event. CCCVB will have the opportunity to restore all items on the Punchlist to original condition within ten (10) days after receipt of the Punchlist. For any turf or sod damage, the CCCVB must fill and compact all holes. If fill material is needed, it must be approved by Parks Director. If the CCCVB fails to restore any items on the Punchlist, Parks Director may first utilize the Deposit to do so; then invoice the CCCVB for any additional costs. Damages to City property will be billed at the City's cost of repair. 2. Repairs to other City Property. Within 30 days after the conclusion of the Event, the City will provide the CCCVB's Agent an itemized invoice for cost of repairs and damages, if any, on any other City property for the Event. If Deposit is not utilized for repairs to the Premises, any balance will be applied to the itemized invoice amount for the Event. CCCVB will pay City's invoice for damages, within 30 days after City tenders the invoice to CCCVB's Agent, less any amount(s) the CCCVB has disputed. 9. GENERAL PERMITS. CCCVB shall obtain necessary permits from City Departments, as outlined below. A. Temporary Street Closure Permit.. The street closure process will govern any necessary street closures. CCCVB must provide the Street Director and Parks Director its site plan for the Event, application for the requested street closure, and proof of all affected property owners' approval of the proposed temporary street closure, in accordance with City Ordinance. All street closures on a temporary basis are subject to the requirements of City Code of Ordinances. B.Special Event Permit. CCCVB will obtain a Special Event Permits from the Parks & Recreation Department for use of Park property and to authorize water services on Park property, as specified in the City Code of Ordinances. C. Temporary Promotional Event Permit CCCVB will obtain a Temporary Promotional Event Permit from Development Services in order to install electrical service for the Event. Further, a Certificate of Occupancy, which involves inspections, must be completed by the proper inspector, to have all temporary services, such as, Page 5 of 17 food, electrical, plumbing, tents, and structures, inspected. It is the responsibility of the CCCVB to call each inspector for an appointment to inspect and get approval for each temporary service before the Event begins. CCCVB may obtain an Electrical Permit and Tent Permit in lieu of the Temporary Promotional Event Permit to satisfy this requirement. D. Vendor Permit. CCCVB must ensure all mobile food units and temporary food service establishments comply with all requirements of the Corpus Christi-Nueces County Health District for the sale of foods and the protection of the public welfare. CCCVB shall be responsible for payment of all City Health Permit /Vendor and related fees. (For example, the Temporary Food Service Establishment Permit Fees established in City Code of Ordinances § 19-33.) E. Alcohol Vendors. CCCVB must require all vendors to obtain and comply with appropriate permits, including permits from the Alcoholic Beverage CCCVB for the sale of alcohol, from the City for consumption and sale of alcoholic beverages on park land, and must comply with all requirements of the Corpus Christi - Nueces County Health District for the sale of foods and the protection of the public welfare. CCCVB shall be responsible for payment of all City Health Permit /Vendor and related fees. (For example, the Temporary Food Service Establishment Permit Fees established in City Code of Ordinances § 19-33.) Any vendor that sells alcoholic beverages must furnish proof of Liquor Liability Insurance in the same amounts set out in §16 INSURANCE. Said Certificate of Insurance must be furnished to the Risk Manager at least two weeks prior to the starting date of the Event, annually. F. Fireworks Permit. If Fireworks are being hosted, CCCVB must obtain Fireworks Permit from the Fire Department. G.Water Events. For any water events, CCCVB must obtain necessary permits from the United States Coast Guard. H. Additional Permits. CCCVB's Agent shall notify the Parks Director of any special conditions imposed by any permitting agency. I. Music and Movie Licenses. CCCVB is solely responsible for obtaining licenses and permission from copyright owner(s) prior to the performance of music and display of movies at the Event. 10. ADDITIONAL PREMISES REQUIREMENTS A. Barricades, Traffic Signs. The CCCVB must comply with traffic control plan approved by City Traffic Engineer. Street access to Premises may not be blocked or partially blocked without detour signage and alternate street access B. Parking. The CCCVB will provide parking and signage for people with disabilities in close proximity to the entrances of the Event and its related activities Page 6 of 17 C. Signage and Advertising. CCCVB's Agent may request inflatable advertising only for Events that receive national television exposure which must be pre -approved by the Parks Director prior to being installed. On all advertising for the Event, Lessee shall recognize City's contributions to the Event. D. Rest Rooms, Drinking Water and First Aid. The CCCVB must provide adequate portable rest rooms, including restrooms for people with special needs, and drinking water for the public as determined by the Parks Director. A First Aid station must also be provided at each site throughout the duration of the Event and its related activities. E. Fence. CCCVB may provide a temporary six-foot (6') chain link fence, with gates for access, upon prior approval of the Parks Director. The fence will help improve security, crowd control, litter control, and keep bicycles, skateboards, animals, and personal coolers out of the Event area. Exhibit C may be revised to enlarge or decrease the fenced area in accordance with the CCCVB's needs upon Parks Director's concurrence, as outlined in § 4, PREMISES REVISIONS. F. Storm Water System Protection. CCCVB must install screens, approved by City's Executive Director of Public Utilities, across all storm water inlets along Shoreline and within any closed streets within the Premises. Drainage must not be blocked. CCCVB must remove the screens within the non-exclusive use period after the close of the Event. However, CCCVB must remove screens (along with any trash that has accumulated over the screens) immediately if heavy rain is imminent, or upon the direction of the City's Executive Director of Public Utilities. G. Construction. The construction work for displays and stages must be conducted in accordance with City Building Codes and restrictions. Construction that causes damages will only be allowed if CCCVB provides the Parks Director prior written assurances that CCCVB will remedy said damages in accordance with §8 CCCVBS FINANCIAL OBLIGATIONS above and Parks Director approves the construction in writing. H. Temporary Buildings. CCCVB must receive prior written approval from the Parks Director to place any Temporary Buildings on the grounds of the Premises. Otherwise, all temporary buildings moved onto Premises for the Event must be placed and remain on trailers to promote expeditious removal. All these buildings must be removed within the non-exclusive use time period. I. Pavement, Curbs, Sidewalks, Seawall. Any work which involves holes or other changes in any of the Premises including but not limited to, the pavement, curbs, sidewalks, or seawall, requires the prior written approval by City Director of Capital Programs, provided however, that no approval will be given if the work will require subsequent repairs by the City. J. Permissible Vendor Location Markings. No paint or semi-permanent markings will be permitted which in any way obliterate or deface any pavement markings or Page 7 of 17 signs heretofore existing for the guidance of motor vehicles or pedestrians. Chalk markings may be used to pre -mark locations on the sidewalk or street. (Painted markings of any type will only be permitted in grassy areas). 11. CLEAN UP. CCCVB is responsible for trash pickup at the Event. CCCVB must require all food and beverage vendors to clean a designated zone adjacent to their respective booths at regularly scheduled intervals. CCCVB may designate the zone, but it will not be less than 10 feet by 20 feet in the immediate area around each food and beverage booth. The clean up will be hourly and immediately after closing the Event each day. All trash cleaned up must be properly deposited in a trash bag provided by the CCCVB and taken to a location designated by the CCCVB. CCCVB may hire and work its own clean up crew during and after the Event. If the Parks Director determines that additional clean up is necessary, Parks Director will give CCCVB's Agent 2 hours notice to increase services; and if it is still unsatisfactory, Parks Director may authorize use of City workers for reimbursement by CCCVB shall be pay. 12. RIGHT OF CCCVB TO USE PUBLIC STREETS. CCCVB acknowledges that the control and use of Public Streets is declared to be inalienable by the City and except for the use privilege granted herein, this Lease Agreement does not confer any right, title, or interest in the public property described herein. The privilege to use the City property granted herein is subject to the approval of the City Council and the compliance by CCCVB with the terms and conditions contained within this Lease Agreement. 13. EMERGENCY VEHICLE LANES. CCCVB must at all times maintain Emergency Vehicle Lanes upon the Premises as may be designated by the Fire Chief. These lanes must be kept clear of all obstructions. 14. SECURITY. CCCVB must provide uniformed Security Officers during the Event, and after the Event closes each night, until it opens the next day. CCCVB will assign the Security Officers duties. Security Officer means sworn peace officers directly paid by CCCVB. Provided, however, the Police Chief may determine that a security guard service will provide adequate security for the Event, or portions of the Event. If the Police Chief allows a security guard service to provide security, the term "security officer" will include a licensed security guard as well as a sworn peace officer. If the City Police Chief determines it is necessary, the Police Chief will assign Police Officers to provide off-site crowd and traffic control for the Event as needed and include costs of police officers in the costs, §8 CCCVBS FINANCIAL OBLIGATIONS, above. The Police Officers will be assigned duty stations by the Police Chief, or designee. 15. SAFETY HAZARDS. The CCCVB, upon written notice of identified Safety Hazards by the Police Chief, Fire Chief, Parks Director or Risk Manager, must correct the Safety Hazard, within six hours or other time frame included in the written notice of Safety Hazards. Page 8 of 17 16. INSURANCE. CCCVB agrees to comply with attached insurance Exhibit D. In addition, CCCVB's Agent must furnish to the Risk Manager, Commercial General Liability Insurance for the length of the Event and its related activities protecting against liability to the public. The insurance must have a minimum policy limit of $1,000,000 per occurrence for personal injury, death and property damage. CCCVB is required to provide a $1,000,000 Combined Single Limit Automobile Liability Policy, providing coverage for owned, non -owned and hired vehicles. Subcontractors and vendors who will be loading or unloading equipment, temporary structures, carnival rides, stages, bleachers, and any other associated materials to be utilized for the Event must have comparable insurance policies, which must be filed at least two weeks prior to each Event. CCCVB must also furnish insurance in the form of an accident policy for volunteers with minimum limits of $10,000 for death or dismemberment and minimum limits of $5,000 for medical expenses. If alcohol is served at any of the CCCVB's Events on Premises then Liquor Liability Insurance in the amount of $1,000,000 per occurrence must be provided by the entity serving the alcohol. The City must be named as an Additional Insured on all liability policies. CCCVB must furnish the Certificates of Insurance in at least the above minimum amounts to the City's Risk Manager two weeks prior to the non-exclusive use period each year. CCCVB must require all volunteers to sign an accident waiver form that CCCVB must keep on file. The City Attorney will approve the form. In the event of accidents of any kind, CCCVB must furnish the Risk Manager with copies of all reports of the accidents at the same time that the reports are forwarded to any other interested parties. In addition, CCCVB must provide copies of all insurance policies to the City Attorney upon City Manager's written request. Said insurance must not be canceled, non -renewed or materially changed without 30 days prior written notice to the Parks Director. The Risk Manager may increase the limits of insurance upon two (2) months written notice to CCCVB. 17. INDEMNITY. CCCVB shall indemnify and hold City, its officers, agents and employees ("Indemnitees") harmless of, from, and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against Indemnitees on account of injury or damage to person or property to the extent any damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act or omission, negligence, or misconduct on the part of the Indemnitees or on the part of CCCVB or any of its agents, servants, employees, contractors, vendors, patrons, guests, licensees, or invitees ("Indemnitors") entering upon City property to set-up and take-down, hold, attend, or participate in the Fiesta de la Flor event and associated activities, with the expressed or implied invitation or permission of CCCVB, or when any injury or damage is the result, proximate or remote, of the violation by Indemnitees or Indemnitors of any law, ordinance, or governmental order of any kind, or when the injury or damage arise out of, or be caused, either proximately or remotely, wholly or in part, by an act or omission, negligence, or misconduct on the part of the Indemnitors under this Agreement. Page 9 of 17 These terms of indemnification are effective whether the injury or damage may result from the sole negligence, contributory negligence, or concurrent negligence of Indemnitees, and in all cases where Indemnitees' actions are directly related to the Event, but not if the damage or injury results from gross negligence or willful misconduct of Indemnitees. CCCVB covenants and agrees that if City is made a party to any litigation against CCCVB or in any litigation commenced by any party, other than CCCVB relating to this CCCVB Lease Agreement, CCCVB shall defend City upon receipt of reasonable notice regarding commencement of the litigation. 18. NOTICE. Notice may be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand delivered or on the third day after deposit if sent certified mail. Notice must be sent as follows: If to City: Director of Parks and Recreation City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 880-3461 FAX (361) 880-3864 If to CCCVB: Event Manager Corpus Christi CCCVB 101 N. Shoreline Blvd. Suite 430 Corpus Christi, TX 78401 (361)881-1888 FAX (361)888-4998 19. ASSIGNMENT. CCCVB may not assign or transfer this Lease Agreement nor sublease the whole or any part of the Premises or make any alteration therein without the prior written consent of the City. 20. BREACH, TERMINATION. Any failure on the part of CCCVB to perform any of the covenants contained in this Lease Agreement, or any breach of any covenant or condition by CCCVB entitles City to terminate this Lease Agreement without notice or demand of any kind, not withstanding any license issued by City and no forbearance by City of any prior breach by CCCVB is a waiver by or estoppel against City. In case of termination City is entitled to retain any sums of money theretofore paid by CCCVB and the sums inure to the benefit of City as a set-off against any debt or liability of CCCVB to City otherwise accrued by breach hereof. 21. NOT PARTNERSHIP OR JOINT VENTURE. This Lease Agreement may not be construed or deemed by the parties hereto as a partnership, joint venture, or other relationship that requires the City to cosponsor or incur any liability, expense, or responsibility for the conduct of the Event or associated activities. Payments received from CCCVB by the City are compensation for provision of City services as described herein and for the right of CCCVB to use public property for the limited purpose described herein. 22. CITY SERVICES SUBJECT TO APPROPRIATION. The CCCVB recognizes that the services provided by the City pursuant to this Lease Agreement are subject to the City's annual budget approval and appropriation. The continuation of any contract after Page 10 of 17 the close of any fiscal year of the City, which fiscal year ends on September 30 of each year, is subject to appropriations and budget approval. The City does not represent that the expenditures required by the City for the provision of services required by this Lease Agreement will be adopted by future City Councils, said determination being within the sole discretion of the City Council at the time of adoption of each fiscal year budget. 23. COMPLIANCE WITH LAWS. CCCVB must comply with all applicable federal, state, and local laws and regulations, including without limitation compliance with Americans with Disabilities Act requirements, all at CCCVB's sole expense and cost. 24. NON-DISCRIMINATION. CCCVB warrants that they are and will continue to be an Equal Opportunity Employer and hereby covenants that no employee, participant, invitee, or spectator will be discriminated against because of race, creed, sex, handicap, color, or national origin. 25. ENTIRETY CLAUSE. This Lease Agreement and the incorporated and attached Exhibits constitute the entire Lease Agreement between the City and CCCVB for the use granted. All other Lease Agreements, promises, and representations, unless contained in the Lease Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease Agreement and its Exhibits, of the terms, conditions, promises, and covenants relating to CCCVB's operations and the Premises to be used in the operations. The unenforceability, invalidity, or illegality of any provision of the Lease Agreement does not render the other provisions unenforceable, invalid, or illegal. Executed in Duplicate Originals on , 2015. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ronald L. Olson City Secretary City Manager Approved as to form: By: Lisa Aguilar, Assistant City Attorney For the City Attorney Page 11 of 17 CORPUS CHRISTI CONVENTION AND VISITORS BUREAU By: Name: Paulette Kluge Title: CEO Date: 1/15/15 Page 12 of 17 EXHIBIT A Description of the Fiesta de la Flor event and related activities Fiesta de la Flor will kick off on Friday, April 17, 2015 with music entertainment and a screening of the movie Selena on the big, inflatable screen of the Alamo Drafthouse Rolling Roadshow. The festival will continue on Saturday, April 18, with non-stop entertainment featuring some of the best Tejano bands along with other local and regional acts. The festival also will feature a Kids Zone filled with activities and games, food trucks from approved vendors, artisan vendors and a fireworks show at the end of the night. Page 13 of 17 EXHIBIT B Dates of Event: Friday April 17, 2015 and Saturday April 18, 2015 Set up : Thursday April 16, 2015 Take down: Sunday April 19, 2015 EXHIBIT C Depiction of the Premises for the Event LSI Page 14 of 17 91-(E q 9 '8L L HCV 1uen3 a inWeu6iS gs!JN3 sndao3 v Jo ep Tsai 0 Page 15 of 17 EXHIBIT D INSURANCE REQUIREMENTS I. LESSEE'S LIABILITY INSURANCE A. Lessee (CCCVB) must not commence work under this contract until all insurance required 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 any subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager and Director of Parks and Recreation Dept. two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit VOLUNTEER ACCIDENT COVERAGE $10,000 for Accident Death and Dismemberment $$5,000 for Medical LIQUOR LIABILITY $1,000,000 Per Occurrence Page 16 of 17 PERSONAL PROPERTY INSURANCE Lessee, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Lessee must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. An All States Endorsement shall be required if Lessee is not domiciled in the State of Texas. B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Lessee shall be required to submit a copy of the replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Lessee or as requested by the City. Lessee shall pay any costs incurred resulting from said changes. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; Page 17 of 17 • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to stop work hereunder, and/or withhold any payment(s) which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2014 Insurance Requirements Parks and Recreation Dept. Fiesta De La Flor Event 12/29/2014 ds Risk Management AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of January 27, 2015 Second Reading Ordinance for the City Council Meeting of February 24, 2015 DATE: TO: January 2, 2015 Ronald L. Olson, City Manager FROM: Stacie Talbert Anaya, Acting Director StacieT@cctexas.com 361-826-3460 Lease Agreement with Corpus Christi Hispanic Chamber of Commerce for Tex Mex Railroad Depot CAPTION: Ordinance authorizing the City Manager or designee to execute a five year lease agreement with Corpus Christi Hispanic Chamber of Commerce for the use of Tex Mex Railroad Depot located at 1800 block of Chaparral Street, in consideration of improvements to premises and rental payments of $450 per month beginning month 37 increased to $900 per month beginning month 49. PURPOSE: Lease the Tex Mex Railroad Depot to the Corpus Christi Hispanic Chamber of Commerce for office space for its operations. BACKGROUND AND FINDINGS: The Corpus Christi Hispanic Chamber of Commerce (CCHCC) has requested a lease with the City of Corpus Christi for the vacant Tex Mex Railroad Depot at the corner of N. Chaparral St and Hirsch St. The CCHC is planning to rehabilitate the building prior to occupancy. This is a five year lease. The lease payments for the first 36 months (three years) will be waived in lieu of repairs made to the building; payments for months 37-48 (4th year) will be $450; payments for months 49-60 (5th year) will be $900. ALTERNATIVES: Do not approve OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must approve all lease agreements. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal, Parks and Recreation FINANCIAL IMPACT: ❑ Operating XRevenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years (2018-2020) TOTALS Line Item Budget 0 0 0 Encumbered / Expended Amount 0 0 0 This item 0 ($16,200) ($16,200) BALANCE 0 ($16,200) ($16,200) Fund(s): Visitor's Facility Fund 4710 Comments: No lease payments for the first 36 months in lieu of repairs; discounted 50% ($450) for months 37-48 of lease. Full lease payments ($900) for months 49-60 of lease. RECOMMENDATION: Staff recommends that the Council approve the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement with Exhibits Ordinance authorizing the City Manager or designee to execute a five year lease agreement with Corpus Christi Hispanic Chamber of Commerce for the use of Tex Mex Railroad Depot located at 1800 block of Chaparral Street, in consideration of improvements to premises and rental payments of $450 per month beginning month 37 increased to $900 per month beginning month 49. 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 five year lease agreement with the Corpus Christi Hispanic Chamber of Commerce for the use of Tex Mex Railroad Depot located at 1800 block of Chaparral Street, in consideration of improvements to premises and rental payments of $450 per month beginning month 37 increased to $900 per month beginning month 49. 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 Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas day of , by the following vote: Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn That the foregoing ordinance was read for the second time and passed finally on this the day of Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas , by the following vote: Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn PASSED AND APPROVED, this the ATTEST: Rebecca Huerta City Secretary day of Nelda Martinez Mayor LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND CORPUS CHRISTI HISPANIC CHAMBER OF COMMERCE STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES 1 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 his designee ("City Manager"), and the Corpus Christi Hispanic Chamber of Commerce ("Lessee"). WHEREAS, the City is the owner of real property known as the Tex Mex Railroad Depot located at 1823 Chaparral, Corpus Christi Texas, together with all improvements thereon ("Premises"); WHEREAS, Lessee has requested the use of the Premises for the purpose of office space for its operations as the Corpus Christi Hispanic Chamber of Commerce, upon the conditions and covenants contained in this Lease; and, WHEREAS, City desires to allow Lessee to use the Premises for this purpose. NOW, THEREFORE, City and Lessee, in consideration of the mutual promises and covenants contained herein, agree as follows: Section 1 Definitions. (A) City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal corporation. (B) City Manager means the City's City Manager or the City Manager's designee. (C) Council means the City's City Council. (D) Director means the City's Director of Park and Recreation or the Director of Park and Recreation's designee. (E) Finance Director means the City's Director of Finance or the Director of Finance's designee. (F) Lease means this lease document, including all attached and incorporated exhibits. (G) Lessee means Corpus Christi Hispanic Chamber of Commerce. (H) Parks means the City's Park and Recreation Department. z (I) Premises means the Tex Mex Railroad Depot located at 1823 Chaparral, Corpus Christi Texas, together with all improvements thereon. (J) Risk Manager means the City's Director of Risk Management or the Director of Risk Management's designee. Section 2. Purpose. The purpose of this Lease, between City and Lessee, is to enable Lessee to utilize Premises for office space for its business operations. Lessee shall not operate the Premises for any other purpose without Director's prior written approval. Section 3. Term. The City leases the Premises, subject to all terms and conditions of this Lease, to the Lessee on a five year term beginning , effective upon final City Council approval, unless sooner terminated as set out herein. Lessor agrees Lessee may, after occupying Premises for not more than six months, terminate this Lease and vacate the Premises if conditions at Premises are unsuitable for purposes of Lessee. Section 4. Acceptance of Premises Disclaimer: A. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS AS MAY EXIST ON THE PREMISES, AND THAT NEITHER LESSOR, NOR ANY EMPLOYEE OR AGENT OF LESSOR, HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. LESSEE HEREBY WAIVES ANY AND ALL CAUSES OF ACTION, CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES OF HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LEASE. B. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH LESSEE INTENDS TO USE THE PREMISES, AND IS RELYING ON ITS OWN INSPECTION. C. LESSEE ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND IMPROVEMENTS EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE, IF ANY, ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY LESSOR WITH RESPECT THERETO. LESSEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION BY 3 LESSOR WITH RESPECT TO ANY EXISTING STRUCTURES OR IMPROVEMENTS, BUT IS RELYING ON ITS EXAMINATION THEREOF. D. THE PROVISIONS OF THIS Section 4 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. Section 5. Lease Payments. (A) For and in consideration of the rights and privileges herein granted, Lessee agrees to pay the City, on a monthly basis, nine hundred dollars per month. (B) In lieu of the monthly rental fee for the first 36 months, Lessee agrees to make the repairs to the premises listed in Exhibit "A", "the Improvements". The monthly rental fee will be discounted $450 monthly for months 37 to 48 for Lessee's continued repairs to the premise. (C) All rental fees are due and payable on or before the 10th day of each month for the term of this Lease. Payment must be made to the order of the City of Corpus Christi and mailed to the City Collections Department, P. O. Box 9257, Corpus Christi, TX, 78469, or delivered to City Hall at 1201 Leopard Street, Corpus Christi, TX, 78401. Section 6. Construction of Improvements. Prior to commencing any work at the Premises, Lessee shall coordinate with the Director of Parks and Recreation to verify that Lessee has sufficient funds on hand to complete the Improvements. When constructing the Improvements, Lessee shall ensure that the plans and specifications shall be prepared by state -licensed architects or engineers. All proposals, contracts, evidence of contractor insurance coverages and City building and construction permits shall be presented to the City Director of Capital Programs and City Director of Parks and Recreation prior to construction. The plans and specifications are subject to prior written approval of the City Director of Capital Programs and City Director of Parks and Recreation. Lessee shall require the contractors who are awarded contracts for construction of the Improvements to furnish the following bonds by surety companies authorized to do business in Texas: Payment Bond — A payment bon din the amount of One Hundred Percent of the contract shall be furnished for the protection of all persons, firms, and corporations who may furnish materials or perform labor. The payment bond shall be made with City as 4 an obligee. However, this requirement does not apply if the amount of the construction contract is $25,000 or less. Performance Bond. A performance bond in the amount of One Hundred Percent of the contract shall be furnished covering the faithful performance of the contract. The performance bond shall be made with City as an obligee. However, this requirement does not apply if the amount of the construction contract is $100,000 or less. Lessee shall include in all construction contracts for the Improvements, in large, bold face text: "Contractor does hereby agree to release, indemnify, defend and hold harmless City of Corpus Christi, and all of its officials, officers, agents and employees, in both their public and private capacities, from and against any and all liability, claims, losses, damages, suits, demands or causes of action including all expenses of litigation and/or settlement, court costs and attorney fees which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of any property occasioned by error, omission, or negligent act of contractor, its officers, agents, employees, subcontractors, invitees or any other person arising out of or in connection with the performance of the construction contract, and contractor shall at his or her own cost and expense defend and protect the City of Corpus Christi from any and all such claims and demands." Lessee shall also require the contractors in all construction agreements for the Improvements to furnish insurance in such amounts as specified in Exhibit B. Lessee agrees that the Director of Capital Programs or designee, as well as the Director of Parks and Recreation or designee, will make visits to the Premises at intervals appropriate to the various stages of construction, as they deem necessary. Lessee agrees that the Director of Capital Programs or designee will have the authority to reject Work believed to be defective. Lessee agrees to promptly correct all defective work. Lessee agrees that all work performed shall be done in full compliance and in accordance with all federal, state and local laws, ordinances, codes and regulations, including but not limited to the Americans with Disabilities Act and the Americans with Disabilities Act Accessibility Guidelines and such work shall be subject to City inspection during the performance thereof and after it is completed. Lessee shall discharge all obligations to contractors, subcontractors, materialmen, workmen and/or other persons for all work performed and for materials furnished for or on account of Lessee as such obligations mature. Lessee expressly agrees that it will neither give nor grant, nor purport to give or grant any mechanic's or materialmen's lien upon the CITY's property or upon any Improvements thereupon in the process of construction or repair, nor allow any condition to exist or situation to 5 develop whereby any party should be entitled, as a matter of law, to a mechanic's or materialmen's lien against the CITY's property or the Improvements thereon, and Lessee will discharge any such lien within thirty (30) days after notice of filing thereof. Lessee shall conduct its operations under this Agreement in an orderly and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, or endanger others. Lessee agrees that the Improvements listed in Exhibit A shall be completed within six (6) months from date of this Agreement. The complete cost of developing all necessary plans and specifications, as provided in this Agreement, and the cost of construction of the Improvements shall be borne solely by the Lessee at no expense to the City whatsoever. Lessee shall pay all taxes, special assessments, or levies, if any, assessed against the Premises or Improvements. Upon completion of the Improvements, Lessee shall donate them to the City upon acceptance by the City Director of Parks and recreation. Any warranties given to Lessee regarding the Improvements shall be transferred and assigned to the Ctiy at the same time as the Improvements are accepted by the City. Section 7. Utilities. (A) The Premises is wired for telephone service; however, Lessee shall contract separately with a telephone service provider of Lessee's choice for the provision of active telephone service, which service is to be incurred at Lessee's sole expense. (B) The Premises is wired for electrical service and has a separate electric meter. Lessee shall contract for electric service to the Premises. Lessee shall bear the cost of all electricity used at the Premises for the term of this Lease. (C Water and sewage service is available at the Premises. Lessee shall bear the cost of all water and sewage service by the City. (D) Should Lessee require any modification to the provision of the enumerated utilities in this section or require any additional utility service not herein covered during the term of this Lease, Lessee shall submit a request, in writing, to the Director for consideration and possible amendment of this Lease. (E) Lessee shall pay for all utilities related to usage of Premises prior to the due date. Failure to pay any utility bill(s) prior to the due date constitutes grounds for termination of this Lease. 6 Section 8. Abandonment, Interruption of Utilities, Removal of Lessee's Property, and Lockout. Chapter 93 of the Texas Property Code governs the rights and obligations of the parties with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c) removal of Lessee's personal property; and (d) lock out of Lessee. Section 9. Maintenance. During the term of this Lease, Lessee will maintain, at its sole expense, the Facilities and any Improvements on the Property, including without limitation all fixtures connected therewith, and all personal property thereon. Lessee shall obtain, at its own expense, all building permits, all utility services, garbage collection, janitorial services, and similar services. Section 10. Furniture, Fixtures, and Equipment. (A) It is understood that Lessee will be responsible for furnishing and equipping the Premises and that the City has no obligation to furnish any equipment or furnishings for Lessee. (B) All capital construction to the premises, such as installation of plumbing fixtures, remains the property of the City. Section 11. City Use. City retains the right to use or cross the Premises with utility lines and easements. City may exercise these rights without compensation to Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Section 12. Laws Affecting Operation of Premises and Performance. (A) Lessee shall ensure that purpose of its use of the Premises is in accordance with all applicable Federal, State, and local laws, ordinances, rules and regulations. (B) Lessee shall bear the expense and responsibility of meeting all requirements for acquiring all applicable licenses and permits related to its operations. Lessee shall also bear the expense of meeting and complying with all health regulations and Certificate of Occupancy requirements. 7 Section 13. Inspection. Any officer or authorized employee of the City may enter upon the Premises, at all reasonable times and notice, to determine whether Lessee is providing maintenance in accordance with and as required by above, or for any other purpose incidental to City's retained rights of and in the Premises. Section 14. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and none other, and this Lease must be construed conclusively in favor of that relationship. In performing this Lease, both City and Lessee will act in an individual capacity and not as agents, representatives, employees, employers, partners, joint venturers, or associates of one another. The employees or agents of either party shall not be, nor be construed to be, the employees or agents of the other party for any purpose whatsoever. Section 15. Insurance. (A) Lessee shall secure and maintain at Lessee's expense, during the term of this Lease, insurance of the type and with the amount of coverage shown on the Exhibit "B", which is incorporated in this Lease by reference. (B) The Certificate of Insurance must be sent to the Risk Manager prior to occupancy of and operations at the Premises. Lessee agrees to notify Lessor of any substantive change to its insurance coverage. (C) Lessee shall provide, during the term of this Lease, copies of all insurance policies to the Risk Manager upon written request by the City Manager. The Risk Manager shall retain the right to annually review the amount and types of insurance maintained by Lessee, to require increased coverage limits, if reasonably necessary in the interest of public health, safety, or welfare, and to decrease coverage, if so warranted. (D) In the event of any necessary increase, Lessee shall receive ninety (90) days written notice prior to the effective date of the requirement to obtain increased coverage. In the event alcoholic beverages are to be served or consumed on any Premises covered by this Lease, the Lessee shall additionally obtain or cause to be obtained alcoholic beverage liability insurance in the amount of one million dollars ($1,000,000.00) covering the event or time period when alcoholic beverages are to be served or consumed. (E) Lessee shall, prior to any addition or alteration to, in, on, or about the Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Lessee. This clearance is in addition to the prior consent required by Section 19(a), as contained herein. (F) The City carries the property and flood insurance on the building. Lessee is responsible for insuring its own contents. 8 Section 16. Indemnity. In consideration of allowing Lessee to use the Premises, Lessee ("Indemnitor") covenants to fully indemnify, save and hold harmless the City, its officers, agents, representatives, and employees (collectively, "Indemnitees") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on account of injury or damage to person including, without limitation on the foregoing, premises defects, workers' compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part: (1) Lessee's performance pursuant to this Lease; (2) Lessee's use of the Premises and any and all activities associated therewith pursuant to this Lease; (3) the violation by Lessee, its officers, employees, agents, or representatives or by Indemnitees or any of them, of any law, rule, regulation, ordinance, or government order of any kind pertaining, directly or indirectly, to this Lease; (4) the exercise of rights under this Lease; or (5) an act or omission on the part of Lessee, its officers, employees, agents, or representatives or of Indemnitees, or any of them, pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act or omission is caused or is claimed to be caused by the contributing or concurrent negligence of Indemnitees, or any of them, but not if caused by the sole negligence of Indemnitees, or any of them, unmixed with the fault of any other person or entity and including all expenses of litigation, court costs, and attorneys' fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. Lessee covenants and agrees that, if City is made a party to any litigation against Lessee or in any litigation commenced by any party, other than Lessee relating to this Lease, Lessee shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend City in all actions based thereon with legal counsel satisfactory to City, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from any said liability, injury, damage, loss, demand, claim or action. Such indemnity provisions contained in this Section 16 herein apply to the extent insurance (as approved by City in Section 15) may apply for protection of the City and Lessee. Section 17. Alterations. (A) Lessee agrees not to harm the Premises beyond normal wear and tear. B) All alterations, improvements, and additions made by the Lessee upon said Premises, which are permanent in nature, even if made at Lessee's own 9 expense, shall, if not removed by Lessee at any termination or cancellation hereof, become the property of the City in fee simple without any other action or process of law. Lessee agrees to be contractually and financially responsible for repairing any and all damage caused by such removal. If items are installed in such a manner as to become fixtures, such fixtures shall not be removed by Lessee upon termination and shall become the property of the City. Section 18. Signs. (A) Lessee shall not exhibit, inscribe, paint, erect, or affix any signs, advertisements, notices, or other lettering ("Signs") at, on, or about the Premises, or any part thereof, without the Director's prior written approval. (B) City may require Lessee to remove, repaint, or repair any Signs allowed. If Lessee does not remove, repaint, or repair the Signs within ten (10) days of Director's written demand, City may do or cause the work to be done, and Lessee will pay City's costs within thirty (30) days of receipt of Director's invoice. If payment is not timely made, the City may terminate this Lease upon ten (10) days written notice to Lessee. Alternatively, City may elect to terminate this Lease after ten (10) days written notice to Lessee. Section 19. Sublease and Assignment. Lessee understands and agrees that Lessee shall not sublease the Premises or any part thereof without obtaining the prior written consent of the City. Lessee shall not, in whole or in part, assign or transfer directly or indirectly this Lease unless prior written approval has been obtained from the City. Written consent or approval shall not be unreasonably withheld by Lessor. Section 20. Default. (A) The following constitute Events of Default under this Lease: (i) failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. (B) Upon the occurrence of any Event of Default, the City may, at its option, in addition to any other remedy or right given hereunder or by law: (i) give notice to Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than thirty (30) days after the giving of such notice. 10 Section 21. No debts. Lessee shall not incur any debts or obligations on the credit of the City during the term of this Lease. Section 22. Notice. (A) All notices, demands, requests or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; or (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. (C) All these communications must only be made to the following: IF TO CITY: City of Corpus Christi Park and Recreation Department P. O. Box 9277 Corpus Christi, Texas 78469-9277 Attn: Director of Park and Recreation (D) IF TO LESSEE: Corpus Christi Hispanic Chamber of Commerce P.O. Box 5523 Corpus Christi, TX 78401 Attn: Either party may change the address to which notice is sent by using a method set out above. Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 23. Nondiscrimination. Lessee covenants and agrees that it shall not unreasonably discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Premises, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take such action as the United States may direct to enforce this covenant. 11 Section 24. Modifications. No changes or modifications to this Lease may be made, nor any provisions waived, unless the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 25. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond their control including, without limitation, any delays or failures 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. These delays or failures to perform shall extend the period of performance until these exigencies have been removed. Section 26. Surrender. Lessee acknowledges and understands that the lease of the Premises to Lessee is expressly conditioned on the understanding that the Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, 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. Any reasonable costs incurred for repairs or corrections for which Lessee is responsible under this Lease are payable by Lessee to City as additional rental on the next rental payment date, or within 30 days written demand. Section 27. Publication Costs. Lessee shall pay for the cost of publishing the Lease description and related ordinance, if required by the City Charter, in the legal section of the local newspaper. Section 28. Interpretation. This Lease will be interpreted according to the Texas laws that govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 28. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions hereof. 12 Section 29. Casualty. If the Premises become damaged due to weather event, fire, or other natural or man- made disaster, such that the Premises are not deemed safe for occupation by the City Building Official, and repairs are not completed within 30 days of the event of disaster, then either party may terminate this lease upon 30 days written notice to the other party, without penalty. Section 30. Termination. It is Lessee's responsibility to remove its personal property from the Premises prior to termination or expiration of the Lease. Lessee agrees that any of personal property remaining on the Premises after the termination or expiration of the Lease automatically becomes City property without any notice, action, or process of law, for disposition by the City as City deems appropriate in City Manager sole discretion, with no compensation to Lessee. Lessee shall be invoiced for City's costs to remove property from the Premises after termination or expiration of the Lease, and Lessee shall pay said invoice within thirty (30) days of receipt. Section 31. Entirety Clause. This Lease and the incorporated and attached 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, 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 relating to Lessee's operations and the Premises to be used in the operations. Section 32. Severability. (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 or future 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 13 possible and be legal, valid and enforceable, will be added to this Lease automatically by the Court construing such clause or provision to be invalid. EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of , 2015. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ronald L. Olson City Secretary City Manager LESSEE: CORPUS CHRI HISPANIC CHAMBER OF COMMERCE By: Name: l Q.rQ�.G r r }\L1df..�Q. Title: 1 LS ', Date: O\ 71 %, IS APPROVED AS TO LEGAL FORM this day of 2014. By: Lisa Aguilar Assistant City Attorney for City Attorney LNV engineers architects contractors Exhibit A Solutions Today with a Vision for Tomorrow PROPOSAL Date: December 26, 2014 Email / Fax: trodriguez@cchispanicchamber.org To: Corpus Christi Hispanic Chamber of Commerce Project: Railroad Depot Building Remodel LNV, Inc. is please to provide the following proposal: Scope of Work: Supply all labor, materials, equipment and insurance required to: • Siding replacement - $ 10,000 • Flooring refinishing - $ 4,500 • Internal Finish out - $ 45,000 • HVAC ductwork - $ 4,500 • Electrical work for internal finish out - 6,500 • Install new tile in restrooms - $ 4,500 • Estimated Construction schedule for completion will be approx. 150 calendar days TOTAL: $ 75,000.00 Respectfully Submitted LNV, Inc. Chris Martin Vice President of Construction cmartin@Invinc.com This proposal is void if not accepted in writing within 45 days after the date first noted above. However, when executed by both parties, it shall become the contract for the services described above. Date: Signed by Authorized Representative 801 NAVIGATION 1 SUITE 300 1 CORPUS CHRISTI, TEXAS 78408 OFFICE 361.883.1984 1 FAX 361.883.1986 1 WWW.LNVINC.COM EXHIBIT B INSURANCE REQUIREMENTS LESSEE'S LIABILITY INSURANCE A. Lessee must not commence work under this contract until all insurance required 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 any subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager and Director of Parks and Recreation Dept. two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS' COMPENSATION All states endorsement required if Lessee is not domiciled in State of Texas. EMPLOYER'S LIABILITY Statutory $500,000 /$500,000 /$500,000 PERSONAL PROPERTY INSURANCE Lessee, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Lessee must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. An All States Endorsement shall be required if Lessee is not domiciled in the State of Texas. B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Lessee shall be required to submit a copy of the replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Lessee or as requested by the City. Lessee shall pay any costs incurred resulting from said changes. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to stop work hereunder, and/or withhold any payment(s) which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2014 Insurance Requirements Parks and Recreation Dept. Corpus Christi Hispanic Chamber Lease Agreement 12/30/14 ds Risk Management AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: TO: January 27, 2015 Ronald L. Olson, City Manager FROM: Gabriel Maldonado, Interim Procurement Manager gabrielm@cctexas.com (361) 826-3169 Debbie Marroquin P.E., Director of Gas Operations debbiem@cctexas.com (361) 885-6924 Purchase and Installation of Yazaki Chiller CAPTION: Motion approving the purchase and installation of one (1) Yazaki chiller from Coastline Refrigeration, Corpus Christi, Texas based on sole source for a total amount of $72,360.00. Funds have been budgeted by the Gas Department in FY 2014-2015. PURPOSE: The chiller will be used to replace the unit that is not operational at the Gas Department. BACKGROUND AND FINDINGS: The Gas Department has two Yazaki Energy System gas-fired double effect chiller -heater units installed, one of which currently needs to be replaced. Replacing the existing unit with another Yazaki system will result in minimal changes to piping, electrical, and footprint. These minimal changes will result in avoidance of additional cost that would be incurred if a different brand were installed. ALTERNATIVES: Not applicable. 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: Gas Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $232,923.11 $0 $232,923.11 Encumbered / Expended Amount $3,981.15 $0 $3,981.15 This item $72,360.00 $0 $72,360.00 BALANCE $156,581.96 $156,581.96 Fund(s): Gas Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER - GERALD GOODWIN PRICE SHEET SOLE SOURCE YAZAKI CHILLER ITEM DESCRIPTION I QTY I UNIT 1 Purchase & installation of Yazaki chiller 1 Ea Coastline Refrigeration Corpus Christi, TX UNIT TOTAL PRICE PRICE $72,360.00 $72,360.00 TOTAL: $72,360.00 illksT41 REFRIGERATION 12/02/2014 City of Corpus Christi Gas Dept. Attn: Riaz Ahmed 4225 South Port Ave. Corpus Christi, TX 78415 Replacement of CA -V 40 Yazaki Chiller with New Gas Absorber Unit Supply all labor and material to replace Yazaki Absorption Chiller. License No. TACLA23525C Regulated by The Texas Department of Licensing and Registration P.O. Box 12157 Austin, Texas 78711 1-800-803-9202 HUB Cert: 1451030612000 • Remove and correctly dispose of old lithium bromide solution. • Disconnect all Electrical & Piping. • Provide Crane to remove old chiller unit and dispose. • Install new Yazaki model CH -K40, double -effect natural gas-fired chiller -heater. • Reconnect Piping and Electrical components. • Charge and perform startup on new unit. • 1 Year parts and labor factory warranty from startup. Total replacement cost Total Price 572.360.00 Note: Delivery of equipment estimated 12-15 weeks of execution of purchase order to Factory. FOB Exclusions: Repairs or replacement of cooling towers. SIGNATURE REQUIRED FOR AUTHORIZATION TO PROCEED: Moses DeAlejandro Coastline Refrigeration By: Ce11361.442-7661 Title: Fax 361.885.4511 Date: mdealejandro@coastlinerefrigeration.com P 0 #: AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: January 27, 2015 TO: Ronald L. Olson, City Manager FROM: James Davis, Director of Fleet Maintenance iimd@cctexas.com (361) 826-1909 Hosting Services Agreement with AssetWorks LLC CAPTION: Motion approving the Hosting Services Agreement between AssetWorks LLC and the City of Corpus Christi based on sole source for a 36 month term for total amount of $119,100, of which $34,400.00 is required for the remainder of FY 2014-2015. Funds have been budgeted by Fleet Maintenance in FY 2014-2015. PURPOSE: AssetWorks will perform the operation, maintenance, and support of the database software for the applications hosted under this agreement, database security, and data center server operation. BACKGROUND AND FINDINGS: On August 12, 2014, City Council approved the Fleet Management Information System Replacement, which is currently in progress. As per the terms of the previously approved system replacement, the hosting services will be provided by AssetWorks LLC. The attached Hosting Services Agreement is a 36 month term. ALTERNATIVES: Not applicable. 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: Fleet Maintenance FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $45,911.01 $84,700.00 $130,611.01 Encumbered / Expended Amount $512.60 $0.00 $512.60 This item $34,400.00 $84,700.00 $119,100.00 BALANCE $10,998.41 $0.00 $10,998.41 Fund(s): Fleet Maintenance Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Hosting Services Agreement Hosting Services Agreement Between AssetWorks LLC. And City of Corpus Christi (36 Month Term) Hosting Services Agreement Page 1 of 15 Hosting Services Agreement This Application Hosting Services Agreement ("Agreement") is effective as of January 1. 2015 ("Effective Date"), by and between AssetWorks LLC. ("AssetWorks"), with offices located at 998 Old Eagle School Road, Wayne, Pennsylvania, 19087 and the City of Corpus Christi ("Customer"), with offices located at 5352 Ayers Street, Corpus Christi, Texas 78415, on the following terms and conditions: 1. AGREEMENT OVERVIEW AssetWorks operates a Data Center ("Data Center"), located at 998 Old Eagle School Rd., Wayne, PA 19087, and provides associated services to support customers that wish to outsource the operation and maintenance of computer applications listed in the Scope of Services as referenced in Attachment 2. This Agreement describes the services to be provided by AssetWorks ("Hosting Services") the respective responsibilities of the parties, the service level objectives ("SLOs"), and the problem management process. This Agreement incorporates the following Attachments that shall be considered an integral part of this Agreement: • Attachment 1 Service Level Agreement • Attachment 2 Scope of Services • Attachment 3 Fee Schedule 2. SERVICES AssetWorks will perform the services ("Services") as described in the Scope of Services, set forth in Attachment 2. The general scope of services addressed by this Agreement includes the operation, maintenance, and support of the: • Database software for the Applications hosted under this agreement • Database security • Data Center server operation The scope of services specifically excludes operation and maintenance of the following: • Customer hardware, including Customer's servers, printers, network hardware (including routers and switches) and other Customer site computing equipment; • Customer application software other than noted in the Scope of Services; and • Customer Local Area Networks ("LAN") • Customer network infrastructure for connecting to the Internet and to the AssetWorks Data Center The Services shall be provided subject to the Terms and Conditions, which follow. • 3. TERM Subject to Customer's annual appropriation of funds during its annual budget process, the Term of the Agreement shall commence as of the Effective Date and shall continue for three (3) years ("Initial Term") unless terminated earlier as set forth below.. Hosting Services Agreement Page 2 of 15 4. FEES AND PAYMENT Customer shall pay AssetWorks the applicable fees as set forth in the Fee Schedule, Attachment 3. AssetWorks shall invoice Customer monthly, in advance, and all invoiced fees shall be due and payable within 30 days of the date of an invoice. Monthly invoices shall include charges defined in Attachment 3. All payments shall be made in United States Dollars without deduction for any taxes or withholding or other offset. The preferred means of payment is by electronic funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed Wire) or Direct Deposit (ACH). For payment by EFT: Wells Fargo ABA/Routing #122105278 Swift Address: WFBIUS6S Account#5076434348 For payment by check: AssetWorks P.O. Box 202523 Dallas, TX 75320-2525 Any amounts not paid when due will be subject to interest accrued in accordance with the Texas Prompt Payment Act, Texas Government Code Chapter 2251 -.Interest payments that are accrued during billing disputes should be credited back to the Customer if said dispute is found to be through no fault of the Customer. A Customer will be considered delinquent if payment in full is not received forty-five (45) days from the date of the invoice. AssetWorks reserves the right to suspend or terminate this Agreement and Customer access to the Service if the Customer account becomes delinquent and is not cured within ten (10) days. Customer will continue to be charged and hereby agrees to pay for Service during any period of suspension. Customer's failure to pay any invoice after this ten (10) day period shall constitute a material default hereunder and shall entitle AssetWorks to exercise any and all rights and remedies provided herein or at law including a suspension of Services under the Agreement. If Customer or AssetWorks initiate termination under any provision of the Agreement, Customer will be obligated to pay the balance due on their account computed in accordance with the Fee Schedule in Attachment 3. Customer agrees that they may be billed for such unpaid fees. In the event of a dispute between the parties that does not result in a termination of the Agreement, Customer agrees to make all Monthly Service Fee payments due under the Agreement pending the resolution of the dispute. Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay AssetWorks in full for Services provided to Customer under this Agreement within 30 days of the invoice date. 5. CUSTOMER RESPONSIBILITIES The Customer is responsible for: • Assigning a primary and alternate Customer representative to coordinate all communications and activities related to AssetWorks services. • Providing user identification data and determining the appropriate security profile for each user. Customer will control security at the Application level. • All printing. No print job will print at the Data Center and all physical printing requirements will be handled by the Customer. • The purchase and installation of printers at Customer's sites for the Application being utilized as defined in the Scope of Services. Hosting Services Agreement Page 3 of 15 Installation, operation and maintenance of all workstation software (and Customer's LAN, existing data communications configuration, hardware, or software required at the Customer's site except as otherwise stipulated in the Scope of Services. AssetWorks network and network responsibility extends from the AssetWorks routers at AssetWorks' sites to all connected equipment at AssetWorks' sites. • Testing updates and fixes applied by AssetWorks to Applications used by Customer. With the exception of emergency fixes, Customer will test updates and fixes prior to their introduction to the Production environment within a mutually agreed upon time frame. • Testing upgrades. Upgrades will be moved to production by the AssetWorks at the end of the Customer testing period unless specific problems are documented in writing to AssetWorks. • Diligent analysis of suspected problems to determine their specific nature and possible causes before calling the AssetWorks for assistance. Notwithstanding this diligence requirement, Customer is responsible for informing AssetWorks of any problems encountered in a timely manner. 6. OWNERSHIP OF SOFTWARE AND DATA Customer shall not obtain any ownership rights, title or interest in the software, hardware or systems developed or employed by AssetWorks in providing Services under the Agreement. AssetWorks shall not obtain any ownership rights, title or interest to Customer's data files. Upon expiration or termination of the Agreement for any reason, AssetWorks agrees to provide Customer with a copy of Customer's data files, as they exist at the date of expiration or termination. Nothing contained herein is intended to modify the Customer's rights under a separate license agreement between Customer and AssetWorks. 7. WARRANTY DISCLAIMER/LIMITATION OF LIABILITY With respect to Services to be performed by AssetWorks under this Agreement, AssetWorks warrants that it will use reasonable care and skill in the provision of the Services, and that the Services will be performed in a professional, competent, and timely manner by AssetWorks appropriately qualified and trained staff. Except as expressly set forth herein, provider disclaims all warranties relating to the services or deliverables provided hereunder, including but not limited to any warranty of fitness for a particular purpose or merchantability. Provider shall not be liable for any punitive, indirect, incidental, special or consequential damages, including but not limited to lost data or lost revenues or profits, however arising, even if provider has been advised of the possibility of such damages. Except for claims for personal injury, death, property damage or infringement, AssetWorks' liability for any and all damages (including attorney's fees) under this Agreement shall in no event exceed fees paid to AssetWorks during the Initial Term. 8. TERMINATION A. TERMINATION FOR DEFAULT A Default shall occur if: (1) a party fails to perform any of its material obligations under the Agreement and such failure remains uncured for 30 days after receipt of written notice thereof; or (2) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. If Default occurs, the non -defaulting party, in addition to any other rights available to it under law or equity, may withhold its performance hereunder or may terminate the Agreement by written notice to the defaulting party. Unless otherwise provided in the Agreement, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. B. TERMINATION FOR CONVENIENCE AND FOR NON -APPROPRIATION OF FUNDS Customer may terminate this agreement at any time for convenience with or without cause upon thirty (30) days written notice. Hosting Services Agreement Page 4 of 15 Customer may terminate this agreement at any time upon thirty (30) days written notice for non - appropriation of Customer funds for this Agreement during the Customer's annual budget process. In the event of termination by the Customer due to non -appropriation of funds, the Customer shall only be responsible for payment of monthly fees through the end of the fiscal year for which funds were appropriated by the Customer for this Agreement 9. GOVERNING LAW; VENUE The Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to choice of law principles. Subject to Section 20 below, the parties agree that the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. Federal courts in the State of Texas. Both parties consent to the jurisdiction of such courts and waive any objections regarding venue in such courts. 10. ASSIGNMENT Neither the Agreement nor any duties or obligations hereunder shall be assigned or transferred by Customer without the prior written approval of AssetWorks, which approval may be withheld in the reasonable judgment of the AssetWorks. Customer agrees that AssetWorks may assign its obligations to a third party subject to Customer's prior written approval of such change, but AssetWorks shall remain responsible for performance under the Agreement. All fees will remain intact as outlined in Attachment 3. 11. SEVERABILITY If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. 12. ENTIRE AGREEMENT The Agreement and any schedules and exhibits thereto contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous proposals, discussions, agreements, understandings, commitments, representations of any kind, whether oral or written, relating to the subject matter hereof or the Services to be provided hereunder. 13. FORCE MAJEURE Neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Providers, or other communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the other for any liability claims, damages or other loss caused by or resulting from a Force Majeure Occurrence. 14. WAIVER No provision of the Agreement may be waived unless in writing, signed by both of the parties hereto. Waiver of default of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent default of such provision, nor shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision. Hosting Services Agreement Page 5 of 15 15. AMENDMENTS, SUPPLEMENTS The Agreement may be amended or supplemented only by the mutual written consent of the parties` authorized representative(s). 16. BINDING EFFECT, BENEFITS The Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Notwithstanding anything contained in the Agreement to the contrary, nothing in the Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of the Agreement. 17. NOTICES All notices under the Agreement will be in writing and will be delivered by personal service, certified mail, postage prepaid, or overnight courier to such address as may be designated from time to time by the relevant party, which initially shall be the addresses set forth on the signature page to the Agreement. Any notice sent by certified mail will be deemed to have been given five (5) days after the date on which it is mailed. 18. HEADINGS The Section headings in the Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of the Agreement or of any particular Article or Section. 19. AUTHORIZATION Each of the parties represents and warrants that the Agreement is a valid and binding obligation enforceable against it and that the representative executing the Agreement is duly authorized and empowered to sign the Agreement. 20. DISPUTE RESOLUTION The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of the dispute (Dispute). If the dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. If the parties are unable to resolve any dispute at the senior management level, then either party may pursue any available legal remedy. 21. RELATIONSHIP OF PARTIES The relationship of the parties shall at all times be one of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties. 22. CONFLICTING PROVISIONS This Agreement and all of the exhibits, schedules, and documents attached hereto are intended to be read and construed in harmony with each other, but in the event any provision in any attachment conflicts with any provision of this Agreement, then this Agreement shall be deemed to control, and such conflicting provision to the extent it conflicts shall be deemed removed and replaced with the governing provision herein 23. COUNTERPARTS The Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 24. COUNSEL By execution of this Agreement, each of the Parties acknowledges and agrees that it has had an opportunity to consult with legal counsel and that it knowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions contemplated by the Agreement, the provisions of any federal, state or local law, regulation or ordinance notwithstanding. Hosting Services Agreement Page 6 of 15 25. SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representative(s). 26. DISCLOSURE OF INTERESTS FORM. AssetWorks will complete the submit a completed Disclosure of interests form. 27. INSURANCE. AssetWorks will provide insurance in accordance with the attached Exhibit. "AssetWorks" "Customer" AssetWorks LLC. Customer Name: John H. Hines III Name: i arrike5 tic .V' S Title: President Title: dirt pea -Mak -tem. A ci-- LbS4 Sign: Sign: Xif Date: 12/30/14 Date: Address: Address: 998 Old Eagle School Road Suite 1215 Wayne, PA 19087 P.O. Box 9277 Corpus Christi, TX 78469 Telephone (610) 687-9202 Telephone: (361) 826-1909 Fax (610) 971-9447 FAX: (361) 826-1905 Hosting Services Agreement Page 7 of 15 Attachment 1 - Service Level Agreement This Service Level Agreement ("SLA") is intended to provide an understanding of the level of service to be delivered by the AssetWorks for the Services specified in Attachment 2. The service levels set forth below apply to the Services provided by AssetWorks under the Agreement. AVAILABILITY AssetWorks will use commercially reasonable efforts to provide Services with an average of 95% Availability (as such term is hereinafter defined) for each quarter during the Term. For purposes of the Agreement, "Availability" during any quarter refers to an Authorized User's ability to log into the Application during such quarter, and will be calculated in accordance with the following formula: x=(y_z)ly* 100 Where, • "x" is the Availability of the Application during the quarter; • "y" is the total number of hours in such quarter minus the number of hours during such quarter that the Customer is unable to log into the Application because of (a) regularly scheduled maintenance windows for the Application and for times in which Customer has been notified in writing (including e-mail) by AssetWorks in advance thereof; (b) a Force Majeure Event; (c) non-performance of hardware, software, ISP connections, and other equipment that is not provided by AssetWorks or certified by AssetWorks for use in conjunction with the Services (except as such non-performance is directly or indirectly caused by AssetWorks). • "z" is the number of hours in such month during which the Customer is unable to log into the Application (other than for reasons set forth in the definition of "y" above); provided that AssetWorks has been notified or is otherwise aware (or reasonably should be aware) of Customers inability to utilize the Application. FEE ADJUSTMENT In the event that AssetWorks does not meet the Availability levels set forth below, the amount of fees payable by Customer will be reduced as follows: In the event the average Availability for the Application is less than ninety five percent (95%) during any two consecutive quarters, Customer will receive a credit to its account with AssetWorks of five percent (5%) of the amount of a quarter's aggregate AssetWorks Hosting Services fees paid or payable by Customer to AssetWorks. AssetWorks` obligation to provide Customer with fee adjustments as set forth above is conditioned on Customer providing detailed written notice to AssetWorks of its contention that AssetWorks was unable to meet the applicable Availability levels. Upon receipt of such notice, AssetWorks shall have thirty (30) calendar days to investigate the contention. If, at the end of the thirty (30) calendar day period it is determined that AssetWorks did in fact fail to meet the applicable Availability levels, Customer will receive the appropriate credit to its account during the next invoice cycle. Hosting Services Agreement Page 8 of 15 Attachment 2 - Scope of Services All of the services, functions, processes, and activities described below will be collectively described as the "Services" for purposes of this Agreement. All Services will be provided by AssetWorks to and for the Customer's benefit in a manner that will meet the objectives outlined in Attachment 1. Application Application refers to the Customer's software licensed from AssetWorks pursuant to a separate license agreement which software may include aro Party Software. The Application is hosted by AssetWorks pursuant to this Agreement. Support Software Support Software includes the operating system, utilities, database software, and all necessary licenses required to operate the Application and provided by AssetWorks as part of the Services. Hardware Server infrastructure located in Wayne, PA, to maximize uptime. If required by Customer, Customer shall provide the telecommunications equipment (including the routers to be installed at the Data Center), communication line, and services for connection from Customer's site to the Data Center. Database Instances AssetWorks will maintain a single Production Database instance. This Production Database will provide the daily, real-time transaction data to the Application users. In addition to the Production Database, AssetWorks will maintain one additional, non -production Database (Test). Upon request by Customer, AssetWorks will populate these additional Databases with Customer's Production data up to 4 times in any 12 month period at no additional cost. Backups For customers hosted in our data center in Wayne, PA, full database and incremental file system backups are taken each night and stored at an offsite facility. Backup data is retained for 14 days. Hours of System Operations The Application will be accessible and available to the Customer and capable of any and all normal operating functions 24 hours a day, seven days a week except for periods of Scheduled Maintenance and previously approved outages. AssetWorks will not be held responsible for inaccessibility arising from communications problems occurring anywhere beyond the AssetWorks side of the router resident at the Data Center, nor will these hours of unavailability be counted as unavailable. Data Center Maintenance AssetWorks will complete routine maintenance on the Application according to the published schedule. AssetWorks will publish schedules for subsequent years on its Customer Support web site. AssetWorks will provide at least 30 days notice to any changes in the schedule. If AssetWorks is required to perform additional maintenance outside of the Scheduled Maintenance window, it will notify the Customer in writing of its request. The Customer and the AssetWorks will mutually agree on the downtime, which will then beeconsidered a period of Scheduled Maintenance. Application Maintenance 1. Correction of Deviations Hosting Services Agreement Page 9 of 15 In the event that the Customer encounters an error andlor malfunction ("Deviation") in the Software, the Customer shall communicate the circumstances and any supporting information to AssetWorks. Upon receipt, AssetWorks will respond as follows: a. In the event that, in the mutual and reasonable opinion of AssetWorks and Customer, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the Deviation and distribute the correction in accordance with AssetWorks' normal Software revision schedule. b. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists a Deviation that does constitute a serious impediment to the normal intended use of the Software, AssetWorks will take such steps as are reasonably required to correct the Deviation in a commercially reasonable time frame. 2. Software Revisions. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter "Revisions"). No charge shall be made to the Customer for either Mandatory Revisions or Optional Revisions. 3. Telephone Hotline Assistance AssetWorks shall make available technically qualified personnel to respond to alt reasonable telephone requests, Monday through Friday, excluding State holidays, during normal business hours, that may be made by the Customer relating to the application and operation of the Software. At other times such personnel are available by beeper for emergencies. 4. Technical Literature AssetWorks shall make available to the Customer on line all technical literature that is considered by AssetWorks to be relevant to the Software and its use within the scope of Customer's operations. 5. Proper Use a. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused. b. In the event that the Customer or its agents misuses the Software or data files, including, but not limited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software, although AssetWorks is not obligated to correct such misuse, AssetWorks shall be entitled to attempt to correct the situation, if possible, at Customer's expense. c. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion of AssetWorks and the Customer, relates to problems not caused by a Deviation in the Software, such assistance shall be at the Customer's expense Hosting Services Agreement Page 10 of 15 Attachment 3 -- Fee Schedule This section provides the fees payable to AssetWorks. License fees are governed by a separate Software License Agreement between the parties. Start -Up Fee, Hosting The Hosting Set -Up fees are as follows for a 36 -Month contract: $7,500 Service Fees Structure AssetWorks will invoice Customer in advance on a monthly basis. The monthly service fees will begin on the effective date of this Agreement. Monthly fees for Services described on Attachment 2, including Application Maintenance. $ 3,100 HOSTING SERVICES F(eetFocus Hosting Environment Setup One-t$me',setup fee 5 5,000 $ 5 000 External Reporting Database o ie -urate letup fee S 2. § Zs One, me setupiees, extluiing relevant $ 7,5 0 FieetFoaus Hosting FiXed monthly fee up to 2000 units $ 2.1,3:60051351060i. �tiu Reporting Database Fixed, monthly fee, per server $ 500 $ FuelFocus hosting Per ICU 5 50 $ 100 Montht,�hosfing fee, excluding relevant taxes: $ 3;100: 36monlir a, moment One time setup fees $ 7,500` 1styear hosting $ 37,200 1st Year total S 44,700 Ad-hoc Reporting Database The Ad-hoc Reporting Database setup fees are as follows for a 36 -Month contract: Fee Adjustments For additional Customer database instances requested beyond the existing Production and Test instances, a one-time fee will be charged for creation and a per month fee will be charged as long as the instance exists at the Data Center. Additional Database Creation Fee Monthly Service Fee for Additional Database Monthly Service Fee for Ad-hoc Reporting Database Professional Services Fees Work requested by Customer beyond that described in Attachment 2, will be charged at the following rates. Before any work is done which would incur charges billed as Professional Services Fees, the AssetWorks will supply a proposal describing the work and providing an estimate of hours, cost, and completion date. Customer approval will be required before work can begin. Project Management, per hour Training and Subject Matter Expert Consulting, per hour Development, per hour Service Termination Fee If Customer terminates this Agreement other than pursuant to Section 8A, "Termination for Default," of the Agreement, a Service Termination Fee equal to 100% of the current Monthly Service Fees will be billed monthly until the end of the then current fiscal year of the Customer. . Additionally, in the event of termination by the Customer due to non -appropriation of funds during the Customer's annual budgetary process, the Customer shall only be responsible for payment of monthly fees through the end of the fiscal year for which funds were appropriated for this Agreement. Hosting Services Agreement Page 11 of 15 Travel Expenses In addition to the fees set forth above, with prior written approval from the Customer, Customer shall reimburse AssetWorks for reasonable air fare, meals, ground transportation, and other reasonable travel and living expenses incurred by AssetWorks in support of the Agreement during provision of support services at the Customer site. AssetWorks will adhere to the Customer's Travel Polices to the extent possible. Adjustment of Fees The fees set forth above shall remain in effect during the duration of the Initial Term of this Agreement beginning on the Effective Date. Hosting Services Agreement Page 12 of 15 EXHIBIT INSURANCE REQUIREMENTS CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Director of Fleet Services, 2 copies of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate PROFESSIONAL LIABILITY (Errors & Omissions) $1,000,000 per cliam AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS' COMPENSATION EMPLOYER'S LIABILITY Statutory $500,000 /$500,000 /$500,000 Hosting Services Agreement Page 13 of 15 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Hosting Services Agreement Page 14 of 15 • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 Insurance Requirements Fleet Services — Fleet Maintenance Management Software — Hosting Agreement 12/18/2014 ds Risk Management Hosting Services Agreement Page 15 of 15 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: TO: January 16, 2015 Ronald L. Olson, City Manager FROM: Wes Pierson, Assistant City Manager (361) 826-3082 wesp@cctexas.com Extending the time for completion of the waterpark for Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD CAPTION: Resolution regarding the City of Corpus Christi's Chapter 380 Economic Development Agreement with Upper Padre Partners, L.P., and North Padre Waterpark Holdings, LTD. (collectively, "Developer"), extending the time for completion of the waterpark on Padre Island in order for Developer's qualification for certain incentives under the agreement PURPOSE: The resolution will extend the deadline for completion of the Waterpark from February 24, 2015 until September 30, 2015 as described in Article 4.1 (B) of the Chapter 380 agreement between the City of Corpus Christi and the developer, Upper Padre Partners,L.P. BACKGROUND AND FINDINGS: Upper Padre Partners negotiated with the City for incentives to develop a waterpark and other features on Padre Island. On May 22, 2012 the City Council approved the Chapter 380 agreement which provided for sharing of various taxes including sales, hotel and occupancy, and property taxes. The agreement required that the construction for the waterpark feature commence within 9 months of the effective date of the agreement which was May 22, 2012. The Developer began construction on February 15, 2013. They have been under construction since that time. The Developer is required to have completed the waterpark within 24 months from the commencement of construction. The waterpark must be complete by February 22, 2015. There is a clause in 4.1 (B) that allows the City Manager or designee to approve an extension of that date subject to City Council approval. The waterpark was envisioned to be completed in phases. With Phase one being a waterpark equal to the Schlitterbahn located on South Padre Island next to Brownsville, Texas. The waterpark has grown in scope and now is being constructed to include both phase one and phase two. This has extended the construction timeline and Upper Padre Partners will not be able to complete construction in time to remain in compliance with the agreement. The Developer's have asked for an extension. The City has not paid incentives under the Chapter 380 agreement and is under no obligation to pay until the terms of the agreement are met. This extension is also based on the Developer's payment of the construction debts for which liens have been filed. Attached to this agenda is a letter from the bank that is financing this project which states their commitment to seeing this project through to completion and to resolving any outstanding liens or legal issues. ALTERNATIVES: The Council may consider denying the requested extension. Such a denialwould have a detrimental effect on the overall development. The extension does not require any payments from the City. This is still a performance based agreement where the Developer must complete construction and open the various parts of the project and pay the taxes before any incentives are refunded. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: The staff recommends that the City Council extend the deadline for completion of the waterpark. This will ensure that the project continues. LIST OF SUPPORTING DOCUMENTS: Resolution Letter from IBC Bank Chapter 380 Agreement RESOLUTION REGARDING THE CITY OF CORPUS CHRISTI'S CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT WITH UPPER PADRE PARTNERS, L.P., AND NORTH PADRE WATERPARK HOLDINGS, LTD. (COLLECTIVELY, "DEVELOPER"), EXTENDING THE TIME FOR COMPLETION OF THE WATERPARK ON PADRE ISLAND IN ORDER FOR DEVELOPER'S QUALIFICATION FOR CERTAIN INCENTIVES UNDER THE AGREEMENT WHEREAS, on May 24, 2012, the City of Corpus Christi ("City") entered into a Chapter 380 Economic Development Incentive Agreement ("Agreement") with Upper Padre Partners, L.P., and North Padre Waterpark Holdings, Ltd. (collectively, "Developer"), for the construction and completion a waterpark on Padre Island, as defined by the Agreement, in order to benefit the economic health of the City and the quality of life of local and visiting persons; WHEREAS, under Section 4.1(B) of the Agreement, the Developer had to complete the waterpark within 24 months of commencing construction of the waterpark in order to qualify for the Chapter 380 payments contained within the Agreement, a deadline which will take place in February 2015; WHEREAS, Section 4.1 (B) of the Agreement also requires a Resolution by the City Council in order to extend the completion deadline for the waterpark by partial exception of this same provision for completion; and WHEREAS, the City Council finds that it is in the best interest of the City to extend the completion deadline due to the increased scope of the waterpark and related development on Padre Island, which will bring additional tourism and related economic and quality of life enhancements to the City; and WHEREAS, the City Council is concerned that mechanic's liens have been placed against the waterpark property that have come to the City Manager's attention and been made know to the public; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: The completion deadline for the waterpark on Padre Island of February, 2015, contained within the Chapter 380 Economic Development Incentive Agreement with Developer dated May 24, 2012, is extended until September 30, 2015, to coincide with the last day of the City's 2014- 2015 fiscal year and give Developer sufficient time to complete Phase 1 of the waterpark. The City Council expects that Developer will promptly satisfy any mechanic's liens and other outstanding debts regarding the waterpark property. Date: February 10, 2015 Attest: Rebecca Huerta, City Secretary NELDA MARTINEZ, MAYOR CITY OF CORPUS CHRISTI Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Rioj as Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn IBC International Bank of Commerce International Bank of Commerce 130 East Travis, PO Box 47526 San Antonio, TX 78205 15th of January, 2015 Ronald L. Olson City Manager The City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Mr. Olson, This letter is to provide you an update on our involvement in the Schlitterbahn Upper Padre Water Resort being constructed in Corpus Christi, Texas by Henry and Sons Construction (general contractor), and owned by Upper Padre Partners, LP. Yesterday afternoon our Board of Directors approved two separate credit facilities, which in conjunction with a separate credit facility provided by Axys Capital, will be used to complete the project. IBC and Axys loan documents are currently being circulated for comment between the various parties, and we are hopeful for a closing within the next thirty days. The title company along with our borrower's council is currently gathering releases and dismissals on the various mechanics liens and lawsuits that have been filed. As an institution, IBC is still very excited to be a participant in the project, and it is important to note that construction has never stopped on the site. We believe that the scope changes will only enhance the positive economic impact the project will have on the local community. Please contact me with any questions. Respectfully, 'plegate nt Vice President mercial Lending Department michaelapplegate@ibc.com PH: 210-518-2575 CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND UPPER PADRE PARTNERS, LP AND NORTH PADRE WATERPARK HOLDINGS, LTD Page 1 of 26 Schlitterbalm 380; CPY 5-18-12 CHAPTER 38Q ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Chapter 380 Economic Development Incentive Agreement ("Agreement") is entered into as of f1A$—t/ :34. , 2012 by and among the CITY OF CORPUS CHRISTI, TEXAS, a home rule city ("City"), UPPER PADRE PARTNERS, L.R, a Texas limited partnership ("Upper Padre Partners"), and NORTH PADRE WATERPARK HOLDINGS, LTD, a Texas limited partnership ("Operator") and together with Upper Padre Partners, the ("Developer"). RECITALS WHEREAS, the Developer desires to develop SCHLI TTERI3AHN BEACH COUNTRY as mere particularly described in the conceptual plan for the project attached hereto as Exhibit "A" (the "Project" as more particularly defined below), in Corpus Christi, Texas; and WHEREAS, the City has established a program in accordance with Article III, Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under which the City has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the City; and WHEREAS, the Corpus Christi City Council has adopted Resolution No. OQ,,q Lt , authorizing City to make certain economic development grants up to approximately $112,116,878 to Developer in recognition of, conditioned upon and derived from the positive economic benefits that will accrue to City through Developer's development of a waterpark resort project together with certain public improvements for the benefit of City, at an approximate Capital Investment by Developer of $552,000,000, all as more particularly described herein on EXHIBIT "A;" and WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has entered into a separate Business Incentive Agreement with Operator, attached hereto as EXHIBIT "B," in which the Type A Corporation agrees to reimburse Operator for the costs of certain infrastructure improvements related to the Park District only, as authorized by Chapter 501 of the Local Government Code and approved by the Type A Corporation, in an amount not to exceed Five Million Dollars ($5,000,000); and WHEREAS, the payments to Developer under this Agreement are exclusively performance --based so that no payments will he made to Developer until and unless the Districts or features within the Districts, as described below, are constructed and operated, resulting in tax revenues Einem each completed District or feature which then will provide income to the City and the payments to Developer, described herein. WHEREAS, Developer estimates the total Capital Investment in the Project (as defined herein) will be approximately Five Hundred Ditty Two Million Dollars ($552,000,000), which includes the following: 1) approximately Seventy Million Eight Hundred Seventy -Two Thousand Dollars ($70,872,000) in Capital Investment for the "Park District," as defined herein, of the Project, within which a) "Park District A," as defined herein, shall not include a golf course and b) "Park District B," as defined herein, shall include a golf course; and Schlittcrbalr TSO; CPY 5-18-12 Page 2 of 26 2) approximately One Hundred Eighteen Million Dollars ($118,000,000) in Capital Investment for the "IslandWalk District," as defined herein, of the Project; and 3) approximately One Hundred Eighty -Seven Million Three Hundred Forty -Three Thousand Dollars ($187,343,000) in Capital Investment for the "Resort District," within which a) approximately Ninety -Six Million Five Hundred Eighty -Nine Thousand Dollars ($96,589,000) will be invested in "Resort Rentals," as defined herein, and b) approximately Ninety Million Seven Hundred Fifty -Four Thousand Dollars ($90,754,000) will be invested in "Resort Residential," as defined herein, of the Project; and 4) approximately One Hundred Seventy Five Million Dollars ($175,000,000) in Capital Investment for the "Marina District," as defined herein, of the Project, all as more particularly described herein and in the field notes and metes and bounds attached hereto as EXHIBIT "C," provided however that except for the Park District, which will be developed strictly as defined herein, the features within the IslandWalk District, the Resort District and the Marina District may be built in a different District than as defined herein, within the Project boundaries; and WHEREAS, the City has concluded and hereby finds that this Agreement promotes economic development in the City of Corpus Christi and, as such, meets the requirements under Chapter 380 and the City's established economic development program, and, further, is in the best interests of the City, Operator and Developer; and WHEREAS, the City recognizes the positive econornic impact that the Project will bring to the City through development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, the attraction of new businesses, and the additional tax revenue generated by the Project for the City; and WHEREAS, inconsideration of the development, construction and building of the Park District, the IslandWalk, the Resort District and the Marina District, which will assist in stabilizing the existing Sales Tax Revenues, Property Tax Revenues and Hotel Occupancy Tax Revenues (as defined herein) to the City and create approximately 40 full time and 300 part time jobs loeated at the Project, the City agrees to use such funds in order to provide the Reirnbursement Amount (as defined herein) to the Developer directly in the amount described in Article V of this Agreement; and WHEREAS, to ensure that the benefits the City provides under this Agreement are utilized in a manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the Developer has agreed to comply with certain conditions to the payment of those benefits; NOW, THEREFORE, in consideration of the mutual benefits described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City, Developer and Operator agree as follows: ARTICLE I REPRESENTATIONS 1.1 Representations of the City. The City hereby represents to the Developer that as of the date hereof (A) The City is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. Page 3 of 26 Sch]itterbahn 380; CPY 5-18-12 (B) The City has the power, authority and legal right under the laws of the State of Texas and the City Chanter to enter into and perforin this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) do not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of the City under any agreement or instrument to which the City is a party or by which the City of its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by the City and, constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to of affecting the enforcement of creditor& rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by the City do not require the consent or approval of any person which bas not been obtained. 1.2 Representations of the Developer. The Developer hereby represents to the City that as of the date hereof; (A) The Developer is duly authorized and existing and in good standing as limited partnerships under the laws of the State of Texas, and shall remain in good standing; in the State of Texas during the Term of this Agreement. (B) The Developer has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i) have been duly authorized, and will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Developer or of the provisions of Developer's partnership agreement or instrument to which Developer is a party or by which it may be bound, and (ii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Developer under any agreement or instrument to which the Developer is a party or by which the Developer or its assets may be bound or affected. (C) (1) The Developer agrees to evidence, no later than the date it Commences Construction of the Waterpark feature of the Park Distriet, which evidence is subject to the administrative approval of the City or its designee(s), whose approval shall not unreasonably be withheld, sufficient available funds to perforin its obligations under Section 4.1 (13) herein to Complete the Waterpark feature of the Park District, at the time it needs to have the funds in order to do so. (2) The Developer agrees not to Commence Construction on a major component of any District (other than the Waterpark feature of the Park District) without evidence, which evidence is subject to the administrative approval of the City or its designee(s), whose approval shall not unreasonably be withheld, of sufficient available funds to Complete each said major component, at the time it needs to have the fitnds in order to do so. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to Schlitterbein 380; CPY 5-18-12 Page 4 of 26 or affeeting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. ARTICLE II DEFINITIQNS The recitals to this Agreement are hereby incorporated for all purposes, The terms, "Agreement," "Chapter 380," "City," "Developer," "Operator," "Project," and "Schlitterbahn Beach Country" shall have the above meanings, and the following words or phrases shall have the following meanings: 2.1 "Act of Default" or "Default" means failure to timely, fully, and completely comply with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties, as stated in this Agreement. 2.2 "Annual Approved Spending Plan" means a detailed plan stating Developer's proposed use of Hotel Occupancy Tax revenues to be spent on the Project, accompanied by an opinion by the Texas Attorney General or other legal opinion, the source of which is agreed upon by Developer and City, confirming that said Spending Plan complies with the terns of Section 351 of the Texas Tax Code, as it may be amended from time to time, applicable to the Hotel Occupancy Tax Revenues. 2.3 "Assessed Taxable Value" means the taxable assessed ad valorem tax values set annually by the Nueees County Appraisal District with respect to the Property, improvements, and tangible personal property (with a depreciation schedule of seven (7) years or greater) included in each District of the Project, including all improvements now or hereafter included therein, but excluding any assessed value attributable to the Property as of January 1, 2012 and excluding any assessed value attributable to inventory. 2,4 "Certificate of Occupancy" shall mean that document entitled "Certificate of Occupancy" (or other similar title) issued by City upon substantial completion of certain portions of the Project in accordance with all applicable codes, regulations, and ordinances of City. A Certificate of Occupancy shall not include a certificate issued in error, mistake or misrepresentation of facts, but shall include any temporary certificate of occupancy or other document authorizing temporary or conditional occupancy. 2.5 "Chapter 380 Payment(s)" means the amounts) payable by City to Developer under Article V of this Agreement, to be paid from Sales Tax Revenue, Property Tax Revenue, Hotel Occupancy Tax Revenue and Construction Sales Tax Revenue from local construction suppliers only, 2,6 "Commence Construction" means (i) to commence the work of constructing the 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; (iii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued; and (iv) sufficient available funds are evidenced as required in Section 1.2 (C) herein. 2.7 "Completion" means, to any other major component or feature of the Project, to any improvement or feature as to which Commence Construction has occurred, (i) substantial completion of said particular structure inaccordance with the terns of this Agreement and the plans and specifications therefor, (ii) issuance of Certificates of Occupancy for the improvements or features for which Certificates of Occupancy may be issued, and (iii) the improvement or feature is Open for Business. 2.8 "Compliance" means timely, fully and completely performing or meeting each and every term, requirement, obligation, performance criteria, duty, condition or warranty as stated in this Agreement. Schlifterbahn 380; CPY 5-18-12 Page 5 of 26 2.9 "Construction Sales and Use Tax Revenues" means the locally paid portion of sales and/or use tax revenues paid to the City by the Texas State Comptroller as the result of purchases of taxable items in connection with the construction of an improvement or feature of a District of the Project during the term of the Agreement, with a goal to use suppliers and providers local to Corpus Christi. 2.10 "Continuously Operate" means (i) seasonal operation of the Waterpark in accordance with the standards of operation of comparable facilities, without interruption for any reason other than Down Times and (ii) possession of all personal property and inventory necessary for the operation of the Waterpark in accordance with the standard of operation of comparable facilities. 2.11 "Development Fees" means any and all fees imposed by City upon Developer (including but not limited to Developer's affiliates, assigns, successors, related parties, contractors and subcontractors) in any way related to Developer's platting, zoning, permitting, designing, building, constructing or developing the Project. Development Fees shall include but not be limited to permitting/approval fees, inspection fees and supervision fees. 2.12 "Distriet(s)" means, collectively or individually, as used in context herein, the Park District, the IslandWalk District, the Resort District and the Marina District. 2.13 "Down Times" means temporary cessation of operation of all or substantially all of a facility for, and only for, limited periods of time for the limited purpose of, and only for the limited purpose of, one or more of the following circumstances for the applicable period specified below: (a) during the period following any fire or other casualty or condemnation or other exercise by a governmental authority of the power of eminent domain, to the extent, and only to the extent, necessary to adjust the claim and take other actions related to the repair and restoration of the facility; (b) as a result of such commercially reasonable interruptions for repairs, remodeling or installation of new equipment as are incidental to the normal operation of the facility after notice to the City with regard thereto; (c) during any period required by applicable law, to the extent, and only to the extent, that the necessity of compliance is not the result of Developer's failure to timely fulfill its obligations under this Agreement; (d) in keeping with the standard hours and days of operation of comparable facilities taking into account the seasonal nature of the Project and the fact that operation of portions of the Project are subject to weather conditions; or (e) during any period of Force Majeure or during any period Developer, Operator or any other operator of any element of the Project reasonably deems it is socially irresponsible to operate all or part of the facilities due to circumstances which are not Force Majeure but under which a socially responsible operator would temporarily curtail or cease operations, such as if a pervasive flu or other comtnunicable illness were present or threatened; provided, however, that during the Down Times described in clauses (a) through (e) above, Developer and Operator shall (i) use their commercially reasonable efforts to minimize the disruption of such Down Time and (ii) use their commercially reasonable efforts to minimize the disruption to the areas of the facility which remain open to the public, if any, and the services, aesthetic appearances and public and guest access to and in such portions of the facility. 2.14 "Effective Date" means the first date by which this Agreement has been signed by all of the parties hereto. Seblitterbahn 380; CPY 5-18-12 Page 6 of 26 2.15 "Federal Bankruptcy Code" means Title 11, United States Code, as amended, and any successor statute. 2.16 "Fiscal Year" shall mean the twelve consecutive month period designated by the City as its fiscal year. As of the date of this Agreement, the City's fiscal year commences on August 1 and ends on the next succeeding July 31. 2.17 "Force Majeure" means any act that (a) materially and adversely affects the affected Party's ability to perforin the relevant obligations under this Agreement or delays such affected Party's ability to do so, (b) is beyond the reasonable control of the affected Party, (c) is not due to the affected Party's negligence or willful misconduct and (d) could not be avoided by the Party who suffers it by the exercise of commercially reasonable efforts (provided that such commercially reasonable efforts shall not require such Party to expend a material amount of money to avoid the act giving rise to a Force Majeure). Subject to the satisfaction of the conditions set forth in (a) through (d) above, Force Majeure shall include but not be limited to: (i) natural phenomena, such as storms, floods, lightning and earthquakes; (ii) wars, civil disturbanees, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (iii) transportation disruption, whether by ocean, rail, land or air; (iv) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party; (v) fires; (vi) the unavailability of necessary and essential equipment and supplies; (vii) a breach by the City of this Agreement or any other actions, omissions of or delays by a Governmental Authority (including the actions of City in its capacity as a Governmental Authority) that were not voluntarily induced or promoted by the affected Patty, or brought about by the breach or noncompliance by the affected Party of its obligations under this Agreement of any applicable law; and (viii) failure of the other Party to perform any of its obligations under this Agreement within the time or by the date required pursuant to the terms of this Agreement for the performance thereof; provided, however, that under no cireumstances shall Force Majeure include any of the following events: (A) economic hardship; (B) changes in market condition; or (C) weather conditions which could be anticipated by experienced contractors operating at the relevant location and exercising commercially reasonable business judgment. 2.18 "Hotel" means one or two hotels rated by Smith Travel Research in a category at or above "Midscale," provided, however, that if Smith Travel Research shall no longer publish United States hotel ratings, a rating publication mutually agreeable to City and Developer shall be substituted. 2.19 "Hotel Occupancy Tax Revenues" means the seven percent (7%) Hotel Occupancy Tax revenues derived from the operation by Developer, other person or entity of a completed feature of a District of the Project for the Tenn of the Agreement received by City from the imposition by City of a municipal sales and use tax on the price paid for use or possession of rooms in a hotel or other transient lodging accommodations at a rate of seven percent (7%) pursuant to Chapter 351, Texas Tax Code, as it may be amended from time to time, or any successor statute but does not mean the additional two percent (2%) collected for certain other properties not related to the Project. 2.20 ")insolvent" means failure to timely pay debts in the ordinary course of business or failure to pay all debts when and as they become due, or insolvent within the meaning of the Federal Bankruptcy Code. 2.21 "IslandWalk District" means an approximately 94.628 acre recreational mixed-use area that may include additional theme -style designed lodging similar to Treehaus lodging, related indoor and outdoor Resort Retail, restaurant space and which may include one or more Hotels; 2.22 "Licensing Agreement" has the meaning assigned to such term in Article IV. Page 7 of 26 Schlitterbalrn 380; CPY 5-18-12 2.23 "Management Agreement" has the meaning assigned to such terra in Article W. 2,24 "Marina District" means an approximately 91.587 acre marina area and associated water and which may include one or more Hotels. 2.25 "Maximum City Commitment" shall mean the largest commitment due by the City to the Developer as determined in Article V, 2.26 "Open for Business" means open for full-time business operations with products and/or services that are necessary for Continuous Operation of the Waterpark, 2.27 "Park District" means (1) "Park District A:" the part of the Park District that does not include a golf course and from which tax revenues may be generated as stated herein that will be included in the computation of the Reimbursement Amount (as defined herein) to be paid to Developer as stated herein and on which said Reimbursement Amounts can be spent by Developer as stated herein; together with (2) "Park District B:" the part of the Park District that includes a golf course and from which tax revenues shall not be generated as stated herein for purposes of computation of the Reimbursement Amount to be paid to Developer as stated herein and on which said Reimbursement Amounts can be spent by Developer as stated herein. 2.28 "Property Tax Revenues" means the M&O portion only of the City ad valorem taxes attributable to a completed feature of a District of the Project for the Term of the Agreement and collected by the City in each Fiscal Year. 2.29 "Reimbursement Amount" shall mean the portion of the Property Tax Revenues, Sales Tax Revenues, Hotel Occupancy Tax Revenues and Construction Sales Tax Revenues (from local construction suppliers only) that the City agrees to pay to the Developer during the Term of the Agreement, but limited to the maximum City Commitment as stated herein, if the Developer satisfies the conditions thereto stated in this Agreement. The Reimbursement Amount shall not include any: 1) sales and use taxes received by the City for crime control and prevention or pursuant to Sections 4A or 4B of the Development Corporation Act; and ii) utilities revenues and other fees collected by the City from the Project. 2,30 "Reimbursement Account" shall mean the special account created by the City as described in Artiele V of this Agreement. 2.31 "Resort District" means the approximately 231.899 acre area of the Project that includes both "Resort Lodging" and residential units. 2.32 "Resort Lodging" means any lodging unit, rented for less than thirty (30) days at one time, that generates Hotel Occupancy Tax Revenues for the City. 2.33 "Resort Retail" means the sale of goods and services by retailers of varying types each of whose site square footage shall not exceed 20,000 square feet, an exception to which may be made subject to approval by the City Manager or designee. 2.34 "Resort Residential" means any residential unit that does not generate hotel Occupancy Tax Revenues for the City and from which Property Tax Revenues shall not be generated as stated herein for purposes of computation of the Reimbursement Amount to be paid to Developer as stated herein. - Schlitterbahn 380; CPY 5-18-12 Page 8 of 26 2.35 "Sales Tax Revenues" means all revenues attributable to a completed feature of a District of the Project for the Term of the Agreement and collected by City from the imposition by City of a municipal sales and use tax at a rate of one percent (1%) pursuant to Section 321.101(a) and Section 321.103, Texas Tax Code, as amended, or any successor statute; provided, however, that if City ever elects to impose a sales and use tax at a rate other than one percent, then, instead of being based on a sales and use tax at a rate of 1%, Sales Tax Revenues shall be computed on the actual sales and use tax rate unposed by the City. If the sales and use tax of the City are wholly or partially replaced by the City, then revenues from the replacement tax will be included with sales and use tax revenues received by the City to determine the Sales Tax Revenues received by the City for purposes of calculating Sales Tax Revenues under this Agreement. 2.36 "Schlitterbahn Watetpark" or "Waterpark" means an approximately 75,119 acre waterpark resort that will be built in phases over a period of several years, whose initial components will feature a minimum capaeity of three thousand (3,000) simultaneous visitors, with future phases increasing the capaeity based on demonstrated demand. The Waterpark will be based on the "Transportainment" model in place at each of the other Schlitterbahn Waterparks in which multiple entertainment elements and rides are integrated with each other, typically featuring tube chutes, momentum rivers, torrent rivers, slides, pools and aquaveyors (all based on proprietary technologies and patents). Other elements of the Waterpark include, but are not limited to, heated pools, children pools and play areas, and support areas such as food and beverage, dressing areas, shade structures, gift shops, admission areas and parking areas. The Waterpark also may include a hotel or theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme -style designed lodging that may be developed by Developer. The mix of rides and attractions, and the integration of ride technology, of the Wateipark will be similar to other Schlitterbahn Waterparks. 2.37 "Term" means the period defined in Article 111 of this Agreement. 2.38 "Treehaus" means theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme -style designed lodging that may be developed by Developer. 2.39 "TRZ" means the Reinvestment Zone Number Two, City of Corpus Christi, Texas adopted November 14, 2000 by City Ordinance No. 024270. 2.40 "Type A Business Incentive Agreement" means an agreement between Developer and Operator and the Corpus Christi Business and Job Development Corporation ("Type A Corporation") in which the Type A Corporation agrees to reimburse Operator for the costs of certain infrastructure improvements related to the Schlitterbahn Waterpark part of the Project only, authorized by Chapter 501 of the Local Government Code and approved by the Type A Corporation in an amount not to exceed Five Million Dollars ($5,000,000). ARTICLE II(i TERM The term of this Agreement (the "Term") will begin on the Effective Date and will terminate upon the first to occur of (a) Twenty Five (25) full calendar years after the Effective Date; (b) payment in full from City to Developer of the entire City Commitment contemplated herein; or (e) termination as provided for herein. Schlitterbahn 380; CPY 5-18-12 Page 9 of 26 ARTICLE IV DEVELOPER REQUIREMENTS 4.1 Development of Districts. If the Developer performs the following requirements, pertaining to a District, City agrees to pay the Chapter 380 Payments as stated in this Agreement with respect to said District: (A) If Developer achieves Completion of the Waterpark within the time frame described below, subject to extension for Force Majeure and delay due to meeting governmental environmental compliance requirements, Developer shall receive the Chapter 380 Payments as stated herein. Should Developer fail to achieve Completion of the Waterpark within this time frame Developer shall forfeit all Chapter 380 Payments and this Agreement shall terminate. (13) Developer must Commence Construction of the Waterpark feature of the Park District no later than nine (9) months after the Effective Date of this Agreement, subject to extension upon approval by the City Manager or designee, and must reach Completion of the Waterpark no later than Twenty Four (24) months after it Commences Construction, subject to extension upon approval by the City Manager or designee. Notwithstanding the foregoing, this Section 4.1 (B) is subject to whole or partial exception only if approved by Resolution of the Corpus Christi City Council. (C) The Developer shall pay, or cause third parties to pay, its engineering, planning, accounting, architectural, legal fees and expenses, survey, testing, laboratory costs, license fees, land clearing and grading costs, advertising and other bidding costs, amounts due under construction contracts, costs of labor and material, insurance premiums, interest, carry cost, financing fees and other costs and expenses incurred in connection with the construction of Developer improvements and features in a District. (D) If requested by the City, the Developer must reasonably assist the City in the preparation of any documentation necessary to enable the City to prepare and obtain approval of any of the documents or actions required of the City to perforin any of its obligations under this Agreement. The City shall not be responsible for any of such costs out of its current revenues or other sources, except in accordance with payment of Chapter 380 Payments to the Developer as provided in this Agreement. (E) Upon Completion of the Project and during the term of this Agreement, the Developer shall maintain the property, improvements and premises in a commercially reasonable manner, comparable to the maintenance of similar establishments, and minimize Down Times. (F) Developer may spend Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. 4,2 Operational Re�c uirernent. During the Term following Completion ofa Schlitterbahn Waterpark in the Park District, a Schlitterbahn Waterpark must be Continuously Operated in the Park District, subject to Force Majeure. If a Schlitterbahn Waterpark once in operation is not Continuously Operated during any calendar year, subject to Force Majeure, then upon written notice thereof being given to Developer by the City and the failure of Developer, within sixty (60) days after the city gives said notice, to commence Continuous Operation of the Schlitterbahn Waterpark, Developer shall not be entitled to any Chapter 380 Payments for the remainder of the Term unless Developer obtains a Variance under Section 13.15 herein. 4.3 Trade name and Related Matters. Prior to when Developer Commences Construction of the Park District, (and as a condition precedent to such being deemed to have occurred), Developer shall enter into Schlitterbahn 380; CPY 5-18-12 Page 10 of 26 a management agreement (the "Management Agreement") and a licensing agreement (the "Licensing Agreement") with the Operator. 4.4 Licensing. The Licensing Agreement will provide that (i) Developer and its successors will have a license to use the "Sehlitterbahn" name in connection with the Waterpark for the entire Term of this Agreement, subject to compliance with the terms and conditions of the Licensing Agreement and (ii) Developer and its successors will have the right for the entire Tenn of this Agreement to purchase rides that use the most current patented ride technology and trade secret technology developed by Operator or its affiliates (or such other entity which supplies the majority of the rides to Schlitterbahn waterparks even if such entity is not an affiliate of Operator) that is available from time to time to all other waterparks operating under the "Schlitterbahn" name (and once purchased, Developer and its successors retains the rights to use such equipment regardless of the existence of the Management Agreement or Licensing Agreement). If, prior to the expiration of the Term of this Agreement, (i) the Licensing Agreement is terminated or expires for any reason or (ii) Developer is no Ionger permitted to use the "Sehlitterbahn" name or technology in connection with the Waterpark, then upon written notice thereof being given to Developer by the City and the failure of Developer, within sixty (60) days after the city gives said notice, to re-establish its right to use the "Sehlitterbahn name" or technology in connection with the Waterpark, Developer shall not be entitled to any Chapter 380 Payments for the remainder of the Term unless Developer obtains a Variance under Section 13.15 herein. 4.5 Management. The Management Agreement will provide that (i) Developer and Operator will include the terms "Schlitterbahn" and "Corpus Christi" in the signage and promotional materials pertaining to the Waterpark so long as the Licensing Agreement is in full force and effect and (ii) the Operator will operate the Waterpark and will, among other things, provide the employees and the expertise and management required for such operation. If the Management Agreement is terminated or expires during the Term of this Agreement or if the Henry family ceases to control the operations and policies of the Operator during the Term of this Agreement, City shall have the right to approve the replacement operator or the replacement party who does so control the operations and policies of the Operator, as applicable, provided in all events City shall exercise its approval right in a reasonable manner. If City and Developer are not able to agree on a replacement operator or a replacement control party for Operator within sixty (60) days following the recommendation of Developer or Operator, as applicable, Developer may proceed to retain the replacement operator or Operator may transfer control. to the replacement control party, as applicable, but City may elect to suspend payment of any further Chapter 380 Payments for the Park District and any expansion of the Park District until such time as Developer demonstrates to City that (i) the attendance at the Waterpark for a twelve (12) month period, while operated by the replacement operator or by Operator with a replacement control party, is 80% of or greater than the average attendance at the Waterpark achieved by the Operator during the thirty-six (36) month period prior to said suspension and (ii) the Waterpark is operated and maintained to the same standards of operation, maintenance and aesthetics as the Schlitterbahn waterparks in South Padre Island, Texas and Kansas City, Kansas, including with respect to safety. The sum of any said suspended Chapter 380 Payments shall be paid to Developer upon demonstration that the replacement operator has met the requirements set out in (i) and (ii) herein. A replacement operator or replacement control party for Operator shall, at a minimum, have an executive tanagement team which controls the operations and policies of the replacement operator or be a replacement control party that includes persons who have significant experience operating waterparks, amusement parks or resorts with destination water or amusement -related amenities, in each case, which waterparks, amusement parks or resorts with destination water or amusement -related amenities have a capacity to service in excess of 3,000 simultaneous visitors. 4.6 Height Restriction. No Waterpark play feature in the Park District shall exceed a completed height of Sixty (60) feet unless the Corpus Christi City Council passes a Resolution approving an exception to this height restriction. if a Waterpark play feature built by Developer in the Park District exceeds this Sixty Page 11 of 26 Sehlitterbahn 380; CPY 5-18-12 (60) foot height restriction, and no exception to this restriction is approved by the Corpus Christi City Council as stated herein., then Developer will be in Default under this Agreement and Developer will have the opportunity to cure the Default as set out in Section 11.1 herein and City will be entitled to exercise its remedies as set out in Section 11.1 herein. Additionally, if a Waterpark play feature built by Developer in the Park District exceeds this Sixty (60) foot height restriction, and no exception to this restriction is approved by the Corpus Christi City Council as stated in this Section, Developer may seek a Variance under Section 13.15 herein. If a Waterpark play feature built by Developer in the Park District exceeds this Sixty (60) foot height restriction and no exception to this restriction is approved by the Corpus Christi City Council as stated in this Section, Developer fails or refuses to timely cure under Section 11.1 herein, and no extension to cure is approved by the Corpus Christi City Council under Section 11.1 herein, and no Variance is granted or approved by the Corpus Christi City Council under Section 1115 herein, then this Agreement shall terminate, all right by Developer to receive Chapter 380 Payments shall cease and Developer shall be required to refund the City any Chapter 380 Payments previously paid to it by the City prior to the date Developer received written notice by the City of such Default. 4.7 Required Buffer Zone. A buffer area no Iess than four hundred (400) feet wide shall be preserved and maintained for the Term of this Agreement between any vertical Waterpark play feature taller than the maximum height of a standard two story residence, as defined in the Corpus Christi Unified Development Code, and any platted single family residential lot existing of record on the Effective Date of this Agreement. 4.8 Utilization of Local Contractors and Suppliers. Developer agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements for elements that are not owner -provided or owner affiliate -provided being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueees County. This goal shall apply to the total amount of all construction contracts and supply agreements made by the Developer in connection with the construction of the Project for elements that are not owner -provided or owner affiliate -provided. The Parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer. The Developer agrees to encourage such third parties to adopt a comparable goal of 50% of their construction costs, but the City acknowledges that Developer has no legal authority in connection with such third -party contracting. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the Local Requirement, pursuant to Article X herein. 4,9 Utilization of Disadvantaged Business Enterprises: Small Business Initiatives. (A) Developer agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women - owned business enterprises and historically -underutilized business enterprises, in the construction of elements of the Project that are not owner -provided or owner affiliate -provided. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. The Developer agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements, for elements of the Project that are not owner -provided or owner affiliate -provided, being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises Sehlitterbahn 380; CPY 5-18-12 Page 12 of 26 which are local. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the DBE Requirement, pursuant to Article X herein. (B) For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueces County. This goal shall apply to the total amount of all construction contracts and supply agreements for elements that are not owner -provided or owner affiliate -provided made by the Developer in connection with the construction of the Project. The parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer, The Developer agrees to encourage sueh third parties to adopt a comparable goal of 30% of their construction costs, but the City acknowledges that Developer has no Iegal authority in connection with such third -party contracting. 4.10 Compliance with City Standards. Developer acknowledges that, unless specifically otherwise provided in this Agreement, development of the Project must comply with all applicable City codes and ordinances. For any development requirements not covered in this Section or in the remainder of the Agreement, the applicable City code and ordinance provisions shall control. 4.11 Resort Rentals Ownership. Resort Rental properties may be owned by Developer, another person or entity for rentals by customers of less than thirty (30) days at a time. Hotel Occupancy Tax Revenues and the M&O portion of Property Tax Revenues generated by Completed Resort Rental properties owned by Developer, another person or entity and rented as stated herein are eligible for the Chapter 380 Payments to Developer as stated herein. Hotel Occupancy Tax Revenues, but not any Property Tax Revenues, generated by Completed Resort Rental properties owned by persons other than Developer and rented as stated herein are eligible for the Chapter 380 Payments to Developer as stated herein. ARTICLE V PROJECT FINANCING ANI) FUNDING 5.1 Project Financing] Reimbursement Account / Reimbursement Amount. The City hereby covenants and agrees upon the Effective Date of this Agreement to create a special account (the "Reimbursement Account") for the benefit of the Developer for the purpose of paying the Reimbursement Amount, The City shall fund the Reimbursement Account through the `Perm of this Agreement from the following sources and in the following manner: i) with respect to the portion of the Reimbursement Amount calculated based on the M&O portion only of the Property Tax Revenues, the City shall annually fund the Reimbursement Account from the M&O portion only of the Property Tax Revenues collected from the Districts within the Project boundaries for the Tenn of this Agreement; ii) with respect to the portion of the Reimbursement Amount calculated based on the Sales Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Sales Tax Revenues from the Sales Tax Revenues collected from the Districts within the Project boundaries for the Tenn of this Agreement; iii) with respect to the portion of the Reimbursement Amount calculated based on the Hotel Occupancy Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Hotel Occupancy Tax Revenues from the Hotel Occupancy 'fax Revenues collected from the Districts within the Project boundaries for the Term of this Agreement; and iv) with respect to the portion of the Reimbursement Amount calculated based on the Construction Sales Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Construction Sales Tax Revenues from the Construction Sales Tax Revenues collected from the Districts within the Project boundaries for the Term Schlitterbahn 380, CPY 5-18-12 Page 13 of 26 of this Agreement, The City shall establish a separate bank account for Reimbursement. This bank account shall always remain unencumbered by the City and segregated from all other funds of the City. 5.2 City Commitment. (A) Pursuant to its authority under Chapter 380, the City hereby agrees to pay the Reimbursement Amount to the Developer. It is intended by the parties that the Reimbursement Amount will be paid by the City solely out of the Reimbursement Account and used to make Chapter 380 Payments to the Developer as provided in this Agreement (the "City Commitment"). The City Commitment will commence upon Completion and will continue through and until the Reimbursement Amount has been paid. The City agrees that it will pay the Reimbursement Amount during the term of this Agreement, as an unconditional obligation of the City (but solely from the Reimbursement Account), if the Project is Commenced and Completed as required herein and generates the Reimbursement Amount. (B) The Parties agree that the maximum City Commitment per District shall be as stated in Section 5.3 herein, and snob obligation on behalf of the City will be limited solely to the funds deposited into the Reimbursement Account pursuant to this Agreement. Upon such time as the City has paid the maximum City Commitment per District in full, the City shall have 110 further obligation under this Agreement for that District. (C) Sales Tax Revenues. During the Term of this Agreement, the City shall determine semi- annually the amount of the Sales Tax Revenues attributable to features of each District within the Project boundaries completed during the Term of this Agreement from information provided by the State Comptroller and in cooperation with the Developer and the State Comptroller. The City and Developer agree to cooperate in any way necessary to receive information from the Comptroller necessary to determine said Sales Tax Revenue, including the filing or submittal of any forms or letters necessary to determine the incidence of local sales and use taxes. The City hereby agrees to deposit timely from available funds in the City's General Fund the Sales 'fax Revenues portion of the City Commitment for each District in the percentages stated in Section 53 herein into the Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City designates this Agreement as a Revenue Sharing Agreement, thereby entitling the City to request sales tax information from the Comptroller, pursuant to section 321.3022, Texas Tax Code, as amended. Unless determined otherwise by the Texas Attorney General in writing, any information received relating to the City Sales Tax Revenue shall be considered confidential proprietary financial information not subject to immediate release to the public. The City shall seek a written opinion from the Texas Attorney General, raising any applicable exception to release, prior to any release to a third -party under the Texas Public Information. Act. (D) Property Tax Revenues. During the Term of this Agreement, the City shall determine annually the amount of the Property Tax Revenues received by the City and attributable to completed features of each District within the Project boundaries in cooperation with the Developer. The City hereby agrees to deposit into the Reimbursement Account annually from available funds in the City's General Fund an amount equal to the M&O portion only of said Property Tax Revenues for each District in the percentages stated in Section 5.3 herein, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas inunicipalities. Such books and records shall be available for exatnination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five (5) business days prior to scl►litterbalm 380; CPY 5-1812 Page 14 of 26 the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. (E) Hotel Occupancy Tax Revenues. During the Term of this Agreement, the City shall determine semi-annually the amount of the Hotel Occupancy Tax Revenues attributable to completed features of each District within the Project boundaries in cooperation with the Developer. The City hereby agrees to deposit timely from available funds in the City's Hotel Occupaney Tax Fund an amount equal to said Hotel Occupancy Tax Revenues portion of the City Commitment for each District in the percentages stated in Section 5.3 herein into the .Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five business days prior to the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. Developer shall comply with the teens of Section 351 of the Texas Tax Code, as it may be amended from time to tune, applicable to the Hotel Occupancy Tax Revenues. Further, Developer shall deliver to City, upon the City's request, such information and reports which the City reasonably requests as evidence that Developer is in compliance with such statutes. Should any expenditure of Hotel Occupancy 'fax Revenues by Developer be for a use that is found to be illegal, the City shall have no liability in connection thereof. (F) Construction Sales Tax Revenues. During the Term, the City shall determine semi-annually the amount of the Construction Sales Tax Revenues from local construction suppliers only for completed features of each District within the Project boundaries received by the City in cooperation with the Developer. The City hereby agrees to deposit timely from available funds in the City's General Fund an amount equal to said Construction Sales Tax Revenues portion of the City Commitment attributable to each Distriet in the percentages stated in Section 5.3 herein into the Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reirnbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five business days prior to the date of such examination, The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. 5.3 Reimbursement Amounts to be Paid b City to Developer. (A) Sales Tax Revenues and Construction Sales Tax Revenues: Developer shall provide the City a semi-annual report, no later than March 1 and September 1 of each year, stating Developer's sales figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Sales Tax and Construction Sales Tax Revenues. Within Sixty (60) days of receiving written request from Developer, accompanied by all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article IV herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay to Developer the applicable Chapter 380 Payments attributable to the coinpleted features of each District within the Project boundaries based on the percentages stated below for the applicable Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein. Developer may spend Schlittcrbahn 380; CPY 51842 Page 15 of 26 said Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other Lawful uses only within the Project boundaries. (B) Property Tax Revenues: Developer shall provide the City an annual paid property tax bill, no later than March 1 of each year, stating Developer's figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Property Tax Revenues. Within Sixty (60) days of receiving written request from Developer, accompanied by all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article W herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay to Developer the applicable Chapter 380 Payments attributable to the completed features of each District within the Project boundaries based on the percentages stated below for the applicable Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein. Developer may spend said Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment onimprovements or other lawful uses only within the Project boundaries. (C) Hotel Occupancy `fax Revenues: Developer shall provide the City a semi-annual report, no later than March 1 and September 1 of each year, stating Developer's occupancy figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Hotel Occupancy Tax paid to the City. Within Sixty (60) days of receiving written request from Developer, accompanied by Developer's annual Approved Spending Plan (as defined herein) and all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article IV herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay Developer an amount not to exceed the applicable Chapter 380 Payments attributable to the completed features of each District within the Project boundaries, in an amount equal to the amount indicated in the annual Approved Spending Plan, based on the percentages stated below for the Hotel Occupancy Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein; provided, however, that Developer must comply with the terms of Section 351 of the Texas Tax Code, as it may be amended from time to time, applicable to the Hotel Occupancy Tax Revenues. Further, Developer shall deliver to City, upon the City's request, such information and reports which City reasonably requests in order for City to verify that Developer is in compliance with said statutes. Any Hotel Occupancy Tax Revenues remaining unspent by Developer, and all accrued interest thereon, if any, at the expiration or earlier termination of this Agreement shall be returned by Developer to City, which obligation shall survive the expiration or earlier termination of this Agreement. By this Agreement, City is delegating, pursuant to Section 351.101(c) of the Texas Tax Code, as it may be amended from time to time, the management or supervision of certain programs and activities to be funded by Hotel Occupancy Tax Revenues. Developer may spend such funds received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. Developer and Developer's subcontractors shall apply for reimbursement for the applicable City Tax Revenues only from the City. Failure to do so would be an Act of Default hereunder. Park District A Payments: Sales Tax: 100% Property Tax (M&O portion thereof only): 100% beginning in fiscal year 2022 or upon termination of the TRZ, whiehever occurs sooner, for the part of the Park District A within the boundaries of the TRZ, as shown on EXHIBIT "D, " attached hereto. Parts of the Park District A not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the Park District. Schlitterbnhn 380; CPY 5-18-1.2 Page 16 of 26 Hotel Occupancy Tax: 100% Construction Sales Tax: 50% The City Commitment attributable to the Park District to be paid to Developer for the Park District A shall not exceed $34,130,131. IslandWalk District Payments: Sales Tax: 85% Property Tax (M&O portion thereof only): 85% beginning in fiscal year 2022 or upon termination of the TRZ, whichever occurs sooner, for the part of the Is]andWalk District within the boundaries of the TRZ, as shown on EXHIBIT "D," attached hereto. Parts of the IslandWalk District not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the IslandWalk District. Hotel Occupancy Tax: 85% Construction Sales Tax: 95% The City Commitment attributable to the IslandWalk District to be paid to Developer for the IslandWalk District shall not exceed $29,897,428. Resort District Payments: The Reimbursement Amount is to be applied only to the Resort Rental part of the Resort District in the following percentages, with no City Commitment allocated to the residential part of the Resort District. Sales Tax: 70% Property Tax (M&O portion thereof only): 70% Hotel Occupancy Tax: 57% Construction Sales Tax: 0% The City Commitment attributable to the Resort District to be paid to Developer for the Resort District shall not exceed $28,192,908. Marina District Payments: Sales Tax: 70% Property Tax (M&O portion thereof only): 70% beginning in fiscal year 2022 or upon termination of the TRZ, whichever occurs sooner, for the part of the Marina District within the boundaries of the TRZ, as shown on EXHIBIT "0," attached hereto. Parts of the Marina District not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the Marina District, Hotel Occupancy Tax: 70% Construction Sales Tax: 0% The City Commitment attributable to the Marina District to be paid to Developer for the Marina District shall not exceed $24,896,411. 5.5 Development Fees. City shall waive for Developer (as part of City Commitment) an amount equal to all Development Fees paid pertaining to the Project, provided that the aggregate amount of such payment shall not exceed One Million Four Hundred Thousand Dollars ($1,400,000.00). The Director of Development Services for the City shall be responsible for tracking and supplying information related to Development Fees to the EDC. Page 17 of 26 Schlitterbahn 380; CPY 5-18-12 5.6 Maintenance of Project Infrastructure. For no less than the Term of this Agreement, it shall be Developer's sole responsibility to provide proper and timely maintenance of all infrastructure other than paved streets and associated curb and gutters and utility related infrastructure accepted by or typically owned and maintained by the City, in accordance with standard City policy, including but not limited to public water, wastewater, storm water, and gas infrastructure located within the street right of way or other public easement, (collectively, "City Infrastructure") within the property boundaries of the Project. To ensure that all infrastructure associated with the Projeot other than City Infrastructure are properly and timely maintained, Developer may create a public improvement district, or any other similar self -funding aneehanism available under the law, that will encompass the property boundaries of the Project and generate adequate revenue to pay for said proper and timely maintenance of all infrastructure other than City Infrastructure within the property boundaries of the Project. The City agrees to cooperate with the Developer in their application for and creation of a public improvement district under The Public Improvement District Assessment Act, Chapter 372 of the Texas Local Government Code (or any successor statute thereto), a statute corresponding to a similar mechanism, or under a statute to be passed and enacted into law through the state legislative process in the future. The purposes of the public improvement district may include, among others, paying, or reimbursing the costs incurred for the design, construction, operation and maintenance of all infrastructure associated with the Project other than City Infrastructure within the property boundaries of the Project, ARTICLE VI [Intentionally Left Blank] ARTICLE VII COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES OF DEVELOPER AND OPERATOR If the Developer or Operator shall have made any false or substantially misleading statement herein or failed to timely and fully perform as required in this Agreement, such shall be an Act of Default by Developer, subject to Section 11.1 herein. Failure to comply with any one covenant or warranty shall constitute an Act of Default by Developer or Operator, subject to Section 11.1 herein. Developer and Operator, as of the Effective Date, make the following covenants and warranties to City, and agree to timely and fully perforin the following obligations and duties. 7.1 Litigation. No litigation or governmental proceeding is pending or, to the knowledge of Developer, Operator or their respective general partner and officers, threatened against or affecting Developer, Operator or the Property that may result in any material adverse change in Developer's or Operator's business, properties or operation. 7.2 Untrue Statements. To the best of their knowledge, no certificate or statement delivered by Developer or Operator to City in connection herewith, or in connection with any transaction contemplated hereby, contains any untrue statement or fails to state any fact necessary to keep the statements contained therein from being misleading except those which have been replaced by subsequent certificates or statements heretofore given to the City in substitution. 7.3 Bankruptcy. There are no bankruptcy proceedings or other proceedings currently pending or contemplated, and Developer and Operator have not been informed of any potential involuntary bankruptcy proceedings. 7.4 Licenses and Authority. To the best of their knowledge, Developer or Operator have acquired and maintained all necessary rights, licenses, permits and authority to carry on their respective businesses in Schlitterbahn 380; CPY 5-18-12 Page 18 of 26 Corpus Christi, Texas, and will continue to use commercially reasonable efforts to maintain all necessary rights, licenses, permits and authority. 7.5 Payment of Taxes. Developer and Operator shall timely pay all taxes due and owing by them to all taxing authorities having jurisdiction. In addition, Developer and Operator shall timely pay all employment, income, franchise, and all other taxes hereafter to become due and owing by them, respectively, to all local, state, and federal entities subject, however to their right to contest the same in a lawful manner. 7.6 Timely Commencement; Continuous Operations. Developer acknowledges and agrees that if it fails to Commence Construction of the Schlitterbahn Waterpark and pursue its Completion within the time periods herein provided, and Operator acknowledges and agrees that if it fails to Continuously Operate the Sehlitterbahn Waterpark in the Park District as herein provided, in either of said eases or events, the City has the right to terminate this Agreement as herein provided. 7.7 Management Changes. Developer and Operator shall notify City in writing of any substantial changes in management of Developer or Operator within seven (7) days after Developer's or Operator's knowledge thereof. Substantial changes mean changes in Chairman of the Board, President, or Chief Executive Officer. 7.8 Ownership Changes. Developer and Operator shall notify City in writing of any changes in ownership of any part of the Projeot or of Developer or Operator within seven (7) days after Developer's er Operator's knowledge thereof. 7.9 Succession of Ownership. No change of ownership or management of any part of the Project and/or a change of ownership or management of Developer or of Operator shall abate, waive, terminate or in any way relieve Developer or Operator of their respective obligations herein. 7.10 Non-diseritnination. Developer agrees that,. as to all of the programs and activities arising out of this Agreement, it will not discriminate against any person on the basis of race, color, national origin, sex, or by reason of being disabled. 7.11 Lessee/Owner Lists. Developer or Operator shall provide to City in writing lists of all Project tenants or other persons making sales or purchases of taxable items or real property in each District of the Project, identified by District (the 'Lessee/Owner List"). Developer or Operator will periodically and timely notify City of changes to the Lessee/Owner List. For the Park District, the Lessee/Owner List shall include Developer and/or Operator. Developer and Operator are responsible as herein provided for supplying to City such identifying information for each person on the Lessee/Owner List as is required by the Comptroller to issue their sales tax area reports and Hotel Occupancy Tax area reports. 7.12 Sales Tax Reports. If the sales tax area reports described herein are unavailable or otherwise inadequate to allow computation of the Sales Tax Revenue, Developer or Operator shall timely acquire from each tenant a waiver of confidentiality or other document required or approved by the Texas Comptroller that allows City to review individual tenants' reported sales tax information on a semi-annual basis throughout the Terni of this Agreement as necessary to compute the Sales Tax Revenue. 7.13 Employment of Undoeumented Workers. The Developer does not and agrees that it will not knowingly employ an undocumented worker. If, after reeeiving Chapter 380 Payments, Developer or Operator is convicted of a violation under 8 U.S.C. Section 1324a (f), the convicted Developer or Operator shall repay the Chapter 380 Payments at the rate and according to the terms as specified by City Schlitterhahn 380; CPY 5-18-12 Page 19 of 26 Ordinance, as amended, not later than the 1201h day after the date the Developer or Operator has been notified of the violation, ARTICLE VIII CITY'S COVENANTS WARRANTIES OBLIGATIONS AND DUTIES 8.1 Type I1 Reclaimed Water Supply. To the extent permitted by law, the City shall authorize Developer to receive Type 11 reclaimed water, as defined in Title 30 of the Texas Administrative Code, from the City for the Project needs at no cost on an as needed, end-user demand basis within the boundaries of the Project for use by Developer and Operator within statutory and governmental agency requirements. En the event that there is any proposed change to policy, legislation, and terms, conditions or restrictions in the governing permits or authorizations that may impact the delivery to Developer or Operator of Type II reclaimed water or impose a future fee to .Developer or Operator for the use of the Type 11 reclaimed water, the City shall notify Developer at least sixty (60) days before such proposed change is to take effect. In their use of the Type 11 reclaimed water, Developer and Operator shall comply with all TCBQ and all other applicable governmental agency requirements and regulations. ARTICLE IX SUSPENSIONS/TERMINATION Subject to the terms of Article V herein, City, under the following circumstances, and at its sole discretion, may temporarily suspend making Chapter 380 Payments under this Agreement and/or terminate this Agreement, without liability to Developer, and all future payment obligations shall automatically cease upon anyone of the following events: 9.1 Receiver. The appointment of a receiver for Developer, or of all or any substantial part of its property, and the failure of such receiver to be discharged within sixty (60) days thereafter. 9.2 Bankruptcy. The adjudication of Developer as a bankrupt. 9.3 Bankruptcy Petition. The filing by Developer of a petition or an answer seeking bankruptcy, receivership, reorganization, or admitting the material allegations of a petition filed against it in any bankruptcy or reorganization proceeding. 9.4 Failure to Comply with Audit Requirements. The failure of Developer or Operator to reasonably cooperate with the City in the monitoring process described in Article X below. ARTICLE X REPORTING AND AUDITING 10.1 Audit by the City. The City may audit Developer's and Operator's records to determine their compliance with the terms of this Agreement. This audit will be done by the City on an annual basis in March of each year. During the monitoring proeess, the City will make maximum use of any State submissions for the determination of Reimbursement Asnount. Developer and Operator shall provide the City an annual report, no later than March 1 of each year, stating Developer's and Operator's occupancy and sales figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Sales Tax, Property Tax and Hotel Occupancy Tax paid to the City by Developer. 10.2 Access to Records / Right to Audit. Developer and Operator, during normal business hours shall allow City reasonable access to its records and books and all other relevant records related to each of the Page 20 of 26 Schiitterbtn 380; CPY 5-1842 economic development considerations and incentives and performance requirements, as stated in this Agreement, but the confidentiality of such records and information shall be maintained by City unless disclosure of such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. ARTICLE XI DEFAULT 11.1 Default. Subject to Force Majeure and any consent given under Section 11.2 or Variance granted under Section 13.15, should Developer fail to timely, fully and completely keep or perform any one or more of the covenants or warranties made by Developer in this Agreement (but excluding achieving satisfaction of any condition to the Developer's right to receive Chapter 380 Payments under this Agreement), such failure to perform shall be an Act of Default by Developer and, if not cured and corrected within sixty (60) days after written notice to do so or by express waiver by the Corpus Christi City Council, City may terminate this Agreement and cease making any further Chapter 380 Payments which have not been earned by performance by Developer theretofore. Developer shall be liable to City for any actual damages sustained by the City as a result of said Act of Default by Developer under this Agreernent, subject to the provisions of Section 13.17. 11.2 Consent and Excuse. In the event of unforeseeable third party delays which are not Force Majeure and upon a reasonable showing by Developer that it has immediately and in good faith commenced and is diligently and continuously pursuing the correction, removal or abatement of such delays by using commercially reasonable efforts, the Corpus Christi City Council may consent to and excuse any such delays, which consent and excuse shall not be unreasonably withheld. 11.3 City Delay. Any delay for any amount of tune by City in providing notice of Default to Developer or Operator hereunder, shall in no event be deemed or constitute a waiver of such Default by City of any of its rights and remedies available in law or in equity. 11.4 City Waiver. Any waiver granted by City to Developer or Operator of an Act of Default shall not be deemed or constitute a waiver of any other existing or future Act of Default by Developer or of a subsequent Act of Default of the same act or event by Developer. ARTICLE XII CITY'S LIABILITY LIMITATIONS Should City fail to timely, fully and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this Agreement, such failure shall be an Act of Default by City and City shall have sixty (60) days to cure and remove the Default after receipt of written notice to do so from .Developer or Operator. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 Sign Permitting. Prior to submitting any building permit applications for any sign, Developer shall obtain approval from City's Planning and Building Inspection Department's Director for plans for signs. 13.2 Permitting. Subject to Developer's complying with all applicable laws, City agrees to cooperate with Developer to expeditiously process permits, including plat applications, site plan applications, building permit applications, building and construction inspections required for the Project to be in a state of Completion. Page 21 of 26 Schlitterbatiin 380; CPY 5-18-12 133 Attorneys' Fees. If any legal action or proceeding is commenced between City and Developer or Operator based on this Agreement, the prevailing party in the legal action will be entitled to reviver its reasonable attorneys' fees and expenses incurred by reason of such action, to the extent allowed by law. 13A Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns, 13.5 Assignment. Except as provided below, Developer may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of. City, which approval will not be unreasonably withheld or delayed. The City agrees, however, that the Developer may assign all or part of its rights and obligations under this Agreement to any entity affiliated with the Developer by reason of controlling, being controlled by, or being under common control with the Developer; to a subsequent Developer of all or any part of the Project; to a tenant in the Project or to a third party lender advancing funds for the acquisition of all or any part of the Property or for the construction or operation of the Project. The City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City to such an assignment will be required. The Developer agrees to provide City with written notice of any such assignment. 13.6 Termination. If Developer elects not to proceed with the development of a Schlitterbahn Waterpark in the Park District as contemplated by this Agreement, Developer will notify City in writing, and this Agreement and the obligations of both parties will be deemed terminated and of no further force or effect as of the date of such notice. Additionally, at any titre during the Tenn following the Completion of a Schlitterbahn Waterpark in the Park District, the Developer may elect to terminate this Agreement as to any or all parts of the Project which have not been completed and placed in service, by giving the City written notice thereof specifying the part or parts of the Project to which the notice of termination relates. Following the giving of said notice, this Agreement shall terminate and be of no further force or effect as to the part or parts of the Project designated in said notice of termination and all parties shall be fully released of any further obligations under this Agreement relating to said designated part or parts of the Proj cut. 13.7 Notice. Any notice or other communication ("Notice") given under this Agreement must be in writing, and may be given: (i) by depositing the Notice in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; (ii) by personal delivery of the Notice to the party, or an agent of the party; or (iii) by confirmed facsimile, provided that a copy of the Notice is also given in one of the manners specified in (i) or (ii). Notice deposited in the mail in the manner specified will be effective two (2) days after deposit. Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of Notice, the addresses of the parties will, until changed as provided below, be as follows: Developer: Upper Padre Partners, L.P. Attention: Paul Schexnailder 381 East Austin Street New .Braunfels, Texas 78130 Ph: Facsimile: with a copy to: R. G. Converse Fulbright & Jaworski L.L.P. 98 San Jacinto Blvd Page 22 of 26 Sclilsfterbuhn 380; CPY 5-18-12 Suite 1100 Austin, Texas 78701 Ph: (512) 536.4535 Facsimile: (512) 536-4598 City: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 with a copy to: City Attorney P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph. (361) 826-3360 Facsimile: (361) 826-3239 Operator: North Padre Waterpark Holdings, LTD 3 81 East Austin Street New Braunfels, Texas 78130 Attention: Gary Henry Ph: (830) 625-2351 Fax: (830) 625-3515 Any party may designate a different address at any time by giving Notice to the other party. 13.8 Interpretation. Bach of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against any party based on draftsmanship. 13.9 Relationship of the Parties. This Agreement will not be construed as establishing a partnership or joint venture, joint enterprise, express or implied agency, or employer-employee relationship between the parties. Neither City, nor its past, present or future officers, elected officials, employees or agents, assume any responsibility or liability to any third party in connection with the development of the Project or the design, construction or operation of any portion of the Project. 13.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected and it is also the intention of the parties that, in lieu of each provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 13.11 Paragraph Beadings, Etc. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the paragraphs. 13.12 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. Schlitterbahn 380; CPY 5-18-12 Page 23 of 26 13.13 Counterparts. This Agreement may be executed simultaneously in two or of which will be deemed an original, but all of which will constitute one and facsimile signature will be deemed to be an original signature for all purposes. 13.14 Exhibits. The following exhibits are attached to and incorporated into purposes: Exhibit "A.:" Exhibit "B:" Exhibit "C:" Exhibit' D:" Schlitterbahn Beach Country Project Description Type A Corporation Business Incentive Agreement Project Boundaries: Field Notes/Metes and Bounds TRZ Boundary Map more counterparts, each the same instrument. A this Agreement for all 13.15 Variances. The Corpus Christi City Council, in its sole discretion, may grant and approve variances to Developer or Operator from the performance criteria and development standards described herein upon application in writing therefor by Developer on behalf of itself or the Operator. 13.16 Balance Owed under the Agreement. The total ainount of money awarded in an adjudication brought against City for breach of this Agreement is limited to the following: (i) the balance then duo and. owed by City under the Agreement plus any balance which may become due by City during the remaining term of the Agreement, including any amendments thereto; (ii) interest as allowed by law; and (iii) attorney's fees as allowed by law. 13.17 Damages not included. Damages awarded in an adjudication brought against City or Developer arising under the Agreement, including any amendments thereto, may not include: (i) consequential damages, except as expressly allowed under Section 13.16 above; (ii) exemplary damages; or (iii) damages for unabsorbed home office overhead. ARTICLE XIV GENERAL TERMS 14.1 Entire Agreement. This Agreement embodies the complete Agreement of the parties hereto, superseding all oral or written, previous and contemporary, agreements between the parties relating to matters in this agreement; and, except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 14,2 Law. This Agreement is subject to all legal requirements in City Charter and Code of Ordinances of City of Corpus Christi, Texas and all other applicable County, State and Federal laws, and Developer and Operator agree that it will promptly comply with all such applicable laws, regulations, orders and rules of the State, City and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without regard, however, to the conflicts ()flaws provisions of Texas law. 14,3 Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 14.4 Confidential. City, its officers and employees, and its agents or contractors retained to perform economic development services for City, shall treat as confidential the financial statements and information together with any proprietary information delivered by Developer, Operator or their respective representatives to City and its representatives and shall not release such information to the public., unless required by law or court order. City shall immediately notify Developer of requests or court orders to release such information. Sc11litterbabn 380; CPY 5-18-12 Page 24 of 26 14.5 Exhibits. Exhibits "A" through "D" attached hereto are made a part of this Agreement for all purposes as if they were set forth herein in their entirety. [Remainder of page intentionally left blank] Schl€tterbal»r 380; CPY 5.18.12 Page 25 of 26 EXECUTED to be effective as of this l F day of MAY ii , 2012 UPPER PADRE PARTNERS, L.P., a Texas limited partnership Signed on this / day of M , 2012 By: Upper Padre GP, INC, general • artner P_- exnaor, M.• ger NORTH PADRE WATERPARK HOLDINGS, LTD, a Texas limited partnership Signed on this / k day of /'t`i /" , 2012 By; North Padre WPH GP, LLC, general partner By: CITY OF CORPUS CHRISTI, TEXAS, a home -rule municipal corporation Signed on this ATTEST: day of f I, W.1 , 2012 Armando Chapa, City Secret es 0 .,sUTHONIL: Cy COUNCIL Seca -.rte CITY OF CORPUS CHRISTI 1 Ronald L. 11, City Manager Page 26 of 26 Schlitterbahn Beach Country is planned to provide the essential elements of a true family destination on Upper Padre Island at Corpus Christi, Texas, The Park District Park District A contains the Schlitterbahn Waterpark. The Waterpark is approximately 75.119 acre waterpark resort that will be built in phases over a period of several years, whose initial components will feature a minimum capacity of three thousand simultaneous visitors, with future phases increasing the capacity based on demonstrated demand. The Waterpark will be based on the "Transportainment" model in place at each of the other Sehlitterbahn Waterparks in which multiple entertainment elements and rides are integrated with each other, typically featuring tube chutes, momentum rivers, torrent rivers, slides, pools and aquaveyors (all based on proprietary technologies and patents). Other elements of the Waterpark include, but are not limited to, heated pools, children pools and play areas, and support areas such as food and beverage, dressing areas, shade structures, gift shops, admission areas and parking areas. The Waterpark also may include a hotel or theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme - style designed lodging that may be developed by Developer. The mix of rides and attractions, and the integration of ride technology, of the Waterpark will be similar to other Schlitterbahn Waterparks. Park District B includes a golf course. The numbers of holes will be reduced but will remain at least a 9 -hole course. The IslandWalk District The IslandWalk District offers several use options from the canal side restaurants and retail to residential with rental units up to residential units lining the golf course. Residential units in this district will range from traditional canal side units, cottage clusters and pond and golf course residential. The creation of the IslandWalk canal creates a truly pedestrian experience that is not available elsewhere along the Texas Coast. The heart of the district is the 2,500 feet of canal on the west side of Park Road 22. Once completed, residents and tourists will use the canal system as a transportation system. In addition to walking along the canal, visitors will be able to dock their boats as they visit the various shops and restaurants or attend events on the IslandWalk. The Marina District The Marina District is designed as a mixed use marina development serving Padre Harbor and the IslandWalk. With its access to the Gulf of Mexico via Packery Channel, the Marina District is designed to include in -the -water boat slips and dry -stack boat storage. The Marina District will become the center of the boating community and will provide essential elements to the fishing and water sports visitors. The Marina District is envisioned to include restaurants, entertainment, retail and lodging. The Lodging facilities will be comprised of traditional apartment and hotel units as well as residential above retail. The location and configuration will be designed to offer a Live -Work -Play lifestyle, As the harbor side anchor of the IslandWalk those choosing to live in or visit the Marina District will have easy access to the pedestrian IslandWalk district and Schlitterbahn .Beach Country. The Resort District The Resort District is designed as the resort residential district serving Upper Padre Island and Schlitterbahn Beach Country. The roughly 250 acres will be designed with full architectural design standards, mixed residential uses and resort quality lodging facilities. Cooper Robertson and Associates, the land planners of WaterColor and Water Sound in the Florida Panhandle, prepared the conceptual land plan for the Resort District. The Resort District will be subject to the City of Corpus Christi's zoning ordinance and unified development code prior to construction. In addition, any changes in the development plan will require Corps of Engineer permit modifications procedures. Accordingly there will be substantial public input prior to construction of the district. The Resort District plan contains the traditional bulk headed canal lots, canal lots with natural shore line and areas with fresh water ponds, In addition to the canal system the district will include pedestrian pathways, cart paths and open areas. The Resort District borders Commodores Drive, Aquarius Street and portions of the Laguna Madre. A portion of the Resort District fronts on a protected habitat and will be designed to add separation between the protected habitat and the developed. property, BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND NORTH PADRE WATERPARK HOLDINGS LTD FOR INFRASTRUCTURE CONSTRUCTION TO ENHANCE ECONOMIC DEVELOPMENT This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and North Padre Waterpark Holdings Ltd. ("Schlitterbahn"), a Texas limited partnership. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November 17, 2009; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007; WHEREAS, the Board, on November 9, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and criteria for Granting Business Incentives on November 9, 2010; WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, Schlitterbahn is a major destination waterpark resort that will draw tourists and visitors from outside of the local area; WHEREAS, Schlitterbahn proposes to invest approximately $39 million over a 3 year period; WHEREAS, on May 4, 2012, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Schlitterbahn, through this Agreement with Schlitterbahn, to be used by Schlitterbahn to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark and that will result in increased economic development and the creation of 40 new full-time permanent jobs and 300 seasonal jobs in the City of Corpus Christi. In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and Schlitterbahn agree as follows: 1. , Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for three years beginning on the effective date. 3. Performance Requirements. a. Schlitterbahn agrees to use these funds to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark b. Schlitterbahn agrees to provide the Corporation with a sworn certificate by authorized representative of the business, certifying the amount used for infrastructure improvements. c. Schlitterbahn will provide the Corporation with a detailed list of infrastructure expenditures each year within 30 days of the anniversary of the effective date until the end of this agreement. 4. Grant Award. a. The Board will grant Schlitterbahn the amount of $5,000,000 over the term of the agreement, to be paid to North Padre WPH GP, LLC, general partner of Schlitterbahn. Schlitterbahn Type A Agmt; CPY 5-18.12 Page 2 of 9 b. One half of the grant ($2,500,000) will be awarded upon the Developer providing documentation that they have spent $5,000,000 for infrastructure improvements for the waterpark allowed under Section 501.103 of the Texas Local Government Code or have achieved 50% completion of the waterpark. 50% completion of the waterpark means that at least $10,000,000 has been spent on construction of the first phase of the waterpark. c. One half of the grant ($2,500,000) will be awarded upon the completion of the waterpark. Completion means that the Certificate of Occupancy for the waterpark has been issued by the City. 5. Buy Local Provision. a. Schlitterbahn agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 8. Warranties. Schlitterbahn warrants and represents to Corporation the following: a, Schlitterbahn is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Schlitterbahn has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Schlitterbahn has timely filed and will timely tile all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Schlitterbahn has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Schlitterbahn are duly authorized to execute this Agreement on behalf of Schlitterbahn. f. Schlitterbahn does not and agrees that it will not knowingly employ an undocumented worker, If, after receiving payments under this Agreement, Schlitterbahn Type A Agmt; CPY 5-18-12 Page 3 of 9 Schlitterbahn is convicted of a violation under §U.S.C. Section 1324a(f), Schlitterbahn shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date Schlitterbahn has been notified of the violation. 7. Compliance with Laws. Schlitterbahn shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non -Discrimination. Schlitterbahn covenants and agrees that Schlitterbahn will not discriminate nor permit discrimination against any person or group of. persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure, If the Corporation or Schlitterbahn are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Schlitterbahn are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Except as provided below, Schlitterbahn may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City Council and the Board, which approval will not be unreasonably withheld or delayed, The City agrees, however, that Schlitterbahn may assign all or part of its rights and obligations under this Agreement to any entity affiliated with Schlitterbahn by reason of controlling, being controlled by, or being under common control with Schlitterbahn or to a third party lender advancing funds for the construction or operation of the waterpark. The City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City Council or the Board to such an assignment will be required. Schlitterbahn agrees to provide City with written notice of any such assignment. The. foregoing notwithstanding, any assignment of Schlitterbahn's rights under this Agreement shall not release Schlitterbahn from its obligations hereunder. 11. Indemnity. Schlitterbahn covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries • (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Schlitterbahn Type A Agmt; CPY 5.18-12 Page 4 of 9 Schlitterbahn activities conducted under or incidental to this Agreement, Including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Schlitterbahn must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to lndemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Events of Default by Schlitterbahn. The following events constitute a default of this Agreement by Schlitterbahn: a. The Corporation or City determines that any representation or warranty on behalf of Schlitterbahn contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to, the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Schlitterbahn or any attachment or other levy against the property of Schlitterbahn with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Schlitterbahn makes an assignment for the benefit of creditors. d. Schlitterbahn files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Schlitterbahn become delinquent, and Schlitterbahn fails to timely and properly follow the legal procedures for protest or contest. f. Schlitterbahn changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Schlitterbahn is in default according to the terms of this Agreement, the Corporation or City shall notify Schlitterbahn in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Schlitterbahn to cure the event of default. 14. Results of Uncured Default by Schlitterbahn. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Schlitterbahn, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Schlitterbahn shall immediately repay all funds paid by Corporation to them under this Agreement. Schlitterbahn Type A Agmt; CPY 5-18-12 Page 5 of 9 b. Schlitterbahn shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Schlitterbahn of all sums due, the Corporation and Schlitterbahn shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Schlitterbahn may be held liable for any consequential damages. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Schlitterbahn's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Schlitterbahn is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Schlitterbahn specifically agrees that Corporation shall only be liable to Schlitterbahn for the actual amount of the money grants to be conveyed to Schlitterbahn, and shall not be liable to Schlitterbahn for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. in this event, Corporation will provide all supporting documentation, as Page 6 of 9 Schlitterbahn Type A Agmt; CPY 5-1812 requested. Payments to be made shall also require a written request from Schlitterbahn to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Schlitterbahn: North Padre Waterpark Holdings Ltd. Attn: Gary Henry 381 East Austin New Braunfels, Texas 78130 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.Q. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above, 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Schlitterbahn will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Page 7 of 9 Schlitterbahn Type A Agmt; CPY 5-18-12 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way Limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future Iaw or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the Iaw or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future Iaw effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue, Venue for any legal action related to this Agreement is in Nunes County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Schlitterbahn. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Corpus Christi B .s & Job Development Corporation By: Robert Tamez Vice President Date: of Schlitterbahn Type A Agmt; CPY 5.18-12 Page 8 of 9 Attest: By: Armando Chapa Assistant Secretary Schlittorbahn North Padre Waterpark Holdings Ltd By: North Padre WPH GP, LLC, general partner By: ry enry (/ Manager Date: -61/1 AU f MtikllC► THE STATE OF TEXAS COUNTY OF ,e49-roao This instrument was acknowledged before me on S Yh , 2012, by Gary Henry, Manager of North Padre VVPH GP, LLC, gene al part of North Padre Waterpark Holdings Ltd for North Padre Waterpark Holdings Ltd., a Texas limited partnership, on behalf of the partnership. 1 Notar ublic State of Texas Schlitterbahn Type A Agmt; CPY 5-18-12 Page 9 of 9 II ROAN ENGINEERING Park District A STATE OF TEXAS COUNTY OF NUECBS Job No. 38808132o1 April19, 2012 Fieldnotes.for a 75,1.19acre tract of land; said 75.119 acre tract being comprised of rho following tracts: Portion of Block 27A, Padre Island -Corpus Christi island Fairway Estates, a neap of which is recorded in Volume 46, Pages 208 lieu 210, Map Records of Nueces County, Texas; Portion of Loi 1, Block:27B, Padre Island -Corpus. Christi .Island Fairway Estates, a map of which is recorded in Volume 47, "Pages 1.63. thrix 165, Map Records of Nueces County, Texas; Lots 9 thin 13, Block 43, Lots 4 and 5, Block 44 and portions of Lots 6, 8 and14, Block 43, portions of Lots 1, 2, 3,6, 7, and 8, Block 44,, potions of Maracailto Drive and Zarara Drives Padre Island -Corpus Christi Island Fairway Estates, aivap of which is recorded in Volume 42, Pages 10 and 11, Map Records of Nueces County, Texas; Block 26, Padre Island -Corpus.: Christi Island Fairway Estates, a map.ofwbich is :recorded in Voiwne 40,. Pages :154 thru 150, Map. Records of Ntieces. County, Texas; Lots 7 thin 14, Block 41, Island Fairway Estates, a neap of which is recorded in Volume 42, Pages 16 and 17, Map Records of Nieces Comity, Texas; Commencing ata point on the west boundary of Padre Island Axive (State Highway:358) for the northeast coraer of Block 46, Padre Island-Cosrpus Christi -Island Fairwny'Eslates, a map of'wltich is xecorded in Volume 42, Pages 153 and 154, map Records of Nieces County, Texas and for the southeast corder: of saidBlock.27A; Thence,. North 06°24'41" West, a distance of 2312.75 feet to a point On the west boundary of Compass.Street, a 60 foot tivide public roadway, for a.coimiton corner of Lots 6 and 7, Block 41, Island Fairway Estates, a map of which is recorded in Volume 42, Pages 16 and 17, Map -Records of Nueces County, Texas, for the Point of h3egiruung of this tract -and fora corner of this tract; Thence, North 88°43'30" West, with tltc.continon boundary of said Lets 6 and 7; Block 41, same being the east boundary of thus tract, a distance of 1.07.28 feet for the southwest corner of said Lot 7, for the northwest corner of said Lot 6, for corner of said Block .27A and for a corner of this tinct; Thence, with -the common boundary of Lots 6, 5, 4, acid 3, said Block 41 and said.Block 27A, sante being the east boundary of this tract,as follows: South 80°34'30" West, a distance of 89.00 feet,. South 09°25'30" East,. a distance of 132.00 feet;. South 80°34'30" West, .a distance of 130.00 feet; South 09°25'30' East, a distance of 312.20 feet; South 01°16'24". West, at 63.69 feet pass the southwest corner of said Lot 3, Block 4, and the northwest corner of Lot 1, Block 27B, .Padrc Island -Corpus Christi Island Fairway Estates, a neap of which is recorded in { Volume 47,"Pages 163 thru 165, Map Records of Names ' County, Tcosas, inall a total distance of 236.96 feet for a common corner of said Lot 1, Block 27B, aad.said Block 27A :and a collier of this tract; Thence, with the westerly boundary of Lot 1, Black.2713, sante being die easterly boundary of said Block 27A and of this tract, as follows: South 24°32'29" Bast, a distance of 314.16 feet; South 87°22`40" East; a distance of 44.36 feet; South 17°02'40" West, a distance of 1350.00 feet for the southeast corner of this tract; S:1 Surveying138808111201WN3 t3808hh201-i'ARK -DISTRICT A.75 AC.doc Fuge 1 of3 (361)854-3101 2725 SWANINER DR. • CORPUS CRt4S.TLTEXAS 78404 FAX. (361)854-6001 www.urboinnrtg,com TBPE Firm #145 Job No. 38808.8201 April 19, 2012 Park District A - 75,119 acres Thence, South 58°2341" West, with the south boundary of this tract, a distance of 147.91 feet for a comer of this tract; Thence, North 50059'09" West, continuing with the south boundary of this tract, a distance of 390.56 feet for the southwest corner of this tract; Thence, with the west boundary of this tract, a distanoe follows: North 05°19'27" East, a distance of 711.17 feet; North 02°47'20" East, a distance of 257.36 feet; North 11°30'08" West, a distance of 696.00 feet; North 75°21'49" West, a distance of 532,65 feet; North 04"50'17" East, a distance of 200.23 feet; North. 28°53'07" West, a distance of 1125.48 feet to the proposed south boundary of the 80 foot wide Aquarius Street re -alignment for the northwest corner of this tract; Thence, North 6918`32" East, with said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, a distance of 684,61 feet for the point of curvature of a circular curve to the right which has a delta angle of 18°13'16", a radius of 330.00 feet, a tangent length of 52.92 feet and an arc length of 104.95 feet; Thence, with circular curve to the right, continuing said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, and arc length of 104.95 feet for the end of this circular curve to the right, for the northeast corner of Lot 20, Block 34 and the northwest of Lot 21, Block 34, Island Fairway Estates, a trap of which is recorded in Volume 40, Pages 183 and 184, Map Records of Nieces County, Texas and for a corner of this tract; Thence, South 02°09'30" East, with the common boundary of said Lots 20 and 21, Block 34, same being the north boundary of this tract, a distance of 50,57 feet for the common corner of said Lots 20 and 21, Block 34 and said Mock 27A and for a corner of this tract; Thence, South 44°14'30" East, with the south boundary of Lot 21, said Block 34, same being the north boundary of said Block 27A and of this tract, a distance of 280.66 feet for a common corner of said Lot 21, Block 34 and said Block 27A and for a corner of this tract; Thence, South 88°42'30" East, with the south boundary of Lots 22 and 23, said Block 34, same being the north boundary of said Block 27A and of this trract, a distance of 401,33 feet for a cotnmon corner of said Lot 23, Block 34 and said Block 27A and for a corner of this tract; Thence, North 01°16'30" East, with the east boundary of said Lot 23, Block 34, same being the north boundary of said Block 27A and of this tract, a distance of 142.15 feet for the beginning of a circular curve to the left whose radius point bears North 07°41'08" East 506.86 feet and which has a delta angle of 06024'38", a radius of 506.86 feet, a tangent length of 28.38 feet and an are length of 56.71 feet; Thence, with said circular curve to the left, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 27A and the north boundary of this tract, an arc length of 56.71 feet for the point of tangency; Thence, South 88°44'15" East, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 27A and the north boundary of this tract, at 310.23 feet pass northeast corner of said Block 27A and the northwest comer of Block 41, island Fairway Estates, Blocks 41-42, a trap of which is recorded in Volume 42, Pages 16 and 17, lvlap Records of Nueces County, Texas and continuing South 88°44'15" East, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 41 and of this tract, in all a total distance of 507,24 feet for the northeast corner of this tract and for the point of curvature of a circular curve to the right which has a delta angle of 90°00'00", a radius of 10.00 feet, a tangent length of 14.14 feet and an arc length. of 15.71 feet; S:iSurveying108B081T32U11FN358O8B2O1-PARK DISTRICT A-75AC.doc Page 2 of Job No. 38808,13201 April 19, 2012 Park District A - 75.119 acres Thence, with said circular carve to the right, with the northerly boundary of said Block 41 and of this tract, an are length of 15.71 feet to a point on the west boundary of Compass Street, a 60 foot wide public roadway, for the point of' tangency; Thence, South 01°16'30" West, with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, a distance of 100.00 feet for the point of curvature of a circular curve to the left which has a delta angle of 10°57'52", a radius of 549.81 feet, a tangent length of 52.77 feet and an arc length of 105.21 feet; Thence, with said circular curve to the left, with the west boundary of said Compass Street, same being the east boundary of said dock 41 and of this tract, an arc length of 105.21 feet for the point of tangency; Thence, South 09°41'22" East, continuing with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract; a distance of 362.89 feet for the point of curvature of a circular curve to the right which has a delta angle of 10°57'52", a radius of 489.81 feet, a tangent length of 47.01 feet and an arc length of 93,73 feet; Thence, South 01°16'30" West, continuing with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, a distance of 291.90 feet for the Point of Beginning and containing 75.119 acres of land, Description prepared from previous recorded plats and net from a current on the ground survey. No rnonuamentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Block 27A & 2713, Padre Island -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 tbru 210, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. AN ENGINEER". Ju: ' J. Salazar, R.P.L.S, License No. 4909 S:1SurveyingR388081B2011FN38808B201-PARK DISTRICT A-75AC,doc Page 3 of 3 lalartd Fairway Estates Black 278 Stocks 41-42 Padre Island–Carpus Christi Island Fairway Estates Vat. 42. Pgs. 16-17. Map 'Point of Beginning" Vol, 47, P. 163-165,, Records of Nueces County, Texas for £timate desesfpllon Records of Nuec o County. Texas re Island --Corpus Padre island Drive (State Highway 358) Island Fairway Estates "Paint of Carnrrtarcemeni" / Vol. 42, 45 and 46 .or 1�er.cte aescrigt;9n ` 9s 153^754. Map 11121311 18181381;1 ..1�_ Records of Nueces Texas 5 LINE SEARING 0 STANCE' LI 502'09'30"E 50.57' L2 501'16'30'W 100.00' 1..3 S06.41 '22"E 352-89' L4 S01'16'30"W 291.90' L5 N88'43'30'W 107.28' Le 580'34'30'W 89.00' L7 909'25'30*E 132.00' L8 580'34'301W 130.00' 1,9 509'25'30--E 312.20'l L10 SO1'15'24'W 235.95' Lt 1 524-32'29"E 314.15' L12 S8722'40 "E 44.36' #d05.3 9'27'E 713.17' NO2'47'20"E 257.36' Nri 40111111. r'3 N. 200.23' 'Padre Rte,°". q�,'°"�' 47.) �� kstarad--Corpus Christi `_gs Of island Fairway Estates 7� \ Val. 40, Pgs. 154-150, Maps N��• Records of Nuetes County, Texas �0 fitY, SQA 8/ fltrot? o ®rtt� M t®Accor.. �Q3P;417triiiiiire° �� I:.�►'' .'4? . Fe:ideates - a 75.119 acre troat of lard; said 75.110 etre . •--ing aomprfaed of the Following 4th• c r 27A Padre Island--Corpuo Chrfati island Fairway Estates, a map of which is i c 46, Pages 208 thru 210. Map Retards of Nue= County, Terra Portion cf Lot 1, it.:::.',i� Ct:� " Mock 278, Padrn Island --Carpue Ctarteti Island Fairway Estates, o map of which is recorded in Volume of Block O . — ? 47. es 163 thru 165 of Nueces S. +y�4Qo' " 5. sfoci 44 and portions Map Records mrsf�„ Slcclf 43, County. To tate 9L sthey 13. mock 43, Lots +and 1..,., I '" cl' 1' 44,portions ai t 1, 2. 3,6. 7. and a. Biotic , o ns of Zarou Drive, Padre Esku,d--Corpus Christi Island Fairway Estates, a �• � , a4. a`�cts• O map of which is recorded in Warne 42, Pages 10 and 11, Map Records of )lases County, Tezas; y?Vs Q, -1,674,Block 26 Poch* Isis us Christi island Fairway Estates. a map of which is recorded in Valorise 40, c 4,- Paget 154 thru 156. Up eeords of Mures County. Tear Lots 7 thra 14, Block 41, Wad Fairway 0 /Texas a map of wt$ch is recorded in Volume 42, Pages t6 and 17, Mop Records of *ECM County. 8e Padre Island --Carpus Christi island Farrway Estates Block 3 Vol. 40, Pgs, 145-146, Map Records of Nueaes County, Texas CURVE DELTA ANGLE LRADIUS IrAMGENT ARC LENGTH ,01 18'13'16" 330-00' 152-92' 104.95' '02 6'24'38" 506.56' ';28.38' 56.71' 03 90`00'00" 10.00' 10.00' 15.77' 04 10'57'52" 549.81' 152.77' 105.21' 05 10'57'52" 489.81' 47.01' 93,73' 0 400 800 GR i IC.,4%ALE Park District A LIRBA DATE: Apr. 19, 2012 ENGINEERING JOB NO.:38 08.82.01 �CORPUS cs RIS17. TEXAS SHEET: 1 OF 1 SCALE: tb ra vvzsr m. sx cmc rr7ar DRAWN BY: DL HAIL. 4347) 5.-s OE £ (34 j 654-.5 i � tl t,� Morinc District • LOCATION MAP OF Marina District, Island Walk District, Park District k Park District B and Resort District i1A7E: APRIL, 20, 2012 ENGINEERINGJOB 38808.132.01 FPI.* CHRISTI. TEXAS i SHEET 1 OF 1 Fera Bo. r ms se. a aaisrt a' r ,,/ DRAWN SY: RLG moo f,561) ase—.nae fact (.t) r 5 ENGI:NEE.R:INO Park DistrictB. STATE OF TEXAS COUNTY OF NUCES Job. No. 38808.13201 April 19, 2012 Fieltlrtotes for an 80.528 acre iraet of land Out .of the following tracts of iand: Block.27A; Padre rsland•Cotpus Ciuisfi Island Fairway Estates, a.map of which is recorded in Volume 46, Pages 208 thru 210, Map Records of Nimes County, Texas; Portion of Block 26, Padre Island,Coirpus Christi Island. Fairway Fstates, a :neap of which is recorded. in Volume 40, Pages 1M flint 159; Map Records of Nueces County, Texas; Lots 15 0)111 21 and portions of Lots 14, 22.and .23, Block 43, portions of Lots 6 thru 9, Block 43, portions of Maracaibo Drive and Zaraza Drive; Padre island -Corpus Christi island Fairway Estates, a map of which is recorded in Volume 42, Pages 10 and 11; Map Records of Nneces• County,Texas; Portions of Lots 1 thru 7, Block 33, Padrelsland.corptts Christi island Fairway Estates, .a.map of which is. recorded in Volume 40, Pages 154 dull 159, Map Records of Nueces County, Texas; Beginning at a point on the east boundary of Dasrnarinas Drive, publicxoadway, forthe southwest comer of 11, Block 32, Padr4 ISland=Corpus Christi island Fairway Estates, a map of which is: recorded in Volume 40, Pages 154 filo 15.9, Map Records of Mims: County, Texasand for a. corner of said Block 27A and of this tract; Thence, with the common boundary of said Block.27A and said Block 32, same being the West boundary of this tract, as follows: North 81°54'02" East, a distance of 101.34 feet; South 88°43'30" East, a distance of 74.22 feet; South 73°44'29" East, a distance of 74.35 feet forum point oeu�atue of circular curve to Idea which has a:delta angle of 209°58'.02", a -radius of 170.00 feet, and an arc length of 622.99 feet; Thence, whit said,circirlar carve to the left, continuing with the common boundary of said Blodk:27A and strict Block 32, sante being the west boundary of this. tract; an arelength of 622.99 feet for the point of' tangency;. Thence, .continuing with the common boundary of said Mod 27A and said Block 32, sante beingthe west boundary of this tract, as. follows: South 76°1.779" West, a distance of 74,35 feet; NOM 88°43'30" West, a distance of 74.22 feet; North 79°21'02" West, a• distance of 101.34 feet to the aforementioned east boundary of Dasmarinas Drive fora common comer of said Block 27A and Lot 1, said. Block 32 for a corner of this -tract; Thence, North 01°16'30" Fast, with: the east boundary of said Dasmariaas Drive, Same being the west boundary of said akick 2.7A. and of this tract, a distance of 55;50 feet for a common corner of said Block 27A and Mod( 31A, Padre Island- Corpus.Cluisti Island Fairway Estates, a map of which is recorded in Volume 40, Pages 154 thru 159, wrap Records ofNueces County, Texas; S:Surveying438801M2011W'N38848f320 i -PARK DISTRICT D..80 AC. doe Pa0e,14:45 (341)854-3101 2726 sWANTNER DR. • CORPUS CHR151I„TEXAS 7.8404 FAX (36I)854-6001 wwwUri)do ng,com TBPE Finn .#145 Sob No. 38808.13201 April 19, 2012 Park District 13- 80.528 acres Thence, North 81°48'46" East, with the common boundary of said Block 27A and said Block 3IA, same being the west boundary of this tract, a distance of 121.65 feet; Thence, North 01°1610" East, continuing with the common boundary of said Block 27A and said Block 31A, same being the west boundary of this tract, a distance of 160.00 feet Thence, North 81°4846" East, with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, a distance of 121.65 feet; Thence, North 01'16'30" East, continuing with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, a distance of 160.00 feet for the point of curvature of a circular curve to the right which has a delta angle of 24°45'00", a radius of 1722.47 feet, a tangent distance of 377.92 feet and an are length of 744.05 feet; Thence, with said circular curve to the right, continuing with the common boundary of said Block 31A and said Block 27A, same being the west boundmy of this tract, an aro length of 744.05 feet for the end of this circular curve to the right and for the beginning of another circular curve to the right which has a delta angle of 15°08'06", a radius of 1435.64 feet, a tangent distance of 190,73 feet and an arc length of 379.23 feet; Thence, with said circular curve to the right, continuing with the common boundary of said Block 31A and said Block 27A, satrne being the west boundary of this tract, an arc length of 379.23 feet for the point of tangency; Thence, North 41°09'36" East, continuing with the common boundary of said 13Iock 31A and said Block 27A, same being the west boundary of this tract, a distance of 57.09 feet to the south boundary of Cram Royal DriVc, a 100 foot wide public roadway, for a conunon corner of said Block 31A and said Block 27A and for a corner of this tract; Thence, South 52°22'26" East, with the south boundary of said Crown Royal Drive, same being the westerly boundary of said Block 27A and of this tract, a distance of 293,48 feet for a common corner of said Block 27A and Block 30, Padre Island -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 40, Pages 181 and 182, Map Records of Nueces County, Texas sand for a comer of this tract; Thence, with the conation boundary of said Block 27A and said Block 30, same being the westerly boundary of this tract, as follows: South 37°37'34" West, a distance of 73.43 feet; South 16°00'00" West, a distance of 649.00 feet; South 29°30'00" .Bast, a distance of 400.00 feet; North 85°00'00" East, a distance of 135.00 feet; North 54000'00" East, a distance of 190,00 feet; North 04030'00" East, a distance of 220.00 feet; North 31'2W00" East, a distance of 460.00 feet; North 39°30'00" West, a distance of 115,00 feet for the beginning of a circular curve to the bit whose radius point bears North 39030'00" West 100,00 and which has a delta angle of 36°00'00", a radius of 100.00 feet, a tangent distance of 32.49 feet and an arc length of 62.83 feet; S:1,Surveyingl388081B2011FT138808f201.PARK DISTRICT D3.8OAC.doo Page 2 of5 Job No. 38808.8201 April 19, 2012 Park District B - 80.528 acres Thence, with circular curve to the left, continuing with the common boundary of said Block 27A. and said Block 30, same being the westerly boundary of this tract, an arc length of 62,83 feet for corner of this tract Thence, continuing with the common boundary of said Block 27A and said Block 30, same being the westerly boundary of this tract, as follows: South 751'30'00" East, a distance of 112.17 feet; North 31°20'00" East, a distance of 235,00 feet; North 23°18'30" West, a distance of' 259.40 feet; North 40°00'00" East, a distance of 225.00 feet; North 16°30'00" West, a distance of 220,00 feet; North 38030`00" West, a distance of 180.00 feet; North 87°00'00" West, a distance of 120.00 feet; South 52°00'00" West, a distance of 135.00 feet; South 31°00'00" West, a distance of 270.00 feet; South 24°30'00" West, a distance of 250,00 feet; South 37°37'34" West, a distance of 160.00 feet to the narthboundary of said Crown Royal Drive for a common corner of said Block 27A and saki Block 30 and for a corner of this tract; Thence, North 52°22'26" West, with the north boundary of said Crown Royal Drive, same being the westerly boundary of this tract, a distance of 229.43 feet for a common corner of said Block 27A and Block 29, Padre Island -Corpus Christi Island Fairway Estates, a neap of which is recorded in Volume 40, Pages 154 thru 159, Map Records of Nueees County, Texas, for a corner of this tract and for the beginning of a circular curve to the left whose radius point bears North 54°01'30" West 1735.64 feet and which has a delta angle of 09°57'00", a radius of 1735,64 feet, a tangent distance of 151,09 feet and an arc length of 301.41 feet; Thence, with said circular curve to the lett, along the comrtton boundary of said Block 27A and said Block 29, same being the westerly boundary (Adis tract, an arc length of 301.,41 feet for the end of this curve and for the beginning of another circular curve to the left which has a delta angle of 21°30'53", a radius of 1032.13 feet, a tangent distance of 196.09 feet and an are length of 387,57 feet; Thence, with said circular curve to the left, continuing along the common boundary of said Block 27A and said Block 29, same being tate westerly boundary (Willis tract, an are length of 387.57 feet for a common corner of said Block 27A and said Block 29 and for a corner of this tract; Thence, North 85°29'23" West, continuing along the common boundary of said Block 27A and said Block 29, same being the westerly boundary of this tract, a distance of 120.00 feet to the east boundary of said Dasmarinas Drive for a common corner of said Block 27A and said Block 29, for a corner of this tract and for the beginning of a circular curve to the left whose radius point bears North 85°29'23" West 912.13 feet, and which has a delta angle of 29'01`29", a radius of 912.13 feet, a tangent distance of 236.10 feet and an arc length of 462.06 feet; Thence, with said circular curve to the left, along the east boundary of said Dasmarinas Drive, same being the westerly boundary of this tract, an are length of 462.06 feet for the point of tangency and the beginning of another circular curve to the let which has a delta angle of 39°27'38", a radius of 617.67 feet, a tangent distance of 221.53 feet and an arc length of 425.40 feet; S:1Surveyingt388081132011FN38808B201-MA.RK DISTRICT 13.80AC.doo Page 3 of 5 .leb No. 3880&.B201 April 19, 2012 Park District 13- 80,528 acres Thence, with said circular curve to the left, continuing with the east boundary of said Dasmarinas Drive, same being the westerly boundary of said Block 27A and of this tract, an arc length of 425,40 feet for the point of tangency; Thence,. North 63°58'30" West, continuing with the east boundary of said Dasmarinas Drive, same being the westerly boundary of said Block 2'7A and of this tract, a distance of 515.00 feet for the northwest corner of this tract and for the point of curvature of a circular curve to the right which has a central angle of 8999'55", a radius of 15.00 feet, a tangent distance of 15.00 feet and an arc length of 23.56 feet; Thence, with said circular curve to the right, with the north boundary of this tract, an arc length of 23.56 feet to a point on the south boundary of proposed 80 foot wide Aquarius Street for the point of tangency; Thence, North 26°01'30" East, with the south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this Mot, a distance of 290.98 feet for the point of curvature of a circular curve to the right which has a delta angle of 43"17'02", a radius of 330.00 feet, a tangent distance of 130.94 feet and an arc length of 249.30 feet; Thence, with said eircular curve to the right, continuing with the south boundary of proposed 80 foot wide Aquarius Street, sante being the north boundary of this tract, an arc length of 249.30 feet for the point of tangency; Thence, North 69°1$'32" East, with said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, a distance of 385.50 feet for a corner of this tract; Thence, with the northerly boundary of this tract, as follows: South 28°53'07" East, a distance of 1125.48 feet; South 04°50'17" West, a distance of 200,23 feet; South 75°21`49" East, a distance of 532,65 feet for the northeast corner of this tract; Thence, with the east boundary of this tract, as follows; South 11°30'08" East, a distance of 696.00 feet; South 02°47'20" West, a distance of 257.36 feet; South 05°19'27" West, a distance of 961.17 feet; South 05°21'25" East, a distance of 163.50 feet; South 20°1142" West, a distance of 155.61 feet; South 75°41'27" West, a distance of 90.76 feet; South 88°11'47" West, a distance of 260.62 feet; South 13°5044" West, a distance of 833.29 feet; South 00037'27" West, a distance of 612.84 feet for the southeast comer of this tract; Thence, with the south boundary of this tract, as follows: North 89°01'05" West, a distance of 270.00 feet; North 0098'55" East, a distane° of 115.00 feet; North 89°01'05" West, a distance of 70.18 feet for the point of curvature of a circular curve to the right which has a delta angle of 90'17'35", a radius of 160.00 feet, a tangent distance of 160.82 feet and an arc length of 252.15 feet; 8:1Survoying138868IB2611FN38868826I-PARK DISTRICT B-86AC.doe Page 4 of 5 Job No. 38808.B201 April 19, 2012 Park District B w 80.528 acres Thence, with said circular curve to the right, continuing with the southerly boundary of this tract, an arc length of 252.15 feet for the point of tangency; Thence, North 01°16'30" East, continuing with the southerly boundary of this tract, a distance of 454.66 feet for the point of curvature of a circular curve to the left which has a delta angle of 90°00'00", a radius of 265,00 feet, a tangent distance of 265.00 feet and an arc length of 416.26 feet; Thence, with said circular curve to the left, continuing with the southerly boundary of this tract, an arc length of 416.26 feet for the point of tangency; Thence, North 88043'30" West, continuing with the southerly boundary of this tract, a distance of 320,61 feet to the east boundary of said Dasnlarinas Drive for the southwest corner of this tract; Thence, North 01°16'30" East, with the east boundary of said Dasnharinas Drive, same being the west boundary of said Block 27A and of this tract, a distance of 53.13 feet for the Point of Beginning and containing 80.528 acres of land. Description prepared from previous recorded plats and not from a current on the ground survey, No oaonumentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Block 27A & 2713, Padre Island -Corpus Christi Island Fairway Estates, a map of which is reeorded in Worm 46, Pages 208 Mtn 210, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING 144111"60`1 Juan J. Salazar, RP.L.S. License No. 4909 S:1Surveying138808113261WN388o8B2o1-PARI( DISTRICT B-80AC.doc Page 3 of 5 LINE SEARING 01SL NCE 11 N8 r54'027 101.34' L2 568'43'30'E 74.22' 13 573'44'29"E 74.35' 14 l 576'17'299! 74.35' L5 N88'43'30V 74.22' L6 1179"21'02"W 102.34' 17 6631'36'30'E 55.50' 18 1481'49'467 121.65' 19 3V01'1634'E 160.00' L10 N41'09'397 57.08' LI 1 552'221.257 293.48' L12 53737'341' 73.43' L13 3'",6'00'08' ' 649.80' 114 529'30'00'E 400.00' L15 N85'00.007 135.00' 116 N54'00'007 190.80' 117 904'30'007 220.00' L18 €431'20'00'8 460.00' L19 N39'30'00'w 115.00' 124 575'30'00"8 142.17'! 121 N.31•20'007 235.00' 1.22 N23 -16'30"W 259.40' 123 4440'00'007 225.00' L24 N16'.33'00'W 220.00' ! 125 N38'30 00 18020 L28 N87'0000'W 120.00" 127 1 55200'00'W 13520' 128 i 531'00`00'61 270.00' 129 1 524'30"00'W 25020' 1.30 h ;37'37'3 160.40' 4_31 `r N52'22'2611, 229.43' 632 J N85'29"231v 120.00' 1.3.3 t N93'55'30'w 515.00' 1.34 N2.601 '307 290.98' 135 909'18.327 385.50' 147 soo'3727'w 912.84' Block 27A Padre bland -001'M Christi blond Fairway Estates Vol. 48, Pgs, 208-210, H.R.N.C.T. SO4'50' 17"W 200.23' SO2"47'20"W r 257.36' S0521'25"E 163.50' SD5' 19'27' W 961.17' CDRVE DELTA ANGLE RADIUS TAM E'fl' ARC LENGTH 01 209658'02" 170.00' --^-- 6.22.99' C2 24'45'00" 6722.47' 377.92' 744,05' C3 15'08'06" 1435.64' 190.73' 379.23' 04 136'0000" 100.00' 32.49' 62.83' 85 05'57'00" 1735.64' 151.09' 304.41' C6 21'30'53" .1032.13' 19629' 387.57' 87 89'59'55' 15.00' 15.00' 23.55' GS 43'77'72" 330.00' 130.94' 249.30' 89 90'17'35" 360,00' 180.52' 252.15' 3'20' 11'42"W 155.61' 265.00' 265.00' 416.26' 975'41'27*W 90,76' 13'. Padre island -Corpus Christi Island Fairway Estates Vol. 40, Pg oc145--146, Map 6' 44'y�, _ Records of Nueaes County, Texas 33,29. L47 Block 27A Padre island -Corpus Christi Island Fairway Estates Vol. 48, Pgs. 208-210, Mop Records of Nueces County. Texas A =29'01'29" R=912.13' T=236.10' L=462.06' . =39`27'38" R-617.57' L49 T=221.53' L501 L=425.40' 151 Sikse 152 6489'01'05'W N00'58'55'2 4489'01'05"W No G'30"E 4488'43'30"' 153 NO 116-30T 04:12 Cj 270.00' 115.00' 70,18' 454.66 320.61'1 53.13' Map to Accompany Padre Esiand-Corpus Island =re Falrway Peidnates for an 80.528 e tract of land out of the following Voce: Of lonaVol. 40, P 154- Rode 27A, Pcdre turd -Corpus Christi Island fairarcy Estates, a map of which Records of Nusces Estates 159, Map Courtly, Texas in recorded in Volume 46, Pages 206 thru 210, Map Records cif Nueces County, Tacos; Portion of Black 26, Padre 16otd-Carpus Christi !stand Fcuway Eototea. a mop of shish is recorded in Valame 40, Pogo 154 k1i 159, Map Racards •0 0 400 800of Nuecea County, Tenon Lacs 15 Neu 21 and por5cn Lots i 14. 22 rood 23, Rock 43, portions of lots 5 trim 9, Block 43, porDaas of Maracaibo Drive and Zarcxo Drive, Padre Island -Corpus Christi Ward Fairway &arte% o map of *hich is recorded in Volume 42, Pages 10 and 11. Map Records of Nuaces GRAPHIC SCALE County. Texaa7 sad Portions of Lata 1 thru 7, 'tock 33, Padre lekmd-Corpus 1" = 400 Christi Island Fairway Estates, a map of which is recorded in Volume 40. Pogea 454 thru 159. Mop Record of Hueco* County. Tema ortk caw er 1w5 ittr .s -lour: cam mai wit it L53 Dasmarinas Drive Pont"iof Beginning" for f416no14 descri2' Park District B DATE: Apr. 19, 2012 SCALE: 1"=400' ENGINEERING JOB NO.: 3880'.'2.01 cofzisus CliFIIsrl, TEXAS / SHEET: 1 4F 1 F 449 2525 s.� a s1 aux 43 �awc DRAWN BY: DL f37J 254-369! Fo'5 ('361) su-649 � ,�I f 170091:1D orztvE LOCATION MAP OF Marina District, Island Walk District, Park District A, Park District 13 and Resort District DA1E: AFRIL 20, 2012 ENGINEERING: R2di1 CORPUS cHRIsn. TEXAS SIFT: 1 OF /1� Frill Eagiusaorta vf7f6f(X } BY: RIX 92e RBAN ENGINEERING Island Walk District STATE, OF TEXAS . COUNTY OF NUECES .J Job No. 38808.820.1 April 18, 2012 Fleldnotcs fora 94.628acre tract of land; said 94,628 acre tract being comprised of the following tracts: a portion of Block 27A, 'Padre Island -Corpus Christi Island Fairway Estates, atinap ofwhack _is recorded in Volume 46, -Pages 208 thtu2141 Map Records ofNuueces County; Texas; a portion of. Lot "i, Block 271, Padre Island -Corpus Christi Island f airway Estates, a map of whioh is recorded in VOlume:41, Pages 163 dun 165,.Map Records of Nueces Cotrrtty; Texas; all of Lots 13: through 28Eand'Lot 15, Block 45, Padre Island- Corpus Christi, Island Fairway &states, Blcieks 43 and 46,-a. map ofwitich isrecorded in Velma 42, Pages 153 through 154, Map Records. of Nueces County, Texas; all of Lots 4 and .5, Block 3,, Padre Island - Corpus Christi Island .l airway Estates, Block 3, a map -of which is recorded in Volume 40, Pages 145 through 146, Map Records of nieces County, Texas;: all of Lets 1 through 5, Block 40,.Lots 1 through 10, Block 39, Lots 1 through. 11, Block 38, Lots 1 through 18, Block 37, Lots 1 through 3, S:through 13, portions of Lots 4 through 7, Block 33, :portion of Tr&sor Drive, Steed Drive and calypso Drive, all as Shown on the recorded plat of Padre Island -- Corpus Christi; Island Fairway Estates, a Map of which, is recorded in Volume 41, Pages 128 -through 129, Map Records of nieces County, Texas. 1303 -inning ata point (no monuinentation found onset) on the west bottndatyof Padre Island Drive (State I1igltway 358) for the northeast corner of Block 46, Padre Island -Corpus Christi lsland.Failway Estates, a map of which is recorded.in Volume 42,'ages 133 and 1.54; Map Records ofNueces County, Texas, for the southeast corner of said Block 27A and. for the acorner of this tract; Thence North 88°43'30" West, with the conation boundary of said. Block 27kand said:13lock 46, same being the east boundary of this tract, a distance of 262.59 feet for the point of curvature (no tinonumentation. found or set) of a circular curve turning to the left which has a delta angle of 61°00'00", a radius of 254:65 feet, a tangent length of 150.00 feet and an arc: length of 271.11 feet; Thence, with said circular crave to the left , continuingwith said common boundary of said Block. . 27A dtnd, said Block 46., same being the east boundary of this tract, an are ie'ngtli of 271.11 feet for the point of tangency (no tnonuiuerltation found or set); Thence, South 30°16'30" WeSt., .continuing with said Colinton boundary of said Block27A and Said .Block 46; sane' being the cast boundary oftlus tract, a distance of 258,55 feet for a corner of this tract; Thence;. South 59°43'30" Eastovith the cerumen boundary of Letts 12 :and 13,. said Mock 46, same being the easterly boundary of this tract, :a.distance of 3 80.00.feet to the west boundary of Netto Court; a.public.roadway, for a.coinmon corner of said sots 12 and 13 and for a corner of this tract; Thence, with theVvest boundary of said Netto Street, same being the easterly boundary of this tract, as .follows:. South 30'100" West, a distance of 695.87 feet; South 759.6':22" West,a distance of 28.29 foot; South 30°16'30" West, a distance of 100.00 feet; South 5.9°43'30" East., a distance of 110,00 feet to the east boundary of said Nemo Court; Thence, North 30°16'30" East, with the east boundary of said Nemo .Court, swine being the casteriy boundary of this tract, a distance of 46.01 foes for a common corner -of Lots 15 and 16, Block 45, Padre Island -Coypus Christi Island Fairway Estates and fora carte • of this tract; NASorveyingl38803\132011Fi i38..80gB2oi -ISLAND WAi K DIS'T'RICT -94. C:doo Pape t of 3 (361)854-3101 2725 SWANTNFR DR, a CORPUS CHRISTI,TEXAS 7.8404 FAX (361)854-.6001 www.urbanong,com TBPE Firm.#145 lob No, 38808,B201 April 19, 2012 Island Walk District — 94.628 acres Thence, South 59°43'30" East, with the common boundary of said Lots 15 and 16, same being the easterly boundary of this tract, a distance of 120.00 feet; Thence, South 31.12'43" East, continui g with the common boundary of said Lots 15 and 16, same being the easterly boundary of this tract, a distance of 165.81 feet; Thence, South 01°1610" West, continuing with the common boundary of said Lots 15 and 16, saute being the easterly boundary of this tract, a distance of 155.00 feet to the center of an existing Navigation Channel for a comer of this tract; Thera`, North 88°43'30" West, along the center of said Navigation channel, same being the easterly boundary of this tract, a distance of 423.58 .feet for the point of curvature of a circu ar curve to the left which has a delta angle 01 90°00'00", a radius of 140,00 feet, a tangent length of 140.00 feet and an are length of 219.91 feet; Thence, with circular curve to the left, continuing along the reenter of said Navigation channel, same being the easterly boundary of this tract, an arc length of 21991 feet for the point of tangency; Thence, South 01°16'30" West, continuing along the center of said Navigation ehannel, same being the easterly boundary of this tract, a distance of 645.00 feet to the north boundary of Whitecap Boulevard, a public roadway, for the southeast comer of this tract; Thence, North 88°43'30" West, with the north boundary of said Whitecap Boulevard, sari being the south boundary of this tract, a distance of 1915.00 feet to the intersection of said north boundary of Whitecap Boulevard with the east boundary oflDasmarinas Drive, a public roadway, for the southwest comer of this tract; Thence, North 01°16'30" East, with the east boundary of said Dasmarinas Drive, same being the west boundary of this tract, a distance of 470.00 feet for the point of curvature of a circndar curve to the right which has a delta angle of 08°03'24", a radius of 2637.98 feet, a tangent distance of 185.78 feet and an arc length of 370,94 feet; Thence, with said circular curve to the right, continuing with the east boundary of said Dasmarinas Drive, same being. the west boundary of this tract, an are length of 370.94 feet for the point of reverse curve of a circular curve to the left which has a delta angle of 08°02'56", a radius of 2430,34 feet, a tangent distance of 170.99 feet and an are length of 341,41 feet; Thence, with said circular curve to the lett, continuing with the east boundary of said fasrnarinas Drive, same being the west boundary of this tract, an arc length of 341.41 feet for the point of tangency; Thence, North 01°16'30" East, continuing with the east boundary of said Dasmarinnas Drive, same being the west boundary of this tract, a distance of 319.88 feet for a corner of this tract; Thence, with the westerly boundary of this tract, as follows: South 88°43'30" Bast, a distance of 320.61 feet for the point of curvature of a of circular curve to the right which has a delta angle of 90°00'00", a radius of 265.00 feet, a tangent distance of 265.00 feet and an arc length of 416.26 *et; Thence, with circular curve to the right, continuing with the westerly boundary of this tract, an are length of 416.26 feet for the point of tangency; S:\Survcyingl3880811320PPPN38848B2O1-JSLAND WALK DiST12JCT 94A.C.doa No 2 era Job No. 3880813201. April 19, 2012 Island Walk District -. 94,628 acres Thence, South 01°16'30" West, continuing withthe westerly boundary of this tract, a distance of 454.66 feet for the point of curvature of a of a circular curve to the left which has a delta angle of 90°17'35", a radius of 160.00 feet, a tangent distance of 160.82 feet and an arc length of 252.15 feet Thence, with said circular curve to the left, continuing with the westerly boundary of this tract, an arc length of 252.15 feet for the point of tangency; Thence, continuing with the west boundary of this tract, as follows: South 89°01'05" East, a distance of 70.18 feet; South 00°58'55" West, a distance of 115.00 feet; South 89°01'05" East, a distance of 270.00 feet; North 00°37'27" East, a distance of 612.84 feet; North 13°56'44" East, a distance of 833.29 feet; North 88°11'47" East, a distance of 260,62 feet; North 75°41127" East, a distance of 90,76 feet; North 20°11'42" East, a distance of 155.61 feet; North. 05°21'25" West, a distance of 163,50 feet; North 0519'27" East, a distance of 250.00 feet for the northwest corner of this tract Thence, South 50°59'09" East, with the north boundary of this traet, a distance of 360.56 feet; Thence, North 58°23'41" East, continuing with the north boundary of this tract, a distance of 147,91 feet; Thence, North 17°02'40" East, continuing with the north boundary of this tract, a distance of 1350.00 feet; Thence, with the westerly boundary of Lots 1, 2 and 3, Block 27B, Padre lslandCorpus Christi Island Fairway Estates, a map of which is recorded in Volunne 47, Pages 163 thru 165, Map Records of Nueoes county, Texas, same being the easterly boundary of said Block 27A and the northerly boundary of this tract, as follows: South 87°22'40" East, a distance of 60,36 feet; South 17°42'39" nasi, a distance of 285.11 feet; South 47.11'01" East, a distance of 288.22 feet to the west boundary of aforementioned South Padre Island Drive for the southeast comer of said Lot 3, Block 27B, for a comer of said Block 27A and for the northeast corner of this tract; Thence, South 01°1690" West, with the west boundary of said Padre Island Drive, same being the east boundary of said Block 27A and of this tract, a distance of 83L78 feet for the Point of Beginning and containing 94.628 acres of land. Description prepared from previous recorded plats and not from a current on the ground survey, No monumentation was found or set at property corners Curless otherwise noted. Bearings based on the recorded plat of Block 27A & 27B, Padre !stand -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 thru 210, Map Records of Nieces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. License No. 4909 S:1Su veyingL388081F32U11FN388089201-ISLAND WALK ;�y4 .•.,, i~, Page of 3 800 Padre Isla- cop s oris!; iskrrld Fainray Estates Vol, 47, Pos. 163-165, Map Records of &aces County, Tacos GRA?WC SSE <�-i✓r � Nlli �Y�'.:�-mss_ �rL Padre Island Drive (State Highway 358) P �w �p"s c t3 Fairway Estates unning�" Blades ' and 46 "Point of Beg for fieldncte d a� Vol. 42. Pgs. 1'53'-i54, M p Reirenrdn of tkieces Cou Texas S01'16'30"W 831.78' L13 553'4330"E 120.00' 1.14. 53212'43`E 165.31' L15 501'16'30'V 155.00' 116 N88.43'30'W i 423.58' 120 N01.16'30"E 319.88' 121 588'43'30"E 320.61' L22 501.15'30'W 454.66' L23 589'09 05"E 70.18' 124 SOa'58'55'W 115.00- L25 S89'01'052 270.00' L25 600'37'27"E 512.84' LINE 8EJRIN0 I DtS7ANCE 11 5672240'E 80.36' L2 517-42'39"E 285.11' 13 54711'61-E 228.22 L5 N88'43'30'W 26259' 1.6 530'16'30V 258.55' 17 559'4-3'30"E 380.00' 1.9 575'16 221g 28.25' 110 S30':5'30W 100.00' L11 559'4330"E 110.00' L12 N30'16'30"E 44.01' Padre Island_FarrieryEstates Basta 45 and 46 VoL 42. Records of M 53-1 MEP aocmrt Tom \adreIslRock 27A and -Careers Christi Island Fairway Estates Vat, 46, Pgs. 208-210, Map Records of Nueces County, Texas N05' 19'27'E 250.00' N05'21'25"W 163.50' 94.628 Acres rr 7$56' N75'41'27"E 90.76' Padre Island -Corpus Christi Island Fairway Estates Block 3 Vol. 40, Pgs. 145-146, Map Records of llueces County. Texas 83z L26 L20 3 1401'16'30"E 470.0 Dasmarinas Drive 2 Ai - Mapi Map to Accompany Feldnotes far a 94.628 acre tract of land: said 94.625 acro tract teeing comprised of the following tracts: o portion of Slack 27A, Padre island -Corpus Christi island Fairway Estates. a map or which is recorded in Volume 46. 18 lode Padre Island -Carpus thru 0,M Rem, of Nunes County, 7oxcas a portion of Lot Christi intend Fairxay Estates„ a map of which is recorded in Volume 47, Pages 163 ts's 165. Hap Records of Nieces County. T4xo`o an of lots 13 through 28 and Lot 15. Elioak 45. Peds Island - Corpus Christi, Island Fairway Estates, elock5 45 and 46, a mop of 'which is recorded in Volume 42, Pages 953 through 154, flop Retards of Names County Texas; all at lots 4 and 5, Sods 3. Padre Island - Corpus Christ's Wood fairway Estates, Block 3. a mop of which is recorded in Volume 40, Pages 145 through 145. Map Records of Nueces County. Texas; oe of Let* 1 t mush 5, Slack 48, Lots 1 through 10, Block 39. tats 1 through 11, Block 38 Lots 1 through 18. Block 37, Lots 1 through 3. 8 through 13. portions of lets 4 through 7. Block 33, portion of T e'sor Drive, Steed arise and Calypso Drive. all as shown on the recorded plat of Padre island -- Carpue Ci*ristl. Island Fairway Estates, a map of reach i7 recorded in Volume 41, Pogas 126 through 124, Mop Records of Nueva: County, Texoe. Matchl'lne A' CURVE DELTA ANGLE RADIUS TANGENT ARC LENGTH C1 61"00'170" 254.65' ;150.00' 271.11' C2 90'00'00" 1400.00' 140.00' 219.91' C3 i08'03'24" 2537.95' 185.78' 370.94' C4 308'02'56" 2430.34' 170.99' 341.41' C5 190'00'00' 265.00' 265.00' 416.26' C6 190'17'35" 160.00' 160.82' 252.15' Island Walk District RATE: Apr. 19, 2012 SCALE, 1.=400' JOB NO.: 35808.82.01 ENGINEERING SHEET: 1 OF 1 CORPUS ingenue, TOGAS J DRAWN BY: 7OL URS 5. a m LS. U • • r Marina District IrADRG ISLAND CRIVE LOCATION _AMP OF Marina District, Island Walk District, Park District A, Park District B and Resort District DAME APRIL 20, 2012 ENGINEERING N CORPUS cx sn, TEXASJOB N0. 38808.2.011 smut,1 of 1 aris sa ams arca it f FitAYd�d B7 RLG t fel �s4-� Y six (. 1J as�-5 9� . URBAN ENGINEERING Rejort District STATE OF TEXAS COUNTY" OF-Nt7ECES ;lob Na. 38808,B261 April 18, .2012 Fieldnotes:for a 231;899" acre tract of -land (not based on:an on: the ground.sutvey) out. of Padre Island -Corpus Christi Commodore's Cove. Unit Two, a map of'Which is recorded. in Volume 38, :Pages 36 -through 44, Map Records of Nueces County, Texas; out of Block 22-R, Padre Island. --•Corpus. Christi Island Fairway Estates, a reap of vvlttch is recorded in Volutxze. 48, Page 19, Map Records of Nueces County, Texas,, out of Island fairway Estates, ;Blocks,34, 35 and 3h,.a tnapof which is recorded in. Volurite 46, Pages 10 and 184, MapRecords ofNneces County, Texas, and out of Padre Island Carpus Christi, Wand Fairway Estates, Blocks 43 and 44, a map of which is recorded in Volume 42; Pages 10 and 11, Map Records ofNueces County, Texas;: said 2.31.899 acre tract being more:folly described.as follows' Beginning -at the southwest subdivision eerner of said Padre Island -Corpus Christi Commodore's Cove Unit Two for the seed -West comcr:ofthis tract; Thence, I+Iortli26°27`14" East, along thewest boundary of'said of Padre Island -Corpus Christi Commodore's Cove Unit Two,same being the west boundary of this tract, a distance of 1942.87 feet for the beginning Oa circular curve 1011W left whose radius pointbears North 09628'56" East 1699.66 feet and iNltichllas a delta angle oI 102°05'17 , 2 rad its Of 1699.66 feet ; a tangent length of 2102.20 feet and an ate length of -3028.40 feet; Thence, With said eircutar curve to the left, leaving said 11 -rest subdivision, boundary and continuing along tiro west boundary of this tract, an arc let►gth.of 3028..40 feetto the common boundary of said Padre Island -Corpus Christi Commodore's Cove Unit Two and of Padre Island -Corpus Christi. Commodore's, Cove Uirit Ono, a neap of which is recorded in Volume 38, Pages 34.and 35, Map Records; of Nueces County, Texas -for the end of this circular carve tO :the Iet1: and :for .the northwest comer of this tract; Thence, North 81°29'51" East, with the common boundary of said Commodore's Cove Unit One and said Commodore's Cove Unit'1'wo,. same being the north boundary of this tract, a distance of 33...16 feet; Thence, North 08°30'00" West; continuing with the conunon:boundary of said Commodore's Cove Unit One and said Conunodore's .Cove Unit Two, same being. theazorth boundary of this tract, a distance of 15.00 feet; Thence, North: ,1°30'00" East, continuing with the coru►uon boundary of said C,ornntodore's Cove Unit Otteand said Commodore's Cove Unit Two, same bcing.the north boundary of this tract, a distance:of 605:00 feetfor the: beginning"of circular curve to the right whose radius point`bears South 08°:35'51" Past 165,5.4 feet and which has a delta angle of 3'4"40'02", with a radius of 165.54 feet, a tangent distance of 51.67 feet and an arc length of 100..16 feet; Thence, with -said circular curve to the right, continuing with the comzuon boundary of said Commodore's Cove Unit One and.. said Conungdore's .Cove:Unit Two, samebeing the north boundary of this tract, an arc length of 100.16 feet for the end of:titis circular curve td. the right; Thence, South 63°58'30" East, continuing:with the common boundaryof said Ctanunodorc's Cove Unit One and said Commodore's Cove Urit Two, same being the north boundary y of this tract, a distance of 3.00:02 feet to the south boundary of Dragonot Street, a 50 foot wide public roadway, . fora corner of this tract;. SASurveyirig1388081B2,O11M3880RA201-Rt8012T Ta1STRICT-231AC.doc Page 1 01 (361)1354-3101 2725.SWANTNER DR.. CORPUS CHR1ST1,TEXAS 78404 FAX (361)854-6001 www;urbaneng.com TBPE Firm #145 Job No. 38808.B201 April 18, 2012 Resort District - 231.899 acre tract Thence, South 26°01'30" West, leaving said common boundary and continuing along said south boundary of Dragonet Street, sante being the north boundary of this tract, a distance of 165.00 feet to the east boundary of Bello Drive, a 50 foot wide public roadway, for a corner of this tract; Thence, South 63°58'30" East, with tate east boundary of said Bello Drive, same being the north boundary of this tract, a distance of 355.00 feet to the east boundary of Aquarius Street, a 60 foot wide public roadway, for a corner of this tract; Thence, North 26°01'30" East, with the east boundary of said Aquarius Street, same being the northerly boundary of this tract, a distance of 155.00 feet for the point of curvature of a circular curve to the right which has a delta angle of 90°00'00", with a radius of 10.00 feet, a tangent distance of 10.00 feet and an arc length of 15.71 feet; Thence, with said circular curve to the right, an arc length of 15.71 feet for the point of tangency on the southerly boundary of Commodore's Drive, an 80 foot wide public roadway; Thence, South 63°5W30" East, with the southerly boundary of said Commodore's Drive, same being the north boundary of this tract, a distance of 512,27 feet for the point of curvature of circular curve to the right which has a delta angle of 44°19'25", a radius of 377.25 feet, n tangent distance of 153.66 feet and an arc length of 291.84 feet; Thence, ence, with said circular curve to the right, continuing with the south boundary of Conunodore's Drive, sarne being the north boundary of this tract, an arc length of 291.84 feet; Thence, South 19°13'30" East, continuing with the southerly boundary of said Commodore's Drive, same being the north boundary of this tract, a distance of 991.20 feet for the point of curvature of circular curve to the left which has a delta angle of 10°15'33", with a radius of 506.86 feet, a tangent distance of 45.50 feet and an are length of 90.76 feet; Thence, with said circular curve to the left, continuing with the southerly boundary of said Cotutnodore's Drive, same being the north boundary of this tract, an are length of 90.76 feet for the end of this circular curve to the left, for the northeast corner of this tract and for the beginning of a reverse curve turning to the right which has a delta angle of 864)57`28", with a radius of 20.00 feet, a tangent distance of 18.97 feet and an arc length of 30,35 feet; Thence, with said circular curve to the right, an arc length of 30.35 feet for the point of tangency on the west boundary of proposed Aquarius Street and for the beginning of another circular curve to the right which has a delta angle of 30°21'53", with a radius of 139,50 feet, a tangent distance of 37.86 feet and an are length of 73.93 feet; Thence, South 8705010" West, with said west boundary of proposed Aquarius Street, sante being the east boundary of this tract, a distance of 153.62 feet for the point of curvature of circular curve to the left which has a delta angle of 18°31'58", with a radius of 410,00 feet, a tangent distance of 66.89 feet and an are length of 132.62 feet; Thence, South 69°18'32" West, continuing with said west boundary of proposed Aquarius Street, same being the east boundary of this tract, a distance of 1070.11 feet to the point of curvature of a circular curve to the left which has a delta angle of 30°31'02", with a radius of 410.00 feet, a tangent distance of 111.84 feet and an arc length of 218.38 feet; Thence, with said circular curve to the left, continuing with said west boundary of proposed Aquarius Street, same being the east boundary of this tract, an arc length of 218.38 feet to the west boundary of existing Aquarius Street for a corner of this tract; Thence, South 26°01'30" West, with the west boundary of said existing Aquarius Street, a distance of 1456.54 feet to the intersection of said west boundary of Aquarius Street with the south boundary of Lucio Drive, 50 foot wide public roadway, for the southeast corner of this bract; S:1Surveying1388081132010438808B201-RESORT DISTRICT-231AC.doc Page 2 of 3 Job No. 38808.13201 April 18, 2012 Resort District - 231899 acre tract Thence, North 63°58'30" West, with the south boundary of said Lucio Drive, same being the common boundary of said Commodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, a map of which is recorded in Volume 65, Pages 87 and 88, Map Records of Nuecces County, Texas and same being the south boundary of this tract, a distance of 220.13 feet to a circular curve to the left which has a delta angle of 26°27'16", with a radius of 230.26 feet, a tangent distance of 54.12 feet and an are length of 106.32 feet; Thence, with circular curve to the left, continuing with said common boundary of said Commodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, same being the south boundary of Luclo Street and of this tract, an arc length of 106.32 feet for the point of tangency; Thence, South 89°34'14" West, continuing with said common boundary of said Commodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, same being the south boundary of Lucia Street and of this tract, a distance of 474.00 feet for the northwest corner of said Commodore's Pointe P.U.D 2 Unit 2 and for a corm of this tract; Thence, South 00°25'46" East, with the west boundary of said Commodore's Pointe P.U.D 2 Unit 2, same being the southerly boundary of this tract, a distance of 135.00 feet for a coiner of said Commodore's Pointe P.U.D 2 Unit 2 and of this tract; Thence, South 89°34'14" West, continuing with the southerly boundary of this tract, a distance of 263.50 feet; Thence, South 54°01'30" West, continuing with the southerly boundary of this tract, a distance of 162.50 feet; Thence, South 26°01'30" West, continuing with the southerly boundary of this tract, a distance of 413.09 feet; Thence, North 63°58'30" West, continuing with the southerly boundary of this tract a distance of 135.98 feet; Thence, South 26°01'30 West, continuing with the southerly boundary of this tract, a distance of 252.75 feet; Thence, North 63°32'46" West, continuing with the southerly boundary of this tract, a distance of 1590.75 feet to the Point of Beginning and containing 231.899 acres of land. Description prepared from recorded plats and previous surveys and not a current on the ground survey. No monuinentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Padre Island«Corpus Christi Commodore's Cove Unit Two, a map of which is recorded in Volume 38, Pages 36 thru 44, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING ' rt-Qefroal Juan J. Salazar, R.P.L.S. License No. 4909 S:1Surveying138808113201tTN3880813201-RESORT D1S iRICT-23IAC.doc Page 3 of 3 Taint at -Begriming' N2677'14"E 1942.87 L15 3 7 2.31.899 Acres 526•01 30'W 1450;59` '• CURVE DELTA ANGLE ARC LENGTH RACIUS [TANGENT 01 102'08'17" 3028.40' 1699.56' 2102.20' 02 34'40'03" 100.16' {165.54' 51.67' 03 44'19'25" 291.84' 377.25' 153.65' 04 10'15'33' 90.75' 505.56' 45.50' C5 65'57'28" 30.35' 20.00' 18.97' 06 30'21'53' 73.93' 139.50' 37.56' 07 15'31'56' 132.52' 410.00' 66.89' C8 30'31'02" ;218.38' L14 410.00' 111.84' C9 26'27'16" 106.32' i 230.26' 54.12' 010 9000'00" 15.71' 110.00' 10.00' ,de" LINE BEARING DfSiANCE Li N81'29'51"E 33.16' L2 N08'30'00"W 15.00' L3 563'58'30"E 300.02' L4 526'01'30"W 165.Q0' L5 S63'58'30"E 355.00' L6 N26'01'30"E 155.0€' L7 53750'30"W 153.62' L8 N63'58'30"lit 220.13' L9 S89'34' 14"w 474.00' L10 50725'46"E 135.00' Li 1 S89`34'14 -"W 263.50' L12 S54'01'30'W 162.50' L13 526'01'30"W 413.09' L14 N63'58'30" W 135.96' L15 S26'01'30"W 252.75' C10 Map to Accompany J • Fear/notes for a 231.899 acre tract of land (not based on an on the Mtn ground surrey) out of Padre Elland -Corpus Ciuisd Cammodaro`s Cave COunit Two, a rnap of which is recorded in Volume 38, Paw 38 through 44, &lap Records of Humes Count/. Texas, out of 8ioeic 22-R. Padre island - orpus Ohsisti Wand Rdneay Estates, a rnop of which is s') recorded lin Volume 48, Page 19 lisp Records of Nunes Coordy, 'term, out of bond Fairway Estates, Black 34, 35 and 36, a mop of which to recorded {n Volume 40. Pages 183 and 184> Map Records of ed NUB=Courcy. Texas, and out of Padre Island - Corpus Cherfsti, island Fairway Estat s, Blocks 43 and 44, a map of which is recorded in Voiume 4Z Pages 10 and 11, Mop Records of Nuocss Cour*. Texas Resort Disci UFWAIst DATE: APRIL.19, 2012 ENGINEERING SCALE:600' JOB NO.::338808.62.01 CORPUS CHRISTI, TEXAS f $HEE: 1 Of 1 DRAM BY: RLG firm nor lis 2225 5' SiortnerS, Copx. CImeisk JX 78405 RIM' CS) 554-2101 Flex 1351)850-6254 g� 4; 111 Marina District PAW -C.' CLAN° DRN: ..LOATIONMAP OF Marina District, Island Walk District, Pork District A, Park District B and Resort District DA L 20; 2012 ENGINEERING SLAILN-111:478808.132.01 CORPUS CHRISTI, TEXAS f SHEET: 1 OF 1 '. tz, eu st'��, S DRAWN By: RL.G ROAN ENG INEERIN,G Marina District STATE .4.E TEXAS COUNTY OF NUEC]S Job No. 3880833240 April 18, 2012 Fieldnotes for a 91.587 acre tract of land; said 91..587 acre tract being out of the. following tracts: .a 2:3,07 acre tract; an 85.22 acre tract and a 49.89 acre tract out of Padre Island Nuraber 1, as shown on the vacating plat of Padre island Corpus Christi. Section H Unit 1 and Portions of Padre Island: No. 1, a map of which is recorded in Volume 52, Pages 60 through 62, .Map Records of Nueces. Cora ty, Texas, and out of a portion. of a 224.923 acre tract of landout of Tracts e. and D, Padre island No, 1; said 91.587acre tract being More fully described by metes and bounds as follows; :Beginning at a point (no tnonunrentation found or set) on the east boundary of Padre island Drive .(State Highway 358) for the southwest comer of this tract, from which point of beginning, the southwest corner of Lot 19A, Block22, Padre Island Number 1, a map of which is recorded in Volume 13, Pages 1 through 8, Map Records of Nueces County; Texas, same being the intersection of the north boundary of Whitecap Boulevard, public roadway,with the east boundary of said Padre Island Drive:.(State Highway 358) hears, -South 01°16.'30" West, a distance of 1337.62.feet; Thence, North 01°16'30" East, along said east boundary of Padre Island Drive (State Highway 358), a distance of 3362,00.fcet for the northwest corner (no I ionuincntation found or set) of this tract; Thence, South :88°43'30" East, along the north boundary of tllis tract, a distance of 690,52 feet for the northeast corner (no monumentation found or set) of this tract; Thence, along -the east. boundary of this tract as follows: South 52051159":East, a distance of -478.97 feet; South 019.5'15" West; a distance of 350,00 feet; South 43°44'45' East, a distance of 680.00 feet;. South 01°15'15" West, a distance of700 00 feet; South 46015'15" West, a distance of 741.52 feet; South 01415'15" West, a distance. of 801.04 feet for the southeast corner (no monumentatlon found of set) of this tract; Thence, along the south boundary of this tract, same being the northerly boundary of Padre Island — Corpus Christi, Cane Harbor Bay, a map of .which is recorded in Volume 49, Pages 5 and 6, Map Records. ofNueces County, Texas as follows: North 65°19'19" West, adistance of 188.29 South 73°40'26" West, a distance of 170:00 feet,• S:1Sutveying1388o8\1120111?N3880813201•MA1WA-91A0.doe Pagel of 2 (361)854-3101 2725 SWANTNFR DR, • CORPUS CHRISfl,TPXAS 78404 FAX (361)854-6001 www,urbaneng,corn TBPE Firm #145 Job No. 38803.14201 April 18, 2012 Marina District — 91.587 Acres South 25°22'02" West, a distance of 261.52 feet; Thence, North 89°40'25" West, a distance of 594.73 feet to the Point of Beginning and containing 91.587 acres of land. Description prepared from previous surveys and not a current on the ground survey. No moimmentatian was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Padre Island Number 1, a map of which is recorded in Volume 13, Pages 1 through 8, Map Records of Nueces County, Texas. Unless this freldnotes description, including preamble, seal and signature, appears in its entirety, in its original foam, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING ro /ddeba-% Juan J. Salazar, R.P.L.S. License No. 4909 3:18urveying1388081B2O RPM880813201-MARINA-91AC.doe Page 2 of/ 224.923 Anes out of Tracts C and C, Padre Island No. 1 S01'15'15"W 350.00' S01' 15'15" W 700. Vacating Pkat of Padre Island -- Corpus Christi Section H Unit 1 and Portion of Padre Island No. 1 Vol. 52, Pgs. 60--62, Map Records of Nueces County, Texas 91.587 Acres lat of Podre Istord� uacating a Christi Section H Unit 1 and Portions of Padre Island Na. 1 Vol. 52, Pgs. 60-62, Map Records of Nueces County, Texas N01' 16'30"E 3382.00' Padre Island Drive (State Highway 358) Map to Accompany S01'15'15"W 801.04' N651 1889.2'199''W 1 573"40`26'W 170.00' 525'22'02"W 261.52' Seldnotes for a 91.592 acre tract of lamb said 91.592 acre tract being out of the following tract= a 23.07 acre tract, en 85.22 acre tract and a 49.89 acre tract out of Padre island Number 1, as shown on the vacating plat of Padre island — Corpus Chrfs8 Section 11 Unit 1 and Portions of Parrs Island No. 1. a reap of which is recorded in Volume 52, Popes 60 through 62, flap Records of Names Cowdy. Texas, and out of a portion of a 224.523 acro Tract of land out of Tracts C and 0, Padre hand No. 1. Carus co' ne 49, Theis. 5-6, Mop 1. t89 ��ry.°, of 4i'�°s Harbor Boulevard 'Point of nning` for fieldnote description Vacating Plat of Padre island — Corpus Christi Section H Unit 1 and Portions of Padre /skald No. 1 Vol. 52. Pgs. 60-62. Map Records of Nueces County, Texas a ••s Avenue Padre island Number 1_ Va:1 113 Black 22 6, I Mop Records of Nueces County Texas `Igtm erca i!A cam curs amrn 501'16'30"W 1337.62' 400 0 400 800 GRAPHIC SCALE URBA Marina _District DATE: Apr. 19, 2012 ENGINEERING 40NO.: : 1y358e08.82.01 CORPUS CHRLST1, TEXAS} 5i'ltt.[: 1 of 1 Fir, No. 14.i, ms s.mtmr sa pyo Dai re INtw f DRAWN BY: XG aft& (X) 8:50-310f Ywr• - 60 854-6WI 5.1.5...00faaglgokatsatae[ 444MOSSN* G 0 03 0. Marina District • Jo. / „„sbrt " , !! I/ it 6 p6 LOCAMON MAP OF Marina District, Island Wolk District, Park District A, Park District B and Resort District LIFIBA N DATE APRIL 20. 2012 ENGINEERING 1SCAI.ENTS JOB NO.: 38808.B2.01 CORPUS CHRISTI. TEXAS SHEET: 1 0 1 Fn.& MS. 2723 St..• &rpm aat.: 78faf DRAWN By: RLG FfiCee (353; 851,5101 FiLt iNVIS4-50Cf SiSftwa264424Pi5t4i40,06433M16r1 METES & BOUND DESCRIPTION FOR PROPOSED TAX INCREMENT FINANCE DISTRICT A proposed Tax Increment f=inance District in the city limits of the City of Corpus Christi, located in Nueces County, Texas consisting of 1,930.30 acres, more or Tess, and more particularly described as follows; Beginning at a point, the intersection of the centerline of South Padre Island Drive (Park Road 22) and the present Nueces-Kieberg County line, for the southeasternmost corner of the tract herein described; Thence northwesterly along the present Nueces-Kleberg County line, to Its intersection with the centerline of Paimira Avenue, shown on plat of Padre island No. 1 in volume 13, pages 1 through 8, Nueces county, Texas, Map Records, for the southwesternmost corner of this tract; Thence northerly along the centerline of Paimira Avenue, to its intersection with the centerline of Avant! Avenue, shown on plat of Padre Island -- Corpus Christi, Section 4, in Volume 33, Pages 44 through 47, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence westerly along the centerline of Avant! Avenue to its intersection with the southerly extenslon of the centerline of a 20 foot alley located east of and adjacent to Block 215 of said Padre island - Corpus Christi, Section 4, for an outside corner of this tract; Thence northerly with the centerline of said 20 -foot alley and its northerly extension, to a point on the centerline of Cruiser Street, for an outside corner of thiS tract; Thence easterly along the centerline of Cruiser Street, to its intersection with the southerly extension of the east line of Lot 15, Block 192, Padre island -- Corpus Christi, Section 4, for an Inside corner of this tract; Thence northerly with the east line of said Lot 15, Block 192, Padre island -- Corpus Christi, Section 4 and its northerly extension, to a point 40 feet north of the northeast corner of said Lot 15, for an Inside corner of this tract; Thence westerly and southerly along a line that is 40 feet northwest of and parallel to the northwest Zine of Block 192, Padre island - Corpus Christi, Section 4, to a point on the north right-of-way line of existing Whitecap Boulevard, for an outside corner of this tract; Thence westerly along the north right-of-way line of existing White Cap Boulevard, to the southwest corner of Block 27A, Padre island -- Corpus Christi, island Fairway Estates, shown on Plat of Record in Volume 46, Pages 208 through 210, Nueces County, Texas, Map Records, for an outside corner of this tract; Metes & Bound Description Page 2 Thence northerly along the west line of said Block 27A, Padre island - Corpus Christi, Island Fairway Estates, its curves and its angles, to a point on the south right-of- way ightof- way fine of existing Commodore's Drive, for an outside corner of this tract; Thence easterly along the south right-of-way line of existing Commodores Drive, to its intersection with the southerly extension of the centerline of a 100 -foot wide canal, located west of and adjacent to Blocks 508 thrdugh 511, Padre island -- Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County; Texas, Map Records, for an inside corner of this tract; Thence northerly with the centerline of said 100 -foot wide canal and its northerly extension, to its Intersection with the centerline of another loo -foot wide canal, located north of and adjacent to Lot 4, Block 502, Padre Island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 39, Pages 164 and 165, Nueces County, Texas, Map Records, for an outside corner of this tract; Thence easterly with the centerline of said 100.foot wide canal, which Is located north of and adjacent to Lot 4, Block 502, Padre Island - Corpus Christi, Mariner's Cay, to its Intersection with the southerly extension of the east line of Lot 1, Block 85, Padre island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northerly with said east line of Lot 1, Block 85, Padre Island - Corpus Christi, Mariner's Cay, and Its northerly extension, to a point on the centerline of existing Jackflsh Avenue, for an Inside corner of this tract; Thence westerly along the centerline of said Jackfish Avenue, to a point on the centerline of existing Ambrosia Street, shown on plat of Padre Island - Corpus Christi, Section 3, in Volume 33, Pages 83 and 84, Nueces County, Texas, Map Records, for an outside corner of this tract; Thence northwesterly along the centerline of existing Ambrosia Street, to Its Intersection with the centerline of existing Aquarius Street, for an outside corner of this tract; Thence northerly along the centerline of said existing Aquarius Street, to its intersection with the southeasterly extension of the southwest line common to Lots 46 through 52, Block 72, Padre Island - Corpus Christi, Section 2, shown on Plat of Record in Volume 41, Page 187, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northwesterly with said southwest line common to Lots 46 through 52, Block 72, Padre island -- Corpus Christi, Section 2, to the west corner of said Lot 52, for an outside corner of this tract; Thence northeasterly with the northwest line of said Lot 52, Block 72, Padre Island Corpus Christi, Section 2, to.a point on the southwest right-of-way of existing South Padre Island Drive (Park Road 221 for the north corner of said Lot 52 and a corner of this tract; Metes & Bound DescriptEon Page S Thence northeasterly crossing said existing Soutn Padre Island Drive (Park Road 22), to a point, for the west corner of Block 1, Padre Island— Corpus Christi, Section 18, shown on Plat of Record in Volume 313, Pages 69 and 70, Nueces County, Texas, Map Records, and a corner of this tract; Thence northeasterly and southeasterly along the boundary line of said Block 1, Padre Island -- Corpus Christi, Section 18, to a pbint on the southeast line common to State Tracts 58 and 61, for an inside corner of this tract; Thence northeasterly along said southeast line common to State Tracts 58 and 61, to its intersection with a line that is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, for the northernmost corner of this tract; Thence southeasterly, along said line which Is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, to Its intersection with the northwesterly extension of the southwest line of a 280 -acre tract, more or less, now or formerly owned by Nueces County, Texas, described In Document No. 888926, Nueces County, Texas, Deed Records, for an Inside corner of this tract; Thence southeasterly with the southwest line of said 280 -acre tract and Its extensions, crossing State Highway 361 and continuing southeasterly to a point on the vegetation line near the shoreline of the Gulf of Mexico, for the east corner of this tract; Thence southwesterly, along said vegetation line, to a point on the southwest line of a 137.73 -acre tract, more or less, now or formerly owned by Eric C. Lower, described in Document No. 956588, Nueces County, Texas, Deed Records, for an inside corner of this tract; Thence southeasterly, with the southwest line of said 137.73 -acre tract, to a point on the shoreline of the Gulf of Mexico, for an outside corner of this tract; Thence southwesterly, along the meanders of the shoreline of the Gulf of Mexico, to its intersection with the easterly extension of the north right-of-way line of Beach Access Road No. 4, for an outside corner of this tract; Thence easterly, with the north right-of-way line of Beach Access Road No. 4 and Its extensions, to a point on the centerline of South Padre Island Drive (Park Road 221, for an inside corner of this tract; Thence southerly along the centerline of said South Padre Island Drive (Park Road 22), to Its Intersection with the present Nueces-Kleberg County line, for the point of beginning. Save and except 16.00 acres, more or less, described as Padre Island Corpus Christi, Cane Harbor Bay Subdivision, shown on plat of Record in volume 49, Pages 5 and 6, Nueces County, Texas, Map Records; And Metes & Bound Description Page 4 save and except 91.02 acres, more or Tess, consisting of Nueces County Park No. 2 (Packery Channel Park), a portion of Padre Island No. 1 Subdivision, all of Padre Island No. 2 Subdivision, and a portion of the Nicolas and Juan Jose Bali! Survey, Abstract No, 1998, located west of and adjacent to Playa Del Rey, and more particularly described as follows; Beginning at a point of the southwesterly shoreline of existing Packery Channel, a point of intersection with the easterly extension of the south line of Lot 16, Block 34, Padre island No. 1, shown on Plat of Record in Volume 13, Pages 1 through 8, Nueces County, Texas, Map Records, for the easternmost corner of this tract; Thence westerly with the south line of said Lot 16, Block 34, Padre Island No. 1 and Its extensions, to a point on a Zine that Is 120 feet west of and parallel to the west right-of- way line of existing Playa Del Rey, for a southwesterly outside corner of this tract; Thence northwesterly along said line which Is 120 feet west of and parallel to the west right-of-way line of existing Playa Del Rey and its northerly extension, to a point on the centerline of existing Verdemar Drive, shown on plat of Padre island No. 2, In volume 13, Page 28, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northwesterly along the centerline of said existing Verdemar Drive, to its Intersection with the centerline of existing sand Dollar Avenue (formerly Tortugas Avenue), for an outside corner of this tract; Thence northeasterly along the centerline of said existing Sand Dollar Avenue (formerly Tortugas Avenue), to Its Intersection with the southeast fine of Nueces county Park No. 2 (Packery Channel Park), for an inside corner of this tract; • Thence southwesterly along the southeast line of Nueces County Park No. 2 (Packery Channel Park), to a point on the northeast 'right-of•way line of existing South Padre Island Drive (Park Road 22), for an outside corner of this tract; Thence northwesterly along the northeast right-of-way Zine of said South Padre Island Drive (Park Road 22), to Its intersection with southeast line of Block 4, Padre Island - Corpus Christi, Section 18, shown no Plat of Record in volume 105, Page 57, Nueces County, Texas, Map Records, for the south corner of said Bieck 4 and an outside corner of this tract; Thence northeasterly along said southeast line of Block 4, Padre Island - Corpus Christi, Section 18, to its east corner thereof, for an Inside corner of this tract; Thence northwesterly along the northeast line of said Block 4, Padre Island Corpus Christi, Section 18, to Its north corner thereof, for a point on a line common to Block 2, Padre Island -• Corpus Christi, Section 18, shown on Plat of Record In Volume 38, Pages 69 and 70, Nueces County, Texas, Map Records, and Nueces County Park No. 2 (Packery Channel Park), and the west corner of this tract; Thence northeasterly with said Zine common to Biock 2, Padre Island - Corpus Christi, Section 18 and Nueces County Park No. 2 (Packery Channel Park), to a point on the southwesterly shoreline of existing Packery Channel, for the north corner of this tract; Metes & Bound oescrlptton Page 5 Thence southeasterly along the meanders of said southwesterly shoreline of existing Packery Channel, to Its intersection with the easterly extension of the south tine of Lot 16, Block 34, Padre !stand No. 1, for the point of beginning, (H; WQRIASHRREDIMETESITAXINCRX/S11 Padre Island Tax Increment Finance District yr �>inr/ 11. I I Ili 1 uviRr t1'if $€' EI �t�7(a,nt�i?l ))[Its. j j(�I t - - ... iJ1ISl1�}ti�'j15�155ii31,:3 JI. i if 'iJii��+11F,5"1 jq,1i 3 t t e7t [ff 311 0„3i i}t jJ tilEI l 11 tJt R; Jill] . `It t 1. t �rir) nu; . X11 Ifllipallln[ 1 ifl{II}t [11111 lrnl.lIlIIIII It # li* E1 ,L ld 3� � .11,n, LIIF(i 11 1 IPS f 8111 1 }tlliilllllll, �i4/1(3i=.tII�ll it1111!illlj'� t, ., , 01 ME [ 1 -3 ,Iil(Ilm' �il I l 1 -j! lull11a31r1,i, W6Iosi iit Iii „Flf> / alt it 1.i I-1�`5 4 t u.l t € \s`tlto-a\ il101 r, 1}'. 5 51 1 tLl- �ij � :V; �3 I 4�idlYlil�fl} ��F a.IjIvq,ad{sill 1 Ir lar Erl 1111..1/011,yri {1 f 7}11 7 '' � (tt e \ f ,7 J liirij�� h};EfGfi 1'illll1 I..I?:71JrrG9j4�?yix •,�?1 i Padre Seel / County Pali( >>V ! �tLtlrr syY ' r r,,1:1r;flsF Source: Department of Development Services Padre Island - Tax Increment Financing District Menlo r10 Mar 0 0.5 1 2 Miles City of Corpus Christi Development Services Prepared By: D, Hryant AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for the City Council Meeting of February 10, 2015 DATE: January 15, 2015 TO: Ronald L. Olson, City Manager FROM: Emily Martinez (361) 882-7448 emartinez©ccredc.com First Amendment to the Business Incentive Agreement Sam Kane Beef Processors, LLC CAPTION: Resolution approving the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane") to accelerate the incentive payments for the creation and retention of jobs at their beef packing plant in the City of Corpus Christi extra territorial jurisdiction. PURPOSE: Accelerate the payment of the incentive agreement to Sam Kane Beef Processors, LLC BACKGROUND AND FINDINGS: In June 2013 the City Council approved a Type A grant in the amount of $3,000,000 for Sam Kane Beef Processors, LLC for the creation of 100 new jobs and the retention of 739 jobs with an annual payroll of approximately $21 million. The agreement states the incentive will be paid out in five annual payments of $600,000. In June 2014 Sam Kane was in compliance with the agreement and had retained 739 jobs, created 27 jobs and paid annual wages of $26,431,048, far exceeding their stated goal. They received their first incentive payment of $600,000. The turnaround of Sam Kane Beef has been successfully implemented but they have simultaneously endured the effects of historic lows in the U.S. cattle supply and overcapacity in the industry. In 2014, Sam Kane recruited a strong team from across the industry and set up a new performance measure system. In addition, they have added significant new customers which have just begun taking products in quantity. Sam Kane is now seeing the results from this work and will be performing better than the market average on sales as they head into 2015. Their challenge will continue to be weathering the market; however indicators show that relief will begin early in 2015 and they expect profitability will return strongly in 2016. Drought conditions for much of the last 8-10 years have forced ranchers to sell off most of their herds. This is a typical cycle in the cattle industry, although it has been much deeper this time than in past years. Recent rainfalls in the last several months have resulted in the beginning of recovery for the cattle industry. Sam Kane keeps a detailed inventory of cattle in feed yards going out six months. They currently have enough cattle available to support their current run rate, with availability rising through the summer months, which is typical of the season. The herds will rebound due to supply and demand. With cattle bringing record prices, the ranchers will look to sell some but also to hold some back to generate more inventory. This is according to the Cattle Fax, National Cattlemen's Association, National Cattle Buyers Association, North American Meat Institute — all parties agree that herd rebuilding is underway. Sam Kane continues to make capital investments at the facility to ensure maximum reliability and efficiency. In addition the owners have recently made an additional investment of $8 million to help cover operating costs. Sam Kane is requesting that the remaining balance of the Type A grant ($2,400,000) be accelerated and paid out this year to assist the company while the market rebounds. The Type A Board voted to approve the accelerated payment at their January 19, 2015 meeting. ALTERNATIVES: The Council may disapprove this request. Sam Kane will likely not have the capital to see them through the recovery and as a result may be forced to close the facility and lay off their entire workforce of 700 employees. In addition this closure will also affect approximately 33 feed yards within the South Texas region that provide cattle to Sam Kane, transportation companies, and farmers. OTHER CONSIDERATIONS: Sam Kane is the last beef processing facility in South Texas. The increased transportation costs of shipping cattle, and the general stress on cattle due to travel would shut down the cattle industry in South Texas directly affecting feed lots and ranchers. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 3,000,000 0 3,000,000 Encumbered / Expended Amount 600,000 0 600,000 This item 2,400,000 0 2,400,000 BALANCE 0 0 0 Fund: 1140 Type A Large Project RECOMMENDATION: Staff recommends approval of the pre -payment to Sam Kane Beef Processors, LLC in the amount of $2,400,000. LIST OF SUPPORTING DOCUMENTS: Resolution Sam Kane Type A Agreement Page 1 of 2 Resolution Approving the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane") to accelerate the incentive payments for the creation and retention of jobs at their beef packing plant in the City of Corpus Christi extra territorial jurisdiction Whereas, the Type A Corporation has budgeted funds to assist businesses create and retain jobs in the City of Corpus Christi, Texas ("City"); Whereas, The Type A Corporation and the City Council approved in June 2013 a grant to Sam Kane of $3,000,000 with equal payments of $600,000 over 5 years that was deemed in the best interest of the City and citizens and approved the business incentive agreement for the creation and retention of jobs at Sam Kane between the Type A Corporation and Sam Kane; Whereas, Sam Kane is faced with market difficulties beyond their control and, having been paid $600,000 in the first year of the grant, has requested the remaining incentive amount of $2,400,000 be accelerated to this year; and Whereas, The Type A Corporation voted on January 19, 2015 to approve the amendment, setting forth various conditions for the acceleration and requiring the retention of 739 jobs and the creation of 70 jobs for 809 jobs in total; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the first amendment to the business incentive agreement for the creation and retention of jobs at Sam Kane between the Type A Corporation and Sam Kane, which is on file at the City Secretary's office, is approved. This resolution takes effect upon City Council approval on this the day of , 2015. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor APPROVED: day of , 2015. Corpus Christi, Texas of , 2015 The above resolution was passed by the following vote: Nelda Martinez Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill Page 2 of 2 FIRST AMENDMENT TO THE BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND SAM KANE BEEF PROCESSORS, INC FOR CREATION AND RETENTION OF JOBS This First Amendment to the Business Incentive Agreement ("Amendment") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane"), a Texas Limited Liability Company. WHEREAS, the Corporation and Sam Kane entered into a certain Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Corporation") and Sam Kane Beef Processors, LLC ("Sam Kane"), a Texas Limited Liability Company for the creation of jobs at their beef processing facility located in Corpus Christi, Texas, dated July 15, 2013 ("Agreement"); WHEREAS, Sam Kane has requested to accelerate the remaining incentive payments to be paid this fiscal year; WHEREAS, on January 19, 2015 the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas to amend the Agreement; NOW, THEREFORE, in consideration of the covenants, promises, and conditions stated in the Amendment, the Corporation and Sam Kane agree as follows: 1. The effective date of this Amendment is the latest date that either party executes this Amendment. 2. Exhibit A of the Agreement is hereby amended such that Sections 1 and 2 thereof are deleted and replaced with the following: 1. Sam Kane shall retain 739 full-time jobs during the term of this Agreement, with an average annual salary of $27,700 per year. Sam Kane shall create at least 70 full-time jobs over the term of this Agreement. a. Sam Kane has been paid $600,000 for the first year and will be paid $2,400,000 in the second year. b. Should the Company fall below the Performance Standards at the end of the term of the Agreement, Sam Kane shall pay back the reduced percentage of the Remaining Cash Incentive (as illustrated below). Such reduction will be in that percentage equal to the percentage Sam Kane's performance falls below the Performance Standards. However, if Sam Kane's performance falls below 70% at the end of the term of the Agreement, then Sam Kane shall pay back the Remaining Cash Incentive. As an illustration, the reduced Remaining Cash Incentive shall be calculated as follows: if at the end of the term of the Agreement Sam Kane only has 750 full-time employees, which represents 92.7% of 809 full-time employees, Sam Kane would be required to pay back 7.3% of the Remaining Cash Incentive (i.e., $175,200). As a further illustration, if at the end of the term of the Agreement Sam Kane only has 550 full-time employees, which represents 68% of 809 full-time employees, Sam Kane would be required to pay back the full amount of the Remaining Cash Incentive. 1 Type A Business Incentive Agreement Amendment Sam Kane 4 Type A Bus Incen Agmt Sam Kane Beef 01-20-15 c. Prior to receiving the above-described payment for the second year, Sam Kane must provide to the Corporation a schedule that sets forth for Sam Kane the capital invested to -date in Sam Kane by its current and prior members; d. During the term of this Agreement, Sam Kane's capital distributions will be limited to "Tax Distributions," which are distributions to Sam Kane's members that are limited to amounts intended to facilitate the members' payment of their respective tax obligations relating to any calendar year. If, however, during the term of this Agreement Sam Kane makes capital distributions other than Tax Distributions, Sam Kane will be obligated to return the $2,400,000 second year grant payment to the Corporation, and the original performance standards, and associated $600,000 per year incentive payments, will be restored as they currently appear on Exhibit A of the Agreement. [Remainder of Page Intentionally Left Blank] 2 Type A Business Incentive Agreement Amendment Sam Kane 4 Type A Bus Incen Agmt Sam Kane Beef 01-20-15 Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Bart Braselton President Rebecca Huerta Assistant Secretary Sam Kane Beef Processors, LLC By: Date: Louis A. Waters, Jr. President THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on , 2015, by Louis A. Waters, Jr., President, for Sam Kane Beef Processors, LLC a Texas Limited Liability Company, on behalf of the Sam Kane Beef Processors, LLC. Notary Public State of Texas 3 Type A Business Incentive Agreement Amendment Sam Kane 4 Type A Bus Incen Agmt Sam Kane Beef 01-20-15 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 27, 2015 Action Item for City Council Meeting February 10, 2015 DATE: 1/14/2015 TO: Ronald L. Olson, City Manager THRU: Susan Thorpe, Assistant City Manager SThorpe@cctexas.com 361-826-3898 FROM: Eddie Ortega, Director of Housing and Community Development EddieO@cctexas.com 361-826-3234 Approving grant funds for the rehabilitation of the La Armada 11 Public Housing Complex. CAPTION: Motion approving grant funds for the rehabilitation of the La Armada II Public Housing Complex, and authorizing the City Manager or his designee to execute an affordable housing agreement with the Corpus Christi Housing Authority. PURPOSE: The Corpus Christi Housing Authority will rehabilitate 93 the La Armada II Public Housing Complex, which will bring 93 previously unused units back into service. The executed grant will authorize the Corpus Christi Housing Authority to carry out this scope of work. BACKGROUND AND FINDINGS: La Armada was built in 1939 and 1940 as military housing. Since completing its military service, La Armada II has served citizens of Corpus Christi as Public Housing. However, after 70 years of use, the property is in desperate need of revitalization. Currently 93 of the 400 units have been removed from service due to physical deterioration. By utilizing this funding request as leverage to assist the CCHA, the CCHA plans to utilize its HUD Operating Financing Program and Capital Fund Program as their funding sources. Construction will be completed over a two year period with an estimated cost of $5.3 million. The request for $500,000 represents an approximate 10% match toward the project which will be received over two fiscal years from the Type A Board. On January 19, 2015, the Type A Board approved a funding grant request from the Corpus Christi Housing Authority for the amount of $500,000 for the rehabilitation of the La Armada II Complex. Of the $500,000 that is to be awarded, $350,000 will be funded from FY2014-2015 and the remaining balance of $150,000 will be funded from FY2015-2016 Type A Affordable Housing funds. On January 20, 2015, the Corpus Christi City Council approved the 2014 revisions of the Corpus Christi Business and Job Development Corporation Affordable Housing Goals and Strategies which was to acknowledge and allow for the support of rental housing projects as an Affordable Housing strategy for the citizens of Corpus Christi. The execution of this funding agreement will allow the revitalization of La Armada II Public Housing Complex to move forward to bring 93 vacant units back online and the remaining 307 units are being rehabilitated, improved and modernized. Within the Type A funding allocation, $300,000 remain for Homebuyer Assistance funding for the remainder of the fiscal year as well as $150,000 remains available for other affordable housing projects. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This project is consistent with the Type A Board's Affordable Housing Goals and Strategies. This grant will be used for the support of affordable rental housing for the very low-income citizens of Corpus Christi. EMERGENCY / NON -EMERGENCY: Immediate action is necessary for the efficient and effective administration of the City's affairs. This is a routine, non -controversial item. DEPARTMENTAL CLEARANCES: Housing and Community Development staff, along with the Legal Department staff have reviewed and cleared the proposed amendment. FINANCIAL IMPACT: Operating Expense Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $350,000 $350,000 Encumbered / Expended Amount This item $350,000 $350,000 BALANCE Fund(s): Comments: N/A RECOMMENDATION: Housing and Community Development staff recommends the approval of the execution of the Affordable Housing funding agreement between the City of Corpus Christi and the Corpus Christi Housing Authority. LIST OF SUPPORTING DOCUMENTS: None AGENDA MEMORANDUM City Council Meeting of January 27, 2015 DATE: TO: January 7, 2015 Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com 826-3897 FROM: Valerie H. Gray, P.E. Executive Director of Public Works valerieg@cctexas.com 361-826-3729 Jerry Shoemaker, P.E. Acting Director of Capital Programs jerrys2@cctexas.com 361-826-3516 UPDATE TO CITY COUNCIL Bond Street Program Update STAFF PRESENTER(S): Name 1. Valerie H. Gray, P.E. 2. Jerry Shoemaker, P.E. OUTSIDE PRESENTER(S): None BACKGROUND: Title/Position Executive Director Acting Director Department Public Works Capital Programs This presentation will provide City Council discussion regarding Bond Street Projects. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENTS: Presentation — Bond Street Program update Corpus Chr sti Capital Programs Bond Street Program Update n a Council Briefing January 27, 2015 www.cctexas.c©m www.cctexas.com Bond Project Summary Corpus Chr"sti Capital Programs S = Street, H&S = Health & Safety, F = Facilities, P&R = Park & Recreation, MP = Master Plan, ED = Eco. Dev. Infrastructure Other Street Facilities 1 BOND 2004 37 Projects Proposition 1 S 25 Proposition 2 H&S 2 Proposition 3 F 3 3 Proposition 4 P&R 2 4 Proposition 5 MP 1 2 2 BOND 2008 59 Projects 1 Proposition 1 S 31 4 Proposition 2 H&S 4 Proposition 3 H&S 15 2 Proposition 4 H&S 13 1 Proposition 5 F 4 Proposition 6 P&R 6 10 Proposition 7 MP 1 S = Street, H&S = Health & Safety, F = Facilities, P&R = Park & Recreation, MP = Master Plan, ED = Eco. Dev. Infrastructure Other Street Facilities 3 BOND 2012 44 Projects Proposition 1 S 21 Proposition 3 F 5 Proposition 4 P&R 2 3 Proposition 5 F 4 Proposition 6 H&S 2 Proposition 7 H&S 1 Proposition 8 ED 6 4 BOND 2014 28 Projects Proposition 1 S 15 Proposition 2 S 13 S = Street, H&S = Health & Safety, F = Facilities, P&R = Park & Recreation, MP = Master Plan, ED = Eco. Dev. m�unv [_Texas [(ern Bond Street Program Summary (Proposition 1) Corpus Chr"sti Capital Programs *Developer Participation, TxDOT participation, Street Lighting & ADA Improvements. **Designs are substantially complete pending redesign. PROJECTS APPROVED STREET BUDGET # OF PROJECTS STATUS 1. 24 Complete Bond 2004 $68.4M 25 1 PR22 — Pending add'I funding 2. 24 Complete Bond 2008 $104.6M 31 4 Construction 3 On Going* 3. 5 Construction Bond 2012 $55.0M 21 13 Design** 3 On Going* 4. Bond 2014 $55.3M 15 15 Design (40%) TOTAL $283.3M 92 *Developer Participation, TxDOT participation, Street Lighting & ADA Improvements. **Designs are substantially complete pending redesign. www.cctexas.com Bond Street Program Summary (Other Propositions) Corpus Chr"sti Capital Programs PROJECTS APPROVED STREET BUDGET # OF PROJECTS STATUS 1. Bond 2004 (Prop. 5) $11.7M 1 1 Complete 2. Bond 2008 (Prop. 7) $13.0M 1 1 Construction 3. Bond 2012 (Prop. 8) $8.4M 6 3 Design 1 Pending Interlocal 1 Ongoing 1 Coordinating /Comp. Plan & Stakeholders 4. Bond 2014 (Prop. 2) $44.5M 13 13 Design (0%) TOTAL $77.6M 21 www.cctexas.com Bond 2012 Status (000 Dollars) L.� Corpus Chr sti Capital Programs Project Status 12/2014 Approved Budget Previous Estimate (6/2014) /Under (6/2014) Current Estimate (1/2015) Over/Under (1/2015) Navigation C-1% $4,000 $6,174 $2,174 $5,355 $1,355 S Alameda D-95% $2,300 $2,888 $588 $2,370 $70 Greenwood D-95% $2,100 $2,855 $755 $2,054 $46 Ocean D-80% $5,500 $7,222 $1,722 $6,767 $1,267 Tuloso D-95% $1,800 $2,036 $236 $1,601 $199 Staples (Brawner to Kostoryz) D-80% $3,400 $7,520 $4,120 $417 (Deferred) $2,983 Staples (137 - Morgan) D-60% $5,300 $6,688 $1,388 $6,720 $1,420 McArdle (Ph 1 & 2) C-20% $6,000 $6,000 $0 $5,499 $501 Kostoryz D-95% $3,300 $3,350 $50 $4,305 $1,005 Horne C-10% $900 $1,028 $128 $1,233 $333 Morgan D-95% $2,300 $2,367 $67 $112 (Deferred) $2,188 Twigg (Prey. on Hold) D-55% $1,400 $1,543 $143 $165 (Deferred) $1,235 C = "Construction", D = "Design" www.cctexas.com Bond 2012 Status (000 Dollars) Corpus Chr"sti Capital Programs Project Status 12/2014 Approved Budget Previous Estimate (6/2014) `f` /Under (6/2014) Current Estimate (1/2015) "/Under (1/2015) Leopard (Prey. on Hold) D-50% $2,600 $3,456 $3,177 $577 Holly (Prev. on Hold) D-95% $2,500 ($6,347)* $1,754 ($6,449)* ($746) (+: $2,500 (City Share) $ 0 Williams D-95°/0 $1,700 ($4,588)* $895 ($3,315)* ($805) ($1,273)* $1,700 (City Share) $ 0 Yorktown C-98% $3,800 $3,800 $0 $4,887 JFK Causeway D-100% $650 $643 ($7) $590 $60 ADA Master Plan SPMP $2,300 $2,300 $0 $2,300 $ -0- Signal Imp $2,000 $2,000 $0 $2,000 $ -0- TxDOT Participation $1,150 $1,150 $0 $1,150 $ -0- TOTAL PROP. 1 $55,000 $65,669 .,. $54,902 $98 C = "Construction", D = "Design" *Total Project w/ TxDOT's portion: City has a 20% match in streets and storm water and is 100% responsible for wastewater, water, and gas. **$28M in November 2014. n www.cctexas.com Bond 2012 Corpus Chr"sti Capital Programs ➢ With our thriving economy, local construction costs have increased as much as 15% and TxDOT is reporting a 30% increase Statewide. COST SAVINGS MODIFICATIONS 1 2 3 4 5 TYPE Road Type Alternative: Hot Mix Asphalt Cement (HMAC) Lane Width Reduction Modified Road Diet Bike Lane Modification Project Deferral TOTAL Additional Value Engineering* # PROJECTS 6 6 3 2 3 All SAVINGS $4.1M $1.6M $660K $2.5M $6.4M $15.26M $12.64M *Value Engineering — Project efficiencies, coordination, and design options. nd www.cctexas.com Cost Savings - Road Type Alternative Corpus Chr"sti Capital Programs ➢ Savings - S4.1M ➢ Hot Mix Asphalt Cement (HMAC) Costs Down Last 6 Months (Oil Prices) ➢ Concrete Costs Up 20 % Past 6 Months ➢ Current Lifecycle Costs Make HMAC More Competitive ➢ Concrete to HMAC o S. Alameda (Ayers St to Louisiana Ave) o Tuloso Rd. (IH37 to Leopard St.) o S. Staples St. (Morgan Ave to IH37) o Kostoryz Rd. (Brawner Pkwy to Staples St.) o Leopard St. (Crosstown Fwy to Palm Dr.) o Williams Dr. (Staples St. to Airline Rd.) ➢ Projects Remaining Concrete o Navigation Blvd. o Horne Rd. o JFK Causeway 8 J nd www.cctexas.com Cost Savings - Modified Road Diet Corpus Chr"sti Capital Programs ➢ Savings - $660K ➢ Bond Scope Change - Requires Resolution ➢ Projects o Tuloso Rd. (IH 37 to Leopard St.) o Kostoryz Rd. (Brawner Pkw. to Staples St.) o Greenwood Dr. (Gollihar Rd. to Horne Rd.) ✓ Lane Width Reductions Only SIDFWAI BOND SCOPE moil= MODIFIED ROAD DIET ILJLWAFI( BOND SCOPE MODIFIED ROAD DIET 9 www.cctexas.com Cost Savings - Bike Lane Modifications L.� Corpus Chr sti Capital Programs ➢ Savings - $2.5M ➢ CC Mobility - Bike Route vs Bike Lane ➢ Projects o S. Alameda St. (Ayers St. to Louisiana Ave.) o Greenwood Dr. (Gollihar Rd. to Horne Rd.) dze 412) cOo CURB & GUTTER SIDEWALK TYPICAL BIKE LANE eftl cgo J J CURB & GUTTER SIDEWALK TYPICAL HIKE AND BIKE 10 nd www.cctexas.com Cost Savings - Project Deferral Corpus Chr"sti Capital Programs ➢ Savings - $6.4M ➢ Bond Scope Change - Requires Resolution ➢ Excessive Traffic Disruption ➢ Scheduling Conflicts ➢ Recommended Projects: o S. STAPLES ST. - Brawner Pkwy. To Kostoryz Rd. o MORGAN AVE. - Staples St. to Crosstown Freeway ✓ Hospital Construction o TWIGG ST. - Shoreline Blvd. to Lower Broadway ✓ Harbor Bridge Replacement Project nd www.cctexas.com Program Scheduling Corpus Chr"sti Capital Programs ➢ Strategic Coordination o Up to 19 Projects Under Construction Citywide Simultaneously ✓ Careful Coordination with Street Preventative Maintenance Program ✓ Requires Extensive Communication o Minimize Traveling Public Disruption o Stagger Project Design & Construction Starts ✓ Average 2 - 3 Bids Per Month o Coordinate w/Bond 2014 Projects www.cctexas.com Program Scheduling Corpus Chr"sti Capital Programs ➢ Factors Impacting Project Delivery: o Market Conditions o Available Resources ✓ Contractors ✓ City Resources o Harbor Bridge Replacement Project o New Hospital Construction o RTA Coordination (Six Points & Staples St. Station Terminals) o TxDOT Coordination o Del Mar / CCISD Coordination o Constructability ✓ Private Utility Relocation www.cctexas.com Constructability Corpus Chr sti Capital Programs 77 /INAVILLE A 2 CORPUS O-RISTI 001 DEFERRED ROBS -DIM TEMS IAN LINNIERS417 CORPUS crimen LEGEND - 2012 EMMA PROPOSMON 1 - 2014 0200 PROPOSITION 1 - 2014 BIND PROPOSMON 2 2013 HIGHWAY SAFETY IMPROVIDENT PROGRAM (HSIP) 2014 POWAY SAFETY IMPROVEMENT PROGRAM iHSIP) WART 512NAL UPGRADE = DEFERRED PRINCES LAGUNA MADRE ISLAND 0 SUBJECT: BOND PROGRAM UPDATE January 2715 Traffic Engineering Division Street Operations Department 14 www.CCtexaas.C.n771 Bond 2012 Prop. 1 Schedule L.� Corpus Chr sti Capital Programs BOND 2012 PROP 1 2015 2016 2017 2018 11 F IMI AIMI J I J I AI 5101 NI D [ JI FIMI AMI 1 1 A [ ( 5 ON I DJ [ ( [ I M AIMI J 1 AI 5 ON I D J I F I MI AIMI J I J I AI SI OI NID 1=o PROJECT COMPLETION: o All Projects Complete in 4 Years Except 2 2 Remaining Street Projects Completed By Mid 2017 o Deferred Projects in Purple Navigation Blvd (Up River Rd to Leopard St) 5 Alameda St (Ayers St to Louisiana Ave) Greenwood Dr (Gollihar Rd to Horne Rd) Ocean Dr (Buford St to Lousiana Ave) Tuloso Rd (I H37 to Leopard St) 5 Staples St (Brawner Pkwy to Kostoryz Rd) 5 Staples St (Morgan Ave to I H 37) McArdle Rd (Whitaker Dr to Ennis Joslin Rd)de-C Kostoryz Rd (Brawner Pkwy to Staples St) Horne Rd (Ayers St to Port Avenue) Morgan Ave (Staples St to Crosstown Freeway) Twigg St (Shoreline Blvd to Lower Broadway) [Previously On Hold] Leopard St (Crosstown to Palm Dr) [Previously On Hold] Holly Road (Crosstown to Greenwood Dr) (TXDOT) [Previously On Hold] Williams Dr (Staples St to Airline Rd) (TXDOT) Yorktown Blvd (Rodd Field to Cimarron) JFK Causeway Area Imps ADA Master Plan Improvements Signal Improvements & Street Lighting TxDOT Participation -- _ 1 1 : P.1unt'-.s L I I 1 S ^.znnth; I 12 Months 1 12 Months Resume Progress I LS IA, nihs Resume Progress 1S Months Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Design Bid Construction Deferred www.cctexas.com Bond 2012 Prop. 8 Schedule Corpus Chr"sti Capital Programs BOND 2012 PROP 8 2015 2016 2017 2018 JI F IMI AIMI JI JI AISIOI NI D JIFIMIA MIJ II ASIOI NiD J' FI MIAIMI Ji JI AISIOI N D JI FiMi AiMi JI JI AISIOI NID Sea Town Pedestrian I mprovements North Beach Area Road I mprovements & Area Beautification I nternational Boulevard Airport Entrance Reconstruction North Beach Area Pedestrian I mprovements & Area Enhancements County Road 52 Extension Developer Participation PENDING COORDINATION WITH KEY STAKE HOLDER & TXDOT IIIIIIIIIIIIIIIII■ MI PENDING I NTER-LOCAL AGREEMENT WITH COUNTY ONGOING ONGOING ONGOING ONGOING Design Bid Construction Deferred www.cctexas.com Bond 2014 Prop. 1 Schedule Corpus Chr"sti Capital Programs BOND 2014 PROP 1JIF s 21 11 1 IMI AIMI J it Al 5101 NI D J1FiMi AIMI J1 Al S101 NI D 117 J1 Al Si 01 NI D J1 FiMi Al Mi J6 J1 FiMi Al Mi J 18 J1 Al si 01 NI D Proposition 1 o Projects 30% Pre -designed o All Projects Completed in 3 Years Except 1 o Construction to Begin Spring 2015 Alameda St (Kinney St to Lipan St) Gollihar Rd (South Staples to Weber Rd) Gollihar Rd (Kostoryz Rd to Weber Rd) Morgan Ave (Staples St to Ocean Dr) Corona Dr (Flynn Pkwy to Everhart Rd) Ayers St (Alameda St to Ocean Dr) Yorktown Blvd (Lake Travis to Everhart Rd) Staples St (Alameda St to Morgan St) Southern Minerals Rd (Up River Rd to IH -37) Yorktown Blvd (Everhart Rd to Staples St) Carroll Lane (Houston St to McArdle Rd) Old Robstown Rd (Highway 44 to Leopard St) Waldron Rd (Airdome Dr to Caribbean Dr) Santa Fe St (Elizabeth St to Hancock St) ADA Master Plan Improvements - Citywide 1 s Months I s Months I 1-- I i 1.1111111. I 9 Mortrr, I I -' .::^,i• I ,.. 1... 1 II I tf_ r:e.-:. Ongoing Ongoing Ongoing Design Bid Construction Deferred www.cctexas.com Bond 2014 Prop. 2 Schedule Corpus Chr"sti Capital Programs BOND 2014 PROP 2 2015 2016 2017 2018 J I F IMI AIMI JIJI Al sl OI NI D J I F IMI AIMI JIJI Al 5101 NI D J I F IMI AIMI JIJI Al 5101 NI D J I F IMI AIMI JIJI Al 5101 NI D Ayers St - Pedestrian I mpvts and Turn Lane Chaparral Street - Phase 2 TxDOT Participation Traffic Signals and Lighting Improvements Rodd Field Road Expansion Downtown Traffic Signal and Area I mpvts Ennis Joslin Road Extension Flato Road Harbor Bridge Repl Mitigation Projects (Ph 1) North Padre Island Beach Access Roads (3A and 2) North Padre Island Beach Facility Downtown Road and Streetscape Improvements Creekview Drive Extension [Developer] M. SMIk Proposition 2 o Projects Not Designed o RFQ Process Underway o All Projects Completed in 3 Years Except 1 Ongoing Ongoing Ongoin Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Developer Participation Design Bid Construction Deferred www.cctexas.com Combined 2012/2014 Bond Program Schedule L.� Corpus Chr sti Capital Programs BOND 2012 (PROP1 1 L (I,IMIa1MI0IL5 1 31 0 1 01 31 0 , 3IM A,(1I a9�Io'3l0 ,INT ,[I/€MIl IL� 9aI5[0k(0 , ItIMIoIMIIIIIAIoIoIoIn -� -r Navigation Blvd (Up River Rd to Leopard St) Alameda St(Ayers SttoLouisiana Ave) Greenwood Dr (Gol [mar Rd to Horne Rd) Oceanr (Buford St to IAana Ave) ntRd(IH3 Leopard St) Staples St(&awnerPkwy ymKos30 Rd) Staples St (Morgan Ave to IH 37) cArdle Rd (Whitaker Dr to Ennis loslin Rd) z Rd (Brawner Pkwy to Staples St) Horne Rd(Aye nue) Morgan Ave (Staples St to Crosstown Freeway) Twigg St (Shoreline Blvd to lower Broadway)[Previously on Hold] Leopard St(Crosstown to Palm Dr)[Previously on Hold] Holly Road (Crosstown Greenwood Dr) )1XDOT)[Previously on Hold] Williams Dr (Staples St to Airline Rd))1XDOT) Yorktown Blvd (Rodd Field to Cimarron) LH Causeway AreaImps Improvements Signal Improvements& Street lighting TxDOT Participation Re1ficu Progress Rsu Progress e Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing PROP 8, I,IMINIMI?I15101:lo1310 , I,1MINIM1zIe1010101310 , I,IMINIMIzwINI:Iol3lo , I,IMIa1MIzIB 10101o1310 I Town Pedestrian Improvements wth Beach Area Road Improvements& Area Beautification International Boulevard Argot Entrance Reconstruction No. Beach Area Pedestrian Improvements & Area Enhancements County Road 52 Extension Developer Participation HOLDER .6 & ONGOING PEND[ NG COORDINATION PENDING INTER AGREEMENT WITH COUNTY ONGOING ONGOING ONGOING BOND 2014 PROP 1 016 01 018 _II t IMI a 1.1r1r1A131olnlo ,It IMI a IM1r1r1A13101nlo ,It IMI a IMIr1r1A1 Iolnlo 11 1.1 1.1117lal :l olnlo Alameda St (Kiobpan St) Gollmar Rd (South Staplesto Weber Rd) Gollmar Rd (Kostoryz Rd to Weber Rd) Morgan Ave (Staples St to Ocean Dr) Corona Dr (Flynn Pkwy to Everhart Rd) Ayers St (Alameda St to Ocean Dr) Yorktown Blvd (Lake Travis to Everhart Rd) Staples St (Alameda St to Morgan St) outhern Minerals Rd (Up River Rd to IH -37) Yorktown Blvd (Everhart Rd to Staples St) Carroll Lane (Houston cArdle Rd) Old Robstown Rd (High way 4430 Leopard St) Waldron Rd (Airdor. Dr to Caribbean Dr) Santa Fe St (Elizabeth St to Hancock St) ADA Master Plan Improvements - Citywide PROP 2 Pedestrian Impvts and Turn Lane Chaparral Street- Phase 2 TxDOT Participation Traffic Signals and Lighting Improvements Rodd Field Road Expansion Downtown Traffic Signal and Area Impvts "Road Extension Flato Road Harbor 13rid3e Repl MLgaton Projects (Ph 1) orth Padre Island Reach Access Roads )3A and 2) Orth Padre Island Reach Facility Downtown Road and Streetscape Improvements 0 016 01 018 �131M1a1M1r1r1a l lolnln ,It IMI a 1M1r1r1a131o1n10 ,It IMI a 1.1r1rIa l lolnln (131.131.1(171/ 1:101"10 Zi ME - 11 Simultaneous Construction: Up to 19 Projects in 2015 Up to 19 Projects in 2016 Up to 17 Projects in 2017 O Bid Deferred 19 www.cctexas.com 2004 & 2008 Bond Street Program Status Corpus Chr"sti Capital Programs ➢ Remaining Bond 2004 & 2008 Propositions BOND 2004 PROP12015 2J 2016JiAi 20172018 21 11 F IMIAIMI i Ai S1O1 NI D .11F IMI AIMI iAi SiOl NI D its i Al SiOl NI D F IMIAIMI .11F IMI AIMI SiOl NI D .11F IMI AIMI J iAi SiOi NI D 11FiMi AIMI JiAi SiOl NID Williams Dr, Ph 1 - Rodd Field to Nile Drive Williams Dr, Ph 2- Nile Drive to Airline Bear Lane - Old Brownsville Road to SPI D Downtown Streets - Chaparral 1Q Months Park Road 22 Bridge PENDING ADDITIONAL FUNDS �. REMAINING BOND 2008 PROP 1 2015 211J 201718 21 11 F IMIAIMI i Ai S1O1 NI D .11F IMI AIMI iAi SiOl NI D .11F IMI AIMI J iAi SiOi NI D 11F IMI AIMI iAi SiOl NID Williams Dr, Ph 1 - Rodd Field to Nile Drive Williams Dr, Ph 2- Nile Drive to Airline Bear Lane - Old Brownsville Road to SPI D Downtown Streets - Chaparral 1Q Months 10 Montah i �. PROP 7 Bayfront Development Plan P3 -Shoreline Realignment BAY SHORE PARK Design Bid Construction Deferred Corpus Chr"sti Capital Programs Bond 2016 21 nd Future Bond 2016 Program Corpus Chr"sti Capital Programs ➢ Initiate or Not ➢ Potential Program Propositions o STREETS ✓ 3 Deferred Projects ✓ Smaller Number of Streets & Larger/Longer Projects • Allows for Continued Attraction of Contractors ✓ Continues Work Through 2017 o FACILITIES ✓ Minimal Impact of Roads/Traffic ✓ Award of Design/Build (DB) Contracts www.cctexascom Corpus Chr"sti Capital Programs Questions? "Continuing to Build Our Future" 23 AGENDA MEMORANDUM City Council Meeting of January 27, 2015 DATE: January 5, 2015 TO: Ronald L. Olson, City Manager FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG©cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkW@cctexas.com (361) 826-1874 UPDATE TO CITY COUNCIL Wastewater Treatment Plant Consolidation Plan STAFF PRESENTER(S): Name Title/Position Department 1. Valerie H. Gray, P.E. Interim Executive Director Public Works 2. Mark Van Vleck, P.E. Executive Director Utilities 3. OUTSIDE PRESENTER(S): Name Title/Position Organization 1. 2. 3. BACKGROUND: This presentation will update the Council on the current status of this item. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENTS: Presentation — Wastewater Treatment Plant (WWTP) Consolidation AGENDA MEMORANDUM City Council Meeting of January 27, 2015 DATE: TO: December 19, 2014 Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com 361-826-1972 UPDATE TO CITY COUNCIL Follow-up Brush Cycle Collection Change STAFF PRESENTER(S): Name Title/Position 1. Lawrence Mikolajcyzk Director 2. 3. OUTSIDE PRESENTER(S): Department Solid Waste Operations Name Title/Position Oraanization 1. 2. 3. BACKGROUND: Follow-up presentation to Council on Brush Schedule Collection Changes scheduled to take effect February 18, 2015. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Brush Cycle Collection Change Update Solid Waste Operations Brush Cycle Collection Change Update 0. us c6, ccRii a Brush / Bulky Cycle Collection Change �iesz� Objectives of Change: • Deliver a high level of service. • Provide 4 scheduled collections per year, consisting of: 2 brush & bulky 2 brush only • Minimize unsightly hazardous debris in streets and neighborhoods . • Simplify schedule for residents. • Compliment City-wide Litter Campaign. Brush / Bulky Collection Schedule Annual cycles Brush only Brush & Bulky 5 3 2 Collection days 5 (8 hour days) Set -out days 9 Total days per year that debris is in front of residences 70 4 2 2 4 (10 hour days) 5 36 Brush / Bulky Collection City Service Comparisons Corpus Christi (pop 316,381) San Antonio (pop. 1.4 mil) Austin (pop. 885,400) McAllen (pop. 136,639) Arlington 1 • 1 . 379,577) Annual Cycles Brush only Brush & Bulky Collection days Set -out days Set -out limitations 4 2 2 4 5 No Limits I x 4 7 Only 8 cubic yards or less 4 2 2 12 12 0 1 flexible 1 flexible week week 7 Separated Piles Pile size limits only during week of service No Bulky pick-up provided Small Brush picked up on regular trash day. Call in fora bulky pick-up. 2 free visits to landfill per year. Call -ins only No Limits Maintaining Collection Schedule Helps crews to stay on schedule: - allows for area rebalancing; - provides flexibility to address staffing , equipment, and inclement weather. Continue to retain debris contractor as backup. Community Education Plan �iesz� Immediate education of the community includes: • Mailer to those affected first (New schedule begins February 18, 2015 and affects the Padre Island and Flour Bluff residents first) • Utility Bill Insert of 2015 Service Guide • Social Media awareness campaign • Webpage updates Coming Soon: • Interactive / user friendly maps • Use of ReverseAlert call downs • E -letters to area residents Schedule SET OUT SCHEDULE for February 2015 thru February 2016 Colledion Areas Brush & Bulky Items set out dates Collection Period Brush sh Collections set out dates Collection Period Brush & Bulky Items set out dates Collection Period Collections set out dates Collection Period 2/18 -2/22/15 2/23 -2/26/15 5/27. 5/31 6/1 • 6/4 8/19 • 8/23 8/24.8/27 11/25 - 11/29 11/30. 12/3 2/25 - 3/1 3/2 • 3/5 5/27 • 5/31 6/1 • 6/4 8/26. 8/30 8/31 -9/3 11/25 - 11/29 11/30. 12/3 3/4 - 3/8 3/9-3-12 6/3 - 6/7 6/8 - 6/11 9/2 - 9/6 9/7 -9/10 12/2 - 12/6 12/7 - 12/10 3/11 - 3/15 3/16. 3/19 6/10. 6/14 6/15 - 6/18 9/9 - 9/13 9/14 - 9/17 12/9 - 12/13 12/14 - 12/17 3/18. 3/22 3/23 • 3/26 6/10. 6/14 5/15 • 6/18 9/16. 9/20 9/21. 9/24 12/9 - 12/13 12/14 - 12/17 Area 4 3/25. 3/29 3/30 - 4/2 6/17.6/21 6/22 -6/25 9/23- 9/27 9/28 - 10/1 12/30 - 1/3/16 1/4-1/7/16 4/1 -4/5 4/6. 4/9 6/24 - 6/28 6/29 - 7/2 9/3D - 10/4 10/5 - 10/8 1/6 - 1/10 1/11 - 1/14 Area 8 4/8.4/12 4/13.4/16 7/8.7/12 7/13 • 7/16 10/7. 10/11 10/12.10/15 1/13.1/17 1/18. 1/21 4/15 - 4/19 4/20. 4/23 7/15 - 7/19 7/20 - 7/23 10/14 - 10/18 10/19 - 10/22 1/20 - 1/24 1/25 - 1/28 4/22 - 4/26 4/21.4/30 7/15 - 7/19 7/20 - 7/23 10/21 - 10/25 10/26 - 10/29 1/20 - 1/24 1/25 - 1/28 Area 8 4/29 - 5/3 5/4.5/7 7/22 - 7/26 7/27 - 7/30 10/28 -11/1 11/2 - 11/5 1/27 - 1/31 2/1 - 2/4 Area 9 5/6.5/10 5/11. 5/14 7/29.8/2 8/3 • 8/6 11/4.11/8 11/9.11/12 2/3.2/7 2/8.2/11 Area 10 5/13 - 5/17 5/18. 5/21 8/5 - 8/9 8/10 -8/13 11/11 - 11/15 ' 11/16 - 11/19 2/10 - 2/14 2/15 - 2/18 Completion of Cycle#1 Completion of Cycle #2 Completion of Cycle 83 Completion of Cycle #4 7 Full Area Map Corpus Christi Bay Brush / Bulky Cycle Collection Change QUESTIONS ? AGENDA MEMORANDUM for the City Council Meeting of January 27, 2015 DATE: TO: FROM: 1/14/15 Ronald L. Olson, City Manager Annette Rodriguez, Director of Public Health AnnetteR@cctexas.com 361-826-7203 Update to 1115 Waiver Project Texas Medicaid Managed Care Initiative 1115 Waiver - Obesity Project STAFF PRESENTER: Name Annette Rodriguez Tanya Simpson James Washington OUTSIDE PRESENTERS: Brian Finnerty BACKGROUND: Title/Position Department Director of Public Health Health District Health Promotion Coordinator Health District Health Promotion Coordinator Health District Healthy Weight Partnership Director/MEND Consultant The Corpus Christi-Nueces County Public Health District will provide a comprehensive overview of the MEND program to include, program delivery sites, numbers of children served, outcomes of those served, metrics/goals that are tied to funding and strategies, being developed to expand these programs. The MEND program has proven to inspire children and families to lead, and more importantly, sustain fitter, healthier and happier lives. It also enhances the health of patients and families we serve. The MEND program continues to deliver promising results as we work on expansion opportunities to new locations. The Health District will continue to strive to reduce and prevent obesity in the children we serve but also to encourage and educate community partners and families to help in this tremendous effort. We have reached beyond Nueces County borders to surrounding counties as a strategy for success. LIST OF SUPPORTING DOCUMENTS: PowerPoint presentation Report Corpus Christi - Nueces County Public Health District 1115 Waiver- MEND UPDATE Public Health Prevent. Promote. Protect. Council Presentation January 27, 2015 Annette Rodriguez, MPH Director of Public Health 1115 Waiver Background InformationbiH Prcti•�. Promote. Prntcct. In 2011, the Texas Legislature directed the Texas Health and Human Services Commission ("HHSC") to expand Medicaid managed care and to preserve hospitals' access to federal supplemental payments consistent with upper payment limits. HHSC determined the best approach to meet legislative mandates and to expand Medicaid managed care, preserve hospitals' access to supplemental payments, achieve savings, and improve quality was to negotiate a five-year Section 1115 Medicaid waiver titled Texas Healthcare Transformation and Quality Improvement Program 1115 Waiver ("1115 Waiver"). What is DSRIP? Delivery System Reform Incentive Payment (DSRIP) is a way for providers to receive matching funds that supports a regions collaborative efforts to improve access to care, the quality of care, and the health of patients and families they serve. Providers are hospitals, physicians groups, community mental health centers, and local health departments. To receive payment from the DSRIP Pool a provider must meet specific metrics for each innovative projects submitted. 1115 Waiver Background InformationPeu4FIYTAqit. Corpus Christi-Nueces County Public Health District (CCNCPHD) initially submitted four projects and was approved May, 2013 for the one City project related to childhood obesity also referred to as the MEND project and the County was approved for two projects: (1) Diabetes, (2) Health Information Exchange (H.I.E) HHSC later approved the final County Patient Navigator project in March of 2014. These projects are five year projects that end September 30, 2016. Each year is called a demonstration year (DY) beginning with DY1 and ending with DY5. There was no activity in DY1 other that submitting proposals to HHSC. Funding is contingent on Intergovernmental Transfer ("IGT") match of approximately 40%, to be sent by the City of Corpus Christi to HHSC only if you meet your metric. If the metric is met HHSC will match 60% toward your project goals and return your 40% IGT supplemental payment as part of the incentive payments for DSRIP project. If your metric/goals are not met you do not send any IGT for the unmet metric to HHSC. HHSC allows providers (CCNCPHD) to carry forward any unmet metrics in an attempt to assist in obtaining the metric. Jai TTXA:S liNer •• . ..v i-rm 11. RHP Region 4 Aransas Bee Brooks Dewitt Duvall Goliad Gonzales Jackson Karnes Kenedy 1<1eberg Lavaca Live Oak Nueces Refugio Victoria San Patricio 1115 Waiver - MEND UPDATE mend Ifr Programs inspire children and families to lead and sustain fitter, healthier, happier lives - with a focus on changing behaviors that cause obesity mend MEND kw} mend M Mind - Exercise N = N utrition D _ Do -it! 2cho-:-ior change F -N PriPntIgl !corning o nd S r i i -taaifa,nri pilhNeal r, 1 1 c of i+ ity Linr- a�� otiific� I uLiLii,ii U■.L-5Si. a•du c atin ,.. hlfl h -I rn�r!r,t dernnO, rnodc real au•crrnorket ei.i IrL111 i11 11LIiuit nag ourc1G 1;r1Ef.IL� Wei I LI1 Long tem icporraa I ouppE Second 45 min First 45 min Prevent. *Promote. Promote. Protect. Schedule. 2-5 program 10 weeks, once a week, 1.5 hour session Who Mind and Nutrition Parenting discussion Exercise 8 Second hour First hour Public Health Prevent. Promote. Protect. Schedule: 7-13 program 10 weeks, twice weekly, 2 hour session Who Parents Children Mind and Nutrition Parenting discussion Exercise 9 DY3 MEND PROGRAM SITES MEND Program Locations Los Encinos Zavala Montclair Cullen Galvan Cunningham Oak Park Fannin Allen Yeager Calk Meadowbrook Taft Boys & Girls Club (CC) Boys & Girls Club (Robstown) Moore Number of Participants 33 24 15 8 15 16 17 19 16 15 17 16 40 15 15 3 10 MEND programs- proven results Improvements in: mend • BMS • Body image • Nutrition • Physical activity • Recovery heart rate • Sedentary activities • Self-esteem • Waist circumference 11 MEND Summary Report • mend Completed participants DY3 Jr- MEND 7-13 204 (193*) lir 39 (32*) MEND 2-5 i 49 (42*) II 0 (N*)=Participants with completed pre & post data per quarter 293 total participants who completed the program. 12 27.4 27.2 27.0 E 26.8 m 26.6 26.4 26.2 26.0 CCNCPHD-MEND DA1 Public Health Prevent. Promote. Protect. BMI (kg/m2) 27.2 26.5 Before MEND After MEND 33.8 33.6 33.4 w 0 c 33.2 0 c w w 33.0 E 3 0 32.8 32.6 32.4 32.2 33.7 Waist Circumference (inches) 32.8 Before MEND After MEND Heart rate (beats per minute) 110 100 90 80 70 60 60 CCNCPHD-MEND DP' Public Health Prevent. Promote. Protect. Recovery Heart Rate (Health Indicator) 101.3 99.9 25.0 - N 20.0 - 0 0 0 0 w 15.0 - L 0 0 0 L 10.0 5.0 0.0 Nutrition Score (0-28) 14.2 19.9 Before MEND After MEND Before MEND After MEND 30.0 25.0 0 E 15.0 d 0) • 10.0 5.0 0.0 Public Health Prcvc n§. Prom ate. Pr Meet. Self-esteem (score 0-30) 22.9 24.6 20.0 0 15.0 `o 0 0 R g 10.0 - 0 m 5.0 - 0.0 Body Image (score 0-24) 14.7 16.5 Before MEND After MEND Before MEND After MEND Physical activity (hours/week) 20.0 - 18.0 - 16.0 - 14.0 - 12.0 - 10.0 - 8.0 - 6.0 - 4.0 - 2.0 - 0.0 CCNCPHD-MFNIJ JAL& . Public Health Prevcnl. Promote. Protect. Physical Activity (hours/week) 13.7 18.4 1 Sedentary activities (hours/week) 10.0 - 9.0 - 8.0 - 7.0 - 6.0 - 6.0 - 4.0 - 3.0 - 2.0 - 1.0 - 0.0 9.2 Sedentary Activity (hours/week) 5.4 Before MEND After MEND Before MEND After MEND Results in this section are on children who were overweight or obese at baseline Variable N BMI (kg/m2) Waist circumference (inches) 93 100 Physical activity (hours/week) 105 Sedentary activities (hours/week) Recovery heart rate (beats per minute) Nutrition score Total difficulties score Body image score Self-esteem score (Rosenberg's scale) 91 95 99 104 97 118 Mean Change - 0.7 - 0.9 4.7 - 3.8 - 1.4 5.7 - 3.0 1.8 1.7 Status Positive Positive Positive Positive Positive Positive Positive Positive Positive Overweight is defined as a BMI at or above the 85th percentile and lower than the 95thpercentile for children of the same age and sex. Obesity is defined as a BMI at or above the 95th percentile for children of the same age and sex. CATEGORY(s) DEFINITION Prevent. romale. Protcn. Category 2: All of the project options in category 2 should include a component to conduct quality improvement for the project: activities may include, but are not limited to, identifying project impacts, "lessons learned," opportunities to scale all or part of the project to a broader patient population, and key challenges associated with expansion of the project. Category 3: The overall objective of Category 3 is to assess the effectiveness of Category 2 interventions. Each project selected in Category 2 will have an associated outcome measure from Category 3 for the purposes of the planning and outcome measures are defined as "measures that assess the results of care experienced ,by patients. $93,100 FUNDING METRICS DY1-DY2 Health Prevent. 'Promote. Protect. DY1 October 1, 2011 to September 30, 2012 No actions in DY1 DY2 October 1, 2012 to September 30, 2013 $1,467,250 HHSC approved $372,403 DY1 seed money between 4 projects prior to any project approvals Category 2 Metric: 1 1. Met: Engage stakeholders, identify resources and potential partnership and develop intervention plan -Document innovative strategy and plan (Received $2.5M - $1,032,750 IGT = $1,467,250) **Hired the only 1115 Waiver Administrator September 2013 ** 19 FUNDING METRICS DY3 Prevent. Promote. Protect. DY3 October 1,2013 to September 30, 2014 $1,220,937 f Original Metrics 1. Document implementation strategy and testing outcomes, 5 sites will run MEND programs 2. 500 children will complete the 10 week MEND program (in October 2014 reporting after two administrators left employment this metric was identified as deleted) 3. To participate in semi-annual face-to-face meetings or seminars organized by the RHP (in October 2014 reporting after two administrators left employment this metric was identified as deleted) Current Metrics Category 2 Metrics: 2 1. Met: Document implementation strategy and testing outcomes, 5 sites will run MEND programs ($1M - $419,500 IGT = $580,500 Note: $167,800 County project IGT) 2. Number of new ideas, practices, tools or solutions tested by each provider (Requested carry forward for April 2015, HHSC approved) Anticipated funding June 2015 ($1M - $419,500 IGT = $580,500) Category 3 Metrics: 2 1. New Metric -NMI (Needs more information) submitted information January 16, 2015 to HHSC for approval - 1st yr required Pediatric quality of life surveys -submission ($51,625 - $21,656.5 IGT = $29,968.50) 2. New Metric -NMI (Needs more information) submitted information January 16, 2015 to HHSC for approval - 1st yr required Pediatric quality of life surveys -validation ($51,625 - $21,656.5 IGT = $29,968.50) 20 FUNDING METRICS DY4 �th Prevent. Promote. Protect. DY4 October 1,2014 to September 30, 2015 $1,204,159 Category 2 Metrics: 3 1.500 children to complete the 10 week MEND program ($666,667 - $285,800 IGT = $380,867) 2. Number of new ideas, practices, tools or solutions tested by provider ($666,667 - $285,800 IGT = $380,867) 3. Participate in semi-annual face-to-face meetings organized by the RHP ($666,667 - $285,800 IGT = $380,867) Category 3 Metrics: 2 1. Pediatric quality of life surveys -submission ($53,875 - $23,096 IGT = $30,779) 2. Pediatric quality of life surveys -validation ($53,875 - $23,096 IGT = $30,779) 21 FUNDING METRICS DY5 �th Prevent. Promote. Protect. DY5 October 1, 2015 to September 30, 2016 $629,697 Category 2 Metrics: 3 1. 1500 children to complete the 10 week MEND program ($300,573 - $128,855 IGT = $171,717) 2. Number of new ideas, practices, tools or solutions tested by provider ($300,573 - $128,855 IGT = $171,717) 3. Participate in semi-annual face-to-face meetings organized by the RHP ($300,573 - $128,855 IGT = $171,717) Category 3 Metrics: 2 1. Pediatric quality of life surveys -submission ($100,250 - $42,977 IGT = $57,273) 2. Pediatric quality of life surveys -validation ($100,250 - $42,977 IGT = $57,273) Date Income Expense Total Metric (s) 4/2013 DY 1 Seed Money $93,100 $93,100 No actions in DY1 DY2 Oct 1, 2012 to Sept 2013 1/30/2014 DY 2 Incentive Payment $1,467,250 $1,560,350 (1) Met - Engage stakeholders 1/30/2015 6/30/2015 6/30/2015 1/30/2016 1/30/2017 DY 3 Oct 1, 2013 to Sept 30, 2014 DY 3 Expenses $811,092 $749,258 DY 3 Incentive Payment DY 3 Anticipated Incentive Payment carry forward DY 3 Anticipated Incentive Payment carry forward $580,500 $580,500 $59,937 $1,970,195 DY4 Oct 1, 2014 to Sept 30, 2015 DY4 projected expenses $1,180,262 $789,933 DY4 Anticipated Incentive Payment $1,142,601 Category 2 (2) metrics -met 1 metric- 5 Delivery Sites Category 2 will meet 2nd metric -innovative ideas & practices Category 3 Metric-Pedi QLS Category 2 (3) Metrics- 500 children, innovative ideas, participate in meetings DY4 Anticipated Incentive Payment $61,558 Category 3 Metric-Pedi QLS $1,994,092 DY5 Oct 1, 2015 to Sept 2016 DY 5 Anticipated Expenses $1,608,353 385,739 DY5 Anticipated Incentive Payment $515,151 Category 2 (3) Metrics- 1500 children, innovative ideas, participate in meetings DY5 Anticipated Incentive Payment $114,546 Category 3 Metric-Pedi QLS $1,015,436 Age Groups Number of Programs MEND 7-13 3 MEND 2-5 3 MEND 7-13 4 MEND 2-5 MEND 7-13 MEND 7-13 4 2 2 MEND 2-5 4 MEND 7-13 3 MEND 7-13 3 MEND 7-13 MEND 7-13 MEND 7-13 4 2 4 MEND 2-5 DY4 MEND PROGRAMS DY4 Program Sites Mary Jane's Gymnastics Mary Jane's Gymnastics Catholic Charities Catholic Charities Ingleside ISD Taft ISD Taft ISD Boys & Girls Club CC Boys & Girls Club Robstown Joe Garza Rec. Center Colston Wellness Center Kingsville ISD (Health Dept.) Odyssey St. Andrew's Episcopal St. Andrew's Episcopal 4 MEND 7-13 2 MEND 2-5 2 MEND 7-13 2 MEND PROJECTED PROGRAMS DY5 � 1 mend DY4 Program Sites Age Groups Number of Programs A Taft ISD MEND 7-13 Taft ISD MEND 2-5 Kingsville ISD MEND 7-13 Catholic Charities MEND 7-13 Catholic Charities MEND 2-5 Boys & Girls Club CC MEND 7-13 Boys & Girls Club Robstown MEND 7-13 Joe Garza Rec Center MEND 7-13 Ingleside ISD MEND 7-13 WIC (Health Dept.) MEND 2-5 Odyssey MEND 7-13 Colston Wellness MEND 7-13 2 4 4 4 4 1 1 1 2 1 1 2 TRAINING MEND LEADERS DY4 mend Mend training January, 2015 Delivery partners who participated in leadership training: Odyssey Child Enrichment TAMU Kingsville Taft ISD Mary Jane's Gymnastics Kids Place TAMUCC 3 participants 6 participants 2 participants 2 participants 2 participants 2 participants INTERESTED DELIVERY PARTNERS Tuloso Midway ISD Portland ISD West Oso ISD Odem ISD Kingsville ISD Delmar Early Childhood Program Corpus Christi Parks & Rec Dept. Alice Head Start Robstown ISD Flour Bluff ISD Corpus Christi Christian Fellowship Sinton ISD Odyssey after school/Rockport Kids Place Colston Wellness Center (Kingsville) Wesley Nurses MEND WORLD mend KEEPING MEND Children Connected Opportunities • mend ■ Streamline RFQ process ■ Strategize funding cost per program ■ Strategize potential budget allocations ■ Strategize expansion of additional RHP4 Counties ■ Review training needs and utilization of current available trainers ■ Hire manager ■ Re-establish partnership with CCISD 29 QUESTIONS 72pi) mend 4?w mend LET'S MAKE A DIFFERENCE TOGETHER! Public Health Prevcn1. Promote. Protect. 32 Corpus Christi-Nueces County Public Health District Council Report on 1115 Waiver MEND 1-21-2015 By: Annette Rodriguez, MPH Corpus Christi - Nueces County Public Health District Council Report mend 1115 Waiver Background Information In 2011, the Texas Legislature directed the Texas Health and Human Services Commission ("HHSC") to expand Medicaid managed care and to preserve hospitals' access to federal supplemental payments consistent with upper payment limits. HHSC determined the best approach to meet legislative mandates and to expand Medicaid managed care, preserve hospitals' access to supplemental payments, achieve savings, and improve quality was to negotiate a five-year Section 1115 Medicaid waiver titled Texas Healthcare Transformation and Quality Improvement Program 1115 Waiver ("1115 Waiver"). A resolution was adopted by commissioner's court on February 29, 2012, that requested the Nueces County Hospital District to serve as the anchor entity for the Regional Healthcare Partnership created by the Texas HHSC under the Texas Healthcare Transformation and Quality Improvement Program 1115 waiver. Regional Healthcare Partnership (RHP) Plan 4, which was approved by the state and submitted to the Centers for Medicare & Medicaid Services (CMS) on April 9, 2013 as part of the state's Delivery System Reform Incentive Payment (DSRIP) Pool, authorized under Texas's 1115 demonstration, entitled Texas Healthcare Transformation and Quality Improvement Program. Corpus Christi - Nueces County Public Health District Council Report tipc, mend Initially the Corpus Christi-Nueces County Public Health District (CCNCPHD) submitted four projects and was approved May, 2013 for the one City project related to childhood obesity also referred to as the MEND project and the County was approved for two projects: (1) Diabetes, (2) Health Information Exchange (H.I.E) HHSC later approved the final County Patient Navigator project in March of 2014. These projects are five year projects that end September 30, 2016. Each year is called a demonstration year (DY) beginning with DY1 and ending with DY5. There was no activity in DY1 other than submitting proposals to HHSC. Funding is contingent on Intergovernmental Transfer ("IGT") match of approximately 40%, to be sent by the City of Corpus Christi to HHSC only if you meet your metric. If the metric is met HHSC will match 60% toward your project goals and return your 40% IGT supplemental payment as part of the incentive payments for DSRIP project. If your metric/goals are not met you do not send any IGT for the unmet metric to HHSC. HHSC allows providers (CCNCPHD) to carry forward any unmet metrics in an attempt to assist in obtaining the metric. What is DSRIP? Delivery System Reform Incentive Payment (DSRIP) is a way for providers to receive matching funds that support a regions collaborative efforts to improve access to care, quality of care, and the health of patients and families they serve. Providers are hospitals, physicians groups, community mental health centers, and local health departments. To receive payment from the DSRIP Pool a provider must meet specific metrics for each innovative projects submitted. PublicHealth Pre. , n ,�. Pr,,,Ac,. Corpus Christi - Nueces County Public Health District Council Report MEND M = Mind E = Exercise N = Nutrition D= Do it! tiri) mend Behavior change Experiential learning and peer modelling Group -based physical activity Land .and water- based activities Nutrition targets & education... high -impact demos, madereaal in a. local s u perm arket Weight maintenance re -sources (MEND World) Long-term “central support MEND is an evidence based childhood healthy weight program that teaches group based physical activities and nutritional classes aimed at supporting healthy life style changes. A parent is encouraged to attend. There are two separate MEND programs; one is the MEND 2 - 5 year old program and the other is the MEND 7 - 13 year old program. The MEND 2 - 5 does not have a weight requirement while the MEND 7 - 13 requires children to be overweight or obese. Both programs can allow for 6 year olds depending upon the maturity level of the child. mend Second 45 min Parenting discussion PublicHealth Ne.Or,,. Who Parents Children Corpus Christi - Nueces County Public Health District Council Report MEND 2 — 5 program(s) 10 weeks, once a week, 1.5 hr/session First 45 min Mind and Nutrition Exercise Parenting discussion PublicHealth Ne.Or,,. Who Parents Children Corpus Christi - Nueces County Public Health District Council Report MEND 7 — 13 program(s) 10 weeks, twice a week, 2 hr/session Mind and Nutrition mend Second hour Exercise PublicHealth Ne.O.,,. Corpus Christi - Nueces County Public Health District Council Report DY3 MEND Program Sites (16) October 1, 2013 -September 30, 2014 mend Sites Participants Los Encinos 33 Zavala 24 Montclair 15 Cullen 8 Galvan 15 Cunningham 16 Oak Park 17 Fannin 19 Allen 16 Yeager 15 Calk 17 Meadowbrook 16 Taft 40 Boys & Girls Club (CC) 15 Boys & Girls Club (Robstown) 15 Moore 3 The number of children that participated in MEND programs in DY3 was 293 and 217 parents for a total of 510 participants. PublicHealth Ne.Or,,. Corpus Christi - Nueces County Public Health District Council Report mend The information in the MEND portfolio, to be discussed next is for only children ages 7-13 that completed both pre & post, Pediatric Quality of Life Surveys and their information was inputted into the Operational Management and Monitoring System (OMMS) data system as required by the Delivery Partners. Children ages 2-5 do not fill out the Pediatric Quality of Life Surveys because this survey is age specific. *The MEND Portfolio Information below is not tied to funding. Public Health Corpus Christi - Nueces County Public Health District Council Report 1. Portfolio Overview 1.1 Introduction tiri) mend Key points for the programs': • The current Portfolio consists of 225 children. • Average attendance was 92.9%. • There were 2 drop -outs (included in the 225 children). A drop-out is a child who has attended < 5 of the 20 sessions. Filters applied • Age: 7-13 years old (at pre-program measurements - Session 1) • BMI z -score at baseline > 1.036 (at least overweight i.e. >_ 85th BMI percentile) Note: Dropout rate and attendance are only reported for programs that have fully completed attendance data on OMMS. Program ID Participants 1 CCN01_0001 13 2 CCN01_0002 14 3 CCN01_0005 15 4 CCN01_0006 5 5 CCN01_0007 8 6 CCN01_0010 14 7 CCN01_0011 12 8 CCN01_0012 15 9 CCN01_0013 17 10 CCN01_0014 15 11 CCN01_0015 15 12 CCN01_0016 20 13 CCN01_0017 16 14 CCN01_0018 16 15 CCN01_0019 14 16 CCN01 0020 16 Total 225 tiri) mend Key points for the programs': • The current Portfolio consists of 225 children. • Average attendance was 92.9%. • There were 2 drop -outs (included in the 225 children). A drop-out is a child who has attended < 5 of the 20 sessions. Filters applied • Age: 7-13 years old (at pre-program measurements - Session 1) • BMI z -score at baseline > 1.036 (at least overweight i.e. >_ 85th BMI percentile) Note: Dropout rate and attendance are only reported for programs that have fully completed attendance data on OMMS. Public Health Prevent Pron.'', Penh,. 1.2Demographics Corpus Christi - Nueces County Public Health District Council Report (A) mend The demographic data presented in this section are based on confirmed participants from all 16 programs. N (%) N (%) Gender — male Single -parent families Origin Not of Hispanic, Latino, or Spanish origin Mexican, Mexican American, Chicano Puerto Rican Another Hispanic, Latino, or Spanish origin Race/Ethnicity White Black, African American, or Negro American Indian or Alaska Native Other Pacific Islander Mixed Accommodation Owned outright Owned with mortgage or loan Shared ownership Private landlord Rented from government Primary earner employed 103 (46%) 114 (65%) Household income (000 $) 0-20 20-40 12 (8%) 40-60 112 (71%) 1 (1%) 33 (21%) 132 (91%) 8 (6%) 2(1%) 1 (1%) 2(1%) 15 (12%) 46 (36%) 2 (2%) 50 (39%) 14 (11%) 114 (84%) 60-80 80+ Highest Year School Completed Some high school HS Diploma/GED Some college Associates Degree Bachelor's Degree Master's Degree Insurance Status Employer based health insurance Medicare/Medicaid No health insurance Other public/government sponsored health insurance Privately/self funded health insurance Underinsured Other language in household Pregnant mothers Food stamps BMI status Overweight Obese 59 (44%) 41 (30%) 16 (12%) 13 (10%) 6 (4%) 36 (23%) 55 (35%) 45 (29%) 11 (7%) 8 (5%) 2 (1%) 54 (36%) 67 (45%) 15 (10%) 11 (7%) 2 (1%) 39 (30%) 99 (58%) 0 (0%) 83 (52%) 47 (21%) 178 (79%) Please note than n's may differ across variables as the analysis at each time point is based on available data for each index. Public Health Prevent Prntnn,p. Pr,,,AC,. Corpus Christi - Nueces County Public Health District Council Report Occupation Administrative Support Workers Construction and Extractive Craft Workers Healthcare Practitioner Professionals Installation, Maintenance and Repair Craft Workers Laborers and Helpers Management, Business and Financial Workers Other Other professional Workers Production Operative Workers Sales Workers Science, Engineering and Computer Professionals Technicians Transportation and Material Moving Operative Workers N (%) 1 (1%) 3 (3%) 12 (11%) 2 (2%) 8 (7%) 9 (8%) 54 (49%) 6 (5%) 1 (1%) 6 (5%) 3 (3%) 2 (2%) 3 (3%) (A) mend Please note than ns may differ across variables as the analysis at each time point is based on available data for each index. N (%) Above 200% Federal Poverty Guideline, or 2 x the 44 Above the Federal Poverty Level, or 'not in poverty (35%) limit will exclude those families making above this limit from many state and/or federal benefits and entitlements) 82 At or below the Federal Poverty Level, or 'in poverty (65%) (A) mend Please note than ns may differ across variables as the analysis at each time point is based on available data for each index. N (%) Above 200% Federal Poverty Guideline, or 2 x the 3 Federal Poverty Guideline (please note, this upper 15 limit will exclude those families making above this limit from many state and/or federal benefits and entitlements) (12%) At or below 200% Federal Poverty Guideline, or 2 x the Federal Poverty Guideline (please note in many 111 states this level is the upper limit cutoff for access to benefits/entitlements) (88%) (A) mend Please note than ns may differ across variables as the analysis at each time point is based on available data for each index. N (%) Above 400% Federal Poverty Guideline, or 4 x the Federal Poverty Guideline. 3 (2%) At or below 400% Federal Poverty Guideline, or 4 x 123 the Federal Poverty Guideline. (98%) (A) mend Please note than ns may differ across variables as the analysis at each time point is based on available data for each index. Public Health Corpus Christi - Nueces County Public Health District Council Report 2. Portfolio results 2.1.1 Baseline measurements Variable N Minimum Maximum Mean SD Age (years) 225 6.6 13.9 9.8 1.7 Height (cm) 225 104.1 188.0 139.7 13.3 Weight (kg) 225 21.8 108.9 54.4 17.9 BMI (kg/m2) 225 17.6 42.4 27.2 5.6 Waist (inches) 225 21.0 48.0 34.0 5.9 Number of people in household 155 2.0 9.0 4.7 1.4 Attendance (%) 223 80.0 100.0 92.9 5.1 SD: Standard deviation tipc, mend Please note than n's may differ across variables as the analysis at each time point is based on available data for each index. 2.1.2 Summary of results Results presented in this section are on children who were overweight or obese at baseline. Variable N Mean Change Status BMI (kg/m2) 93 -0.7 Positive Waist circumference (inches) 100 -0.9 Positive Physical activity (hours/week) 105 4.7 Positive Sedentary activities (hours/week) 91 -3.8 Positive Recovery heart rate (beats per minute) 95 -1.4 Positive Nutrition score 99 5.7 Positive Total difficulties score 104 -3.0 Positive Body image score 97 1.8 Positive Self-esteem score (Rosenberg's scale) 118 1.7 Positive Public Health Corpus Christi - Nueces County Public Health District Council Report 2.2. Quantitative Results 1 tipc, mend Results presented in this section are on children who were overweight or obese at baseline. 2.2.1 Anthropometry 2.2.1.1 Body Mass Index (BMI) 27.4 - 27.2 - 27.0 - ":"IE 26.8 - a) CO 26.6 - 26.4 - 26.2 - 26.0 27.2 n = 93 26.5 Before MEND After MEND BMI decreased from 27.2 kg/m2 before MEND 7-13 to 26.5 kg/m2 after MEND 7-13, leading to a 0.7 BMI unit reduction for the group of MEND 7-13 participants. Body Mass Index (BMI) is calculated by dividing weight (in kg) by height (in meters) squared. It is used to categorize individuals as underweight, healthy weight, overweight or obese. In clinical practice, the 95th BMI percentile for age and gender is used as the cut-off point to define obesity in children. BMI is a valuable tool for initial screening and follow-up as it is easily calculated; however, it does not take into consideration body composition, so it should be ideally complemented by other measures -e.g. waist circumference (see below)- to assess changes in degree of overweight. 1 All figures presented in this section are average values for the group of MEND 7-13 participants n = number of children with pre and post data on each measurement Public Health Corpus Christi - Nueces County Public Health District Council Report 2.2.1.2 Waist circumference Waist circumference (inches) 33.8 - 33.6 - 33.4 - 33.2 - 33.0 - 32.8 - 32.6 - 32.4 - 32.2 n = 100 33.7 32.8 Before MEND After MEND (irct mend On an average, waist circumference decreased by 0.9 inches after the program (i.e. from 33.7 to 32.8 inches). Waist circumference is a measure of abdominal fat, which has been associated with several obesity -related co -morbidities e.g. heart disease and diabetes. Changes in waist circumference are always due to changes in body fat, specifically abdominal fat which is associated with health risk. Waist circumference is a very important measurement as, unlike BMI, it is specifically related to changes in abdominal fat, which is reliably related to the health risks of increased weight. Obesity management programs aim to change the composition of the child's body over the course of development so that muscle mass increases along with a reduction in the level of adipose (fat) tissue. Such changes in the proportions of muscle and adipose over the course of an intervention may mean that BMI is unchanged in children attending MEND 7-13. This is why waist circumference is a useful additional measure to examine outcome since it is generally considered more sensitive to changes in body composition. Reductions in waist circumference in the absence of a reduction in BMI will indicate that abdominal fat has been reduced and that health outcomes have been improved. Public Health Corpus Christi - Nueces County Public Health District Council Report 2.3 Physical (in)activity and fitness 2.3.1 Time spent in physical activity Physical activity (hours/week) 20.0 18.0 16.0 14.0 12.0 10.0 8.0 6.0 4.0 2.0 0.0 13.7 n = 105 18.4 mend Before MEND After MEND An average increase of 4.7 hours physical activity per week occurred among the MEND 7-13 participants 13.7 hours/week before MEND 7-13 versus 18.4 hours/week after MEND 7-13). The official recommendation for children's physical activity levels is at least one hour of moderate to vigorous physical activity per day. Any increase towards meeting the recommendation is extremely positive. For obese children this target may be unrealistic. Therefore, it is important to consider time spent in all levels of physical activity. Public Health Corpus Christi - Nueces County Public Health District Council Report 2.3.2 Time spent in sedentary activity 10.0 - 9.2 9.0- - 8.0 7.0 0 6.0 r 5.0 c) 4.0 w 3.0 u) 2.0 - 1.0 - 0.0 n = 91 5.4 Before MEND After MEND mend A 3.8 -hour decrease in sedentary activity was also observed after MEND 7-13, as television viewing and computer usage decreased from 9.2 to 5.4 hours per week. Television viewing has been associated with childhood obesity both directly by promoting sedentary behavior and indirectly by encouraging the passive over consumption of high -calorie foods and drinks during these activities. MEND 7-13 focuses on increasing physical activity as well as reducing sedentary behavior as these independently influence a child's weight status. Both physical activity and sedentary behavior need to be targeted in any multi-component obesity intervention. Public Health Corpus Christi - Nueces County Public Health District Council Report 2.3.3 Recovery heart rate (fitness indicator) n = 95 Heart rate (beats per minute) 110 - 100 - 90 - 80 - 70 - 60 - 50 101.3 99.9 1 Before MEND After MEND mend MEND 7-13 participants were fitter by the end of the program, as indicated by the 1.4 beats per minute decrease in heart rate following the 3 -minute step test. The 3 -minute YMCA step test is a validated test used to assess fitness levels in children. This is achieved by measuring the recovery heart rate (beats during the minute after the step test). The quicker the heart rate returns to normal levels (resting heart rate) the fitter the child is. Fitness is considered a very important component of children's health. Low fitness is associated with increased risk factors for health problems and it is much easier for a fit overweight child to grow into their weight than an overweight child who is unfit. Public Health Prover, Prot,. Corpus Christi - Nueces County Public Health District Council Report 2.4.1 Dietary habits 2.4.1.1 Nutrition score Nutrition score (score 0-28) 25.0 - 20.0 - 15.0 - 10.0 - 5.0 - 0.0 14.2 n = 99 19.9 Before MEND After MEND The group's nutrition score increased by 5.7 units. tiri) mend Throughout MEND 7-13, children are taught several MEND -Friendly dietary habits such as eating breakfast daily, drinking 6-8 cups of water per day, choosing MEND -Friendly as opposed to MEND -Unfriendly foods (they are given the criteria for food categorization during the sessions). Increases in nutrition score are indicative of substantial improvements in eating habits and nutritional intake. Public Health Prover, Prot,. Corpus Christi - Nueces County Public Health District Council Report 2.5 Psychological indices 2.5.1 Parent's questionnaire - strengths and difficulties questionnaire (SDQ) n = 104 Total Difficulties (score 0-40) 40.0 - 35.0 - 30.0 - 25.0 - 20.0 - 15.0 - 10.0 - 5.0 - 0.0 10.2 7.2 Before MEND After MEND tiri) mend Based on the Strengths and Difficulties questionnaire (SDQ), parents assessed their children as having fewer difficulties (such as hyperactivity, emotional symptoms and peer problems) in their everyday life (score reduction of 3 units). The SDQ is a parent -rated measure of common psychological symptoms in childhood. Scores on the SDQ are categorised according to whether the child has low, borderline or high psychological needs. The ranges for these categories are: 0 — 13 Low needs 14 — 16 Borderline high/low needs 17 — 40 High needs The mean score on the SDQ was within the low needs range and it is encouraging to note that post -program the average SDQ score was even lower. This suggests that participating in MEND 7-13 is associated with improved psychological functioning. In cases where a child's SDQ score remains above 17 at the end of MEND 7-13 or is above 17 at the start of the program with no post -program measurement we recommend that the delivery team should consider talking with the family to discuss consulting their Primary Care Physician regarding their children's well-being. In the report's Appendix you can find a list of participants who fulfill these criteria. 1 Public Health Prove., . Prnrn i , Prinpr.t. Corpus Christi - Nueces County Public Health District Council Report 2.5.2 Children's "About my body questionnaire" (body image) n = 97 20.0 - N d fC E 10.0 - 0 5.0 - 0.0 14.7 16.5 Before MEND After MEND tiri) mend The average body -image score for the group was 14.7 out of 24 pre-program compared to 16.5 out of 24 post -program. This means children increased their body esteem by 1.8 units. This Body Esteem Scale measures the way a child thinks and feels about the way that their body looks. Increases in scores on this scale suggest that children are feeling better about their body. This is important because improvements in body image may reduce the child's risk of developing unhealthy weight control practices in the future. Public Health PrOIR1111P. rr.,1ACt. Corpus Christi - Nueces County Public Health District Council Report tiri) mend 2.5.3 Children's "What I think about myself" questionnaire (Rosenberg's self-esteem scale) 30.0 - 25.0 - 0 M O 20.0 - L O c) E 15.0 - d d v) 10.0 - 5.0 - 0.0 22.9 n = 118 24.6 Before MEND After MEND The average self-esteem score for the group was 22.9 out of 30 pre-program compared to 24.6 out of 30 post -program. This means that self-esteem increased by 1.7 units. The Rosenberg Self -Esteem Scale is a validated and widely used 10 -item instrument that measures global self-esteem. Higher scores indicate higher self-esteem. Public Health Ne.e„t Irntnn,p. Pr,,le.ct Corpus Christi - Nueces County Public Health District Council Report Funding Metric(s) tiri) mend DY1 October 1, 2011 to September 30, 2012 $93,100 No actions in DY1 DY2 October 1, 2012 to September 30,2013 $1,467,250 HHSC approved $372,403 DY1 seed money between 4 projects prior to any project approvals (in County coffers) Category 2 Metric: 1 1. Met: Engage stakeholders, identify resources and potential partnership and develop intervention plan - Document innovative strategy and plan (Received $2.5M - $1,032,750 IGT = $1,467,250) **Hired the only 1115 Waiver Administrator September 2013 ** DY3 October 1,2013 to September 30, 2014 $1,220,937 Original Metrics 1. Document implementation strategy and testing outcomes, 5 sites will run MEND programs 2. 500 children will complete the 10 week MEND program (in October 2014 reporting after two administrators left employment abruptly; this metric was identified as deleted) 3. To participate in semi-annual face-to-face meetings or seminars organized by the RHP (in October 2014 reporting after two administrators left employment abruptly; this metric was identified as deleted) Current Metrics Category 2 Metrics: 2 1. Met: Document implementation strategy and testing outcomes, 5 sites will run MEND programs ($1M - $419,500 IGT = $580,500 Note: $167,800 County project IGT) 2. Number of new ideas, practices, tools or solutions tested by each provider (requested carry forward, HHSC approved, we plan on meeting this metric) ($1M - $419,500 IGT = $580,500) Category 3 Metrics: 2 1. New Metric -NMI (Needs more information) submitted information January 16, 2015 to HHSC for approval - 1st yr required pediatric quality of life surveys -submission ($51,625 - $21,656.5 IGT = $29,968.50) 2. New Metric -NMI (Needs more information) submitted information January 16, 2015 to HHSC for approval - 1st yr required pediatric quality of life surveys -validation ($51,625 - $21,656.5 IGT = $29,968.50 ) Public Health Prevent Pron.'', Pen,,.. Corpus Christi - Nueces County Public Health District Council Report tiri) mend DY4 October 1, 2014 to September 30, 2015 $1,204,159 Current Metrics Category 2 Metrics: 3 1. 500 children will complete the 10 week MEND program ($666,667 -$285,800 IGT= $380,867) 2. Number of new ideas, practices, tools or solutions tested by each provider ($666,667 -$285,800 IGT= $380,867) 3. To participate in semi-annual face-to-face meetings or seminars organized by the RHP ($666,667 -$285,800 IGT= $380,867) Category 3 Metric: 2 1. Pediatric quality of life surveys -submission /validation 2. Pediatric quality of life surveys -validation ($53,875 - $23,096 IGT= $30,779) ($53,875 - $23,096 IGT= $30,779) DY5 October 1, 2015 to September 30, 2016 $629,697 Current Metrics Category 2 Metrics: 3 1. 1500 children will complete the 10 week MEND program ($300,573 - $128,855 IGT= $171,717) 2. Number of new ideas, practices, tools or solutions tested by each provider ($300,573 - $128,855 IGT= $171,717) 3. Participate in semi-annual face-to-face meetings or seminars organized by the RHP ($300,573 - $128,855 IGT= $171,717) Category 3 Metric: 2 1. Pediatric quality of life surveys -submission ($100,250 - $42,977 IGT = $57,273) 2. Pediatric quality of life surveys -validation ($100,250 - $42,977 IGT = $57,273) PublicHealth Prevent Pron.'', Pen,,.. Corpus Christi - Nueces County Public Health District Council Report Date ^'4/1/2013 DY 1 Seed Money MEND 1115 Waiver Actual/Anticipated Budget Income Expense Total $93,100 DY2 Oct 1, 2012 to Sept 2013 1/30/2014 DY 2 Incentive Payment $1,467,250 DY 3 Oct 1, 2013 to Sept 30, 2014 DY 3 Expenses 1/30/2015 DY 3 Incentive Payment $580,500 DY 3 Anticipated 6/30/2015 Incentive Payment carry $580,500 forward DY 3 Anticipated Incentive Payment carry 6/30/2015 forward (A) mend Metric (s) $93,100 No actions in DY1 $1,560,350 (1) Met - Engage stakeholders $811,092 $749,258 Category 2 (2) metrics -met 1 metric - 5 Delivery Sites Category 2 will meet 2nd metric - innovative ideas & practices $59,937 $1,970,195 Category 3 Metric-Pedi QLS DY4 Oct 1, 2014 to Sept 30, 2015 DY4 projected expenses DY4 Anticipated 1/30/2016 Incentive Payment $1,142,601 DY4 Anticipated Incentive Payment $61,558 DY5 Oct 1, 2015 to Sept 2016 DY 5 Anticipated Expenses DY 5 Anticipated 1/30/2017 Incentive Payment $515,151 DY 5 Anticipated Incentive Payment $114,546 $1,180,262 $789,933 $1,994,092 $1,608,353 385,739 $1,015,436 Category 2 (3) Metrics- 500 children, innovative ideas, participate in meetings Category 3 Metric-Pedi QLS Category 2 (3) Metrics- 1500 children, innovative ideas, participate in meetings Category 3 Metric-Pedi QLS Public Health Ne.Or,,. Corpus Christi - Nueces County Public Health District Council Report AGENDA MEMORANDUM City Council Meeting of January 27, 2015 DATE: TO: May 20, 2014 Ronald L. Olson, City Manager FROM: Susan Thorpe, Assistant City Manager for Safety, Health & Neighborhoods SThorpe@cctexas.com (361) 826-3232 Proposed Eligibility Guidelines for funding Rental Properties STAFF PRESENTER(S): Name Title/Position Department 1. Susan Thorpe ACM -Safety, Health & Neighborhoods Executive Offices 2. Eddie Ortega Director Housing & Community Dev. OUTSIDE PRESENTER(S): Name Title/Position Organization None BACKGROUND: At the City Council Meeting of January 20, 2015, the City Council requested Housing and Community Development to create policy guidelines for the funding of Rental Projects through the Type A Board. This item will allow discussion and direction from the City Council, for the department to present to the Type A Board for review and consideration of a policy to establish guidelines for the funding of Rental Property projects. LIST OF SUPPORTING DOCUMENTS: Memorandum — Proposed Eligibility Guidelines for funding Rental Properties Housing & Community Development Programs and Eligibility Criteria HUD Income Guidelines MEMORANDUM To: Mayor and City Council Thru: Ron L. Olson, City Manager Thru: Susan Thorpe, Assistant City Manager From: Eddie Ortega, Housing and Community Development Director (HCD) Date: January 22, 2015 Subject: Proposed Eligibility Guidelines for funding Rental Properties Issue/ Problem During the January 20, 2015 Council meeting, City Council requested HCD to create policy guidelines for the funding of Rental Projects through the Type A Board. Background & Findings The Type A Board, at their December 15th meeting, amended their Goals and Strategies to allow for the consideration of providing funding for proposed Rental Property projects. At the January 19th Type A Board meeting, the Corpus Christi Housing Authority requested Type A funds for the proposed rehabilitation of the La Armada II Public Housing Complex. The Type A Board approved funding in the amount of $350,000 in fiscal year 2014-2015 and $150,000 in fiscal year 2015-2016 for a total of $500,000. Conclusion HCD has developed the following points to bring forth to the City Council for discussion and direction, with the goal of presenting to the Type A Board for their review and consideration of a policy to establish guidelines for the funding of Rental Property projects; Rental Properties Funding Guidelines 1. Consideration of an annual allocation of funding for Rental properties 2. Entities seeking funds must NOT be eligible for Tax Credits under the HOME program. 3. Eligible Properties must leverage at least 90% of the project with other funds (i.e. Type A Funds may not be more than 10% of the total project) 4. Type A Funds not to be used for developer fees (100% of Type A Funds to be utilized for "hard" costs) 5. Affordability must be maintained for a minimum of 20 years 6. For-profit ownership not allowed (Funds subject to recapture if property sold to non- eligible owner before completion of affordability period) 7. Outside entities seeking funds in this category must have the following requirements of its tenants that would occupy the proposed rental project, for example; a. Qualify as a family as defined by HUD. b. Targeted income not to exceed 80% of area median income (to mirror homeownership program) c. Qualify on the basis of citizenship or the eligible immigrant status of family members Attachment: City of Corpus Christi Housing & Community Development Programs and Eligibility Criteria City of Corpus Christi Housing and Community Development Department Affordable Housing Programs TYPE A BOARD FUNDED PROGRAMS HOMEBUYER ASSISTANCE PROGRAMS: Builders New Construction Program Qualified homebuyers which meet income guidelines that are established by the United States Department of Housing and Urban Development (HUD) are provided a deferred forgivable loan in the amount of $20,000 to buy down the purchase price of a newly constructed home that does not exceed the maximum price of the HUD identified 95% of the median purchase price of a newly constructed home; currently $151,905. The loan is forgiven over a 10 year period. Existing Inventory Program Qualified homebuyers which meet income guidelines that are established by HUD are provided a deferred forgivable loan in the amount of $20,000 to buy down the purchase price of an existing home that does not exceed the maximum price of the HUD identified 95% of the median purchase price of an existing home; currently $134,000. The loan is forgiven over a 10 year period. HOME PARTNERSHIP INVESTSMENT PROGRAM (HOME) FUNDED PROGRAMS Homebuyer Assistance Program (HOME) This program provides deferred forgivable loans to low income homebuyers in the amount of $10,000 to assist them with down payment and closing cost for the purchase of a home Multifamily Rental Programs -via Housing Tax Credit Program (HOME) HOME funds are utilized to provide the Local support portion of a Tax Credit Award by the Texas Department of Housing and Community Development for the purpose of building multifamily affordable housing. COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUNDED PROGRAMS Minor Home Repair Program (CDBG) This program provides repair grants up to $10,000 for repairs and up to $4,500 for lead base paint remedial activities required by HUD regulations on houses built before 1978. The grant can be used for the following home repairs; roof, plumbing, electrical, heating, minor structural defects and improvements related to energy conservation. Assistance through this program is provided to very low income homeowners who are 62 years old or older or disabled. Single Family Rehabilitation Program (CDBG) This program provides zero percent and three percent interest loans to homeowners interested in rehabilitating their homes; homeowners must meet the low and very low income range guidelines established by HUD. Funds are utilized for rehabilitation and reconstruction loans, demolition grants, relocation grants and lead base paint grants for remedial activities. HUD INCOME GUIDELINES INCOME LIMITS (80% of MEDIAN INCOME) Family Size 1 2 3 4 5 6 7 8 Annual Income 29,500 33,700 37,900 42,100 45,500 48,850 52,250 55,600 Revised 01/2014: Income limits are established by HUD and are subject to change without notice. The United States Department of Housing and Urban Affairs (HUD) released the Median Purchase Price of a home for the Corpus Christi Metropolitan Area. The Housing and Community Development Department is currently utilizing the following maximum price limits; AGENDA MEMORANDUM Future Item for the City Council Meeting of January 20, 2015 Action Item for the City Council Meeting of January 27, 2015 DATE: January 8, 2015 TO: Ronald L. Olson, City Manager THRU: Susan Thorpe, Assistant City Manager SThorpe@cctexas.com 361.826.3898 Eddie Ortega, Director EddieO@cctexas.com 361.826.3224 FROM: Rudy Bentancourt, CD Administrator RudyB@cctexas.com 361.826.3021 Annual Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Annual Board Meeting of the Corpus Christi Housing Finance Corporation PURPOSE: The purpose is to hold the Annual Board Meeting of the Corpus Christi Housing Finance Corporation in order to elect officers and consider the adoption of a resolution pertaining to a loan to be made in connection with the Lexington Manor Apartments, an affordable housing project. BACKGROUND AND FINDINGS: Election of Officers After each City Council election and the appointment of new board members, the CCHFC must elect new officers. The Bylaws provide for the following: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, General Manager and Assistant General Manager. Typically, the President and Vice President have been elected from the Board of Directors and previously were David Loeb and Priscilla Leal, respectively. The Bylaws provide that all officers do not have to be Board members, and the remaining positions have been held by the persons on City staff holding the functional equivalent positions. The recommendation for these positions is as follows: Secretary Rebecca Huerta Assistant Secretary Paul Pierce Treasurer Assistant Treasurer General Manager Assistant General Manager Lexington Manor Apartments Project Margie C. Rose Constance Sanchez Ronald L. Olson Susan K. Thorpe TG 110 Lexington, LP is the owner of the Lexington Manor Apartments and was awarded low- income housing tax credits from the Texas Department of Housing and Community Affairs (TDHCA) from the statewide at -risk pool. This project also was awarded local HOME funds from the Corpus Christi Community Improvement Corporation, but its eligibility for the tax credits is conditioned upon the receipt of an additional interim loan from a local housing entity. The project is coordinated by Housing & Community Services, Inc. of San Antonio (HCS). Lexington Manor is an existing 153 -unit multi -family housing development at 3126 Ray Ellison Drive in Corpus Christi. The closing of the tax credit transaction will result in the complete redevelopment of that project. On February 25, 2014, the CCHFC Board approved the issuance of a loan commitment to provide an interim loan in an amount up to the difference between the minimum amount required under TDHCA rules for the local points award (estimated at $2,295,000) and the actual amount of HOME funds allocated to the project. After completion of the scoring by TDHCA and the HOME funds allocation by the Corpus Christi Community Improvement Corporation, the resulting interim loan requirement is $1,400,000. As required by the conditions of the loan commitment made by the CCHFC, HCS has made arrangements with its lender for the project, Wells Fargo Bank, National Association, to loan the $1,400,000 to the CCHFC, which will re -loan the funds to TG 110 Lexington, LP, the owner of the project. The loan from Wells Fargo Bank will be a special obligation of the CCHFC repayable solely from the proceeds that it receives from its loan to TG 110 Lexington, LP. Approval of the attached Resolution authorizing the $1,400,000 loan from Wells Fargo Bank and the lending of said $1,400,000 loan proceeds to TG Lexington, LP is required for the project to close. The CCHFC Bylaws have previously been amended to hold the annual meeting in February. However, the annual meeting will be held in January in order to officiate the time sensitive resolution request and avoid loss of project funding. ALTERNATIVES: N/A. The City has already committed its HOME Program funds for the project. The remaining funding amount must be made from the loan structure proposed. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The action conforms to all applicable City and CCHFC policies. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires only one meeting of the CCHFC Board. DEPARTMENTAL CLEARANCES: Housing and Community Development and City Secretary's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: N/A RECOMMENDATION: Staff recommends the approval of the loan to TG 110 Lexington, LP. LIST OF SUPPORTING DOCUMENTS: Agenda for CCHFC Board Meeting Unapproved April 29, 2014 Board Meeting Minutes Treasurers Report Resolution Date: Time: Location: AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION ANNUAL MEETING Tuesday, January 27, 2015 During the meeting of the City Council beginning at 11:30 a.m. City Council Chambers, Corpus Christi City Hall 1201 Leopard Street Corpus Christi, Texas 78401 1. Call meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors [Vacant], President [Vacant], Vice President Rudy Garza, Jr. Chad Magill Nelda Martinez Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Officers Ronald L. Olson, General Manager Susan K. Thorpe, Asst. General Manager Rebecca Huerta, Secretary Paul Pierce, Asst. Secretary Margie C. Rose, Treasurer Constance P. Sanchez, Asst. Treasurer 3. Approve minutes from the Board meeting on April 29, 2014. 4. Treasurer's Report 5. Election of Officers: President Secretary Vice President Assistant Secretary Treasurer Assistant Treasurer General Manager Assistant General Manager 6. Resolution Authorizing the Execution of Loan Documents with TG -110 Lexington, LP and Wells Fargo Bank, National Association, in connection with a loan in the amount of $1,400,000 to assist in financing the redevelopment of the Lexington Manor Apartments 7. Public comment. 8. Adjourn. MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING April 29, 2014 3:02 p.m. PRESENT Board of Directors Officers David Loeb, President Susan K. Thorpe, Asst. General Manager Kelley Allen Rebecca Huerta, Secretary Rudy Garza, Jr. Vacant, Assistant Secretary Chad Magill (arrived 3:04) Constance P. Sanchez, Assistant Treasurer Nelda Martinez Colleen McIntyre (arrived 3:05) Lillian Riojas Mark Scott ABSENT Priscilla Leal, Vice President President Loeb called the meeting to order in the Council Chambers of City Hall at 3:02 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting and that notice of the meeting had been posted. President Loeb called for approval of the minutes of the February 25, 2014 meeting. Mr. Garza made a motion to approve the minutes as presented, seconded by Mr. Scott, and passed as follows: Loeb, Allen, Garza, Martinez, Riojas and Scott voting "Aye"; Leal, Magill, and McIntyre absent. President Loeb opened discussion on Item 4, appointment of Paul Pierce as Assistant Secretary for the Corporation. Ms. Martinez made a motion to appoint Paul Pierce, seconded by Mr. Garza, and passed as follows: Loeb, Allen, Garza, Martinez, Riojas and Scott voting "Aye"; Leal, Magill, and McIntyre absent. President Loeb opened discussion on Item 5, adoption of a Resolution changing the fiscal year to a year ending September 30, commencing with the current fiscal year which shall be extended to end on September 30, 2014. There was no discussion on this item. President Loeb called for public comment. There was none. 5. ADOPTION OF A RESOLUTION CHANGING THE FISCAL YEAR TO A YEAR ENDING SEPTEMBER 30 COMMENCING WITH THE CURRENT FISCAL YEAR WHICH SHALL BE EXTENDED TO END ON SEPTEMBER 30, 2014. Mr. Garza made a motion to adopt the resolution, seconded by Ms. Martinez, and passed as follows: Loeb, Allen, Garza, Magill, Martinez, Riojas and Scott voting "Aye"; Leal and McIntyre absent. Minutes — CCHFC April 29, 2014 — Page 2 President Loeb opened discussion on Item 6, approval of a Service Agreement with the City of Corpus Christi for the payment of allocated costs for financial services in handling the funds of the Corporation. Constance Sanchez, Assistant Treasurer, stated the agreement formalizes the actions that the Financial Department and other City Departments are doing for the Corporation. There was no discussion on this item. President Loeb called for public comment. There was none. 6. APPROVAL OF A SERVICE AGREEMENT WITH THE CITY OF CORPUS CHRISTI FOR THE PAYMENT OF ALLOCATED COSTS FOR FINANCIAL SERVICES IN HANDLING THE FUNDS OF THE CORPORATION. Mr. Garza made a motion to approve the service agreement, seconded by Mr. Allen, and passed as follows: Loeb, Allen, Garza, Magill, Martinez, Rioj as and Scott voting "Aye"; Leal and McIntyre absent. President Loeb opened discussion on Item 7, approval of designation of Rebecca Huerta as the registered agent of the Corporation, replacing Armando Chapa; and authorizing the filing of a designation with the Texas Secretary of State. There was no discussion on this item. President Loeb called for public comment. There was none. Mr. Magill made a motion to approve the designation, seconded by Mr. Allen, and passed as follows: Loeb, Allen, Garza, Magill, Martinez, McIntyre, Rioj as and Scott voting "Aye": Leal absent. President Loeb opened discussion on Item 8, consideration and possible approval of a contract for the acquisition of fee simple title to the Ward Building. (This item may be considered in executive session under Section 551.072 of the Texas Open Meetings Act.) Susan Thorpe, Assistant General Manager, stated that a contract agreement had been reached with Grover C. Keeton and Kathleen Keeton Smith, owners and landlords of the Ward Building, for the Corporation to buy out the lease. She stated the Corporation will then own the building outright and be able to dispose of it for an appropriate private use. Mr. Scott asked what the process was after closing on the land. Ms. Thorpe stated that after closing on the land, Assistant City Manager Wes Pierson will prepare an RFP for the highest and best use to put into private hands. Mr. Pierson stated that he is working with the Downtown Management District for proposals for use of the building and land. Mr. Scott asked that the land be disposed of quickly. Mr. Loeb called for public comment. There was none. President Loeb called for a motion on the action for the President to sign the contract and the other necessary documents for acquisition. 8. CONSIDERATION AND POSSIBLE APPROVAL OF A CONTRACT FOR THE ACQUISITION OF FEE SIMPLE TITLE TO THE WARD BUILDING. (THIS ITEM MAY BE CONSIDERED IN EXECUTIVE SESSION UNDER SECTION 551.072 OF THE TEXAS OPEN MEETINGS ACT.) Mr. Scott made a motion to approve the contract, seconded by Ms. Rioj as, and passed as follows: Loeb, Allen, Garza, Magill, Martinez, McIntyre, Rioj as and Scott voting "Aye"; Leal absent. Minutes — CCHFC April 29, 2014 — Page 3 There being no further business to come before the corporation, President Loeb adjourned the meeting at 3:10 p.m. on April 29, 2014. Corpus Christi Housing Finance Corporation Schedule of Net Position January 9, 2015 UNAUDITED Assets Governmental Funds Adjustments Schedule of Net Assets Assets: Current assets Cash in bank $ 63,707 63,707 Receivables Accounts 1,000 1,000 Accrued Interest 5,762 5,762 Due from other funds 446,275 446,275 Total current assets 516,744 - 516,744 Noncurrent assets Capital Assets 158,841 158,841 Building 491,059 491,059 Total noncurrent assets 649,900 649,900 Total assets 516,744 Liabilities and Fund Balance 649,900 1,166, 644 Liabilities: Accounts Payable $ - Deferred revenues 452,037 452,037 Total liabilities $ 452,037 452,037 Fund balance: Undesignated (Restricted) 64,707 (64,707) Total fund balance 64,707 (64,707) 0 Total liabilities and fund balance Net Assets Restricted Invested in Capital Assets Corpus Christi Housing Finance $ 516,744 649,900 649,900 64,707 64,707 Total net assets $ 714,607 $ 714,607 Corpus Christi Housing Finance Corporation Schedule of Activities January 9, 2015 UNAUDITED Revenues: Charges for Services Contributions and donations Interest on interfund loans Total revenue Expenditu res: Corpus Christi Finance Corporation Total expenditures/expenses Excess (deficiency) of revenues over (under) expenditures and other financing uses Other financing sources (uses) Total other financing sources (uses) Net change in fund balance Fund balances (deficits) at beginning of year Governmental Funds 76,751 10,000 24,309 111,060 294,530 Adjustments Schedule of Net Assets 76,751 10,000 24,309 0 111,061 0 294,530 294,530 - 294,530 (183,470) - (183,469) (183,470) 0 (183,470) $ 248,177 649,900 898,077 Fund balances (deficits) at beginning of year 64,707 649,900 714,607 Resolution Authorizing the Execution of Loan Documents with TG 110 Lexington, LP and Wells Fargo Bank, National Association, in connection with a loan in the amount of $1,400,000 to assist in financing the redevelopment of the Lexington Manor Apartments WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act for the purpose of assisting in the provision of housing options for persons of low and moderate income; and WHEREAS, the CCHFC has established a loan program for projects applying for low-income housing tax credits with the Texas Department of Housing and Community Development ("TDHCA") in which the CCHFC makes loans based on a certificate of deposit or assignment of loan arrangement; and WHEREAS, on February 25, 2014, the CCHFC passed a resolution authorizing the issuance of a loan commitment in an amount not to exceed $2,295,000.00 for a 5 - year loan to TG 110 Lexington, LP at an interest rate of 3% per annum for the redevelopment of the Lexington Manor Apartments in connection with an application for low-income housing tax credits filed with TDHCA; and WHEREAS, TG 110 Lexington, LP has been awarded low-income housing tax credits and has requested a loan in the amount of $1,400,000.00 and has made arrangements with its lender, Wells Fargo Bank, National Association, to loan such funds to the CCHFC to be re -loaned to TG 110 LEXINGTON, LP for the redevelopment of the Lexington Manor Apartments; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC is authorized to borrow from Wells Fargo Bank, National Association the amount of $1,400,000.00 for the redevelopment of the Lexington Manor Apartments in connection with an application for low-income housing tax credits filed with TDHCA. The loan shall be a limited obligation of the CCHFC payable solely from the loan repayments and cash collateral account provided by TG 110 Lexington, LP. Such loan shall bear interest at the rate of 3% per annum, have a term of five years and be repayable in advance without penalty or premium. 2. The CCHFC authorizes a loan to TG 110 Lexington, LP in the amount of $1,400,000.00 to be made from the proceeds of the foregoing loan obtained from Wells Fargo Bank, National Association. Such loan shall bear interest at the rate of 3% per annum, have a term of five years and be repayable in advance without penalty or premium. Said loan shall be secured by a cash collateral account provided by TG 110 Lexington, LP and the funds used for the redevelopment of the Lexington Manor Apartments in connection with an application for low-income housing tax credits filed with TDHCA. 3. Each of the General Manager and the Assistant General Manager are separately authorized in their respective capacities of the CCHFC for purposes of executing, attesting, affixing the Corporation's seal to, and delivering the documents and instruments required in connection with the loan from Wells Fargo Bank, National Association and the loan to TG 110 Lexington, LP referenced above as may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution and the actions taken previously by such authorized representatives in connection with such matters are hereby ratified and confirmed. The loan documents shall be subject to the approval of either of such officers, and the signature of either of such officers on any such loan document shall be evidence of such approval. DULY PASSED AND ADOPTED this 27th day of January, 2015, at the annual meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Name: Secretary Title: President 2 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn 3