Loading...
HomeMy WebLinkAboutAgenda Packet City Council - 02/17/2015Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, February 17, 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 Deacon Michael Mentz, Diocese of Corpus Christi. C. Pledge of Allegiance to the Flag of the United States to be led by Susan K. Thorpe, Assistant City Manager. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 15-0146 Proclamation declaring February 15-21, 2015, "National LULAC Week" Proclamation declaring February 22-28, 2015, "National Engineers' Week" Proclamation declaring February 20, 2015, The 73rd Session Graduation Ceremony of the Corpus Christi Police Academy Big Check Presentation for the 2015 Arts Grants Recipient Organization (Arts and Cultural Commission) Certificate of Commendation Presented to Frank Brogan Swearing-in Ceremony for Newly Appointed Board, Commission and Committee Members Corpus Christi Page 1 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 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. 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: (ITEM 2) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. 2. 15-0143 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. I. MINUTES: 3. 15-0148 Regular Meeting of February 10, 2015 Attachments: Minutes - February 10, 2015 Corpus Christi Page 2 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 J. BOARD & COMMITTEE APPOINTMENTS: 4. 15-0149 Committee for Persons with Disabilities Electrical Advisory Board Leadership Committee for Senior Services Marina Advisory Committee Attachments: 02-17-15 Board Appointments K. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. L. CONSENT AGENDA: (ITEMS 5-20) 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. 5. 15-0093 Interlocal Agreement for Staples Street Center street improvements (Mestina/Artesian Street Project) (Bond 2012) Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). Attachments: Agenda Memo - Staples Street Center Street Imps.pdf Resolution - Staples Street Center Street Imps.pdf Prosect Budget - Staples Street Center Street Imps.pdf Location Map - Staples Street Center Street Imps.pdf Interlocal Agreement - Staples Street Center Street Imps.pdf Presentation - Staples Street Center Street Imps.pdf 6. 15-0023 Approving four (4) Job Order Contract Master Agreements for the minor construction, repair, rehabilitation and alteration of facilities Motion authorizing the City Manager or designee to execute a Master Agreement for Job Order Contracting (JOC) for a two-year term with Corpus Christi Page 3 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 option to renew administratively for up to three one-year periods, with no guaranteed minimum and a maximum aggregate of $2,000,000.00 in any one year; authorizing the City Manager or designee to execute all Job Order Contracts thereunder not exceeding $500,000.00 with the following: ❑ Alpha Building Corporation ❑ Cruz Maintenance & Construction, Inc. ❑ Haeber Roofing Company ❑ JE Construction Services Attachments: Agenda Memo - Job Order Contracting JOC Master Agreement Alpha Building Corporation.pdf JOC Master Agreement Cruz Maintenance Construction.pdf JOC Master Agreement Haeber Roofing.pdf JOC Master Agreement JE Construction Services.pdf 7. 15-0024 Amendment No. 2 to the engineering support services contract for Wastewater Permit Assistance Motion authorizing the City Manager or designee to execute Amendment No. 2 to the engineering support services contract with RPS of Austin, Texas in the amount of $100,000 for a total restated fee not to exceed $218,500 for Wastewater Permit Assistance. Attachments: Agenda Memo - WVV Permit Asst Project Budget - WW Permit Asst Location Map - WW Permit Asst Contract - WW Permit Assistance Presentation - WW Permit Asst 8. 15-0036 Engineering Design Contract Amendment No. 1 for the La Voila Creek Drainage Channel Excavation Project Motion authorizing the City Manager, or designee, to execute Amendment No. 1 in the amount of $197,646.00 with Urban Engineering for the La Volla Creek Drainage Channel Excavation Project. Attachments: Agenda Memo LaVoila Creek Project Budget - La Voila Creek Location Map - La Voila Creek Presentation - La Voila Creek Contract - La Voila Creek COF La Voila Creek 9. 14-001444 Termination of the Multiple Use Agreements for Heliport Parking Facility and Public Parking Facility located on State Highway 9/BS 44-D Corpus Christi Page 4 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 Resolution authorizing the City Manager or designee to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. Attachments: Agenda Memo Heliport Public Parking Facility.pdf Resolution - Heliport Public Parking Facility.pdf Multiple Use Agreement - Heliport Parking Facility - TERMINATION.pdf Multiple Use Agreement - Public Parking Facility - TERMINATION.pdf Location Map - Heliport Public Parking Facility.pdf Presentation - Heliport Public Parking Facility.pdf 10. 14-001445 Termination of the Multiple Use Agreement for the Nueces Bay Causeway Bait Stand located within State ROW on US Highway 181 Resolution authorizing the City Manager or designee to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right-of-way on US Highway 181. Attachments: Agenda Memo - Nueces Bay Causeway Bait Stand.pdf Resolution - Nueces Bay Causeway Bait Stand.pdf Multiple Use Agreement Termination - Nueces Bay Causeway Bait Stand.pdf Location Map - Nueces Bay Causeway Bait Stand.pdf Presentation - Nueces Bay Causeway Bait Stand.pdf 11. 14-001414 Lease -purchase of rescue pumper Motion approving the lease -purchase of one (1) rescue pumper from Siddons-Martin Emergency Group, Houston, Texas for a total amount of $599,750.00, of which $10,607.00 is required for the remainder of FY 2014-2015. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Financing for the lease -purchase will be provided through the City's lease -purchase financing contractor. Attachments: Agenda Memo - Rescue Pumper Price Sheet - Rescue Pumper.pdf 12. 15-0068 Flour Bluff Revitalization Plan Resolution of the City Council of the City of Corpus Christi, Texas adopting a Revitalization Plan for the Flour Bluff area which is bordered by the King Ranch to the South, and by water on three sides, the Laguna Madre to the East, Oso Creek and Bay to the West, and Corpus Corpus Christi Page 5 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 Christi Bay to the North; and providing an effective date. Attachments: Agenda Memo - Revitalization Plan Resolution Resolution - Flour Bluff Revitalization Plan Flour Bluff Revitalization Plan Exhibit A Map - FLour Bluff Revitalization Exhibit A Map notes - Flour Bluff Revitalization plan 13. 15-0067 Resolutions in support of five Affordable Housing developments to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA). Discussion and possible action on resolutions in support of five Affordable Housing developments which will be applicants for 9% Housing Tax Credits administered by the Texas Department of Housing and Community Affairs (TDHCA): Liberty Shores Apartments, Callicoatte Cove Homes, River View at Calallen, Stonehenge Place and 911 Glenoak Apartments, each proposed project is located within the City of Corpus Christi, Texas. Attachments: Agenda Memo - HOME Resolutions Resolution - Liberty Shores Apartments Resolution - Callicoatte Cove Homes Resolution - River View at Calallen Apartments Resolution - Stonehenge Place Apartments Resolution - 911 Glenoak Apartments Presentation - Proposed Housing Tax Credits Developments 14. 15-0087 Second Reading Ordinance - Rezoning from single-family to multifamily at 5409 Lipes Boulevard (1st Reading 2/10/15) Case No. 0115-01 The Convent Academy of the Incarnate Word: A change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District, resulting in a change to the Future Land Use Plan from low density residential to medium density residential uses. The property is described as being 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street. Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by The Convent Academy of the Incarnate Word ("Owner"), Corpus Christi Page 6 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 by changing the UDC Zoning Map in reference to 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - The Convent Academy of the Incarnate Word Ordinance - The Covent Academy of Incarnate the Word Presentation - The Convent Academy of the Incarnate Word Zoning Report - The Convent Academy of the Incarnate Word 15. 15-0088 Second Reading Ordinance - Rezoning from residential estate to single-family at 8410 S. Staples Street (1st Reading 2/10/15) Case No. 0115-03 MPM Development LP: A change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District, not resulting in a change to the Future Land Use Plan. The property is described as Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway. Planning Commission and Staff Recommendation (January 14, 2015): Denial of the change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District and, in lieu thereof, approval of a change of zoning to the "RS-22/SP" Single -Family 22 District with a Special Permit subject to three conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by MPM Development LP and Miguel Pro ("Owners"), by changing the UDC Zoning Map in reference to Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4 from the "RS -22" Single -Family 22 District to the "RS-22/SP" Single -Family 22 District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - MPM Development LP Ordinance - MPM Development LP Ordinance w/SP - MPM Development LP Presentation - MPM Development LP Zoning Report - MPM Development LP 16. 15-0089 Second Reading Ordinance - Rezoning from commercial, office and single-family 6 to single-family 4.5, located north of Saratoga Boulevard (SH 357) and west of Norchester Drive (1st Reading 2/10/15) Case No. 0115-02 Superior H & H Development LLC: A change of Corpus Christi Page 7 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, resulting in a change to the Future Land Use Plan. The property is described as being a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357) and west of Norchester Drive. Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Superior H & H Development LLC ("Owner"), by changing the UDC Zoning Map in reference to 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Superior H & H Development Ordinance - Superior H & H LLC Presentation - Superior H & H Development LLC Zoning Report - H & H Development LLC 17. 15-0064 Second Reading Ordinance - Accepting and appropriating a grant from the Coastal Bend Regional Advisory Council (RAC) for the WebEOC (1st Reading 2/10/15) Ordinance authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations; and appropriating $10,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training and travel for the Corpus Christi Fire Department's WebEOC. Attachments: Agenda Memo - RAC for WebEOC Ordinance - RAC for WebEOC Award Letter - RAC for WebEOC 18. 14-001447 Second Reading Ordinance - Amending the Arts and Cultural Commission duties and the Permanent Art Trust Fund (1st Reading 2/10/15) Corpus Christi Page 8 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 2 regarding Arts and Cultural Commission duties and the permanent art trust fund. Attachments: Agenda Memo - Permanent Art Trust ordinance Ordinance - 2-107 and 2-108 Amendment Attachment A - Public Art Collection list 19. 15-0041 Second Reading Ordinance - First amendments to the lease agreements for Southwest Airlines and American Airlines (1st Reading 2/10/15) Ordinance ratifying and authorizing the City Manager to execute first amendments to the lease agreements with Southwest Airlines and Envoy Air (formerly known as American Eagle Airlines) to extend the term of the leases; authorizing and accepting an assignment of the lease from Envoy Air to American Airlines; providing for an effective date; providing for severance; and providing for publication. Attachments: Agenda Memo - Airline Lease Amendment Ordinance - Airline Lease Amendment 2015 vFinal3 Executive Summary - Airline Lease Extension American Airlines First Amendment and Assignment Southwest Airlines First Amendment American Airlines Lease Agreement 8-1-09 - 7-31-2014 Southwest Airlines Lease Agreement - 8-1-09 - 7-31-2014 20. 15-0065 Second Reading Ordinance - Amending Chapter 2 of the City Code of Ordinances, regarding membership of the Water Resources Advisory Committee (1st Reading 2/10/15) Ordinance to amend Chapter 2 of the City Code of Ordinances, regarding membership of the Water Resources Advisory Committee; to make minor revisions to the language of a member description; and to increase membership by one additional representative. Attachments: Agenda Memo- WRAC Ordinance Revision Ordinance - Water Resource Advisory Committee M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (NONE) The following items are motions, resolutions and ordinances that will be considered and voted on individually. O. FIRST READING ORDINANCES: (ITEMS 21-25) Corpus Christi Page 9 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 21. 15-0160 First Reading Ordinance - Approving termination of RecycleRewards agreement and non -allocation of funds for budget fiscal year 2015-2016 Ordinance approving a termination of the agreement with RecycleRewards and non -allocation of funds due to the necessity to fund improvements to solid waste services in the operating budget for fiscal year 2015-2016; finding that the termination and issuance of certificates of obligation for solid waste services capital improvements are both necessary and prudent; directing that a copy of this ordinance be included with the adopted FY2015-2016 Operating Budget; and providing for severance. Attachments: RecycleRewards Termination Ordinance v2b 20150212 two readings (2).pdf RecycleBank Termination Agenda Memo - Two Readings (2).pdf 22. 14-001428 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. Attachments: Agenda Memo - Solid Waste CO's Ordinance - Solid Waste CO's 23. 15-0004 First Reading Ordinance - Modifying and clarifying parade and special event permit ordinance Ordinance repealing Chapter 49, Article 1, Division 2. "Temporary Closure of Streets"; amending Chapter 53, Article VII "Parades and Marches" in its entirety to modify and clarify parades, marches, and street events permit procedures and requirements; providing an Corpus Christi Page 10 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 effective date; providing for severance; providing for penalty; and providing for publication. Attachments: Agenda Memo - Special Event Permit and Parade Ordinance 02.17.2015 Ordinance - Special Event Permit and Parade Ordinance -Final 2-4-15 (redlined 24. 15-0101 First Reading Ordinance - Appropriating grant funds for the Local Emergency Planning Committee (LEPC) grant Ordinance appropriating $27,674.58 from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the No. 1062 Fire Grants Fund for FY 2015 Hazardous Materials Emergency Preparedness grant program, phase II & III, to conduct a detailed hazardous materials vulnerability assessment to increase effectiveness in safety and efficiently handling hazardous materials accidents and incidents and to further enhance implementation of the Emergency Planning and Community Right -to -Know Act of 1986, with a hard match of $6,918.64. Attachments: Agenda Memo - LEPC Grant Ordinance - LEPC grant Award Letter - LEPC grant Contract - LEPC grant 25. 15-0098 First Reading Ordinance - Purchase and installation of replacement boat crane at the Marina Ordinance appropriating $260,000 from the unreserved fund balance of the No. 4700 Marina Fund for the replacement of a boat crane; changing the FY2014-2015 Operating Budget adopted by Ordinance No. 030294 by increasing appropriations by $260,000; approving the purchase and installation of a boat crane from 1st On -Site Services, LLC, based on sole source, for a total amount of $252,150; and providing for severance. Attachments: Agenda Memo - Purchase and Installation of Boat Crane Ordinance Marina Crane Tranfer Marina Fund Final 20150211 Price Sheet - Purchase and Installation of Boat Crane Service Agreement - Purchase and Installation of Boat Crane P. RECESS COUNCIL MEETING Q. CORPORATION MEETING 26. 15-0084 Special Board Meeting of the Corpus Christi Housing Finance Corporation Special Board Meeting of the Corpus Christi Housing Finance Corporation Corpus Christi Page 11 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 Attachments: Agenda Memo - CCHFC Special Board Meeting CCHFC Agenda Minutes - CCHFC15-01 Resolution - Glenoak Apartments Resolution - Callicoatte Cove Homes Resolution - River View at Calallen Apartments Resolution - Stonehenge Place Apartments Resolution - Liberty Shores Resolution - MCC Application Resolution - MCC Issue R. RECONVENE COUNCIL MEETING S. FUTURE AGENDA ITEMS: (ITEM 27) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 27. 15-0115 Purchase and installation of an alerting system Motion approving the purchase and installation of an Alerting System from Daily -Wells Communications, San Antonio, Texas based on sole source for a total amount of $117,584. Funds have been budgeted by the Fire Department in FY 2014-2015. Attachments: Agenda Memo - Purchase and Installation of an Alerting System Price Sheet - Purchase and Installation of an Alerting System T. BRIEFINGS: (ITEMS 28-32) 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. 28. 14-001448 Mary Rhodes Pipeline Phase 2, Construction Status Update Attachments: Agenda Memo - MR Pipeline Presentation - MR Pipeline 29. 15-0106 Bond 2012 Update to Council Attachments: Agenda Memo - Bond 2012 Update (02-17-15) Presentation - Bond 12 Update 30. 15-0052 Capital Programs Department Organizational Assessment Attachments: Agenda Memo - Capital Programs Organizational Assessment Presentation Capital Programs Department Organizational Assessment Corpus Christi Page 12 Printed on 2/16/2015 City Council Meeting Agenda - Final February 17, 2015 31. 15-0142 Request for Qualifications - Financial Advisory Services Attachments: Agenda Memo- Financial Advisory RFQ Presentation Presentation- FA RFQ 32. 15-0135 Property Insurance Procurement Options Attachments: Agenda Memo - Property Insurance RFP Presentation - Property Insurance Procurement Options Final U. 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. V. ADJOURNMENT Corpus Christi Page 13 Printed on 2/16/2015 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, February 10, 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 Reverend Bruce Wilson, Church of Reconciliation. Reverend Bruce Wilson gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Norma Davison, Customer Service Manager. Customer Service Manager Norma Davison 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: 8 - 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, and Council Member Carolyn Vaughn Absent: 1 - Council Member Mark Scott E. Proclamations / Commendations 1. Proclamation declaring February 2-6, 2015, "National School Counseling Week 2015" Proclamation declaring February 7, 2015, "Ronald McDonald House Charities of Corpus Christi 25th Anniversary" Proclamation declaring February 14, 2015, "The 6th Annual Barefoot Mardi Gras Parade Day" Mayor Martinez presented the proclamations. Corpus Christi Page 1 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER Mayor Martinez deviated from the agenda and referred to City Manager's Comments. City Manager Olson spoke regarding the following topics: 1) City Manager Olson provided an amended index to the proposed Property Maintenance Code which was provided to City Council at the last meeting. City Manager Olson said this information was provided to draw attention to the item for future discussion. 2) At last Tuesday's City Council planning retreat, the City Council set three (3) priority goals for 2015: 1) Residential Road 2) Water Policy and 3) Economic Development Policy. City Manager Olson provided information on the target goals for each priority. City Manager Olson provided an explanation of the 3D process approach for each issue: Discovery, Discussion and Decision. 4) A joint meeting between the City Council, the Type A Board, and the Corpus Christi Regional Economic Development Corporation leadership is tentatively scheduled for March 3rd. Staff has asked Toby Futrell to facilitate this meeting and Ms. Futrell will need additional time to pre -interview 25 individuals to get a scope of the concerns and lay out a strategy. City Manager Olson recommended moving the joint meeting to April 7th. There was a consensus of the City Council to move the meeting to April 7th. 5) City Manager Olson invited the City Council to attend the 2nd Annual Employee Talent Show scheduled on February 28, 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 called for comments from the public. Brent Statzer and Derek Hegman with SQH Sports and Entertainment and Bert Quintanilla addressed some of the conclusions provided by the evaluation team regarding the Request for Proposal (RFP) for the Regional Sports Complex. Rick Melby, representing the Corpus Christi Patriots Tea Party, requested that Council Members McIntyre, Scott and Riojas recuse themselves from the second vote on the extension for Schlitterbahn because they received a gratuity from the project. Mr. Melby also commented that the Development Services Department was inefficient and encouraged the City Council to call a town hall meeting of contractors and architects to discuss the issues stifling growth in the city. In response to comments made by Mr. Melby, Council Members McIntyre and Riojas stated that they received no gratuity related to the Schlitterbahn project. Jack Gordy addressed Item 33, ADA sidewalk improvements and spoke about the palm trees and fire hydrants blocking the sidewalk on Airline Road. Mr. Gordy asked five (5) members of the City Council to have staff remove those palm trees blocking the sidewalk. City Attorney Risley stated that the law does not require the removal of those palm trees. Chad Peters, Lolly Bernal, Abel Alonzo, Charles Perez, and David Amaro spoke in support of the regional sports complex. Susie Luna Saldana spoke about comments made by City Council members regarding the Port of Corpus Christi Authority appointment and said the City Council is expected to work like a family and for the benefit of Corpus Christi Page 2 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 the whole community. John Boyd, developer of the Cosmopolitan, said he appreciated the investment and attitude of city leaders related to the reinvestment and revitalization of the downtown area and urged the City Council to support moving forward on the Chaparral Street Improvements. Terry Sweeney, Executive Director of the Corpus Christi Downtown Management District, said he would be available for questions regarding the summary he provided on the Chaparral Street improvements project and thanked staff for their efforts in this process. Benjamin Graham addressed issues with code enforcement and referred to a public information request response on the number of citations issued by the City in 2014 and amounts charged to citizens. Mr. Graham asked the Council to put a group together to study Municipal Court, specificially Code Enforcement. City Attorney Risley stated that there is a pending case involving Mr. Graham's wife and spoke regarding the citiations to property owners. I. MINUTES: 4. Regular Meeting of January 27, 2015 Mayor Martinez referred to approval of the minutes. Council Member Rubio made a motion to amend the minutes, J. Board & Committee appointments, to include the question by Council Member Rubio and response by City Secretary Huerta that applications to be considered for a board may be received up until the meeting that a board is being considered. The motion was seconded by Council Member Magill and passed unanimously. Council Member McIntyre made a motion to approve the minutes as amended, seconded by Council Member Magill and passed unanimously. J. BOARD & COMMITTEE APPOINTMENTS: 5. Airport Board Building Code Board of Appeals Corpus Christi Convention and Visitors Bureau Crime Control and Prevention District Board Parking Advisory Committee Sister City Committee Mayor Martinez referred to board and committee appointments. The following appointments were made: Airport Board Council Member McIntyre nominated Curtis T. Clark. Council Member Riojas nominated Joseph Wise. Curtis T. Clark was appointed with Council Members McIntyre, Vaughn, Martinez, Garza, Magill and Riojas voting for Curtis T. Clark and Council Members Rubio and Rosas voting for Joseph Wise. Building Code Board of Appeals Council Member Magill made a motion to appoint Ramiro Munoz III (Building Industry), seconded by Council Member Rubio and passed unanimously. Council Member McIntyre made a motion to appoint Robert Knowles, P.E. (Engineer), seconded by Council Member Magill and passed unanimously. Council Member Magill nominated Steven R. McClure Sr. (Not Connected with the Building Industry). Council Member McIntyre nominated Vincent Doyle (Not Corpus Christi Page 3 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 Connected with the Building Industry). Steven R. McClure, Sr.(Not Connected with the Building Industry) was appointed with Council Members Rosas, Magill, Garza, Rubio, and Vaughn voting for Steven R. McClure, Sr. and Council Members Martinez, Riojas and McIntyre voting for Vincent Doyle. Council Member McIntyre made a motion to reappoint Ray Jones (Building Industry), seconded by Council Member Magill and passed unanimously. Corpus Christi Convention and Visitors Bureau Council Member Magill made a motion to appoint Melody Nixon -Bice (Hotel Industry), seconded by Council Member McIntyre and passed unanimously. Council Member Magill made a motion to appoint James Kunau (Attraction Industry), seconded by Council Member Garza and passed unanimously. Crime Control and Prevention District City Secretary Huerta announced that Bryan Johnson (Council Member Mark Scott's representative) withdrew his name from consideration. Council Member Riojas made a motion to confirm the appointments of Judy Loverde (Martinez), Jesse Olivares (Magill), Joan Veith (Riojas), Zelner Houchin (Vaughn), Susie Luna Saldana (Rosas), Randall Hicks (Rubio), R. Scott Leeton (McIntyre), and Raymond Lara (Garza), seconded by Council Member McIntyre and passed unanimously. Parking Advisory Committee Council Member McIntyre made a motion to appoint Robert Catalano (Corpus Christi Beach Task Force), seconded by Council Member Magill and passed unanimously. Council Member McIntyre made a motion to appoint William L. Hoover (Residential, Property Owner in City Center), seconded by Council Member Magill and passed unanimously. Sister City Committee Council Member Magill made a motion to appoint Brenda Acevedo, Charles F. Bass, Ashley Higson, and William Bryan Menard, Jr., seconded by Council Member Garza and passed unanimously. H. EXECUTIVE SESSION: (ITEMS 2 - 3) 2. 3. Mayor Martinez deviated from the agenda and referred to the day's executive sessions. The Council went into executive session. Executive session pursuant to Tex. Gov't Code 551071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to housing tax credit projects with discussion and possible action. 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 4 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 6 - 8) Approval of the Consent Agenda Mayor Martinez referred to the Consent Agenda and announced that Item 8 was withdrawn by staff. There were no comments from the Council or the public. Council Member McIntyre made a motion to approve the consent agenda, seconded by Council Member Magill. The consent agenda was passed by one vote as follows: 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 Vaughn Absent: 1 - Council Member Scott Abstained: 0 6. 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. This Motion was passed on the Consent Agenda. Enactment No: M2015-017 7. 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. This Resolution was passed on the Consent Agenda. Enactment No: 030414 8. 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 Corpus Christi Page 5 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 designee to execute an affordable housing agreement with the Corpus Christi Housing Authority. This Motion was withdrawn. M. PUBLIC HEARINGS: (ITEMS 9 - 11) 9. Public Hearing and First Reading Ordinance - Rezoning from Single -Family to Multifamily at 5409 Lipes Boulevard Case No. 0115-01 The Convent Academy of the Incarnate Word: A change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District, resulting in a change to the Future Land Use Plan from low density residential to medium density residential uses. The property is described as being 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street. Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by The Convent Academy of the Incarnate Word ("Owner"), by changing the UDC Zoning Map in reference to 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 9. Director of Development Services Dan Grimsbo stated that the purpose of this item is to rezone the subject property to allow for development of multifamily uses. Mr. Grimsbo stated that the Planning Commission and staff are in favor of the zoning change. Mr. Grimsbo provided an update on the public notification and stated that zero responses were received in favor and 27 responses were received in opposition tpta;omg anpit 15% opposition. Mayor Martinez opened the public hearing. Donna Gonzalez spoke on behalf of the neighborhood and stated that the neighborhood is in opposition to the zoning change for the following reasons: the zoning will negatively affect property taxes, change the character of the neighborhood, peace and privacy issues and additional traffic. Mayor Martinez closed the public hearing. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Magill. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Rosas Nay: 2 - Council Member Rubio and Council Member Vaughn Corpus Christi Page 6 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 Absent: 1 - Council Member Scott Abstained: 0 10. Public Hearing and First Reading Ordinance - Rezoning from Residential Estate to Single -Family at 8410 S. Staples Street Case No. 0115-03 MPM Development LP: A change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District, not resulting in a change to the Future Land Use Plan. The property is described as Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway. Planning Commission and Staff Recommendation (January 14, 2015): Denial of the change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District and, in lieu thereof, approval of a change of zoning to the "RS-22/SP" Single -Family 22 District with a Special Permit subject to three conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by MPM Development LP and Miguel Pro ("Owners"), by changing the UDC Zoning Map in reference to Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4 from the "RS -22" Single -Family 22 District to the "RS-22/SP" Single -Family 22 District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 10. Interim Assistant Director of Development Services Julio Dimas stated that the purpose of this item is to rezone the subject property to reduce side yard setbacks. Mr. Dimas stated that the Planning Commission and staff recommend denial of the "RS -15" Single -Family 15 District and, in lieu thereof, approval of the "RS-22/SP" Single -Family 22 District with a special permit subject to three conditions. Mayor Martinez opened the public hearing. There were no comments from the Council or the public. Mayor Martinez closed the public hearing. 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: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Absent: 1 - Council Member Scott Abstained: 0 11. Public Hearing and First Reading Ordinance - Rezoning from Commercial, Office and Single -Family 6 to Single -Family 4.5, Corpus Christi Page 7 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 located north of Saratoga Boulevard (SH 357) and west of Norchester Drive. Case No. 0115-02 Superior H & H Development LLC: A change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, resulting in a change to the Future Land Use Plan. The property is described as being a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357) and west of Norchester Drive. Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Superior H & H Development LLC ("Owner"), by changing the UDC Zoning Map in reference to 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 11. Director of Development Services Dan Grimsbo stated that the purpose of this item is to rezone the subject property to allow for construction of a single-family subdivision. Mr. Grimsbo stated that the Planning Commission and staff were in favor of the zoning change. Mayor Martinez opened the public hearing. There were no comments from the Council or the public. Mayor Martinez closed the public hearing. Council Member McIntyre made a motion to pass the ordinance, seconded by Council Member Garza. 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 Vaughn Absent: 1 - Council Member Scott Abstained: 0 N. REGULAR AGENDA: (ITEMS 12 - 13) 12. Second Reading Ordinance - Lease agreement with TCEQ for use of Oak Park and H. J. Williams Park for air monitoring station (1st Reading 1/13/14) (Requires 28 day delay) Corpus Christi Page 8 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 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 12. 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 Commission on Environmental Quality (TCEQ) for air monitoring stations on Oakpark Park and Bayview Park. There were no comments from the Council or the public. Council Member McIntyre made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on second 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 Vaughn Absent: 1 - Council Member Scott Abstained: 0 Enactment No: 030415 13. 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. Mayor Martinez referred to Item 13. Assistant City Manager Wes Pierson stated that the purpose of this item is to consider extending the deadline of the Chapter 380 agreement for the completion of the Schlitterbahn waterpark. Mr. Pierson provided a brief overview including background information and the terms of the Type A and Chapter 380 agreements. Mr. Pierson said the deadline is February 22, 2015 and staff recommends granting the extension deadline to September 30, 2015. Council members asked questions regarding the following topics: whether Schlitterbahn will receive the additional $2.5 million if Phase I is not completed and the possibility that the completion date could be earlier. Mayor Martinez called for comments from the public. Abel Alonzo and Susie Luna Saldana spoke in support of the extension. Ms. Saldana also requested that two council members refrain from the vote because of perception issues. Council Member Rubio made a motion to approve the resolution, seconded by Council Member Magill and passed. This Resolution was passed and approved with the following vote: Corpus Christi Page 9 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 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 Vaughn Absent: 1 - Council Member Scott Abstained: 0 Enactment No: 030416 O. FIRST READING ORDINANCES: (ITEMS 14 - 18) 14. First Reading Ordinance - Accepting and appropriating a grant from the Coastal Bend Regional Advisory Council (RAC) for the WebEOC Ordinance authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations; and appropriating $10,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training and travel for the Corpus Christi Fire Department's WebEOC. Mayor Martinez referred to Item 14. Fire Chief Robert Rocha stated that the purpose of this item is to accept and appropriate a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 to benefit the City's WebEOC operations. 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 first reading and approved with the following vote: 15. First Reading Ordinance - Amending the Arts and Cultural Commission duties and the Permanent Art Trust Fund Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 2 regarding Arts and Cultural Commission duties and the permanent art trust fund. Mayor Martinez referred to Item 15. Acting Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this item is to amend the Arts and Cultural Commission duties and redefine how funds can be used for the permanent art trust fund. There were no comments from the Council or the public. Council Member McIntyre made a motion to approve the ordinance, seconded by Council Member Rosas. This Ordinance was passed on first reading and approved with the following vote: 16. First Reading Ordinance - First Amendments to the Lease Agreements for Southwest Airlines and American Airlines Ordinance ratifying and authorizing the City Manager to execute first amendments to the lease agreements with Southwest Airlines and Corpus Christi Page 10 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 17. 18. Envoy Air (formerly known as American Eagle Airlines) to extend the term of the leases; authorizing and accepting an assignment of the lease from Envoy Air to American Airlines; providing for an effective date; providing for severance; and providing for publication. Mayor Martinez referred to Item 16. Director of Aviation Fred Segundo stated that the purpose of this item is to ratify and authorize the execution of a three-year lease extension with Southwest Airlines and Envoy Air (formerly American Eagle Airlines) and authorizing an assignment of lease from Envoy Air to American Airlines. There were no comments from the Council or the public. Council Member Magill 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: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Absent: 1 - Council Member Scott Abstained: 0 First Reading Ordinance - Amending Chapter 2 of the City Code of Ordinances, regarding membership of the Water Resources Advisory Committee Ordinance to amend Chapter 2 of the City Code of Ordinances, regarding membership of the Water Resources Advisory Committee; to make minor revisions to the language of a member description; and to increase membership by one additional representative. Mayor Martinez referred to Item 17. Executive Director of Utilities Mark Van Vleck stated that the purpose of this item is to amend the membership of the Water Resources Advisory Committee from "representative of apartment owners association" to "an apartment owner or manager" and add a member to represent the Nueces River watershed and the associated ecosystem. There were no comments from the public. A brief discussion ensured regarding broadening the "apartment owner or manager" position to "apartment owner or owner's representative". Council Member McIntyre made a motion to amend the Section 2-230(a)(1) to read "apartment owner or owner's representative", seconded by Council Member Magill and passed. This Ordinance was passed on first reading as amended 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 Vaughn Absent: 1 - Council Member Scott Abstained: 0 First Reading Ordinance - Lease Agreement with Corpus Christi Regional Transportation Authority for a Temporary Bus Transfer Station Site Corpus Christi Page 11 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 Ordinance authorizing the City Manager or designee to execute a seven (7) month lease agreement with Corpus Christi Regional Transportation Authority for the use of property bounded by Leopard, Sam Rankin, Mestina and Josephine Streets, for a temporary bus transfer station. Mayor Martinez referred to Item 18. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to authorize a lease agreement with the Corpus Christi Regional Transportation Authority for the use of City property located west of City Hall bounded by Leopard, Sam Rankin, Mestina and Josephine Streets, for a temporary bus transfer station. Mayor Martinez called for comments from the public. Abel Alonzo thanked the City, Regional Transportation Authority and staff for working together in the best interest of the community and spoke on the importance of public transportation. There were no comments from the Council. Council Member Rubio 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: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Absent: 1 - Council Member Scott Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 19 - 27) Mayor Martinez referred to Future Agenda Items. City Manager Olson stated that Items 19 and 18 are related and clarified that Item 19 was presented under the first reading section per City Charter requirements and both items will come forward together at the next meeting. City Manager Olson stated that staff had a planned presentation on Item 27. 19. Interlocal Agreement for Staples Street Center street improvements (Mestina/Artesian Street Project) (Bond 2012) Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). This Resolution was recommended to the consent agenda. 20. Approving four (4) Job Order Contract Master Agreements for the minor construction, repair, rehabilitation and alteration of facilities Motion authorizing the City Manager or designee to execute a Master Agreement for Job Order Contracting (JOC) for a two-year term with option to renew administratively for up to three one-year periods, with no guaranteed minimum and a maximum aggregate of $2,000,000.00 Corpus Christi Page 12 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 in any one year; authorizing the City Manager or designee to execute all Job Order Contracts thereunder not exceeding $500,000.00 with the following: • Alpha Building Corporation • Cruz Maintenance & Construction, Inc. • Haeber Roofing Company • JE Construction Services This Motion was recommended to the consent agenda. 21. Amendment No. 2 to the engineering support services contract for Wastewater Permit Assistance Motion authorizing the City Manager or designee to execute Amendment No. 2 to the engineering support services contract with RPS of Austin, Texas in the amount of $100,000 for a total restated fee not to exceed $218,500 for Wastewater Permit Assistance. This Motion was recommended to the consent agenda. 22. Engineering Design Contract Amendment No. 1 for the La Voila Creek Drainage Channel Excavation Project Motion authorizing the City Manager, or designee, to execute Amendment No. 1 in the amount of $197,646.00 with Urban Engineering for the La Volla Creek Drainage Channel Excavation Project. This Motion was recommended to the consent agenda. 23. Termination of the Multiple Use Agreements for Heliport Parking Facility and Public Parking Facility located on State Highway 9/BS 44-D Resolution authorizing the City Manager or designee to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. This Resolution was recommended to the consent agenda. 24. Termination of the Multiple Use Agreement for the Nueces Bay Causeway Bait Stand located within State ROW on US Highway 181 Resolution authorizing the City Manager or designee to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Corpus Christi Page 13 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 Nueces Bay Causeway Bait Stand located within State right-of-way on US Highway 181. This Resolution was recommended to the consent agenda. 25. Lease -purchase of rescue pumper Motion approving the lease -purchase of one (1) rescue pumper from Siddons-Martin Emergency Group, Houston, Texas for a total amount of $599,750.00, of which $10,607.00 is required for the remainder of FY 2014-2015. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Financing for the lease -purchase will be provided through the City's lease -purchase financing contractor. This Motion was recommended to the consent agenda. 26. Flour Bluff Revitalization Plan Resolution of the City Council of the City of Corpus Christi, Texas adopting a Revitalization Plan for the Flour Bluff area which is bordered by the King Ranch to the South, and by water on three sides, the Laguna Madre to the East, Oso Creek and Bay to the West, and Corpus Christi Bay to the North; and providing an effective date. This Resolution was recommended to the consent agenda. 27. Resolutions in support of five Affordable Housing developments to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA). Discussion and possible action on resolutions in support of five Affordable Housing developments which will be applicants for 9% Housing Tax Credits administered by the Texas Department of Housing and Community Affairs (TDHCA): Liberty Shores Apartments, Callicoatte Cove Homes, River View at Calallen, Stonehenge Place and 911 Glenoak Apartments, each proposed project is located within the City of Corpus Christi, Texas. These Resolutions were recommended to the consent agenda. Q. FUTURE CORPORATION MEETING: (ITEM 28) 28. Special Board Meeting of the Corpus Christi Housing Finance Corporation Special Board Meeting of the Corpus Christi Housing Finance Corporation This Corporation Meeting was recommended to be held. Corpus Christi Page 14 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 R. BRIEFINGS : (ITEMS 29 - 34) 29. Discussion of Issuance of Certificates of Obligation for Solid Waste Mayor Martinez referred to Item 29. City Manager Ron Olson stated that when the issuance of certificates of obligation for Solid Waste was originally discussed, he was concerned that when passing this item we could be committing ourselves to future rate increases. Mr. Olson said that after an extensive review, he is convinced that we will not have rate increases by moving forward. Mr. Olson stated that the key is to make sure that when taking an action, it is sustainable and doesn't have a delayed impact on taxes or fees. Director of Financial Services Constance Sanchez stated that the purpose of this item is to discuss the issuance of certificates of obligation for Solid Waste. Ms. Sanchez provided a summary of the chronology of events and the current rates for solid waste residential and commercial collection fees. Assistant Director of Budget Eddie Houlihan provided an overview of the five-year pro forma for solid waste activity. Council members spoke regarding the following topics: the Recycle Bank fee, the length of the agreement, the percentage of users; termination clause; the competitive assessment recommendation to terminate the Recycle Bank contract; the projects that will be funded with the issuance; the number of organizations that bring in more revenue than expenditures in the General Fund; the benefit of Solid Waste being in the General Fund; and the net effect of separating Solid Waste from the General Fund and depreciation. There was a general consensus of the Council to bring back this item for action. 30. Bond 2008 Proposition Seven - Bayfront Master Plan Project Mayor Martinez referred to Item 30. Acting Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this item is to provide an update on the Bond 2008 Proposition Seven - Bayfront Master Plan. Ms. Anaya presented information on the voter approved bond language; the project status; the location map of the seven components; the proposed project scope and cost estimates; sponsorship opportunities; operating expenses; potential revenue generation; and next steps. Council members spoke regarding the following topics: whether a parking lot was removed; engineering and project management contingency fees; communication/collaboration with stakeholders including the Art Center, farmers market, vendors, Veterans groups and Buccaneer Commission; concerns with operation and maintenance costs, realistic funding options and the impact; breakdown of maintenance costs; the purpose for raising the sunken garden at Sherrill Park and associated cost; the number of restrooms at the seawall; restroom safety and maintenance concerns; location of restrooms; re-evaluating vendor fees; programming at the Art Center; the capacity for the special events area; the Bayshore Park name; potential revenues; providing a decision package for park programming during budget discussion; status of the change orders; the eligible projects if there are funds remaining; the design -build option; the next steps for Bayfront Master Plan Phase 3; whether there are any roadway base issues; options to have event operator manage the area; the breakdown of expenditures from Proposition Seven bond funds; consideration of hand dryers in restrooms; the size of Corpus Christi Page 15 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 shade structures; the cost for programming at Cole Park; surveying other cities on vendor charges and what steps are taken to entice people; updates to the seawall concession area; educational components; mowing contractual costs; sponsorship opportunities and options for rental of lawn chairs. 31. Chaparral Street Improvement Project Mayor Martinez referred to Item 31. Acting Director of Capital Programs Jerry Shoemaker stated that the purpose of this item is to provide an update on the Chaparral Street Improvement Project. Mr. Shoemaker referred to a powerpoint presentation including a location map of improvements; Phase 1 project scope, status and issues; overlapping Chaparral Street projects; the three alternative considerations; staffs recommendation to restore Chaparral to one-way and complete design of Phase 2 to address side -street parking, then convert to 2 -way traffic; benefits; and overall picture. Terry Sweeney, Executive Director of the Downtown Management District, referred to a memo summarizing the process and concerns and spoke regarding engaging stakeholders in the downtown area. Council members spoke regarding the following topics: consideration for back end parking and other parking design options; engaging the Parking Advisory Committee on parking options; construction mitigation; concerns with side street parking and if there will be any work done on side streets; design for placemaking elements; working with the Downtown Management District on Phase 2; the term "meet or beat the timeframe"; coordination with downtown activities;the DMD's strategic plan; the design engineers on the project; engaging stakeholders; and concern with vendors that service the businesses in the area. Council Member Magill made a motion of direction to accept staff's recommendation to restore Chaparral to one-way and complete design of Phase 2 to address side -street parking, then convert to 2 -way traffic, seconded by Council Member McIntyre and passed unanimously. 32. Regional Youth Sports Complex Request For Proposal (RFP) Mayor Martinez referred to Item 32. Interim Director of Parks and Recreation Stacie Talbert Anaya stated that the purpose of this item is to provide an update on the Regional Youth Sports Complex Request for Proposal (RFP). Ms. Anaya referred to a powerpoint presentation including a timeline of the RFP process; the evaluation committee members; the contents and requirements of the RFP; the proposed location; specific requirements; the summary of SQH's submittal; the concerns and questions from the review committee regarding the proposal from SQH. Council members spoke regarding the following topics: perception that there is a communication problem; SQH having marketing experience; the proposed economic impact; concern that SQH's program plan to accommodate local teams and leagues during weekdays will not affect existing structures and leagues; providing an opportunity for SQH to respond to questions and concerns including a fully detailed program that will not cannibalize on existing programs and concrete financing; and commitment to youth in the City to make the project a reality. City Manager Olson said it is legitimate to ask specific questions to protect the public interest without interfering with the private operations. Mr. Olson stated that with the comments made today, the committee can refine those questions and come back to the Council for discussion. Mayor Martinez called for a 10 -minute recess. Corpus Christi Page 16 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 33. ADA Sidewalk Improvements Mayor Martinez referred to Item 33. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to provide an update on the ADA sidewalk accessibility requirements and the City's progress towards those improvements. Ms. Gray referred to a powerpoint presentation including the history of the ADA policy; ADA Title ll; the City's ADA Master Plan; a summary of ADA improvement efforts on City streets; summary of sidewalk accessibility; views of the section of sidewalk on Airline Road from McArdle to SPID; and photos of other locations throughout the city with similar obstructions as Airline. City Attorney Risley provided information on the triggering mechanisms that legally require an ADA improvement. Council members spoke regarding the following topics: whether there have been any complaints from citizens about Airline Road because of a disability; cutting the palm trees will not be the solution on Airline Road; sidewalks being the adjacent private property owners responsibility for maintenance; the additional curb cuts on the portion of Airline between McArdle to SPID; the location of the bus stops on west side of Airline and McArdle; the other accessible routes; the PCI for the area on Airline and the expected timeframe for an overlay; the history on how the tree was planted in the sidewalk on Airline Road; other obstructions throughout the City; whether this section is on the ADA Master Plan Phase ll; and addressing Jack Gordy's concerns regarding the obstructions on Airline and notifying him personally. City Manager Olson stated that staff would provide Mr. Gordy with a video copy of this discussion. 34. Downtown Area Development Plan - Development Incentives Mayor Martinez referred to Item 34. Annika Gunning with Development Services stated that the purpose of this item is to provide a status of the Downtown Area Development Plan and development incentive policy choices. Ms. Gunning provided an overview on the purpose and importance of planning; the current planning efforts; and a timeline of the downtown area development plan process. Ben Carlson, Director of Urban Design with Goody Clancy, presented information on the goals for the downtown area plan and stated that housing is the greatest investment opportunity. Sarah Woodworth, Managing Member with W-ZHA, referred to a powerpoint presentation on incentive options including the the reason for incentives; the variety of incentives available; the property tax abatement program; the tax increment reinvestment zone; other existing downtown area incentives; the three major policy categories inside and outside the tax increment reinvestment zone; options inside the TIRZ area including range of eligible project types, tax relief, and "by -right" or "needs -based" criteria; and major policy choices outside the TIRZ including tax abatement, decisions on downtown boundaries and appropriate uses. Council members spoke regarding the following topics: providing predictability and consistency on incentives; the need for housing in the downtown area; targeting what's inside and outside the TIRZ; use of different elements to shape the future of downtown; developing an abbreviated master plan community; whether the TIRZ encompasses the SEA District; the combination of "by right" and "needs based"; developing timeframes or expirations; doing "needs based" for any project; desire to have hotel/multi-tenant office districts in the TIRZ; a combination of a tax abatement Corpus Christi Page 17 Printed on 2/12/2015 City Council Meeting Minutes February 10, 2015 on city portion and capital improvements to facilitate projects; gap financing; legislation for the convention hotel; and reaching out to San Antonio to discuss the tools the city uses and why. S. LEGISLATIVE UPDATE: T. ADJOURNMENT Mayor Martinez referred to the Legislative Update. Director of Intergovernmental Relations Tom Tagliabue provided a brief update on the City's legislative agenda for the 84th Texas Lesilsative Session. The meeting was adjourned at 7:07 p.m. Corpus Christi Page 18 Printed on 2/12/2015 a. COMMITTEE FOR PERSONS WITH DISABILITIES — Five (5) vacancies with terms to 2-1-17. DUTIES: To carry on a program to encourage, assist and enable persons with disabilities to participate in the social and economic life of the city; to achieve maximum personal independence; to become gainfully employed; and to enjoy fully and use all public and private facilities available within the community. COMPOSITION: Nine (9) residents of the city who shall be appointed by the City Council. The membership of the committee shall be composed of individuals with disabilities and representatives of agencies and organizations functioning within the committee' s area who are interested in the provision of services to persons with disabilities and others who are interested in the abilities and specific needs of persons with disabilities, subject to Council approval. All members shall serve two-year staggered terms. The City's Director of Human Relations, Director of Park and Recreation, and Building Official shall serve as ex -officio non-voting members. The chairperson of the Committee for Persons with Disabilities shall serve as an ex -officio voting member of the Human Relations Commission. ORIGINAL MEMBERS TERM APPTD. DATE *Mary Bustos 2-01-15 4-15-14 *Alana Manrow, Vice -Chair 2-01-15 8-31-10 M. Bertha Romero 2-01-16 2-09-10 *Richard Balli 2-01-15 11-12-13 Mary E. Wambach 2-01-16 9-25-12 David Ramos, Chair 2-01-16 9-25-12 Marshall Burns 2-01-16 5-14-13 *Abel Alonzo 2-01-15 8-20-13 *Diana Ortega-Feerick 2-01-15 8-20-13 Park & Recreation Director Ex -officio Human Relations Director Ex -officio Building Official Ex -officio Legend: *Seeking reappointment **Not seeking reappointment ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation (The Committee for Persons with Disabilities is recommending the reappointments of Mary Bustos, Alana Manrow, Richard Balli, Abel Alonzo and Diana Ortega-Feerick.) ATTENDANCE RECORD OF MEMBERS SEEKING REAPPOINTMENT NO. OF MEETINGS NO. % OF ATTENDANCE NAME THIS TERM PRESENT LAST TERM YEAR Mary Bustos 5 5 100% Alana Manrow 10 8 (2 exc) 80% Richard Balli 10 8 (2 exc) 80% Abel Alonzo 10 6 (1 exc) 60% Diana Ortega-Feerick 10 5 (3 exc) 50% OTHER INDIVIDUALS EXPRESSING INTEREST Karla Dowden 7109 Crapemyrtle Dr., 78414 Sales/Marketing, ServPro. Attended Ivy Tech Community College — Public Relations in Lafayette, Indiana. Formerly board member with Habitat for Humanity, American Red Cross, and Tippecanoe County Apartment Association and member of Chamber of Commerce in Lafayette, Indiana. Community Activities include: Make a Wish Foundation, Muscular Dystrophy Association and Toys for Tots. (2/4/15) Tracy M. Ferezan 3901 MacArthur St, 78416 Dalia Gutierrez 14626C Reagan Dr., 78410 Ernest Herrera 4425 Holly Ridge Dr., 78413 Director of Mission Services, Goodwill Industries of South Texas. Facilitates resume workshops at Three Rivers Federal Correctional Institute. Activities include: Homeless Issues Partnership board member at large, Employment Alliance for People with Disabilities (EAPD), Texas Rehabilitative Assn. Network, and Texas Homeless Network. (7/29/13) Independent Living Specialist, Coastal Bend Center for Independent Living. Received a Bachelor's Degree in Psychology from Texas A&M University in College Station and a Master's Degree from Texas A&M International in Laredo. Taught School at United Independent School District and Marfa Independent School District. Community Activities include: 4H and Catechist Teacher. (4/1/14) Workforce Development Specialist, Workforce Solutions of the Coastal Bend (WFS). WFS rep. for social security and ticket to work programs. Activities include: Employment Alliance for People with Disabilities (EAPD), Nueces County Community Resource Coordination Group -Adult (CRCGA), Homeless Issues Partnership (HIP) Resource Fair, Second Chance and Goodwill Annual Job Fairs. (7/26/13) Linda L. Lindsey 3002 Cedar Springs Rd., 78414 Retired Teacher/Coach. Received a Degree in Physical Education from Texas Tech University and a Master's Degree in Educational Administration from Texas A&M University -Corpus Christi. Graduate Hours in Special Education. Community Activities include: Involvement with Second Baptist Church. (3/31/14) Joseph N. Miller 3342 Casa de Amigos, 78411 Robert T. Trevino 7413 Prairie Dr., 78413 Director of Education and Youth Issues/Interim Director of Community Outreach, Texas A&M University -Corpus Christi. Received a B.A. in Psychology from Southwest Texas State University and Master of Public Administration from Texas A&M University -Corpus Christi. Community Activities include: Regional Selective Service Commission board, Moody Innovation Academy Advisory Board, and Local Emergency Planning Committee. (1/6/15) Supervisor/Directorate of Mfg. /Proc. Production, Corpus Christi Army Depot. Retired Air Traffic Controller, United States Army. Graduate of Incarnate Word Academy. Received a B.S. in Professional Aeronautics from Embry Riddle Aeronautical University. (5/6/14) b. ELECTRICAL ADVISORY BOARD — Ten (10) vacancies with terms to 12-31-15 and 12-31-16 representing the following categories: 2 — master electricians, 1 — journeyman electrician, 1 — registered professional engineer, 1 — electrical engineer, 1 — commercial builder, 1 — home builder, 1 — resident of Corpus Christi not connected with the electrical industry, 1 — field representative from a utility power distribution company and 1 — person in the electrical supply business. (Staff is recommending the postponement of the registered professional engineer category. The City Secretary's Office and the Electrical Advisory Board are diligently working on recruiting applicants for this vacancy. Also, Staff is recommending the postponement of the person in the electrical supply business category. Staff is currently working on amending the code to remove or change the category.) DUTIES: The electrical advisory board shall review grievances filed against any licensed electrical contractor and other grievances filed within the scope of the City Electrical Code, and concur on a proposed alternative material, alternate method of construction, or technical ruling prior to such alternative or ruling becoming effective. Furthermore, the electrical advisory board shall have the power, after having obtained public comment, to recommend to the City Council changes to the City Electrical Code. COMPOSITION: Ten (10) persons appointed by the City Council: two (2) persons with at least five -years active experience as a master electrician; one (1) person with at least five -years active experience as a journeyman electrician; two (2) engineers: one (1) shall be a registered professional engineer in the State of Texas, and one (1) shall have a Bachelor Degree in Electrical Engineering and a minimum of five -years of experience in electrical engineering; one (1) person with five -years of experience in the commercial building industry; one (1) person with five -years of experience in the home building industry; and one (1) member, resident of Corpus Christi, not connected with the electrical industry.; one (1) person who shall be a field representative from a utility power distribution company that services the Corpus Christi area and have had at least five -years of experience; and one (1) person who shall have at least five years of experience in the electrical supply business. All members shall serve two-year staggered terms. Six (6) members of the Board constitute a quorum, and concurring vote of not less than six (6) members is necessary to constitute an official action of the Board. MEMBERS *Kevin L. Martinez (Master Elec.) *Robert Aguilar (Master Elec.) *Alfred J. Tristan (Utility Power Distr.) *Maly Lou Herrera (Not Conn. to Elec. Industry) *Jesse Gatewood (Journeyman Elec.) **Vacant (Reg. Engineer) **Vacant (Commercial Builder) *William Kevin Pitchford (Home Builder) *Steven Deases (Electrical Eng.) **Vacant (Electrical Supply Business) TERM 12-31-13 12-31-14 12-31-14 12-31-14 12-31-14 12-31-13 12-31-13 12-31-14 12-31-14 12-31-14 ORIGINAL APPTD. DATE 3-20-12 2-12-13 2-12-13 2-12-13 1-11-11 1-13-09 1-11-11 Legend: *Seeking reappointment **Vacant ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation ATTENDANCE RECORD OF MEMBERS SEEKING REAPPOINTMENT NO. OF MEETINGS NAME THIS TERM Kevin L. Martinez (Master Elec.) 3 Robert Aguilar (Master Elec.) 3 Alfred J. Tristan (Utility Pwr Dist.) 3 Mary Lou Herrera (Not Connected) 3 Jesse Gatewood (Journeyman Elec.) 3 William K. Pitchford (Home Bld.) 3 Steven Deases (Electrical Eng.) 3 NO. PRESENT 2 3 2 2 3 3 3 OTHER INDIVIDUALS EXPRESSING INTEREST Michael Douglas 14929 Red River Dr., 78410 Mark A. Flores 11413 Up River Rd., 78410 Craig Stephen Loving 1037 Stirman, 78411 % OF ATTENDANCE LAST TERM YEAR 67% 100% 67% 67% 100% 100% 100% General Manager, Barcom Construction, Inc. Formerly Served as President, Vice -President, Treasurer and Trustee of the Association of General Contractors (AGC). Serves as a board member of the Wood River Home Owners Association. (Commercial Builder) (2/2/15) Assistant Business Manager, IBEW 278. Attended the Texas Gulf Coast electrical Joint Apprenticeship Training Program. (Journeyman Electrician) (12/9/14) Assistant Business Manager, International Brotherhood of Electrical Workers: Local Union 278. A.I.E.C.A. Electrical Apprenticeship in Houston, Texas. Has a Texas State Journeyman Electrician License. Formerly Served on the Electrical Advisory Board. Currently Serves on the Electrical Training Alliance Board. (Journeyman Electrician) (1/13/15) Theunis "Tim" Voorkamp 7614 Loire Blvd, 78414 Broker/Managing Partner/Owner, Corpus Christi Excel Properties Inc. /Nueces Tax Relief/TAVCO David Wallace 5309 Williams Dr., 78411 Construction. General Contractor, Commercial Builder and Homebuilder. Retired Merchant Marine Captain, graduate of the U.S. Merchant Marine Academy. Licensed Real Estate Broker, Licensed Property Tax Consultant, and Registered Arbitrator with State of Texas. Activities include: Texas Assn. of Property Tax Professionals, National Association of Realtors, and Texas Real Estate Commission. (Commercial Builder) (Home Builder) (1/28/15) Real Estate Broker/Owner, Selncc, Inc. dba Windward Properties. Received a BA in Photojournalism from Stephen F. Austin University. Licensed Real Estate Broker in Corpus Christi for past 30 years. (1/8/15) (Home Builder) c. LEADERSHIP COMMITTEE FOR SENIOR SERVICES — Nine (9) vacancies with terms to 2-1-16 and 2-1-17 representing the following categories: 2- Direct Service Agencies, 6 — Community Representatives and 1 — Senior Center Participant. DUTIES: To assist the Senior Community Services (SCS) division staff in the development of comprehensive senior citizens program plans; to advise the SCS division staff of the needs for services according to locally conceived priorities; to review and evaluate SCS operations; to increase recognition of volunteers and public awareness of the division by coordinating and planning special events; and to coordinate and plan fund raising activities to benefit SCS division goals. COMPOSITION: Fifteen (15) members representing the following categories: 2- Senior Center participants, 3- Direct service agencies, and 10- Community representatives. Initially, eight (8) members shall be appointed for a term of one-year and seven (7) members shall be appointed to two-year terms. All members shall serve two-year staggered terms. ORIGINAL MEMBERS TERM APPTD. DATE Adelfa M. Martinez (Community) 2-01-16 2-24-09 Esperanza "Hope" Lopez (Senior Ctr.) 2-01-16 2-23-10 *Theresa J. Garcia (Agency) 2-01-15 7-29-14 Ida Alvarado Hobbs (Agency) 2-01-16 7-06-10 *Henry Edward Savoy (Community) 2-01-15 2-08-11 *Willie R. Hardeman, Sr. (Community) 2-01-15 7-26-11 **Juan Carlos Ayala (Agency) 2-01-15 7-29-14 Anita Woolsey (Community) 2-01-16 7-29-14 ***Angela Munselle-Woods (Community) 2-01-16 7-29-14 *Ginger Bryant (Senior Ctr.) 2-01-15 7-29-14 *Maria Elena Flores (Community) 2-01-15 3-19-13 *Robert Irwin (Community) 2-01-15 3-19-13 *Denise S. Villagran (Community) 2-01-15 7-29-14 Araceli V. Cabral (Community) 2-01-16 9-24-13 Val Salinas (Community) 2-01-16 9-24-13 (The Leadership Committee for Senior Services is recommending the reappointments of Theresa J. Garcia (Direct Service Agency), Henry Edward Savoy (Community Rep.), Willie R. Hardeman, Sr. (Community Rep.), Ginger Bryant (Senior Ctr.), Maria Elena Flores (Community Rep.), Robert Irwin (Community Rep.) and Denise S. Villagran (Community Rep.). They are also recommending the new appointments of Gloria Gooding (Direct Service Agency) and Christina Canales (Community Rep.) Legend: *Seeking reappointment **Not seeking reappointment ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation ATTENDANCE RECORD OF MEMBERS SEEKING REAPPOINTMENT NO. OF MEETINGS NO. % OF ATTENDANCE NAME THIS TERM PRESENT LAST TERM YEAR Theresa J. Garcia (Agency) 4 3 75% Henry E. Savoy (Comm.) 9 7 78% Willie R. Hardeman, Sr. (Comm.) 9 7 78% Ginger Bryant (Senior Ctr.) 4 4 100% Maria E. Flores (Comm.) 9 9 100% Robert Irwin (Comm.) 9 9 100% Denise S. Villagran (Comm) 4 3 75% OTHER INDIVIDUALS EXPRESSING INTEREST Christina Canales P.O. Box 61280, 78466 Gloria Gooding 6721 Riding Wind Dr., 78414 Yvonne Solis Recio 1758 Morales, 78416 Benefits Coordinator, Del Mar College. Received BSBA from University of the Incarnate Word. Activities include: Current member of CUPA-HR and Vice President of Texas Association of Chicanos in Higher Education- Del Mar Chapter. Volunteer for Dress for Success Corpus Christi. (Community Rep.) (6/03/14) Business Development Specialist, AAdie Home Health & Psychiatric Services. Studied Journalism & History of Art at North Dakota State University. Founder of the Harvest Moon Ball benefiting "Meals on Wheels". Co -Founder of Memories on Canvas. Community Activities include: Juvenile Diabetes Research Foundation & American Cancer Society. (Direct Service Agency or Community Rep.) (04/22/14) Foster Grandparent Coordinator, Texas Department of Aging and Disability Services. Received a Bachelor's Degree in Psychology from Corpus Christi State University in Corpus Christi, Texas. Community Activities include: Various Ministries with Holy Family Parish. (Direct Service Agency or Community Rep.) (2/6/15) d. MARINA ADVISORY COMMITTEE — Four (4) vacancies with terms to 12-18-16 representing the following categories: 1 — representative of a restaurant located within the boundaries of the marina, 1 — Scientist, i.e. Marine Biologist and 2 — Community at Large. DUTIES: To advise and make recommendations regarding development, use, or preservation of the marina, including the following: (1) assist the City Council in providing for the orderly, planned development and use of the marina; (2) review the annual and capital improvement budgets regarding the improvement and maintenance of the facilities upon the marina; and (3) review and recommend to the City Council the feasibility of development, improvements, maintenance or proposed uses for the marina. 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 a Representative of a Restaurant located within the boundaries of the Marina, and five (5) Community At -Large members. The Chairperson of the Marina 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 William R. McDowell (Engineer) Hal Suter (Environmentalist) Mona Baen ****Monte L. Reitz (Restaurant) Curt Broomfield, Chair Stephen L. Bratten *Sharon Emerson *Robert "Bob" Paulison *Clare Lee (Scientist), Vice -Chair ORIGINAL TERM APPTD. DATE 12-18-15 02-11-14 12-18-15 02-11-14 12-18-15 02-11-14 12-18-14 12-07-10 12-18-15 08-30-11 12-18-15 02-11-14 12-18-14 05-14-13 12-18-14 05-14-13 12-18-14 05-14-13 Legend: *Seeking reappointment **Not seeking reappointment ***Resigned ****Exceeded number of absences allowed by ordinance *****Has met six-year service limitation ATTENDANCE RECORD OF MEMBERS SEEKING REAPPOINTMENT NO. OF MEETINGS THIS TERM 9 9 9 NAME Sharon Emerson Robert "Bob" Paulison Clare Lee (Scientist) NO. PRESENT 6 9 6 % OF ATTENDANCE LAST TERM YEAR 67% 100% 67% OTHER INDIVIDUALS EXPRESSING INTEREST George Brown 3418 Denver #2, 78411 Self -Employed, Instructor/Proctor for ServSafe in Food Services and Food Safety. Attended Del Mar College. Served in the United States Marine Corps. (At Large) (4/24/14) Karla Dowden 7109 Crapemyrtle Dr., 78414 Sales/Marketing, ServPro. Attended Ivy Tech Community College — Public Relations in Lafayette, Indiana. Formerly board member with Habitat for Humanity, American Red Cross, and Tippecanoe County Apartment Association and member of Chamber of Commerce in Lafayette, Indiana. Community Activities include: Make a Wish Foundation, Muscular Dystrophy Association and Toys for Tots. (At Large) (2/4/15) Kevin Karroll Nelson 406 E. Longview St., 78408 Greg Turman 6006 Lago Vista Dr., 78414 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. (Marine Biologist or At Large) (7/29/13) Attorney, Brunkenhoefer/Turman, PLLC. Past Commodore, Corpus Christi Yacht Club. Received B.S. in Criminal Justice from Texas Christian University and J.D. from University of Houston Law Center. Community Activities include: American Board of Trial Advocates (ABOTA), Midget Ocean Racing Fleet (MORF) and South Texas PHRF Committee. (Restaurant or At Large) (1/16/15) AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: TO: Ronald L. Olson, City Manager January 28, 2015 THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 CAPTION: Jerry Shoemaker, P. E., Acting Director of Capital Programs jerrys2@cctexas.com (361) 826-3516 Interlocal Agreement Staples Street Center Street Improvements (Mestina/Artesian Street Project) Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). PURPOSE: The purpose of this Agenda Item is to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority (CCRTA) to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). The City and the CCRTA desire to combine the reconstruction of the streets in order to minimize the inconvenience to bus passengers and motorists and save taxpayer funds. BACKGROUND AND FINDINGS: The CCRTA is developing a new customer service center, administrative offices, and lease space at the intersection of Staples Street and Leopard Street, known as the Staples Street Center. The City plans to reconstruct Staples Street adjacent to the Staples Street Center as part of the City's 2012 Bond Program, Staples Street from Morgan Avenue to IH 37. The CCRTA determined the need to reconstruct Mestina Street between Artesian Street and Staples Streets, and Artesian Street between Leopard Street and Mestina Street, adjacent to and leading up to the Staples Street Center. The City Staff proposes to combine the Mestina/Artesian and Staples Street Reconstruction with the construction of the 2012 Bond Program Staples Street Project. If approved, the project will be developed with two Parts (A & B): • Part A — City Staples Street from Morgan Avenue to IH 37 (Bond 2012) • Part B — RTA Mestina/Artesian Street Part A is fully funded and managed by the City for the design and construction. The design is underway with construction planned to begin the summer of 2015. Part B is fully funded by RTA for the design and construction. Design is also underway through professional services contract by RTA. The City would administer the construction contract and provide the inspection and testing as part of the Staples Street (Part A). The design engineer for both projects is Naismith Engineering Inc. (NEI) and the budgets provided on the attached project budget sheet. The parties acknowledge that the amounts are estimates only, and that the final costs shall be determined upon bids and completion of the project. The CCRTA agrees to reimburse the City for the costs of construction under the construction contract after the CCRTA's CEO has reviewed the final bids and approved the final construction contract between the City and selected contractor. The City shall invoice CCRTA monthly for costs incurred on the Mestina/Artesian Street Project. The CCRTA will pay the City within 30 -days from the date of receipt of the City's invoice. The CCRTA agrees to provide the plans and specifications for the Mestina/Artesian Project to be completed in sufficient time to allow the City to bid the project and commence construction by June 1, 2015. The City agrees, subject to the CCRTA's completion of the plans and specifications, to bid the project so that construction may be commenced by such date. The parties agree that the construction of the Mestina/Artesian Project along with that portion of the Staples Street Project between Leopard Street and Lipan Street shall be completed by December 31, 2015, in order to minimize traffic delays for the bus passengers and motorists. ALTERNATIVES: 1. Execute the Interlocal Agreement with CCRTA (recommended). 2. Do not execute the Interlocal Agreement with CCRTA (not recommended). CONFORMITY TO CITY POLICY: The Interlocal Agreement is authorized by Chapter 791 of the Government Code and conforms to the City's policies and charter requirements for contracts. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable RECOMMENDATION: City staff recommends passage of the Resolution to enter into the Interlocal Agreement. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Interlocal Agreement Resolution Presentation Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construct the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute an Interlocal Agreement with the Corpus Christi Regional Transportation Authority to construction the Mestina/Artesian Street Project in conjunction with the City's project, Staples Street from Morgan Avenue to IH 37 (Bond 2012). SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E12096 SOUTH STAPLES FROM MORGAN TO IH 37 BOND ISSUE 2012\RTA INTERLOCAL AGREEMENT 2015- 02-15\RESOLUTION STAPLES STREET CENTER STREET IMPS.DOCX Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E12096 SOUTH STAPLES FROM MORGAN TO IH 37 BOND ISSUE 2012\RTA INTERLOCAL AGREEMENT 2015- 02-15\RESOLUTION STAPLES STREET CENTER STREET IMPS.DOCX PROJECT BUDGET Combined City of Corpus Christi and C. C. Regional Transportation Authority FUNDS AVAILABLE: Bond2012................................................................................. WaterCIP................................................ WastewaterCI P........................................................................... StormWater CIP............................................................... GasCIP..................................................................................... PROJECT TOTAL........................................................................ FUNDS REQUIRED: Construction City (preliminary estimate).......................................... Contingency............ Consultant Fees: Consultant (Naismith Engineering).................................................. Geotechnical Study and Testing City (TBD)....................................... Reimbursements: Contract Administration (Contract Preparation/Award/Admin)............... Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services)....... Misc. (Printing, Advertising, etc.)..................................................... TOTAL ESTIMATED PROJECT BUDGET BALANCE Part A (City -funded) Bond 2012 Staples Street Part B (CCRTA-funded) Mestina Artesian Total $5,300,000.00 $0.00 $5,300,000.00 344,000.00 0.00 344,000.00 1,953,000.00 0.00 1,953,000.00 2,136,000.00 0.00 2,136,000.00 86,000.00 0.00 86,000.00 0.00 837,017.00 837,017.00 $9,819,000.00 $837,017.00 $10,656,017.00 $7,100,000.00 $671,036.00 $7,771,036.00 710,000.00 100,000.00 810,000.00 837,162.50 55,993.00 893,155.50 188,000.00 9,988.00 197,988.00 141,000.00 0.00 141,000.00 746,000.00 0.00 746,000.00 47,000.00 0.00 47,000.00 47,000.00 0.00 47,000.00 $9,816,162.50 $837,017.00 $10,653,179.50 $2,837.50 $0.00 $2,837.50 NUECLS COUNTY COURTHO Mestina/ Artesian Street Project CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1OF1 INTERLOCAL AGREEMENT (Staples Street Center Street Improvements) This Interlocal Agreement is made between Regional Transportation Authority in Corpus Christi, Texas ("RTA"), a metropolitan transit authority operating under Chapter 451 of the Texas Transportation Code, and the City of Corpus Christi, Texas, ("City"), a municipal corporation and home -rule city, acting by and through its governing body, the City Council. WHEREAS, the RTA is developing a new customer service center, administrative offices, and lease space at the intersection of Staples Street and Leopard Street in Corpus Christi (the "Staples Street Center"); WHEREAS, the City is planning to reconstruct the blocks of Staples Street adjacent to and leading up to the Staples Street Center approved as part of the 2012 Bond Program (the "Staples Street Project"), and the RTA has determined a need to reconstruct Mestina Street, between Artesian and Staples Streets, and Artesian Street, between Leopard and Mestina Streets) adjacent to and leading up to the Staples Street Center (the "Mestina/Artesian Project"); and • WHEREAS, the City and the RTA desire to cooperate in the reconstruction of such streets in order to minimize the inconvenience to bus passengers and motorists and save taxpayer funds; NOW, THEREFORE, BE IT AGREED BY THE REGIONAL TRANSPORTATION AUTHORITY AND THE CITY OF CORPUS CHRISTI, TEXAS: 1. Mestina/Artesian Street Project. The City agrees to construct the Mestina/Artesian Street Project in conjunction with its construction of the Staples Street Project. The estimated construction cost for the Project is $648,036, plus a $23,000 betterment fund, with a contingency of $100,000. The RTA agrees to hire and pay for the cost of the design consultants estimated in the amount of $55,993 and testing fees estimated in the amount of $9,988. The City agrees to bid the Mestina/Artesian Project and oversee construction and perform inspection services. All costs of such construction, except for the inspection services fee, shall be paid by the RTA. The parties acknowledge that the above amounts are estimates only, and that the final costs shall be determined upon completion of the Project. 2. Reimbursement of Construction Costs. RTA agrees to reimburse the City for the costs of construction under the construction contract after the RTA's CEO has reviewed the final bids and approved the final construction contract between the City and the selected contractor. City shall invoice RTA monthly for costs incurred on the Mestina/Artesian Street Project. RTA will pay City within 30 days from the date of receipt of City's invoice. 3. RTA Response Required. RTA acknowledges that the City will be overseeing construction of the Project. RTA agrees to adhere to the decisions of the City Inspector on the Project. RTA will respond within three (3) days to all requests or inquiries from the City. 4. Timing of Construction. The RTA agrees to cause the plans and specifications for the Mestina/Artesian Project to be completed in sufficient time to allow the City to bid the Project and commence construction by June 1, 2015. The City agrees, subject to the RTA's completion of the plans and specifications, to bid the Project so that construction may be commenced by such date. The parties agree that the construction of the Mestina/Artesian Project along with that portion of the Staples Street Project between Leopard Street and Lipan Street shall be completed by December 31, 2015, in order to minimize traffic delays for bus passengers and motorists. 5. Term of Agreement. This Agreement shall be for an initial term of one year with all construction to be completed by December 31, 2015. 6. Coordination With Area Construction. The parties acknowledge that the RTA shall have its Staples Street Center construction project underway, and the City shall have its Staples Street roadway improvements construction underway at the same time as construction of this Project. The parties agree to cooperate in the coordination of their respective contractors and projects in order to minimize delays and interference with their respective projects. 7. Disadvantaged Business Enterprises. The City agrees to include such provisions in its construction documents as are reasonably required in order to promote the use of disadvantaged business enterprises in connection with the construction of the Project and comply with Title VI of the Civil Rights Act. 8. Payments. Any payment made by either the City or the RTA for any of the services provided pursuant to this Agreement shall be made out of current revenues available to such parties as required by the Inter -local Cooperation Act. All funding obligations of the RTA and the City under this Agreement are subject to the appropriation of funds by each entity in its annual budget. 9. Notices. Notices under this Agreement shall be addressed to the parties as indicated below, or changed by written notice to such effect, and shall be effected when delivered or when deposited in the U.S. Mail, post pre -paid, certified mail, return receipt requested. RTA: CEO Regional Transportation Authority 5658 Bear Lane Corpus Christi, Texas 78405 CITY: City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Attn: City Manager 10. Performance. This Agreement shall be performed in Nueces County, Texas, and shall be interpreted according to the laws of the State of Texas. 11. Severability CIause. If any portion of this Agreement or the application thereof to any person or circumstance shall be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall continue to be enforceable in accordance with its terms. 12. Assignment. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. This Agreement may not be assigned by any party without the written consent of all of the other parties. 13. Entire Agreement. This Agreement represents the entire agreement between the parties and may not be modified by any oral agreements or understandings. Any amendments must be made in writing and signed by all parties. 14. Inter -local Cooperation Act. This Agreement is subject to the terms and provisions of the Texas Inter -local Cooperation Act, codified as Chapter 791 of the Texas Local Government Code. Further, each party represents that this agreement has been duly passed and approved by its governing body, as required by the Act. Executed this day of January, 2015. CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY CITY OF CORPUS CHRISTI By: Ronald L. Olson, City Manager ATTEST: Rebecca Huerta, City Secretary APPROVED AS TO LEGAL FORM: This day of February, 2015. City Attorney C:\Users\smontez\AppDatalLocallMicrosoft\Windows\Temporary Internet FileslContent.outlookUQJJF16A114 Staples St Center Streets 0121- 15.docx 3 col) Corpus Chr sti Capital Programs CCRTA Interlocal Agreement Staples Street Center Street Improvements Council Presentation February 10, 2015 Project Scope tA Corpus Chr sti Capital Programs CCRTA is developing the Staples Street Center at the intersection of Staples Street and Leopard Street. City plans to reconstruct Staples Street adjacent to the Staples Street Center as part of the City's 2012 Bond Program. This Interlocal Agreement will allow the construction of the Mestina/ Artesian Street Project and Staples Street Project from Morgan Avenue to IH 37 (Bond 2012) to be constructed together as one project. Project Budget Corpus Chr sti Capital Programs Combined City of Corpus Christi and C. C. Regional Transportation Authority FUNDS AVAILABLE: Bond 2012 Water C IP Wastewater CIP Storm Water CIP Gas CIP CCRTA PROJECT TOTAL FUNDS REQUIRED: Construction City (preliminary estimate) Contingency Consultant Fees: Consultant (Naismith Engineering) Geotechnical Study and Testing City (TBD) Reimbursements: Contract Administration (Contract Preparation/Award/Ad min) Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services) Finance Misc. (Printing, Advertising, etc.) TOTAL ESTIMATED PROJECT BUDGET BALANCE Part A (City -funded) Bond 2012 Staples Street Part B (CCRTA-funded) Mestina Artesian Total $5,300,000.00 344,000.00 1,953,000.00 2,136,000.00 86,000.00 0.00 $0.00 0.00 0.00 0.00 0.00 837,017.00 $5,300,000.00 344,000.00 1,953,000.00 2,136,000.00 86,000.00 837,017.00 $9,819,000.00 $7,100,000.00 710,000.00 837,162.50 188,000.00 141,000.00 746,000.00 47,000.00 47,000.00 $837,017.00 $671,036.00 100,000.00 55,993.00 9,988.00 0.00 0.00 0.00 0.00 $10,656,017.00 $7,771,036.00 810,000.00 893,155.50 197,988.00 141,000.00 746,000.00 47,000.00 47,000.00 $9,816,162.50 $2,837.50 $837,017.00 $0.00 $10,653,179.50 $2,837.50 AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: February 4, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 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 Approval of Master Agreements Job Order Contracting (JOC) for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities CAPTION: Motion authorizing the City Manager or designee to execute a Master Agreement for Job Order Contracting (JOC) for a two-year term with option to renew administratively for up to three one-year periods, with no guaranteed minimum and a maximum aggregate of $2,000,000.00 in any one year; authorizing the City Manager or designee to execute all Job Order Contracts thereunder not exceeding $500,000.00 with the following: • Alpha Building Corporation • Cruz Maintenance & Construction, Inc. • Haeber Roofing Company • JE Construction Services PURPOSE: The purpose of this Agenda Item is to obtain authority to award and execute four (4) Job Order Contract Master Agreements for minor construction services and repair of city facilities on an as -needed basis. BACKGROUND AND FINDINGS: On October 8, 2014 the Department of Capital Programs issued a Request for Proposals (RFP) No. 2014- 07 City of Corpus Christi Job Order Contracting (JOC) for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities. The RFP was posted online at www.publicpurchase.com. The Department of Capital Programs coordinated all activities. The following seven (7) respondents submitted Proposals: 1. AJ Commercial Services, Inc. 2. Alpha Building Corporation 3. Cruz Maintenance & Construction, Inc. 4. Discount A/C & Heating 5. Gomez General Construction, LLC 6. Haeber Roofing Company 7. JE Construction Services Four (4) of the respondent's proposals were deemed administratively complete and reviewed by the Selection Committee: 1. Alpha Building Corporation 2. Cruz Maintenance & Construction, Inc. 3. Haeber Roofing Company 4. JE Construction Services Three (3) of the respondent's proposals were administratively incomplete for material omissions, and deemed as nonresponsive: 1. AJ Commercial Services, Inc. 2. Discount A/C & Heating 3. Gomez General Construction, LLC. The Selection Committee evaluated each proposal based on the following criteria: 1. Experience, Background, Qualifications (40%) 2. Proposal Plan (20%) 3. Price (proposed coefficients) (20%) 4. Local Business/Historically Underutilized Enterprise Participation Program (20%) The panel selected Alpha Building Corporation, Cruz Maintenance & Construction, Inc., Haeber Roofing Company, and JE Construction Services as the most highly qualified contractors with proposals that offered the best value to the City. Comments: Award of the four (4) proposed Job Order Contracting Master Agreements as proposed will allow the City to employ this alternative delivery method with either contractor of maximum efficiency. Benefits include: ➢ A better defined scope with cost for the customer. ➢ A more cost efficient and timely delivery of routine work. ➢ As each delivery order is a stand-alone contract, awarding a contractor future jobs can be based on the contractor's performance during the previous job. ➢ Change Orders are minimized. ALTERNATIVES: 1. Award a JOC Master Agreement to neither Alpha Building Corporation nor Cruz Maintenance & Construction, Inc. nor Haeber Roofing Company nor JE Construction Services. 2. Award a JOC Master Agreement to Alpha Building Corporation only. 3. Award a JOC Master Agreement to Cruz Maintenance & Construction, Inc. only. 4. Award a JOC Master Agreement to Haeber Roofing Company only. 5. Award a JOC Master Agreement to JE Construction Services only. OTHER CONSIDERATIONS: The JOC Program is a solution — a method for dealing with a certain volume of recurrent facilities work that demands rapid project deployment. The process and workflow of the JOC Program should be permitted to meet that demand. Acknowledging this, the Texas Legislature amended the Government Code to provide that, for Job Order Contracts, the governing body of governmental entity shall approve each job, task, or purchase order that exceeds $500,000. Tex. Gov't Code Sec. 2269.403(c). By approval of these JOC Master Agreements, Council is approving the job orders to be issued under them that do not exceed $500,000, based on the set coefficients and unit prices, for no guaranteed minimum, and for a maximum aggregate amount of $2,000,000 in any one year. For any job that will exceed $500,000, that "job order contract" will be brought to you for your consideration and approval. The approval recommended by staff is provided for under our Government Code and will allow the JOC Program to function without interjecting further administrative requirements that would defeat its very purpose. CONFORMITY TO CITY POLICY: Conforms to city policy relating to RFP's and competitive sealed proposals, Chapter 2269 of the Texas Government Code relating to Job Order Contracts, and Section 2, Article X, City Charter related to contracts. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable RECOMMENDATION: City staff recommends a JOC Master Agreement be awarded to Alpha Building Corporation, Cruz Maintenance & Construction, Inc., Haeber Roofing Company, and JE Construction Services, for a two- year term with option to renew administratively for up to three one-year periods, with no guaranteed minimum and a maximum aggregate of $2,000,000.00 in any one year; authorizing the City Manager or designee to execute all Job Order Contracts thereunder not exceeding $500,000.00. LIST OF SUPPORTING DOCUMENTS: Master Agreement - Alpha Building Corporation Master Agreement - Cruz Maintenance & Construction, Inc. Master Agreement - Haeber Roofing Company Master Agreement - JE Construction Services JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and Alpha Building Corporation, a Corporation termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 — Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task" or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract MasterAgreement/(the "JOC Master Agreement" or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1 of 12 Rev. Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan, etc. d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev. Jun -201D e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (10) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev. Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev. Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6 of 12 Rev. Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. Indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev Jun -2010 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mail addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanas, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: Title: Address: _ Tel: (A 0 Fax 0 447 7) 7 Page 8 of 12 Rev. Jun -2010 to 26. TABLE RE DIVISION 01 DIVISION 01 Page 9 of 12 Rev. Jun -2010 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 11 31.20 01 11 31.50 01 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 1 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 _ SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 3213.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33.50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev. Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LE AS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5613 TEMPORARY AIR BARRIERS 01 56 13.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 58 13 TEMPORARY PROJECT SIGNGAGE 01 58 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev. Jun -2010 01 7413 PROGRESS CLEANING 01 7413.20 I ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING 01 91 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK Contract Contact/Project Manager. for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tet 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: • i vi Title: Address:',.5"D ,t r)_ Tel: cWO — 9t Fax: / --469J - 7 / 7 ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire RFP Attachment A Contractor's Completed and Signed Disclosure of interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D Contractor's Completed Pricing Schedule Form RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 INDEMNIFICATION REQUIREMENTS RFP Attachment G Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment 1 WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K SPECIAL PROVISIONS RFP Attachment L GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attorney ATT - If Co tion) (5 al Below) (Note: if Person signing far corporation is not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR Alpha Building Corporation By. Title: - (moi i�E� 24850 Blanco Road San Antonio, TX 78260 (210) 491-9925 Office (210) 491-9932 Fax Page 12 of 12 Rev. Jun -2010 Job Order Contracting [JOC) for the Minor Construction, Repair Rehabilitation, and Alteration of Facilities Attachments A through M Available Upon Request JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and Cruz Maintenance & Construction, Inc., a Corporation termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 — Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the "Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task" or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract MasterAgreement/(the `JOC Master Agreement" or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1 of 12 Rev. Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan, etc. d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev Jun -2010 e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (10) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6of12 Rev. Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev. Jun -2010 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mall addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanes, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: 642i,72. Title: Address: t i „wag. Coocrtzucric o Page 8 of 12 Rev. Jun -2010 26. TABLE RE DIVISION 01 DIVISION 01 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 01 01 11 31.20 11 31.50 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 32 13.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33.50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LEAS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5613 TEMPORARY AIR BARRIERS 01 5613.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 58 13 TEMPORARY PROJECT SIGNGAGE 01 5813.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev. Jun -2010 01 7413 PROGRESS CLEANING 01 7413.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING Contractor's Completed and Signed Disclosure of Interest Form 01 91 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK Contract Contact/Project Manager. for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St, Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: iki bo pVlCl. STILuLT1pti1. We. Address: 0 vtief441141441S‘ 6.47L41%tenekv40.8.1%)( Title: ggttop It40131: Tel: Fax: ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire ` RFP Attachment A Contractor's Completed and Signed Disclosure of Interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D Contractor's Completed Pricing Schedule Form -RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 INDEMNIFICATION REQUIREMENTS RFP Attachment G ' Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment I WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K , SPECIAL PROVISIONS RFP Attachment L GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attorney ATTEST: (if Corporation) (Note: If Person signing for corporation 1s not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR Cruz Maintenance & Construction, Inc. sy .(-441ErtNrg-Tl-c3L Title: - r' 3041 Cabaniss Road Corpus Christi, TX 78415 (361) 851-2002 Office (361) 851-2003 Fax Page 12of12 Rev. Jun -2010 Job Order Contracting (JOC) for the Minor Construction. Repair, Rehabilitation. and Alteration of Facilities Attachments A through M Available Upon Request JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and Haeber Roofing Company, a Company termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 —Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task„ or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract Master Agreement/ (the "JOC Master Agreement" or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1of12 Rev Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan. etc: d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev Jun -2010 e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (10) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev. Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6of12 Rev Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. Indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev. Jun -201D 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mail addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanes, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for anv auestions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam©cctexas.com CONTRACT*;: r 1 Title: Presi ent Address: 2833 Holly :,,ad Corpus Christi, TS 78415 Tel: 361-851-8142 Fax: 361-851-8062 Page 8 of 12 Rev. Jun -2010 26. TABLE RE DIVISION 01 DIVISION 01 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 11 31.20 01 11 31.50 01 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 3213.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33,50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev. Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LE AS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23/5 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 13 TEMPORARY AIR BARRIERS 01 5613.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5813 TEMPORARY PROJECT SIGNGAGE 01 58 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev. Jun -2010 01 7413 PROGRESS CLEANING 01 7413.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING RFP Attachment B 01 91 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK Contract Contact/Project Manager. for anv questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRA 'T• - Name: Title: President Address: 2833 Holly Shad Cornus Christi, TS 78415 Tel: 361-851-8142 Fax: 361-851-8062 ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire RFP Attachment A Contractor's Completed and Signed Disclosure of Interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment 0 Contractor's Completed Pricing Schedule Form RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 INDEMNIFICATION REQUIREMENTS RFP Attachment G Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment I WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K SPECIAL PROVISIONS RFP Attachment L GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attomey A EST: (If Corporation) eal Below) (Note: if Person signing for corporation Is not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR Haeber - ' ng Company By: SJ=ron Budge Title: President 2833 Holly Road Corpus Christi, TX 78415 (361) 851-8142 Office (361) 851-8062 Fax Page 12 of 12 Rev. Jun -201D Job Order Contracting (JOC) for the Minor Construction, Repair Rehabilitation, and Alteration of Facilities Attachments A through M Available Upon Request JOB ORDER CONTRACT MASTER AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into this the day of , 2015, by and between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation located in the County of Nueces, State of Texas, acting through its duly authorized City Manager or designee, termed in the Contract Documents as "City," and JE Construction Services, a Company termed in the Contract Documents as "Contractor," upon these terms, performable in Nueces County, Texas: WHEREAS, the City's Department of Engineering Services issued a Request For Proposals (RFP) No. 2014-07 -- Agreement for Job Order Contracting (JOC), for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities (the "RFP") to provide Job Order Contracting Services on an on-call or as -needed basis, through individually priced job orders or job order contracts (Job Orders or JOCs) for the maintenance, repair, alteration, renovation, remediation, or construction of facilities; and WHEREAS, Contractor submitted a proposal in response to the RFP (the "Proposal") and was selected for recommendation for award; and WHEREAS, the Corpus Christi City Council authorized award of this JOC Master Agreement (the "Agreement") to Contractor on day of , 2015; and WHEREAS, the parties desire to enter into a Job Order Contract Master Agreement to set the terms and conditions the parties must follow, NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Terms. a. Agreement. This Agreement consists of the Contract Documents, the RFP No. 2014-07, Contractor's Proposal submitted in response to RFP No. 2014-07, and this Job Order Contract Master Agreement, including all attachments and exhibits (collectively, the "Agreement"), which provides terms and conditions with which the parties agree to comply for any "Job Order Task" or "Job Order Contract" (JOC) executed between the parties under the Department of Engineering's JOC Program. b. Job Order Contract Master Agreement/(the "JOC MasterAgreement' or the "Agreement") refers to this Agreement, a competitively awarded master agreement with an undefined Statement of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as needed basis, through individually priced job orders or job order contracts (JOC). The JOC Master Agreement may support a broad assortment of facilities construction work. In this Page 1 of 12 Rev. Jun -2010 Agreement, the JOC Master Agreement may also be referred to as the Agreement for Job Order Contracting, the JOC Agreement, or the Agreement. c. Job Order or Job Order Contract (JOC) as referred to in this Agreement is an individually priced job or task order, based on the Contractor's previously proposed coefficient(s) and a definitive SOW. Individual job orders are firm fixed price upon issuance. The term "job order" or "job order contract" refers to an individually priced job order based on pre -established unit prices applied to estimated quantities for a fixed lump sum price or a unit price order based on the quantities and line items delivered. In this Agreement, Job Order Contract (JOC) may also be referred to as Job Order, Job Order Task, or Task Order. d. Contract Documents. The Contract Documents for each JOC will include this Agreement, the bid proposal and instructions, the General and Special Provisions and Requirements for Municipal Construction Contracts of the City of Corpus Christi, plans and specifications, including all maps, plats, blueprints, and other drawings, any Performance and Payment bonds, addenda, the Contractor's Proposal to RFP No. 2014-07, the JOC Master Agreement, and related documents which shall be made a part of each JOC, all of which will constitute the contract for each project or JOC. 2. General Scope of JOC. a. The City has awarded or will award one or more JOC Master Agreements or JOC Agreements. The type of work to be supported is for the maintenance, repair, alteration, renovation, remediation, or construction of facilities. The work is of a recurring nature but the delivery times are quantities are indefinite. b. JOCs apply to facilities work. The JOC Master Agreement and any individual JOC applies only to a facility that is a building, or a structure or land, whether improved or unimproved, that is associated with a building. The JOC does not apply to a highway, road, street, bridge, utility, wharf, dock, airport runway or taxiway, drainage, or related type of project associated with civil engineering construction. The City currently owns approximately 1200 properties that require a variety of minor construction, repair, rehabilitation, or alteration services, including but not limited to services for construction in three (3) areas: general mechanical/electrical/plumbing (MEP); and roofing. c. Minor construction may include new office construction (as well as demolition) to completing a new floor plan, etc. d. Repair is defined as work that involves the reparation of a broken system, component, or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock, and/or air conditioning systems, etc. Page 2 of 12 Rev Jun -2010 e. Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system in order to restore functionality. Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 3. Scope and Duty of Contractor. a. For each JOC, the Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and workmanlike manner for the prices and conditions set out in the Contractor's bid proposal and as provided under the JOC. b. Contractor shall supply at its expense such materials, services, labor and insurance as required by the Contract Documents, including overseeing the entire job. c. Contractor shall be responsible for providing all labor, material, tools, instruments, supplies, equipment, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals, and quality control necessary to complete work for the minor construction, repair, rehabilitation and alteration of city facilities. 4. Time Limit for Bid Proposals Requested. There will be limited time from the time the City first contacts the Contractor and "assigns" the project to the time the City issues an authorization to begin work. The Contractor shall submit its Proposal as soon as possible, but not later than ten (1 0) calendar days after the City's request for that the Contractor investigate, plan, and submit an estimate and schedule (a proposal) for a given job order. Failure to comply with the Time Limit for Bid Proposals Requested is a breach of contract, under both this Agreement and under each JOC executed pursuant to the this Agreement. 5. Contractual unit prices. The City establishes contractual unit prices for job order contracts by specifying the R.S. Means Cost Data Books and certain applicable divisions or line items listed and more fully described in Section III.A of the RFP. 6. Coefficients or multipliers. The Contractor's proposed two (2) coefficients or multipliers are to be applied to the price book or prepriced work items as the price proposal. Coefficients or multipliers are more fully described in Section III.A of the RFP. 7. Compensation to Contractor. City shall pay Contractor in current funds for performance of each Job Order Contract in accordance with both this Agreement and the JOC, as the work progresses. 8. Maximum aggregate price. The maximum aggregate price for work over any one year of this Agreement's term is two million dollars. Page 3 of 12 Rev. Jun -2010 9. No guaranteed minimum. This JOC Master Agreement provides for no guaranteed minimum amount of job orders, no amount of work, and no dollar amount. Term. The Term of this Agreement is for a base term of two (2) years with the option to renew annually on an administrative basis for not more than three (3) additional years. The City Manager or designee (Director of Engineering Services) shall have the option to renew the agreement annually for not more than three additional years. The option to renew will be exercised administratively. 10. Performance and payment bonds required. The Contractor shall provide performance and payment bonds (1) if required by law, based on the amount or estimated amount of any job order; or (2) if otherwise required by the City regardless of the estimated amount of a job order. At a minimum, the JOC Contractor will be required to provide a payment bond on all job orders that exceed $25,000 and a performance bond on all job orders that exceed $100,000. 11. JOC Specific Requirements. a. With the exception of emergencies, any work required by the City shall be ordered through the issuance of a formal written Job Order Contract or JOC containing the approved Job Order Proposal along with a City Issued Purchase Order. b. Job Order Proposals are to be submitted to the City at no additional cost. The RFP resulted in multiple awards for multiple JOC Agreements, and the City may elect, at its own discretion, to solicit JOC Proposals from one or more of the awarded JOC Contractors depending upon the estimated value and/or complexity of the proposed project. Determination to solicit multiple proposals or from only one awarded JOC Contractor shall be on a case by case basis, as deemed in the best interest of the City. c. Upon review of the Job Order Proposal(s), the City shall have the right to reject all proposals, cancel a proposed project or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the awarded contractors for the preparation and submission of a Job Order Proposal regardless of project outcome. d. In the event that design services, construction drawings and/or plans are required, the City shall obtain these services from city resources or from a third - party consultant. The Contractor will not be permitted to contract with or hire consultants. e. The Unit Price Book(s) shall serve as a basis for establishing the value of work to be performed. The Contractor's Job Order Proposal shall be submitted to the City as negotiated under this JOC Master Agreement, as submitted in accordance with the Contractor's Proposal, Exhibit E. Page 4 of 12 Rev. Jun -2010 12. Scheduling of Work a. The first day of performance shall be the effective date specified in the Job Order Contract. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Purchase order shall be at the Contractor's risk and expense. b. The Contractor shall meticulously prosecute the Work to completion with the time set forth in the Job Order. c. The period of performance shall include allowance for mobilization; holidays; weekend days; inclement weather; cleanup and project acceptance procedures. d. When the Contractor considers the Work to be complete and ready for its intended use, the Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The contractor shall proceed promptly to complete or correct items listed. e. Contractor shall endure that the purchase, delivery and storage of materials and equipment shall be made without interference to the City operations and personnel. f. The Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. In the event that said items cannot be replaced within its original location, the City shall designate alternate locations(s) for placement. g. The Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private of public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. The Contractor shall also be responsible for providing all necessary traffic control, to include but not limited to street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods must be submitted to the City for approval prior to the commencement of work. h. The Contractor shall be responsible for obtaining all required permits applicable to performance under any single order placed against this contract. The City shall be responsible for the cost of any and all City permits. i. The Contractor shall allow authorized City personnel to inspect and audit any books, documents, papers, data and records relating to performance throughout the term of said JOC Agreement. The City reserves the right to audit and/or examine such records at any time during the progress of this Agreement and shall withhold payment if such documentation is found by the City to be incomplete or erroneous. Page 5 of 12 Rev. Jun -2010 13. Contractor's Project General Manager. The Contractor's Project General Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, roofing and plumbing. 14. Safety Plan. The Contractor may be required to submit to the City for approval, a Safety Plan within fifteen (15) calendar days after Award of Agreement. Said plan must address all aspects of the Contractor's safety procedures including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. 15. Warranty of Construction. The Contractor shall warrant that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by the contractor of any of its subcontractors or suppliers at any tier. All work provided by the Contractor shall be warranted for a minimum period of one (1) year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Statement of Work. 16. Training. Upon execution of this Agreement, the Contractor shall make arrangements and provisions to conduct a minimum of two (2) training classes for City staff to include but not limited to the JOC Process, explanation and use of the specific R.S. Means Cost Data Book, Cost Index, and the Unit Price Book, at no additional cost to the City. 17. "Green Building" Program." In an effort to conserve resources as well as preserve our environment, the City is in the process of developing a program to support a "Green Building" policy for all new city -owned and funded facilities. A "green building", also known as a high performance building, shall include a structure or facility that is designed, build, renovated, and operated in a resource -efficient and healthful manner. Green buildings are designed to meet certain objectives such as: conserve energy and water, use renewable, recyclable or reclaimed materials, protect occupant health, optimize use of local and regional resources, and reduce the overall impact of that new structure to the environment. The program initiatives for a "Green Building" policy may include the following: a. All new buildings and major renovations constructed by the City of Corpus Christi or its contractors and funded directly by the City of Corpus Christi shall be designed and constructed with economical and technically feasible green building components. b. The City of Corpus Christi shall focus this green building policy in an effort to meet the requirements of the Texas Emissions Reduction Plan, specifically Chapter 388. Section 388.005 of the Texas Health and Safety Code, which states that certain political subdivisions should: (a) implement all cost effective "energy efficiency measures" in order to reduce electric consumption by the existing facilities, (b) establish a goal to reduce electric consumption by its facilities of five (5%) percent each year for five years, and (c) annually report to State Energy Conservation Office (SECO) its efforts and progress in reduction of electricity. Page 6 of 12 Rev. Jun -2010 c. City staff will develop a green building program for the city facilities targeted in this policy. This green building program will describe the standards of the green building components, including standards for energy efficiency, renew -able materials, water conservation, air flow, and site location. This program shall also describe the target buildings, exemptions, and methods to achieve the goals of this policy. The development of this plan will include an evaluation of the AIA "2020 Challenge," the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEED), and the Environmental Protection Agency's Energy Star Program. Feasible components of these programs will be incorporated into this plan. A review of the accomplishments made under this plan shall be reported to City Council annually. d. All maintenance practices performed by the City of Corpus Christi shall incorporate energy efficiency and green building practices, as reasonably possible. 18. Worker's Compensation Coverage. Texas law requires that contractors, subcontractors and others must be covered under Worker's Compensation insurance, authorized self-insurance or a worker's compensation coverage agreement. Throughout this Agreement such coverage must be provided. Contractor shall comply with the Insurance Requirements for Worker's Compensation Coverage as described and shown in the Notice to Contractors Attachment J. 19. Insurance. Contractor shall comply with the Insurance Requirements as described and shown in Attachment F. 20. Indemnification. Contractor shall fully indemnify and save harmless the City of Corpus Christi, its officers, agents and employees, as required in Attachment G. 21. Independent Contractor. Contractor, it and all persons designated by it to provide services in connection with this Agreement or any JOC executed pursuant to this Agreement is, (are) and shall be deemed to be independent contractor(s), responsible for its (their) respective acts or omissions, and that City shall in no way be responsible for Contractor's actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that is has such authority. 22. Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and venue of any litigation hereunder shall be in a court of competent jurisdiction sitting in Nueces County, Texas. 23. Survivability. The unenforceability, invalidity or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid or illegal, but the parties shall negotiate as to the effect of said unenforceability, invalidity or illegality on the rights and obligations of the parties. Page 7 of 12 Rev Jun -2010 24. Captions. The captions, titles and headings in this Agreement are merely for the convenience of the parties and shall neither iimlt nor amplify the provisions of the Agreement itself. 25. Notices to be given by either party to the other relative to this Agreement shall be in writing. Both parties agree that any such notice shall be effective when personally delivered or deposited, postage paid, in the U.S. Mail addressed by certified mail, retum receipt request, as follows: CITY: for legal notices send to: City of Corpus Christi Veronica Ocanas, Assistant City Attorney City Attorney's Office P.O. Box 9277 Corpus Christi, TX 78469-9277 Tel: 361-826-3375 Fax: 361-826-3239 for any questions regarding the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Tel: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: 60_1~7 p /c77E Title: VA Address: //3D9 Lccn,rn,a Sr. unr�? E Conpws Ci,z,s,-7, rg 78 o Te!: (3& 933-c5O/ 6,1 && 1 Asa - if za z Page 8 of 12 Rev. Jun -2010 26. TABLE RE DIVISION 01 DIVISION 01 Page 9 of 12 Rev. Jun -2010 01 11 31 Professional Consultants 01 11 31.10 01 11 31.30 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK IF PERMITTED BY LAW 01 11 31.20 01 11 31.50 01 11 31.75 NOT AUTHORIZED 02 21 16 CONTINGENCY ALLOWANCE 01 21 16.50 NOT AUTHORIZED 01 21 55 JOB CONDITION ALLOWANCE 01 21 55.50 NOT AUTHORIZED 02 21 57 OVERTIME ALLOWANCE 01 21 57.50 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 21 61 COST INDEX 01 21 61.10 01 21 61.30 01 21 61.50 AVERAGE 01 21 63 TAXES 01 21 63.10 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13 PROJECT COORDINATION 01 31 13.20 01 31.13.30 01 31.13.40 01 31 13.60 01 31 13.80 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 31 13.50 NO AUTHORIZATION 01 31 13.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 3213 SCHEDULING OF WORK 01 3213.50 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 32 33 PHOTOGRAPHIC DOCUMENTATION 01 32 33.50 ROUTINE DOCUMENTATION FOR CONTRACTORS RECORDS, SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 41 26 PERMITS r 01 41 26.50 ITEM 0020 WILL BE AUTHORIZED AS REQUIRED BY STATEMENT OF WORK Page 9 of 12 Rev. Jun -2010 01 45 23 TESTING AND INSPECTING SERVICES 01 45 23.50 ROUTINE TEST FOR CONTRACTORS RECORDS AND DOCUMENTATION SHALL BE WITHIN CONTRACTORS COEFFICIENT. ADDITIONAL TESTING REQUIRED BY THE CITY WILL BE BY A SEPARATE CITY CONTRACT 01 51 13 TEMPORARY UTILITIES 01 51 13.80 ALLOWAB LEAS REQUIRED BY STATEMENT OF WORK 01 5213 FIELD OFFICES AND SHEDS 01 51 13.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 51 13.40 NOT AUTHORIZED 01 54 09 PROTECTIVE EQUIPMENT 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 23 TEMPORARY SCAFFOLDING AND PLATFORMS 01 54 23.60 01 54 23.70 01 54 23.75 01 54 23.80 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 26 TEMPORARY SWING STAGING 01 54 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 36 EQUIPMENT MOBILIZATION 01 54 36.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 54 39 CONSTRUCTION EQUIPMENT 01 54 39.70 SHALL BE INCLUDED WITHIN CONTRACTORS COEFFICIENT 01 55 23 TEMPORARY ROADS 01 55 23.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 13 TEMPORARY AIR BARRIERS 01 56 13.60 01 5613.90 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 23 TEMPORARY BARRICADES 01 56 23.10 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 26 TEMPORARY FENCING 01 56 26.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 56 29 TEMPORARY PROTECTIVE WALKWAYS 01 56 29.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 5813 TEMPORARY PROJECT SIGNGAGE 01 58 13.50 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 71 23 FIELD ENGINEERING 01 71 23.13 01 71 23.19 ONLY ALLOWABLE AS REQUIRED BY STATEMENT OF WORK, IF PERMITTED BY LAW Page 10 of 12 Rev Jun -2010 M 1 11 1I 1.9 PEI Pol 01 7413 PROGRESS CLEANING ATTACHMENTS Contractor's Completed Questionnaire 01 7413.20 ALLOWABLE AS REQUIRED BY STATEMENT OF WORK 01 91 13 COMMISSIONING RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D 01 91 13.50 I ALLOWABLE AS REQUIRED BY L STATEMENT OF WORK Contract Contact/Project Manager. for any questions reaardinq the administration and management of this agreement send to: Graziella Mesa Project Manager Department of Engineering Services 1201 Leopard St. Corpus Christi, TX 78401 Te!: 361-826-3550 Fax: 361-826-3501 Email: graziellam@cctexas.com CONTRACTOR: Name: Gsi rr j »j77 Title: rip Address: 11349 Leven vnv/ r F (Pap u5 LRly ST7)1- Tel: 933- oso/ Fax. (moi) 752- y/ OZ ATTACHMENTS to JOC MASTER AGREEMENT and to RFP No. 2014-07 Agreement for Job Order Contracting for Minor Construction, Repair, Rehabilitation, and Alteration of Facilities TABLE OF CONTENTS ATTACHMENTS Contractor's Completed Questionnaire RFP Attachment A Contractor's Completed and Signed Disclosure of Interest Form RFP Attachment B Contractor's Completed Litigation Disclosure Form RFP Attachment C Contractor's Completed Minority/Minority Business Enterprise RFP Attachment D Contractor's Completed Pricing Schedule Form RFP Attachment E INSURANCE REQUIREMENTS RFP Attachment F Page 11 of 12 Rev. Jun -2010 Pot 1.4 rig INDEMNIFICATION REQUIREMENTS RFP Attachment G Contractor's Completed Signature Page RFP Attachment H Contractor's Completed Proposal Checklist RFP Attachment I • WORKER'S COMPENSATION COVERAGE RFP Attachment J ADDENDUM TO SPECIAL AND GENERAL PROVISIONS RFP Attachment K SPECIAL PROVISIONS RFP Attachment L • GENERAL PROVISIONS RFP Attachment M Signed in four (4) parts at Corpus Christi, Texas on the date shown above. ATTEST City Secretary APPROVED AS TO LEGAL FORM By: Asst. City Attorney ATTEST: (If Corporation) (Seal Below) (Note: if Person signing for corporation is not President, attach copy of authorization to sign) CITY OF CORPUS CHRISTI By: Jerry Shoemaker, P. E., Acting Director of Capital Programs CONTRACTOR JE Construction Services By: Title: W 11309 Leopard Street, Unit E Corpus Christi, TX 78410 (361) 933-0501 Office (361) 752-4202 Fax Page 12 of 12 Rev. Jun -2010 Job Order Contracting (JOC) for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities Attachments A through M Available Upon Request AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: TO: January 23, 2015 Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 Engineering Contract Wastewater Permit Assistance CAPTION: Motion authorizing the City Manager or designee to execute Amendment No. 2 to the engineering support services contract with RPS of Austin, Texas in the amount of $100,000 for a total restated fee not to exceed $218,500 for Wastewater Permit Assistance. PURPOSE: The purpose of this agenda item is to obtain authority to execute Amendment No. 2 to the RPS support services contract for Wastewater Permit Assistance. BACKGROUND AND FINDINGS: The City Utilities Department has been in the process of renewing or amending wastewater discharge permits as part of its business treatment plant operations. In 2012, the City awarded RPS an original contract to provide Wastewater Permit Assistance services for the City's six (6) wastewater treatment plants, and since then RPS has been working in close cooperation with City staff to coordinate with the Texas Commission on Environmental Quality (TCEQ) regularly about permit issues. This amendment contract will authorize RPS to provide continuous services and additional work that are necessary to complete the permitting process, including the following tasks for the City: 1. Collect, research, prepare and submit the permit renewal for the Laguna Madre Wastewater Plant; and 2. Continued permitting and model support for the Oso Water Reclamation Plant. This project will be completed on a Time and Materials basis by work orders defined by the City. RPS was selected to perform this work based on selection through RFQ No. 2011-05. ALTERNATIVES: 1. Authorize the execution of the engineering contract amendment. 2. Do not authorize the execution of the engineering contract amendment. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ® Operating ❑ Revenue Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $143,500.00 $113,394.00 $256,894.00 Encumbered / Expended Amount $143,500.00 $143,500.00 This Item $100,000.00 $100,000.00 Future Anticipated Expenditures This Project $13,394.00 $13,394.00 BALANCE $0.00 $0.00 $0.00 Fund(s): Wastewater Operating Comments: This project requires approximately 365 calendar days with anticipated completion February 2016. The contract will result in the expenditure of an amount not to exceed $100,000. RECOMMENDATION: City Staff recommends approval of Amendment No. 2 to the engineering support services contract with RPS of Austin, Texas in the amount of $100,000 for a total restated fee not to exceed $218,500 for Wastewater Permit Assistance. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation PROJECT BUDGET WASTEWATER PERMIT ASSISTANCE FUNDS AVAILABLE: Wastewater Operating $256,894 FUNDS REQUIRED: Engineer Fees: *Engineer (RPS) Original $70,000 **Engineer (RPS) Amendment No. 1 $48,500 Engineer (RPS) Amendment No. 2 THIS CONTRACT $100,000 Engineer (Alan Plummer Associates) $25,000 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) $4,262 Engineering Services (Project Mgmt) $7,914 Misc $1,218 TOTAL $256,894 PROJECT BUDGET BALANCE *Original contract approved by City Council on October 16, 2012 by Motion No. M2012-181 **Amendment No. 1 administratively approved on November 11, 2013 $0 Note: City -Wide Project PROJECT # E12151 LOCATION MAP NOT TO SCALE w Wastewater Permit Assistance CITY COUNCIL EXHIBIT oblk CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 2 The City of Corpus Christi, Texas hereinafter called "CITY", and RPS hereinafter called "ENGINEER," agree to the following amendment to the Contract for Professional Services for Wastewater Permit Assistance (Proiect No. E12151), as authorized and amended by: Original Agreement October 16, 2012 Motion No. M2012-181 $70,000.00 Amendment No. 1 November 11, 2013 Administrative Approval $48,500.00 Exhibit "A", Section I. Scope of Services shall be amended as specified in the attached Amendment No. 2 Exhibit "A". Exhibit "A", Section III. Fees shall be amended as specified in the attached Amendment No. 2 Exhibit "A" Summary of Fees, for a revised fee not to exceed $100.000.00 (One Hundred Thousand Dollars and Zero Cents), for a total restated fee not to exceed $218,500.00 (Two Hundred Eighteen Thousand Five Hundred Dollars and Zero Cents). Monthly invoices shall be submitted in accordance with Exhibit "B". All other terms and conditions of the October 16, 2012 contract between the City and Engineer, and any amendments to that contract, which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI RPS (*ALL 1/97; Director, Capital Programs Date an Reis, .E. Date 4801 Sout west Parkway, Parkway 2, Suite150 Austin, Texas 78735 (512) 326-5659 Office RECOMMENDED (512) 326-5723 Fax Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date for City Attorney APPROVED Office of Management Date and Budget AMEND. NO. 2 Page 1 of 2 KIENGINEERING DATAEXCHANGEUENNIFERIWASTEWATERIE12151 WASTEWATER PERMIT ASSISTANCEIRPS ESPEYIAMENDMENT NO.2ICONTRACTCONTRACT.DOCX ATTEST Rebecca Huerta, City Secretary Project No: E12151 Accounting Unit: 4200-33000-064 Account: 530000 Activity: E12151014200EXP Account Category: 30000 Fund Name: Wastewater Operating AMEND. NO. 2 Page 2 of 2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E12151 WASTEWATER PERMIT ASSISTANCE\RPS ESPEY\AMENDMENT NO. 2\CONTRACT\CONTRACT.DOCX RPS 4801 Southwest Parkway, Parkway 2, Suite 150, Austin, Texas 78735, USA T +1 512 326 5659 F +1 512 326 5723 W www.rpsgroup.com January 5, 2015 Mr. Jerry Shoemaker, P.E. Lead Project Manager of Capital Programs City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Re: Wastewater Permit Assistance — Amendment Corpus Christi Contract #E12151 / RPS #12071.00 Dear Mr. Shoemaker, I am following up on the July 8, 2014 conversation between City (Brian Butchser) and RPS staff (David Harkins and Ernest To) and our previous September 30, 2014 written request regarding our wastewater permitting contract with the City. As you know, we have been working on several projects in the permitting process under this contract. As such we have been utilizing our budget. We have additional work that is necessary to complete the permitting processes, including the following tasks for the City: • Collect, research, prepare, and submit the permit renewal for the Laguna Madre Wastewater Plant (Due September 2014); • Preparation and submittal of permit renewal for Allison Wastewater plant, responding to TCEQ RFI's, staff technical questions; • Continued permitting support for the Oso Water Reclamation Rant (OWRP). This will include permitting support efforts for the OWRP, including: a. addressing proposed permit standards using the model as a tool to evaluate impacts on water quality in Oso Bay; b. Addressing proposed DO standards using the model for evaluation of alternative scenarios necessary for permitting; c. Participation in meetings with City staff and the TCEQ on permit renewal for the OWRP, meetings with local stakeholders, and meetings with the EPA to discuss current and proposed DO standards in Oso Bay; d. Engagement and response to studies related to Oso Bay to support the present OWRP permitting effort; e. Support the review of the data and Oso Bay model by the EPA. Will you please add an additional $100,000 to our wastewater contract? The contract number is Corpus Christi Contract #E12151. To date, $118,500 has been previously authorized for this effort, and with the additional $100,000 the total authorized budget would total $218,500, which is within the original $350,000 budget originally allocated for this effort. Below is a breakdown of these elements, along with an associated estimated cost for each element (recall that we are continuing to work at the City's request although the initial budget has now been expended). The extent to which these elements are prosecuted will largely P:iActivei12071.00 Corpus Christi WW PermitlCorrespondencelWW Permitting Adrift! Funds 20150105.docx AMEND. NO. 2 EXHIBIT "A" Pas e1of3 depend upon the permitting process with TCEQ, including negotiations with TCEQ and EPA staff. Task Number Description Budget 1 Collect, research, prepare, and submit the permit renewal for the Laguna Madre Wastewater Plant $45,000 2 Preparation and submittal of permit renewal for Allison Wastewater plant, responding to TCEQ RFI's, staff technical questions $10,000 3 Continued permitting and model support for the Oso Water Reclamation Plant (OWRP) $45,000 TOTAL $100,000 Fees A. This is a Time and Materials Contract with budget cap $100,000 for professional services in FY 2014-2015. The Consultant's service fee is based on the hourly rates and actual hours spent on the assigned tasks. B. Monthly Invoice The monthly invoiced payment to the Consultant is based on actual working hours and associated expenses as well as the hourly rates. The City's Project Manager from the Operating Department is responsible for assigning tasks to the Consultant and approving daily/weekly/monthly hours. The Consultant is required to submit a detailed and approved man -hourly breakdown accompanying with monthly invoice paper work to the Capital Programs Department of City Corpus Christi for monthly payment. Attached is the RPS hourly rate schedule. Please also be aware that in our current scope of work in our contract with the City (E12151, as amended) states: "The Espey team will utilize its strong treatment, water quality and regulatory expertise to assist the City of Corpus Christi (City) in the wastewater permitting process. The Espey team will work in close cooperation with the City staff to understand its goals and will coordinate with the [TCEQ] regularly about permit issues. The Espey team will also provide assistance on addressing regulatory issues, rule changes, enforcement letters and on the decommissioning of plant operations." As such, other potential wastewater permitting issues may develop, as the City investigates regionalization and responds to TCEQ and EPA as various other City wastewater initiatives progress. Working with City staff, we are continuing to identify these issues as they develop, and it is our intent to utilize the above budget to support the City in this regard, per the scope of our contract. 2 AMEND. NO. 2 EXHIBIT "A" Page 2 of 3 Please let me know if you need more detail or additional documentation. Thank you for your time in this matter. Sincerely, Tony L. Smith, P.E. Manager — Water Resources RPS 3 AMEND. NO. 2 EXHIBIT "A" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for. Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION V`~ CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Co of Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: RPS P. O. BOX: STREET ADDRESS: 4801 SW Pkwy, Pkwy 2, Ste 150 CITY: Austin ZIP: 78735 FIRM IS: 1. Corporation 3 4. Association 2. Partnership 5. Other B 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) Qk 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee rl.ove__ 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Brian Reis, P.E. Title: p (Type or Print) Signature of Certifying Person: ;€ Date: (V) DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. `Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Wastewater Permit Assistance Corpus Chr°sti Capital Programs Council Presentation February 10, 2015 Project Scope (&4 Corpus Chr sti Capital Programs City -Wide Project PROJECT #: E12151 Project Schedule Corpus Chr sti Capital Programs 2015 2016 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Fe b Contract Services Project Estimate: 365 Calendar Days 12 Months Projected Schedule reflects City Council award in February 2015 *Original contract approved by City Council on October 16, 2012 by Motion No. M2012-181 Project Budget c.,&4 Corpus Chr sti Capital Programs FUNDS AVAILABLE: Wastewater Operating. FUNDS REQUIRED: Engineer Fees: *Engineer (RPS) Original **Engineer (RPS) Amendment No. 1 Engineer (RPS) Amendment No. 2 THIS CONTRACT Engi neer (Alan Plummer Associates). Reimbursements. TOTAL PROJECT BUDGET BALANCE $256,894 $70,000 $48,500 $100,000 $25,000 $13,394 $256,894 $0 **Amendment No. 1 administratively approved on November 11, 2013 AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: January 27, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jerry Shoemaker, P. E., jerryS2@cctexas.com (361) 826-3516 CAPTION: Bill Mahaffey, P. E., Assistant Director of Maintenance Lines billm@cctexas.com (361) 826-1801 Engineering Design Amendment No. 1 La Volla Creek Drainage Channel Excavation Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to a Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $197,646.00, for a re -stated fee not to exceed $335,646.00 for the La Volla Creek Drainage Channel Excavation Project. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute Amendment No. 1 with Urban Engineering, for La Volla Creek Drainage Channel Excavation Project. BACKGROUND AND FINDINGS: This project will involve the improvement of La Volla Creek that crosses SH 357 or Saratoga Boulevard. The project will provide 100 -year capacity for conveyance to the Oso Creek. Phase 1 Channel improvements include the removal of vegetation from the channel North of Saratoga Boulevard and channel widening South of Saratoga Boulevard. K:\ENGINEERING\LEGISTAR\6 - FEBRUARY 10, 2015\LA VOLLA CREEK\AGENDA MEMO LAVOLLA CREEK.DOCX ALTERNATIVES: 1. Authorize execution of Amendment No. 1. 2. Do not authorize execution of Amendment No. 1. (Not Recommended) OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY & LAW: Complies with statutory requirements for architectural and engineering contracts. Conforms to FY 2014- 2015 Storm Water Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT. Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $205,200.00 $3,200,000.00 $0.00 $3,405,200.00 Encumbered / Expended Amount $205,200.00 $0.00 $0.00 $205,200.00 This item $0.00 $197,646.00 $0.00 $197,646.00 Future Anticipated Expenditures This Project $0.00 $2,270,805.00 $0.00 $2,270,805.00 BALANCE $0.00 $731,549.00 $0.00 $731,549.00 Fund(s): Storm Water 05 RECOMMENDATION: City staff recommends execution of Amendment No. 1 with Urban Engineering $197,646.00 for the La Volta Creek Drainage Channel Excavation Project. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation K:\ENGINEERING\LEGISTAR\6 - FEBRUARY 10, 2015\LA VOLLA CREEK\AGENDA MEMO LAVOLLA CREEK.DOCX PROJECT BUDGET ESTIMATE LA VOLLA CREEK DRAINAGE CHANNEL EXCAVATION Project No. E10200 FUNDS AVAILABLE: Storm Water CIP $ 3,405,200 FUNDS REQUIRED: Construction (Base Bid) (estimate) 1,845,500 Contingency (10%) 184,550 Design Fees: *Engineer (Urban Engineering) 138,000 Engineer (Urban Engineering) Amendment No. 1 197,646 Materials Testing (TBD) - Estimated Allowance 42,565 Engineering Services (Constr Mgt) 119,182 Reimbursements 146,208 TOTAL 2,673,651 ESTIMATED PROJECT BUDGET BALANCE $ 731,549 *Original contract approved by City Council by Motion M2012-003 on January 10, 2012 Remaining project budget to be used for future project phases Project Location PROJECT # E10200 LaVolla Creek Drainage Channel Excavation CITY COUNCIL EXHIBIT 01.19",14 CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 Corpus Chr sti Capital Programs La Volla Creek Drainage Channel Excavation Council Presentation February 10, 2015 Project Scope Carpus Chr sti Capital Programs 771 71 Proiject Locat4an PROJECT #: E10200 Base Bid includes: • Removal of vegetation from the channel North of Saratoga Boulevard. • Channel widening South of Saratoga Boulevard. Project Schedule Carpus Chr sti Capital Programs 2015 2016 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Design Bid Construction Project Estimate: 270 Calendar Days Al 9 Months Project Budget us Chr sti dicIA0 Corp Capital Programs FUNDS AVAILABLE: Storm Water CIP $ 3,405,200 FUNDS REQUIRED: Construction (Base Bid) (estimate) ................................................................... 1,845,500 Contingency (10%) . 184,550 Design Fees: *Engi neer (Urban Engineering) . 138,000 Engineer (Urban Engineering) Amendment No. 1 197,646 Materials Testing (TBD) - Estimated Allowance 42,565 Engineering Services (Constr Mgt) 119,182 Rei mbursements 146 208 TOTAL 2.673.651 ESTIMATED PROJECT BUDGET BALANCE $ 731,549 *Original contract approved by City Council by Motion M2012-003 on January 10, 2012 Remaining project budget to be used for future project phases AMENDMENT NO. 1 TO CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director of Capital Programs) and Urban Engineering, a Texas corporation, 2725 Swantner Street, Corpus Christi, Nueces County, Texas 78404, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT La Voila Creek Drainage Channel Excavation (Project No. E10200) — This project will involve the improvement of La Voila Creek that crosses SH 357 (Saratoga Boulevard). The project will provide 100 -year capacity for conveyance to the Oso Creek. Phase 1 Channel improvements include the removal of vegetation from North Saratoga Boulevard and channel widening South of Saratoga Boulevard. 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform design services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, A/E will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A", to complete the Project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Director of Capital Programs. A/E services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services - A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The NE agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Capital Programs. Work will not begin on any phase or any Additional Services until requested in writing by the NE and written authorization is provided by the Director of Capital Programs. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Capital Programs. The Director of Capital Programs may direct the NE to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Amendment No. 1 Page 1 of 3 KIENGINEERING DATAEXCHANGEVWGIEMISTORM WATER1E10200 LA VOLTA CREEK DRAINAGE CHANNEL EXCAVATIONIAMD 1 URBAMCONTRACT PROFESSIONAL SERVICES.DOC NE shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE NE agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE In the original contract, Exhibit "A" FEES shall be modified for a total fee not to exceed $197,646.00 (One Hundred Ninety Seven Thousand Six Hundred Forty Six Dollars and Zero Cents), for a restated fee not to exceed $335,646.00, (Three Hundred Thirty Five Thousand Six Hundred Forty Six Dollars and Zero Cents) as shown in the attached Amendment No. 1, Exhibit "A". Monthly invoices will be submitted in accordance with Exhibit "C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the NE will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The A/E agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the A/E staff. If the NE is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the A/E without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be Amendment No. 1 Page 2 of 3 K:IENGINEERING DATAEXCHANGE\ANGIEMISTORM WATERIE10200 LA VOLLA CREEK DRAINAGE CHANNEL EXCAVATIOMAMD 1 URBAMCONTRACT PROFESSIONAL SERVICES.DOC used again by the NE without the express written consent of the Director of Capital Programs. However, the A/E may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. 10. DISCLOSURE OF INTEREST A/E further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. CITY OF CORPUS CHRISTI NGIN - R G, N Jerry Shoemaker, P.E. Date R odes Urban, P.E., R.P.L.S. Date Acting Director of Capital Programs Principal 2725 Swantner Street Corpus Christi, TX 78404 RECOMMENDED (361) 854-3101 Office Operating Department Date APPROVED AS TO LEGAL FORM Legal Department APPROVED Date Office of Management Date and Budget ATTEST Rebecca Huerta, City Secretary Project No. E10200 Accounting Unit: 3495-043 Account: 550950 Activity: El 0200013495EXP Account Category: 50950 Fund Name: Storm Water CIF 2012B Rev. Bonds Encumbrance No. Amendment No. 1 Page 3 of 3 K:ENGINEERING DATAEXCHANGE'ANGIEMISTORM WATERYE10200 LA VOLLA CREEK DRAINAGE CHANNEL EXCAVATLON AMD 1 URBAN\CONTRACT PROFESSIONAL SERVICES. DOC EXHIBIT A CITY OF CORPUS CHRISTI, TEXAS La Voila Creek Drainage Channel Excavation (PROJECT NO. E10200) 1. SCOPE OF SERVICES A. Basic Services (Complete). Basic Services will include the following in addition to those items shown on Exhibit "A- 1" Task List. 1. Preliminary Phase. The Architect/Engineer-A/E will: It is the intent of the Preliminary Phase to provide a study and report of project scope with economic and technical evaluation of alternatives, and upon approval, proceed in a Design Memorandum which includes Preliminary designs, drawings, and written description of the project. This report shall include: a. Analysis of existing hydraulic conditions of the channel, hydraulic modeling of proposed improvements and recommendations for phased improvements. b. Confer with the City staff, United States Army Corps of Engineers and TXDOT regarding the design parameters of the Project. The Engineer will participate in a minimum of three (3) formal meetings with City staff, provide agenda and purpose for each formal meeting; document and distribute meeting minutes and meeting report within seven (7) working days of the meeting. The A/E will participate in discussions with the operating department and other agencies (such as the Texas Department of Transportation (TXDOT) and Texas Commission of Environmental Quality (TCEQ)) as required to satisfactorily complete the Project. c. Submit one (1) copy in an approved electronic format, and one (1) paper copies of the Design Memorandum (or Engineering Report), with executive summary, including opinion of probable construction costs with life cycle analysis, defined technical evaluations of identified feasible alternatives, and review with City staff to produce an acceptable format which contains common municipal elements. The Design Summary Report will include the following (with CONSTRUCTABILITY being a major element in all the following items): 1) Review of the Project with the respective Operating Department(s) and discussions including clarification and definition of intent and execution of the Project; The A/E will meet with City staff to collect data, discuss materials and methods of construction, and identify design and construction requirements. 2) Review and investigation of available records, archives, and pertinent data related to the Project including taking photographs of the Project site, list of potential problems and possible conflicts, intent of design, and improvements required, and conformance to relevant Master Plan(s). 3) Identify results of site field investigation including site findings, existing conditions, potential right of way/easements, and probable Project design solutions; (which are common to municipalities). 4) Provide a presentation of pertinent factors, sketches, designs, cross-sections, and parameters which will or may impact the design, including engineering AMD. NO. 1 EXHIBIT "A" Page 1 of 7 design basis, preliminary layout sketches, identification of needed additional services, preliminary details of construction of critical elements, identification of needed permits, identification of specifications to be used, identification of quality and quantity of materials of construction, and other factors required for a professional design (CONSTRUCTABILITY). 5) Advise of environmental site evaluations and archeology reports that are needed for the Project (Environmental issues and archeological services to be an Additional Service). 6) Identify and analyze requirements of govemmental authorities having jurisdiction to approve design of the Project and permitting, environmental, historical, construction, and geotechnical issues; and meet with pertinent authorities. 7) Confer, discuss, and meet with City operating department(s) and Engineering Services staff to produce a cohesive, well-defined proposed scope of design, probable cost estimates(s) and design alternatives. 8) Provide a letter stating that the A/E and Sub -consultant Engineers have checked and reviewed the Design Summary Report prior to submission. 9) Additional items are required with the design memorandum to identify and summarize the project by distinguishing key elements such as: • Pipe Size or Building Size • Pipe Material, etc. • Why one material is selected over another • Pluses of selections • ROW requirements and why • Permit requirements and why • Easement requirements and why • Embedment type and why • Constructability, etc. • Specific requirements of the City • Standard specifications • Non-standard specifications • Any unique requirements • Cost, alternatives, etc. • Owner permit requirements and status d. Field location of existing utilities using Texas one -call system (Coordinate with appropriate City Operating Departments). e. A subsurface utility engineering survey is not anticipated to be necessary at this point in the project. City staff will provide one set only of the following information (as applicable): a. Record drawings, record information of existing facilities, and utilities (as available from City Engineering files). b. The preliminary budget, specifying the funds available for construction; c. A copy of existing studies and plans. (as available from City Engineering files). d. Field location of existing city utilities. (A/E to coordinate with City Operating Department). e. Provide applicable Master Plans. AMD. NO. 1 EXHIBIT "A" Page 2 of 7 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the NE will: a. Study, verify, and implement Preliminary Phase recommendations including construction sequencing, connections to the existing facilities, and restoration of property and incorporate these plans into the construction plans. Development of the construction sequencing will be coordinated with the City Operating Department(s), Engineering Services staff and TXDOT. b. Provide one (1) copy of 60% construction documents in City format (using City Standards as applicable), including a list of specifications and drawings, the size and character of the entire Project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. c. Provide assistance identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). d. Prepare final quantities and estimates of probable costs with the recommended construction schedule. The construction schedule will provide a phased approach to better track progress and payments. e. Provide one (1) copy of pre -final plans and bid documents to the City staff for review and approval purposes with revised estimates of probable costs. Compile comments and incorporate any requirements into the plans and specifications, and advise City of responding and non -responding participants. f. Assimilate all review comments, modifications, additions/deletions and proceed to next phase, upon Notice to Proceed. g. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim, pre -final, and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. The Consultant A/E and Sub -consultant A/E shall submit a letter declaring that all engineering disciplines of all phases of the submittals have been checked, reviewed, and are complete prior to submission, and include signature of all disciplines including but not limited to structural, civil, mechanical, electrical, etc. h. Upon approval by the Director of Engineering Services, provide one (1) set (hard copy and electronic) of final plans and contract documents suitable for reproduction (In City Format) and said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. i. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re -use of modified plans. j. Prepare and submit monthly status reports by the fifth of each month with action items developed from monthly progress and review meetings. k. Provide a Storm Water Pollution Prevention Plan. The City staff will: a. Designate an individual to have responsibility, authority, and control for coordinating activities for the Professional Services contract awarded. b. Provide the budget for the Project specifying the funds available for the construction contract. AMD. NO. 1 EXHIBIT "A" Page 3 of 7 c. Provide electronic files of the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c. Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e. In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re - advertise that particular portion of the Project for bids. The City staff will: a. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the NE) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c. Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d. Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Phase. The A/E will perform contract administration to include the following: a. Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Provide testing schedule and review field and laboratory tests. d. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e. Make two visits per month to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. AND. NO.1 EXHIBIT "A" Page 4 of 7 f. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. h. Review construction "red -line" drawings, prepare record drawings of the Project as constructed (from the "red -line" drawings, inspection, and the contractor provided plans) and deliver to the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings. All drawings will be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a. Prepare applications/estimates for payments to contractor. b. Conduct the final acceptance inspection with the Engineer. c. Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. B. Additional Services This section defines the scope (and allowance where noted) for compensation for additional services that may be included as part of this contract, but the A/E will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E will, with written authorization by the Director of Engineering Services, do the following: We don't anticipate that any permitting will be necessary for the preliminary phase of the project. However, the preliminary phase will identify permitting requirements for the proposed improvements. 1. Topographic Surveys. Provide field surveys, as required for design including transects of the channel needed for hydraulic modeling and conceptual design(Preliminary Phase), a pre excavation topographic survey of Phase 1 after it has been cleared and a post construction topographic survey after all earth moving has been completed (Construction Phase). We recommend confirming actual cubic yards of earth moved by comparing pre and post construction surveys. All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include reference to a minimum of two (2) found boundary monuments from the project area. 2. Coordinate with Oso Basin Drainage Study. Coordinate with city's consultant studying the Oso Creek Drainage Basin. Coordination will include attending periodic meetings and sharing of study data. AMD. NO. 1 EXHIBIT "A" Page 5 of 7 3. Field Engineering. Provide field engineering services to adapt plans to conditions that are unknown or could not be quantified prior to clearing of the site. Clearing of the site will be the first step in the construction sequence. 4. Public Meeting. Participate in public meetings (two) to coordinate with the community and to obtain community support for the project, including all necessary exhibits as directed by the City. 5. Environmental Issues. Identify and develop a scope of work for any testing, handling and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. 6. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one- year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. 2. SCHEDULE 3. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. For services provided in Section I.A.1.4, A/E will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon A/E's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4, the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services" the City will pay the A/E a not -to -exceed fee as per the table below: AMD. NO. 1 EXHIBIT "A" Page 6 of 7 ACTIVITY DURRATION Produce 60% Set of Plans 60 Days Produce Pre -final Plans 45 Days from Receiving Review Comments Produce Final Plans & Docs 21 Days from Receiving Review Comments Bidding & Award 90 Days Construction 9 Months 3. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. For services provided in Section I.A.1.4, A/E will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon A/E's estimate (and City Concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4, the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services" the City will pay the A/E a not -to -exceed fee as per the table below: AMD. NO. 1 EXHIBIT "A" Page 6 of 7 C. Summary of Fees PRELIMINARYA( PMEETE)r_ Fee for Basic Services 1. Preliminary Phase $50,000 Subtotal Basic Services Fees $50,000 3. Construction Phase $17,717 Fee for Additional Services (Allowance) $122,146 1. Topographic Survey (AUTHORIZED) $15,000 2. Brush Clearing (ALLOWANCE) $65,000 3. Coordinate with Oso Basin Drainage Study (ALLOWANCE) $8,000 2. Coordinate with Oso Basin Drainage Study (ALLOWANCE) $3,000 Sub -Total Additional Services Fees $53,000 Total Preliminary Authorized Fee $138,000 �IIIIMII. ... Fee for Basic Services 1. Design Phase $100,000 2. Bid Phase $4,429 3. Construction Phase $17,717 Subtotal Basic Services Fees $122,146 Fee for Additional Services 1. (2)Topographic Surveys $30,000 2. Coordinate with Oso Basin Drainage Study (ALLOWANCE) $3,000 3. Field Engineering $10,000 3. Public Meeting (ALLOWANCE) $5,000 4. Environmental Issues (ALLOWANCE) $20,000 5. Warranty Phase $7,500 Sub -Total Additional Services Fees $75,500 Total Phase 1 Fee $197,646 AMD. NO. 1 EXHIBIT "A" Page 7 of 7 EXHIBIT B INSURANCE REQUIREMENTS & INDEMINIFICATION I. CONSULTANT'S LIABILITY INSURANCE A. Consultant must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager and Director of Capital Programs. 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 PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim $2,000,000 Aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory , $500,0001$500,0001$500,000 C. In the event of accidents of any kind related to this contract, Consultant must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. AMD. NO. 1 EXHIBIT "B" Page 1 of 3 II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Consultant 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 Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. B. Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant'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. Consultant 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 Consultant or as requested by the City. Consultant 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. Consultant 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, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant'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 Consultant'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 Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. AMD. NO. 1 EXHIBIT "B" Page 2 of 3 G. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Consultant'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. INDEMNIFICATION Consultant shall fully indemnify, hold harmless, and defend the City of Corpus Christi and its officials, officers, agents, employees, volunteers, directors and representatives ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Consultant or its agent, consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This Indemnification does not apply to any liability resulting from the negligent acts or omissions of the City of Corpus Christi or its employees, to the extent of such negligence. Consultant must, at City's option, defend Indemnitee and with counsel satisfactory to the City Attorney. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. AMD. NO. 1 EXHIBIT "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Report Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey Reporting O & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. xxxxxx Invoice No. 12345 Invoice Date: Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $15,117 $0 $0 $15,117 $0 $1,000 $1,000 7% 20,818 0 0 20,818 1,000 500 1,500 7% 0 0 0 0 0 0 O n/a 14,166 0 0 14,166 0 0 0 n/a 0% 0 0 0 0 0 0 0 $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% $0 $0 $0 $0 $0 $0 $0 n/a 0 0 0 0 0 0 O n/a 9,011 0 0 9,011 0 0 0 0% 29,090 0 0 29,090 0 0 0 0% 1,294 0 0 1,294 0 0 0 0% TBD TBD TBD TBD TBD TBD 0 0% TBD TBD TBD TBD TBD TBD TBD 0% $39,395 $0 $0 $39,395 $0 $0 $0 0% $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% 39,395 0 0 39,395 0 0 0 0% $89,496 $0 $0 $89,496 $750 $1,500 $2,500 3% SUPPLIER NUMBER P TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Urban Engineering P. O. BOX: N/A STREET ADDRESS: 2725 Swantner Drive FIRM IS: 1. Corporation 4. Association CITY: Corpus Christi ZIP: 2. Partnership 5. Other 78404 3. Sole Owner L DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Department (if known) Job Title and City 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name j /A Title 3 State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name AIA Committee Board, Commission or 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name/ l Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. {Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Rhodes Urban , P.E., R.P.L.S. Title: Principal (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 1,14,J 5 a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: February 17, 2015 Agenda Item: Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to a Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $197,646.00, for a re -stated fee not to exceed $335,646.00 for the La Volla Creek Drainage Channel Excavation Project. Amount Required: $197,646.00 Fund Name Accounting Unit Account No. Activity No. Amount Storm Water CIP 3495-043 550950 E10200013495EXP $197,646.00 Total $197,646.00 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: January 23, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Termination of the Multiple Use Agreement Heliport Parking Facility and Public Parking Facility located on State Highway 9/BS 44-D CAPTION: Resolution authorizing the City Manager or designee to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. PURPOSE: The purpose of this Agenda Item is to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. BACKGROUND AND FINDINGS: Termination of these two Multiple Use Agreements was instigated by TXDoT in an effort to close out any property rights unused by the City. The City has reviewed the termination of these two agreements and is in concurrence with TXDoT. ALTERNATIVES: 1. Authorize execution of the termination of the Multiple Use Agreements. 2. Do not authorize execution of the termination of the Multiple Use Agreements. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable Comments: None RECOMMENDATION: City staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Termination of the Multiple Use Agreement — Heliport Parking Facility Termination of the Multiple Use Agreement — Public Parking Facility Location Map Resolution Presentation Resolution authorizing the City Manager or designee to execute two agreements to terminate two previously executed Multiple Use Agreements between the State of Texas and the City of Corpus Christi for the Heliport Parking Facility and the Public Parking Facility located on State Highway 9/BS 44-D. WHEREAS, the Texas Department of Transportation (TxDOT), during its annual inspection of Multiple Use Agreements (MUAs), ascertained that State Highway (SH) 9/BS 44-D has been turned over to the City of Corpus Christi and is no longer in State right of way (ROW); WHEREAS, TxDOT has provided a quitclaim deed executed on July 24, 1996 stating that the portion of ROW in question has been turned over to the City of Corpus Christi; WHEREAS, there are two MUAs for SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility; WHEREAS, the Corpus Christi District of TxDOT therefore requests that the City initiate termination procedures to terminate these MUAs, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to execute two Termination of the Multiple Use Agreements (MUAs) between the State of Texas and the City of Corpus Christi for use of property located on State Highway 9/BS 44-D, one to terminate the MUA for the Heliport Parking Facility and one to terminate the MUA for the Public Parking Facility. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\HELIPORT PUBLIC PARKING FACILITY\ RESOLUTION HELIPORT PUBLIC PARKING FACILITY.DOCX Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\HELIPORT PUBLIC PARKING FACILITY\ RESOLUTION HELIPORT PUBLIC PARKING FACILITY.DOCX ,Texas Department of Transportation 125 EAST 11TH STREET 1 AUSTIN, TEXAS 78701 2483 1 (512) 463 8588 1 WWW.TXDOT.GOV September 25, 2014 John N. Maggiore Capital Programs - Project Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, TX. 78401 RE: Multiple Use Agreement Termination Request SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility City of Corpus Christi, Texas Dear Mr. Maggiore, During our annual inspection of the Multiple Use Agreements (MUAs), it was ascertained that SH 9/BS 44-D has been turned over to the City of Corpus Christi and is no longer State ROW. There are two MUAs for SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility. These agreements were executed in 1957 and 1958, respectively. The Corpus Christi District of TxDOT, therefore, respectfully request that termination procedures be initiated in order to terminate these two MUAs. Copies of these MUAs can be made available if required for termination procedures. Included with this request letter is the quitclaim executed on 24 July, 1996 stating the portion of ROW in question has been turned over to the City of Corpus Christi. If you have any questions regarding this matter, feel free to contact me at (361) 808-2384 or at the following address: Texas Department of Transportation Corpus Christi Area Office 1701 S. Padre Island Drive, Bldg. 3 Corpus Christi, TX 78416 Attachment - Quitclaim executed 24 July, 1996 Sincerely, Janan Sahtout Lee, P.E. Assistant Area Engineer Corpus Christi OUR GOALS MAINTAIN A SAFE SYSTEM • ADDRESS CONGESTION • CONNECT TEXAS COMMUNITIES • BEST IN CLASS STATE AGENCY An Equal Opportunity Employer MUA Termination Page 1 of 2 TERMINATION OF THE MULTIPLE USE AGREEMENT BETWEEN THE STATE AND THE City of Corpus Christi FOR THE Heliport Parking Facility. STATE OF TEXAS COUNTY OF TRAVIS This Agreement terminates the previously executed Multiple Use Agreement for construction, maintenance, and operation of Heliport Parking Facility on the Texas Department of Transportation right-of-way, in Nueces County, originally dated the 18th day of December , 1957 , by and between the Texas Department of Transportation, hereinafter referred to as "State" and the City of Corpus Christi , hereinafter referred to as City WITNESSEETH WHEREAS, City has requested the State to discontinue their responsibilities for the continued maintenance and operation, of Heliport Parking Facility , located within State right-of-way on SH 9/ BS 44-D , Control 0074 Section 06 in City of Corpus Christi and being more particularly described in the exhibits attached hereto and made a part hereof; and WHEREAS, the governing body of the City has indicated by Resolution/Ordinance No. , on the day of , 20 to dissolve their partnership with the State evidenced by the execution of the this Agreement with the State; and WHEREAS, the Citv will undertake to restore the area to a condition acceptable to the State prior to the execution of this agreement. MUA Termination Page 2 of 2 A. Exhibit A — Quitclaim; B. Copy of Original Multiple Use Agreement C. Copy of Resolution/Ordinance IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the day of , 20 , and the State on the . day of 20_. STATE OF TEXAS Certified as being executed for the purpose of activating and/or carrying out the orders, established policies, or work programs heretofore approved by the Texas Transportation Commission. By: By: Signature Printed Name Title Contact Name Signature Carolyn Dill, P.E. Director, Maintenance Division APPROVAL RECOMMENDED: By: District Engineer Contact Telephone Number Printed Name Date Exhibit A Texas Department of Transportation Memorandum To: Right of Way Section Date: July 30, 1996 Corpus Christi District From: Legal Section Right of Way Division Originating Subject: Transmittal of State's Deed Office: JJHO2OW Nueces County CSJ 0074-06-027 Tract 1 Business State Highway 44-D: Between Mesquite Street and Shoreline Boulevard Attached is a deed executed by the Governor on July 24, I996 quitclaiming the State's interest in certain land described therein to the City of Corpus Christi, Texas. Please deliver the State's deed to the indicated grantee. In accordance with Section 42I.09 of the Right of Way Manual, the deed should be delivered to the grantee by certified mail or by other means with a receipt for delivery signed by the grantee. When the deed has been recorded, please furnish us the recording data of the quitclaim so that we may complete our file. Please note that our quitclaim deeds will no longer contain a notary acknowledgment. We have attached a copy of V.T.C.A., Texas Property Code, Section 12.006, should the grantee have any problem with recordation of the instrument due to the omission of the acknowledgment. If we may be of any further assistance, please let us know. JJH:cj Attachment rMA _ f7OuTtf �FMR 07306 u:JVnmcMuccuI t'.wpd DM • WRE r AU ^ORPVS tc DISTRIC1 JUS NE* DOCH 1J96030348 QUITCLAIM STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES WHEREAS, in the City of Corpus Christi, NUECES COUNTY. Texas. on BUSINESS STATE HIGHWAY 44-D, the City and County acquired in the name of the State of Texas certain land for highway purposes, said land being conveyed to the State by instruments recorded in Volume 730. Pages 158 and 260; Volume 731, Page 310; Volume 734, Pages 169, 177, 179, 211, 217 and 219; Volume 35. Pages 451 and 453; Volume 740, Page 582; Volume 747, Page 334; Volume 759, Page 342; Volume 761, Page 435; Volume 768, Pages 310 and 312; Volume 769, Pages 570 and 573; and Volume 793, Page 517, of the Deed Records of Nueces County, Texas. and certain other land was claimed and used by the State, there being no record of title thereto in the name of the State; and WHEREAS, said land is no Longer needed by the Texas Department of Transportation as a part of the system. said surplus Iand being more particularly described in Exhibit A, attached hereto and made a part hereof; and WHEREAS, the City of Corpus Christi, Texas. has. by resolution, and Nueces County, Texas, has, by order. requested that the State quitclaim said surplus land to the City of Corpus Christi, Texas; and WHEREAS, V.T.C.A., Transportation Code. Chapter 202, Subchapter B, authorizes the State's quitclaim to the City of the State's rights. title and interest in the surplus land; and WHEREAS, it is the opinion of the Texas Transportation Commission that it is proper and correct that the State quitclaim its rights, title and interest in said surplus land to the City of Corpus Christi, Texas in consideration of relieving the State of the responsibility and cost of maintenance of the surplus land and in consideration of the land being originally acquired in the State's name at no cost to the State; and WHEREAS, the Texas Transportation Commission at its meeting on June 18, 1996. as shown by the official minutes of the Texas Transportation Commission, passed Minute No. 106880 recommending, subject to approval by the Attorney General, that the Governor of Texas execute a proper instrument conveying to CITY OF CORPUS CHRISTI. TEXAS all of the State's rights, title and interest in the aforementioned surplus land in consideration of the foregoing premises as authorized by V.T.C.A., Transportation Code. Chapter 202, Subchapter B; NOW, THEREFORE. I, GEORGE W. BUSH. GOVERNOR OF THE STATE OF TEXAS, by virtue of the power vested in me by law and in accordance with the laws of the State of Texas, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt of which GRANTEE. City of Corpus Christi 1201 Leopard Street Corpus Christi. Texas 78469.9277 is hereby acknowledged, have RELEASED. REMISED and QUITCLAIMED and do by these presents RELEASE, REMISE and QUITCLAIM unto CITY OF CORPUS CHRISTI. TEXAS all of the State's rights. title and interest in and to those certain tracts or parcels of land situated in Nueces County, Texas, which is more particularly described in Exhibit A, attached hereto and made a part hereof. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in any wise belonging unto said City of Corpus Christi, Texas, its successors and assigns forever. IN TESTIMONY WHEREOF, 1 have caused the Seal of the State to be affixed. Executed this the &'h day of 7"tj- 996. Attest: elq- AntonioO. Garza, Jr. Secre€`ary of State ORGE W. BUSH ERNOR OF TEXAS Recommended f l A .p Approved: m. G. Burnett, P.E. Executive Director Dan Morales Attorney General By: istant tomey General. EXHIBIT A BEING A PORTION OF THAT LAND SITUATED AND LYING IN CITY STREET RIGHT- OF-WAY WHICH WAS INCORPORATED INTO THE STATE OF TEXAS HIGHWAY SYSTEM, SAID CITY STREET RIGHT-OF-WAYS CONSISTING OF ALL THOSE PORTIONS OF, AUBREY STREET, WATER STREET AND CHAPARRAL STREET, SITUATED AND LYING WITHIN AN AREA BOUNDED ON THE NORTH BY THE SOUTH RIGHT-OF-WAY LINE OF BELDEN STREET, ON THE EAST BY THE WEST RIGHT-OF- WAY UNE OF SHORELINE BOULEVARD, ON THE SOUTH BY THE CURRENT SOUTH RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY NO. 37 (AUBREY STREET) AND ON THE WEST BY THE EAST RIGHT-OF-WAY LINE OF MESQUITE STREET AS SHOWN ON MAP OF BEACH PORTION, OF THE CITY OF CORPUS CHRLSTI, WHICH I5 RECORDED IN VOLUME A, PAGES 2 & 3, OF THE MAP RECORDS OF NUECES COUNTY, TEXAS AND ON MAP OF WATER BEACH ADDITION, WHICH IS RECORDED IN VOLUME 9, PAGES 38 THRU 40, OF THE MAP RECORDS OF NUECES COUNTY, TEXAS, AND BEING ALL OF THOSE CERTAIN TRACTS OF LAND, OUT OF SAID BEACH PORTION AND WATER BEACH ADDITION, ACQUIRED BY THE STATE OF TEXAS, FOR THE CONSTRUCTION AND MAINT$1ANCE OF INTERSTATE HIGHWAY NO. 37, SITUATED AND LYING BETWEEN SAID MESQUITE STREET AND SHORELINE DRIVE, SAID TRACTS OF LAND BEING MORE PARTICULARLY DESCRIBED IN INSTRUMENTS RECORDED IN THE DEED RECORDS OF NUECES COUNTY, TEXAS AT THE FOLLOWING VOLUMES AND PAGES: DESCRIPTION WATER BEACH ADDIITION, BLOCK 11 ALL OF LOTS 1 THRU 12 VOL PAGE 793 517 BEACH PORTION, BLOCK 27 112 OF LOT 5 730 260 ALL OF LOT 6 759 342 WEST 1R OF LOT 7 768 3I0 EAST IR OF LOT 7 & ALL OF LOT 8 768 312 1/2 OFLOT9 731 310 BEACH PORTION, BLOCK 31 ALL OF LOT 1 & SOUTH 113 OF LOT 2 740 582 NORTH 213 OF LOT 2 734 177 ALL OF LOTS 3, 4, 9 & 10 734 179 ALL OF LOTS 5 & 8 730 158 ALL OF LOT 6 734 211 ALL OF LOT 7 735 451 ALL OF LOTS II & 12 747 334 BEACH PORTION, BLOCK 32 ALL OF LOTS 1 & 2 735 453 ALL OF LOT 3 769 573 ALL OF LOT 4 769 570 ALL OF LOTS 5, 6, 7 & 8 734 217 ALL OF LOTS 9 & I0 734 219 ALL OF LOT 11 734 169 ALL OF LOT 12 761 435 w1� �n �� �� A:q,�O�dai�s My1 Rif►1. d ti ui 31 vtigoisitage under �ft�ln �ilyd sultsECfS�atltiesll�9ed Rids a1 V411eM � sttItts t puce: S tnt tisil t ial vas MAI �e s// hr�/0 thoces Doct$ 1996030348 S Pages: 4 Date : OB -06-1996 Time : 03:35:56 P.M. Filed & Recorded in Official Records of NUECES County,TX. ERNEST M. HRIOHES COUNTY CLERK Rec. $ 15.00 9l6 City of Corpus Christi 1201 Leopard Street P. O. Box 9277 Department of Engineering Services PROPERTY & LAND ACQUISITION DIV. Corpus Christi, Texas 78469-9277 us iai saurre Me LEGEND: r , PROPERTY TO GSA In TXDOT PROPERTY TO BE QUITCLAIMED TO CITY TXDOT EASEMENT TO BE RELEASED TO CITY — — PROPOSED SITE FOR I— — I NEW FED. COURTHOUSE PM OLD BR44 WEST BD. LN. Ell PROPOSED WEST 9D. LN. EXIST. 9844 EAST BD. LN. ITO REMAIN} ST. CHAPARRAL PROPOSED LANDSCAPED PARK AREA ORELINO '�ti sH GHK1S CORPUS CITY OF CORPUS CHRISTI GATEWAY PROJECT copyright 1984-1996 Qty of Corpus Christi Rev 8/9/96 SCALE: V=200' Exhibit B This Multiple Use Agreement is not able to be located. Exhibit C ,Texas Department of Transportation 125 EAST 111H STREET I AUSTIN, TEXAS 78701 2483 1 (512) 463-8588 1 WWW.TXD0T.G0V September 25, 2014 John N. Maggiore Capital Programs - Project Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, TX. 78401 RE: Multiple Use Agreement Termination Request SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility City of Corpus Christi, Texas Dear Mr. Maggiore, During our annual inspection of the Multiple Use Agreements (MUAs), it was ascertained that SH 9/BS 44-D has been turned over to the City of Corpus Christi and is no longer State ROW. There are two MUAs for SH 9/BS 44-D Heliport Parking Facility and Public Parking Facility. These agreements were executed in 1957 and 1958, respectively. The Corpus Christi District of TxDOT, therefore, respectfully request that termination procedures be initiated in order to terminate these two MUAs. Copies of these MUAs can be made available if required for termination procedures. Included with this request letter is the quitclaim executed on 24 July, 1996 stating the portion of ROW in question has been turned over to the City of Corpus Christi. If you have any questions regarding this matter, feel free to contact me at (361) 808-2384 or at the following address: Texas Department of Transportation Corpus Christi Area Office 1701 S. Padre Island Drive, Bldg. 3 Corpus Christi, TX 78416 Attachment - Quitclaim executed 24 July, 1996 Sincerely, 4/&41---X, P6_ Janan Sahtout Lee, P.E. Assistant Area Engineer Corpus Christi OUR GOALS MAINTAIN A SAFE SYSTEM • ADDRESS CONGESTION • CONNECT TEXAS COMMUNITIES • BEST IN CLASS STATE AGENCY An Equal Opportunity Employer MUA Termination Page 1 of 2 TERMINATION OF THE MULTIPLE USE AGREEMENT BETWEEN THE STATE AND THE City of Corpus Christi FOR THE Public Parking Facility. STATE OF TEXAS COUNTY OF TRAVIS This Agreement terminates the previously executed Multiple Use Agreement for construction, maintenance, and operation of Public Parking Facility on the Texas Department of Transportation right-of-way, in Nueces County, originally dated the 18th day of December , 1957 , by and between the Texas Department of Transportation, hereinafter referred to as "State" and the City of Corpus Christi , hereinafter referred to as City . WITNESSEETH WHEREAS, City has requested the State to discontinue their responsibilities for the continued maintenance and operation, of Public Parking Facility , located within State right- of-way on SH 9/ BS 44-D , Control 0074 Section 06 in _City of Corpus Christi and being more particularly described in the exhibits attached hereto and made a part hereof; and WHEREAS, the governing body of the City has indicated by Resolution/Ordinance No. , on the _ day of _ , 20 to dissolve their partnership with the State evidenced by the execution of the this Agreement with the State; and WHEREAS, the City will undertake to restore the area to a condition acceptable to the State prior to the execution of this agreement. MUA Termination Page 2 of 2 A. Exhibit A — Quitclaim; B. Copy of Original Multiple Use Agreement C. Copy of Resolution/Ordinance IN WITNESS WHEREOF, the parties have hereunto affixed theft signatures on the day of , 20 , and the State on the day of , 20. STATE OF TEXAS Certified as being executed for the purpose of activating and/or carrying out the orders, established policies, or work programs heretofore approved by the Texas Transportation Commission. By: By: Signature Printed Name Title Signature Carolyn Dill, P.E. Director, Maintenance Division APPROVAL RECOMMENDED: Contact Name By; District Engineer Contact Telephone Number Printed Name Aps .ved as to form. ! 'ri7 Assistant City Attorney For City Attorney Date Exhibit A ,Texas partment ansportation Memorandum To: Right of Way Section Date: July 30, 1996 Corpus Christi District From: Legal Section `7K Right of Way Division Originating Subject: Transmittal of State's Deed Office: JJHIROW Nueces County CSJ 0074-06-027 Tract 1 Business State Highway 44-D: Between Mesquite Street and Shoreline Boulevard Attached is a deed executed by the Governor on July 24, 1996 quitclaiming the State's interest in certain land described therein to the City of Corpus Christi, Texas. Please deliver the State's deed to the indicated grantee. In accordance with Section 421.09 of the Right of Way Manual, the deed should be delivered to the grantee by certified mail or by other means with a receipt for delivery signed by the grantee. When the deed has been recorded, please furnish us the recording data of the quitclaim so that we may complete our file. Please note that our quitclaim deeds will no longer contain a notary acknowledgment. We have attached a copy of V.T.C.A., Texas Property Code, Section 12.006, should the grantee have any problem with recordation of the instrument due to the omission of the acknowledgment. If we may be of any further assistance, please let us know. JJH:cj Attachment f?C)UTIr 07306 uN71VnmolnueceL.wpd 1 F D -A4 r P,u ^ORPJS Gig, DISTRICT WRE iJOS v !IBS 1 DOC# /96030348 QUITCLAIM STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES WHEREAS. in the City of Corpus Christi, NUECES COUNTY. Texas. on BUSINESS STATE HIGHWAY 44-D. the City and County acquired in the name of die State of Texas certain land for highway purposes. said land being conveyed to the State by instruments recorded in Volume 730, Pages 158 and 260; Volume 731. Page 310; Volume 734. Pages 169, 177, 179, 211, 217 and 219; Volume 35. Pages 451 and 453; Volume 740, Page 582; Volume 747, Page 334; Volume 759, Page 342; Volume 76I. Page 435; Volume 768, Pages 310 and 312; Volume 769, Pages 570 and 573; and Volume 793, Page 517. of the Deed Records of Nueces County, Texas. and certain other land was claimed and used by the State, there being no record of title thereto in the name of the State; and WHEREAS, said land is no longer needed by the Texas Department of Transportation as a part of the system. said surplus land being more particularly described in Exhibit A, attached hereto and made a part hereof; and WHEREAS, the City of Corpus Christi. Texas. has. by resolution. and Nueces County, Texas, has. by order. requested that the State quitclaim said surplus land to the City of Corpus Christi, Texas; and WHEREAS. V.T.C.A., Transportation Code, Chapter 202, Subchapter B, authorizes the State's quitclaim to the City of the State's rights. tide and interest in the surplus land; and WHEREAS, it is the opinion of the Texas Transportation Commission that it is proper and correct that the State quitclaim its rights, title and interest in said surplus land to the City of Corpus Christi, Texas in consideration of relieving the State of the responsibility and cost of maintenance of the surplus land and in consideration of the land being originally acquired in the State's name at no cost to the State; and WHEREAS, the Texas Transportation Commission at its meeting on June 18, 1996, as shown by the official minutes of the Texas Transportation Commission, passed Minute No. 106880 recommending, subject to approval by the Attorney General, that the Governor of Texas execute a proper instrument conveying to CITY OF CORPUS CHRISTI, TEXAS all of the State's rights. tide and interest in the aforementioned surplus Iand in consideration of the foregoing premises as authorized by V.T.C.A., Transportation Code, Chapter 202, Subchapter B; NOW, THEREFORE, I. GEORGE W. BUSH, GOVERNOR OF THE STATE OF TEXAS, by virtue of the power vested in me by law and in accordance with the laws of the State of Texas, for and in consideration of the foregoing premises, and other good and valuable consideration. the receipt of which GRANTEE City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78469-9277 is hereby acknowledged, have RELEASED. REMISED and QUITCLAIMED and do by these presents RELEASE, REMISE and QUITCLAIM unto CITY OF CORPUS CHRISTI. TEXAS all of the State's rights, title and interest in and to those certain tracts or parcels of land situated in Nucces County, Texas, which is more particularly described in Exhibit A, attached hereto and made a part hereof. TO HAVE AND TO HOLD the above described premises. together with all and singular the rights and appurtenances thereto in any wise belonging unto said City of Corpus Christi, Texas. its successors and assigns forever. 1N TESTIMONY WHEREOF. 1 have caused the Seal of the State to be affixed. Executed this the ' day of 7ve.� 996. Attest: (Y -n- • Antonio O. Garza. Jr. Secreary of State ORGE W. BUSH ERNOR OF TEXAS Executive Director Approved: Dan Morales Attorney General 13y: istant mey General EXHIBIT A BEING A PORTION OF THAT LAND SITUATED AND LYING IN CITY STREET RIGHT- OF-WAY WHICH WAS INCORPORATED INTO THE STATE OF TEXAS HIGHWAY SYSTEM, SAID CITY STREET RIGHT-OF-WAYS CONSISTING OF ALL THOSE PORTIONS OF, AUBREY STREET, WATER STREET AND CHAPARRAL STREET, SITUATED AND LYING WITHIN AN AREA BOUNDED ON THE NORTH BY THE SOUTH RIGHT-OF-WAY LINE OF BELDEN STREET, ON THE EAST BY THE WEST RIGHT-OF- WAY LINE OF SHORELINE BOULEVARD, ON THE SOUTH BY THE CURRENT SOUTH RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY NO. 37 (AUBREY STREET) AND ON THE WEST BY THE EAST RIGHT-OF-WAY LINE OF MESQUITE STREET AS SHOWN ON MAP OF BEACH PORTION, OF THE CITY OF CORPUS CHRISTI, WHICH IS RECORDED IN VOLUME A, PAGES 2 & 3, OF THE MAP RECORDS OF NUECES COUNTY, TEXAS AND ON MAP OF WATER BEACH ADDITION, WHICH IS RECORDED IN VOLUME 9, PAGES 38 THRU 40, OF THE MAP RECORDS OF NUECES COUNTY,TEXAS, AND BEING ALL OF THOSE CERTAIN TRACTS OF LAND, OUT OF SAID BEACH PORTION AND WATER BEACH ADDITION, ACQUIRED BY THE STATE OF TEXAS, FOR THE CONSTRUCTION AND MAINTENANCE OF INTERSTATE HIGHWAY NO. 37, SITUATED AND LYING BETWEEN SAID MESQUITE STREET AND SHORELINE DRIVE, SAID TRACTS OF LAND BEING MORE PARTICULARLY DESCRIBED IN INSTRUMENTS RECORDED IN THE DEED RECORDS OF NUECES COUNTY, TEXAS AT THE FOLLOWING VOLUMES AND PAGES: DESCRIPTION WATER BEACH ADDITION, BLOCK 11 ALL OF LOTS 1 T} U 12 VOL PAGE 793 517 BEACH PORTION, BLOCK 27 112 OF LOT 5 730 260 ALL OF LOT 6 759 342 WEST 1/2 OF LOT 7 768 310 EAST 112OFLOT 7&AIL OFLOT 8 768 312 112 OF LOT 9 731 310 BEACH PORTION, BLOCK 31 ALL OF LOT 1 & SOUTH 113 OF LOT 2 740 582 NORTH 2/3 OF LOT 2 734 177 ALL OF LOTS 3, 4, 9 & 10 734 179 ALL OF LOTS 5 & 8 730 158 ALL OF LOT 6 734 211 ALL OF LOT 7 735 451 ALL OF LOTS 11 & 12 747 334 BEACH PORTION, BLOCK 32 ALL OF LOTS 1 & 2 735 453 ALL OF LOT 3 769 573 ALL OF LOT 4 769 570 ALL OF LOTS 5, 6, 7 & 8 734 217 ALL OF LOTS 9 & 10 734 219 ALL OF LOT 1 I 734 169 ALL OF LOT 12 76I 435 41 11 a 5ai �W x 31 81. 'ONO 01131010 siLigost or us, irscritied �� � Ff.DERA ani • 0114 5931 -art E Hh41N" 461T a1 �D 0031 et 100 Wog Pum wince a pEO to 0.- was 01.01,1elisH Doc# 1996030348 S Pages: 4 Date : 08-06-1996 Time : 03:35:56 P.M. Filed Recorded in Official Records of NUECES County,TX. ERNEST N. BRIONES COUNTY CLERK Rec. $ 15.00 9/6 City of Corpus Christi 1201 Leopard Street P. O. Box 9277 Department of Engineering Services PROPERTY & LAND ACQUISITION DIV. Corpus Christi, Texas 78469-9277 LEGEND: 1 PROPERTY TO GSA us 181 QUITCLAIMED TO CITY TXDOT EASEMENT TO BE RELEASED TO CITY TXDOT PROPERTY TO BE - PROPOSED SITE FOR I- - I NEW FED. COURTHOUSE r 0 OLD BR44 WEST BD. LN. MESQUITE gT. PROPOSED WEST BO. LN. EXIST. BR44 EAST BD. LN. ITO REMAIN) PROPOSED LANDSCAPED PARK AREA 0 m SHORELINE BLVD. GH sK CORPUS S BAY CITY OF CORPUS CHRISTI GATEWAY PROJECT copyright 15394-1995 Ctty of Carpus Christi Rev B/9/96 SCALE: 1"=200' Exhibit B Multiple Use Agreement Freeway Facility, Public Parking and Landscaping SH 9 (SS 407) AKA Leopard St Executed: 1958 Jan 08 (Mislabeled as 1957 Dec 18) County: Nueces .1 - t ifs SUPPLIBENTAL AGREE,MIT For Parking Facility within Freeway night of Way STATE OF TECAS j COUNTY OF MIMES f This supplemental agreement made this 1% day of per' i, fj ioC ,195.4Z, by and between the State of Texas, hereinafter referred to as the "State", party of the first part, and the City of Corpus Christi, Nueces County, Texas, acting by and through it's duly authorized officers under an ordinance passed the 164 day of , 195_7, hereinafter called the "City", party of the second part. WITNESSETH Whereas, the City and the State under date of October 19, 1955, executed an agree- ment establishing joint responsibilities and authorities for the construction, main- tenance, existence and/or use of a proposed Freeway facility from Shoreline Boulevard to the vicinity of Waco Street over a new location for State Highway 9; and Whereas, the City desires to make temporary use of certain portions of the right of way provided for this project, (such portions of right of way not being needed for Freeway construction at this time) and is willing to construct at its own expense the mutually agreed facilities for public vehicular parking accommodations; and Whereas, the City considers the development of these parking areas essential to relieve congested parking conditions near the County Court House and in the downtown business district, and it is the State's desire to be of assistance in providing these needed public parking accommodations; Now, Therefore, for the purpose of permitting the development of temporary vehicular parking facilities on portions of the Freeway right of way not immediately required for Freeway construction, such parking areas and facilities to be hereinafter referred to as "Parking Facility", the parties hereto agree as follows: 1. The City and the State shall concur in the design of the parking facility, including access control, type and extent of paving, curbing and fencing and such concurrence shall be confirmed by joint approval of layout and plan sheets attached her -to and marked Exhibit "A" and made a part of this agreement. It is mutually understood by -the parties hereto that the development and use of these areas for vehicular parking shall be in such manner calculated to beat protect the public's interest and will not damage the highway project facilities, impair safety, impede -- Ex iBiT J3 maintenance or in any way restrict the operation of the highway project facility. It is also mutually understood that the development and use of these areas, within the highway right of way, for public vehicular parking is limited to the interim of time between this and the next succeeding stage of freeway construction over and along such right of way areas and, to such extent, is properly classified as a temporary use. At such time as further freeway construction is inaugurated, all involved parking areas shall be discontinued for such use. 2. Construction work which is made necessary by reason of the be the City's financial responsibility and will, be performedCity's wncforce will s or construction agency. The State, in conjunction with it's by struction work, will. fill in, shape and compact the areas comprising the contemplated parking facility as indicated by contour lines on Exhibit "A". All street curbs and vingstreet drainage facilities, sidewalks within street limits and areas shown to be sopadded, likewise be the responsibility of the State. All other construction work pertaining to the parking facility, including paving, concrete curbs and chain link barrier fences shall be as indicated on Ekhibit "A" and shall be the entire responsibility of the City. The City will also be responsible for maintenance, operation and policing of the parking facility, including necessary delineations for orderly parking and possible installa- tion of parking meters. To facilitate construction of the Freeway Project, it will be necessary for the City to defer inauguration of it's work in developing the parking facility until such time as construction on the Freeway project has been completed. There is, however, one excep- tion. The lot immediately East of the Court House, designated as Lot 2 on Exhibit "A" maybe developed at an earlier date if the City so desires. The City agrees to con- struct the parking facilities on all other lots, has herein provided, immediately after completion of the Freeway project. 3. Parking regulations shall be enforced by the City limiting parking to single unit motor vehicles of size and capacity no greater than prescribed for l4 ton trucks, such vehicles to conform in size and use to governing State statutues. Re shall be enforced by the City prohibiting the parking of vehicles carrying highlyyiinfloammable ns or explosive loads, and prohibiting use of the parking facility in any manner for pedd- lirkingj- adverti Wig, or any other purpose not in keeping with the objective of a public 4. Should it be found at any future time that traffic conditions have so changed that the existence or use of the parking facility is impeding maintenance, restricting operation, or is damaging the highway project facilities, or is not in the est it is herebypublic inter— s agreed that either (1) corrective action acceptable to both parties shall be taken to eliminate the objectionable features of the parking facility, or (2) upon written 30-day notice by either party this supplemental agreement shall terminate and the use of the area for a parking facility shall be discontinued. 5. It is understood that this supplemental agreement pertains only to the parking facility, including points of ingress and egress, and in no other way modifies or super- sedes the terms and provisions of the agreement as executed by the City and the State for the highway project facility, dated October 19, 1955. This supplemental agreement shall be attached to the highway project agreement and made a part thereof in all re- spects. 6. The City agrees to indemnify the State against any and all damages and claims for damages arising mit of, incident to or in anyway connected with the installation, the construction, the existence, the use and/or maintenance of the parking facility, and the City does hereby agree to indemnify the State against any and all court costs, attorneys' fees and all expenses in connection with suits for such damage and shall, if requested to do so in writing, assist or relieve the State from defending any such suits brought against it. Nothing herein contained shall be construed to place upon the State any manner of liability for injury to or death of persons or for damage to or loss of property arising _ out of or in any manner connected with the maintenance or use of the parking facility, and the City will save the State harmless from any damages arising from said maintenance and/or use of said.parking facility. It is understood between the parties that should the current negotiations between the Texas City Attorneys' Association and the State Highway Department produce a different indemnification provision which is acceptable to both parties, said provision shall be attached to and become a part of this agreement in lieu of the above two paragraphs. IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, the City of Corpus Christi on the I on the 94 day of art, -id iiji V/57 ATTEST: day of 195 Q. ., 195 , and the Highway Department J. Y>r \ej vx< CITY OF s' RPUS CHRISTI BY City Manager THE STATE OF TEXAS Certified as being executed for the purpose and effect of activating and/or carrying out the orders, established policies, or work pro- grams heretofore approved and authorized by the State Highway Commission: BY Adminis tive F gineer APPROVAL RECOMMENDED: 77 Q. District bngineer T�. /lug' Desi . reF Ings4ee� g21 4ytiufey +I e"1°7 bhgineer, Land Service Roads --PAV LL.r I L! A.:18 ai ci4.y ev.pen 5e. —Poop. Ceram Cufb n VIA' A AkC-, �. Co?PUS CllR11:-1 7 As t -'1 SUPPLEMENT TO PROD EGT U 657 (IsJ EXHIBIT PLAN FoR VEH[GUI.AR PARKING TAC1L1T1F5 AROPoStD BY Cilx OF GO'QpUS CHR iSTI TO AccOWANY 5U?PWINvAL A61EMT PLAN SCALA "• 40* S HttET L of 3 SHmFCS FED. RD. DIY. NO. STATE FEDERAL PRQJECT NO. SHEET NO. 6 TEXAS U LP57 (4 5) STATE DIST. NO. COUNTY CONT. SECT. JOB HIGHWAY NO. 1 C Huse es _,'74• 4 27 ;`Y', g , .4• t:Aer 1.; If "rap LOT VD ( col 7_3(.;.511. Ilanc 31r. rldw1 %+2.‘ 1)k 0 VI �x ,a -Prop 'A er rice. LOT\ 2 Rrp. C Y: c Cu -� -PAW .� ' AREA ', fir A3d+-1-;o'+a1 tn''l-nanco .° 8 al- c14 -y ey pence. `i trip.. Co (lc CZ,(17" .. .===.. 4...._. r-YiST__ E . r- P h 5IDEW41..15 11 1 8 Lil H 0 U) s- COU iiia COU RT 1- r toL G "de-cf_'•on 5 .,� o� cV rb� Mth• " a DC 4L 241. i • "- c, +ib �� 41' Bz. i .p . r O 2.43 r Q Sod � �1 p. • G'o e. Coq -A. LOv--?A\rc,\ ... ton e CUvb 4 ?rc''• ti Sar 'u r 1.1 Y -7)1'1)V= �3c `,,�zr �mce' _ 1 CoA Sod RP i fEk C t4 i r=soirtmeez...'""-4"...."'"4• 7°' \11 9:0P, 4' a•rr i.er-�c�'� P%'4 • k 11. IO' ;LOT - - pgpVED ..,A ii-ak t 3 , barr�� Inc te _ -ihr Co. +rbc 1 LL...—.`_ • . E1 Iu' CCIV1 + Curb 1 Sri of 2- I} 142 Th\ Exhibit C HELIPORT PARKING FACILITY AND PUBLIC PARKING FACILITY CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS !" PAGE 1OF1 Corpus Chr sti Capital Programs Heliport Parking Facility Public Parking Facility located on State Highway 9/BS 44-D Council Presentation February 10, 2015 Aerial View Corpus Chr sti Capital Programs LQCATION MAP NOT TO SCALE AGENDA MEMORANDUM Future item for the City Council Meeting of February 10, 2015 Action item for the City Council Meeting of February 17, 2015 DATE: January 23, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Termination of the Multiple Use Agreement Nueces Bay Causeway Bait Stand located within State ROW on US Highway 181 CAPTION: Resolution authorizing the City Manager or designee to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right-of-way on US Highway 181. PURPOSE: The purpose of this Agenda Item is to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right-of-way on US 181. BACKGROUND AND FINDINGS: Termination of this Multiple Use Agreement was instigated by TXDoT in an effort to amend the contradiction in usage rights from TXDoT and the City, to TXDoT and the Texas General Land Office (GLO). ALTERNATIVES: 1. Authorize execution of the termination of the Multiple Use Agreement. 2. Do not authorize execution of the termination of the Multiple Use Agreement. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $0.00 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Not applicable Comments: None RECOMMENDATION: City staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Termination of the Multiple Use Agreement Location Map Resolution Presentation Resolution authorizing the City Manager or designee to execute an agreement to terminate a previously executed Multiple Use Agreement between the State of Texas and the City of Corpus Christi for the Nueces Bay Causeway Bait Stand located within State right- of-way on US Highway 181. WHEREAS, Texas Department of Transportation (TxDOT) has conducted its annual inspection of Multiple Use Agreements (MUAs); WHEREAS, TxDOT inspected the MUA for recreation and parking for the Nueces Bay Causeway (Bait Stand) located within State right of way (ROW) on US Highway 181; WHEREAS, this MUA, executed on 11 November, 1977, is in conflict with an executed Lease Agreement for the same location; WHEREAS, TxDOT has provided the City with a copy of the Lease Agreement between the State of Texas and the current lessee/user of this property; WHEREAS, the Corpus Christi District of TxDOT therefore requests that the City initiate termination procedures to terminate this MUA, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute the Termination of the Multiple Use Agreement between the State of Texas and the City of Corpus Christi for recreation and parking uses of certain property located within State right-of-way on US 181 for the Nueces Bay Causeway Bait Stand. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\NUECES BAY CAUSEWAY BAIT STAND\RESOLUTION RECREATION PARKING NUECES BAY CAUSEWAY BAIT STAND.DOCX Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn K:\ENGINEERING DATAEXCHANGE\VELMAP\TXDOT\TERMINATION MULT USE AGREEMENTS\NUECES BAY CAUSEWAY BAIT STAND\RESOLUTION RECREATION PARKING NUECES BAY CAUSEWAY BAIT STAND.DOCX Texas Department of Transportation 125 EAST 11TH+ STREET 1 AUSTIN. TEXAS 787012483 1 (512; 463 8588 1 WWW.TXDOT.GOV September 26, 2014 John N. Maggiore Capital Programs - Project Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, TX. 78401 RE: Multiple Use Agreement Termination Request US 181 (0101-06) - Nueces Bay Causeway Recreation, Parking, etc. Corpus Christi, Texas Dear Mr. Maggiore, During our annual inspection of this Multiple Use Agreement (MUA), executed on 11 November, 1977, it was ascertained that this MUA is in conflict with an executed Lease Agreement for the same location. The Corpus Christi District of TxDOT, therefore, respectfully request that termination procedures be initiated in order to terminate this MUA. A copy of this MUA can be made available if required for termination procedures. If you have any questions regarding this matter, feel free to contact me at (361) 808-2384 or at the following address: Texas Department of Transportation Corpus Christi Area Office 1701 S. Padre Island Drive, Bldg. 3 Corpus Christi, TX 78416 Sincerely, Janan Nova Sahtout Lee, P.E. Assistant Area Engineer Corpus Christi Area Office OUR GOALS MAINTAIN A SAFE SYSTEM • ADDRESS CONGESTION • CONNECT TEXAS COMMUNITIES ■ BEST IN CLASS STATE AGENCY An Equal Opportunity Employer MUA Termination Page 1 of 2 TERMINATION OF THE MULTIPLE USE AGREEMENT BETWEEN THE STATE AND THE City of Corpus Christi FOR THE Recreation, Parking, etc. (Nueces Bay Causeway) Bait Stand . STATE OF TEXAS COUNTY OF TRAVIS § This Agreement terminates the previously executed Multiple Use Agreement for construction, maintenance, and operation of Recreation, Parking, etc. (Nueces Bay Causeway) Bait Stand on the Texas Department of Transportation right-of-way, in Nueces County, originally dated the 16th day of November , 1977 , by and between the Texas Department of Transportation, hereinafter referred to as "State" and the City of Corpus Christi , hereinafter referred to as , City ^. WITNESSEETH WHEREAS, Citv has requested the State to discontinue their responsibilities for the continued maintenance and operation, of Recreation, Parking, etc. (Nueces Bay Causeway) Bait Stand , located within State right-of-way on US 181 , Control 0101 Section 06 in City of Corpus Christi and being more particularly described in the exhibits attached hereto and made a part hereof; and WHEREAS, the governing body of the City has indicated by Resolution/Ordinance No. , on the day of , 20_ to dissolve their partnership with the State evidenced by the execution of the this Agreement with the State; and WHEREAS, the City will undertake to restore the area to a condition acceptable to the State prior to the execution of this agreement. MUA Termination Page 2 of 2 A. Exhibit A — Executed Lease Agreement; B. Copy of Original Multiple Use Agreement C. Copy of Resolution/Ordinance IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the day of , 20 , and the State on the day of , 20 STATE OF TEXAS Certified as being executed for the purpose of activating and/or carrying out the orders, established policies, or work programs heretofore approved by the Texas Transportation Commission. By: By: Signature Printed Name Title Signature Carolyn DiII, P.E. Director, Maintenance Division APPROVAL RECOMMENDED: Contact Name By: District Engineer Contact Telephone Number Printed Name Approved as to form• Assistant City Attorney For City Attorney Date Exhibit A To: MEMORANDUM John P. Campbell, P.E. Director Right of Way Division Attention: Property Management Section From: Nelda R. Eureste South Region Right of Way Mani er Date: May 2, 2012 Subject: Lease Assignment Lease No. L16-178-311 Nueces County, Corpus Christi, TX Nueces Bay Bait Stand US Hwy 181 CSJ: 0101-06 Enclosed is a copy of the Lease Assignment for the above mentioned lease. Please be advised that a certificate of insurance providing the required coverage will be forwarded upon receipt from the Assignee. Please contact James Sexton at (361) 808-2207 for additional information or explanation. f ,Texas Department of Transportation 403 RUCK STREET • YOAKUM. TEXAS 77995-2973 • (361) 293-4300 May 2, 2012 Corpus Christi District Nueces County US Hwy 181 CSJ: 0101-06 Re: Assignment of TxDOT Lease No. L16-178-311 Fajitaville, LLC Lynn Frazier - President 5655 Bear Lane Suite 100 Corpus Christi, TX 78405 Dear Mr. Frazier: Enclosed for your records are copies of the Lease Agreement and Lease Assignment for the above mentioned lease. Please be informed that the lease payment of $2,150.00 is due and payable for each six months throughout the Lease term. Each six months of rent shall be due and payable in advance of March 1'I for the first six months and September 1st for the second six months. Please also be informed that a certificate of insurance providing the required coverage must be furnished to TxDOT for commercial general liability insurance insuring against injury and damage during the lease term. All liability insurance policies must be with companies licensed by the Texas Department of Insurance and must include the following endorsements: • TxDOT is to be included as an additional insured. • A waiver of subrogation in favor of TxDOT • A thirty (30) day notice of cancellation to TxDOT, if the insurance is cancelled. Should you need additional information or explanation, please contact James Sexton at (361) 808-2207. Sincerely, Nelda R. Eureste South Region Right of Way Manager THE TEXAS PLAN REDUCE CONGESTION • ENHANCE SAFETY • EXPAND ECONOMIC OPPORTUNITY • IMPROVE AIR QUALITY PRESERVE THE VALUE OF TRANSPORTATION ASSETS An Equal Opportunity Employer ,Texas Department of Transportation 403 HUCK STREET • YOAKUM, TEXAS 77995-2973 • (361) 293-4300 May 2, 2012 Corpus Christi District Nueces County US Hwy 181 CSJ: 0101-06 Re: Assignment of TxDOT Lease No. L16-178-311 Nicolas Garcia, Jr. 7 Royal Oaks Blvd. Hickory Creek, TX 75065-2929 Dear Mr. Garcia: Enclosed for your records is a copy of mentioned lease. Should you need additional information Sexton at (361) 808-2207. the Lease Assignment for the above or explanation, please contact James Sincerely, et Nelda R. Eureste South Region Right of Way Manager THE TEXAS PLAN REDUCE CONGESTION • ENHANCE SAFETY • EXPAND ECONOMIC OPPORTUNITY • IMPROVE AIR QUALITY PRESERVE THE VALUE OF TRANSPORTATION ASSETS An Equal Opportunity Employer Date: LEASE ASSIGNMENT (Limited Release) zea Assignor: Nicolas Garcia. Jr. Assignee: Lease No. L 16-178-31 I Date: ft1Q cc h St aoo e Lessor. 1 exas Department of Transportation Lessee: Nicolas Garcia, Jr. Premises. The property more particularly described on Lxhibits "A", "B". "C". •'C-1" and "U-' attached hereto and incorporated herein for all purposes. Assignor assigns to Assignee Lessee's interest in the Lease. Assignor agrees that Assignor remains liable to Lessor for the performance of all of Lessee covenants, duties and obligations accruing under the Lease prior to the date hereof, including without limitation, the indemnity provisions. provided however. that Assignor is hereby released from all such liability accruing after the date or -this Assignment. Assignee agrees to assume Lessee's obligations under the Lease and to accept the premises in their present "AS IS" condition. Lessor consents to this Assignment and to the above-described limited release of'Assignor. ASSIGNOR: Name of company: B): /C4`,/, _ c . l` '7/7/1•4...' (signature) Printed name: Nicolas Garcia. Jr. ASSIGNEE: Name of company: LGG 1,y4 .66fsee Title: fide: ?"1.4.,.v.).-4.— '� LESSOR: Texas Department of Transp tion By: Z _� btu e) Printed name: LonvOt J- C r[iefe.I [t Title: xr► Jeir:+An (�. :%rrt..c-T 'Er n¢e✓ EXHIBIT A Nueces Bay Bait Stand Vicinity Map EXHIBIT B Nueces Bay Bait Property ueceS B • t IM1-1 r1 EXHIBIT B-1 Nueces Bay Bait Property Aerial View Texas Parks and Wildlife Ramp and associated structures • F. Ar it EXHIBIT C Drawing of Nueces Bay Bait Stand Property • sit 0. HWM Nueces Bay • .1.41444 5 4 T". A Ft' 44440 .4144514, "'NO 51 4 ; Ina 4 11,* .;„ 4 so..411•441, 4 Dlrt Parking Lot ••, 4444444.44 Rol Natural Shoreline/HWM Uhl 41441 35 - .4 I 1131.4=715 It • 1l 7, Min 3 4 -fit ••••• ,, +el ..... ••• • bored Menge - • 1411. • • x TITLE Schena. Kenneth - LC900015 DATE OF INSPECTION. August 11. 2000 COMPANY: Texas Genera. Land Office CREATOR. Yemeni DRAWING SCALE. : 11211 -EXHIBIT C— Nueces Bay Tide: normal vrsbility 1 ft Unvegeteted Submerged Scattered Oers EXHIBIT C-1 Drawing of Texas Parks and Wildlife Department Boat -ramp Concrete L -Heed + *-5S'HAN tea craaacotont Rp-Rap 117 171) PendinelMUkkaaty-Nagr3t5lon(it 4cr I•M1 1 Mt Upland (Parking Lot) Legal DescriptiurxNueces gay, Tract 788, South Side, West Side of Causeway, Adjacent to US 181 h Carpus Christi upuira vigtheam.queptela Oaang Lop *Iah.it upland es aion:. z imu -E Nueces County--Cf20010009 (SBF owl 6-137-178) DATE OF INSPECTION: D5-01-2006 4PANY: Texas General Land Office WING SCAT F. lin • Mit a 1 1 1 t • 1 ! t 4-11—t CREATOR: H. Wadzinski modified by Buschang ID(HIBri" D Diagram of Nueces Bay Bait Stand Property I Exhibit B U.S. DEPARTMENT OF TRANSPORTATION FEDERAL HIGHWAY ADMINISTRATION 626 FEDERAL OFFICE BUILDING AUSTIN. TEXAS 7a701 Multiple Use Agreement City of Corpus Christi, Texas Project FAP -204 Nueces County Control 101-6 U.S. 181: Near the south end of Nueces Bay Causeway Mr. B. L. DeBerry Engineer -Director State Department of Highways and Public Transportation Attention: Hr. Byron C. Blaschke Dear Sir: December 2, 1977 IN HMV 11111 10 HRW-TX /ov, I'?g9.7 Pini 03 The subject Multiple Use Agreement submitted with your letter of November 28, 1977, is approved, subject to Federal Highway Administra- tion receipt of and concurrence in the construction plans for this proposed facility as provided in Item 1 of the Agreement. We further concur that the proposed facility is considered to be a non -major action and a Negative Environmental Declaration is not required. Sincerely yours, /24 )456L1( John J. Conrado Division Administrator By: Jack D. Staples COMMISSION REAGAN HOUSTON CHAIRMAN DEWITT C GREER CHARLES E SIMONS • STATE DEPARTMENT OF HIGHWAYS AND PUBLIC TRANSPORTATION AUSTIN. TEXAS 71701 November 28, 1977 Multiple Use Agreement City of corpus Christi US 1812 Near the south end of Nueces Bay Causeway Control 101-6, Nueces County Mr. John J. Conrado Division Administrator Federal Highway Administration Austin, Texan 78701 Attentions Mr. Jack Staples R VE, DISTRICZ• 16' CCRPU§ CHRISTI ENG.NEER.OI ECTOR H- L.❑EBERRY . Nov 3'(j 1977 at47 -e1 z'et.I{IGWVAYS rAND. PUELjC thANSPERTATt1]li, IN REPLY REFER TO FILE NO 4,D -18M k - i5' Dear Sir: Attached ie a copy of a Multiple Use Agra406et for thearea' "t within the right of way of US Highway 181 from "the noriaal - shoreline to the south -end of the Nueces Hay Cause:fay.' The maintenance, operation and funding of thio facility sbali- be entirely the responsibility of the City:, Th.'conitit3Ctian ' . 3 plans will be submitted to this -office priof to ,tbe initi'ations,5 L` of work. This is considered to be a'.aon• major actions 2nd such, a Negative Environmental beclaretion ie not rimed. .-a �-"- f Your approval of this agreet . i■ roqueitid. BLnCerely LP i , )IL . Atter I n{ otri r!t 16 St sM _ B. L. DeBerry{_ +�;- Engineer-Dir ctor . -t-("Z-7-r---11--....;m Byron . Blae;} et'' of Maintenance Operation COMMISSION REAGAN HOUSTON CHAIRMAN CEWITT C GREER CHARLES E SIMONS STATE DEPARTMENT OF HIGHWAYS AND PUBLIC TRANSPORTATION .L,.rti. FEXAS MIR December 12, 1977 Multiple Use Agreement City of Corpus Christi US 181: Near the south end of Nueces Bay Causeway Control 101-6, Nueces County Mr. Roger Q. Spencer, Jr. District Engineer Corpus Christi, Texas Dear Mr. Spencer: :N3INEER DIRECTOR B L OEBCIRRY iI REPLY REFER TO RLE NO D -18M Attached are two executed copies of a Multiple Use Agreement for the area within the right of way of US Highway 181 from the normal shoreline to the south end of the Nueces Bay Cause- way. This Agreement is approved subject to Federal Highway Administration receipt of and concurrence in the construction plans for this facility as provided in Section I-1 cE the Agreement. Please submit one of the agreements to the City for their files. RECEIVED Dr.TRICT 15 CORPUS CHRISTI DEC 1 t 1977 STATE DEPT. of HIGHWAYS AND PUBLIC TRANSPORTATION ML Attach. Sincerely yours, B. L. DeBerry Engineer -Director By: By on C. Blaschke, Chief Engineer of Maintenance Operations '" P. O. Box 7708 Corpus Christi, Texas 7415 December 15, 1977 Control 101-6 US 181 Nueces County Multiple Use Agreement City of Corpus Christi Mr. L. W. Hennings Director, Department of Inspections and Operations City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78409 Dear Mr. Hennings: Attached is your executed copy of the multiple use agreement for the area within the right of gray of US 181 from the normal shoreline to the south end of the Naeces Bay Causeway. This agreement is approved subject to the State and the Fadaral Highway Administration receipt of and concurrence in the construction plans for this facility as provided in Section X-1 of the agreement. Sincerely, Eoger Q. Spencer, Jr. District Enginear District Number Sixteen iiCZ :dh Attachment MULTIPLE USE AGREEMENT THE STATE OF TEXAS 1 COUNTY OF NIECES 1 This agreement made this (.--rev day of , A.D. 19'7 , by and between the State Department of Highways and Public Transportation, here- inafter referred to as "State", party of the first part, and the City of Corpus Christi, hereinafter called the "City", party of the second part. WITNESSETH WHEREAS, the City has requested the State to approve and assist in development and operation as a multiple use area, for recreation, parking, and other public purposes, the area within the right of way of US Highway 181 from the normal shoreline to the south end of the Nueces Hay Causeway, as shown on the attached layout. WHEREAS, the State has indicated its willingness to approve the establishment of such facilities and other uses conditioned that the City will enter into agree- ments with the State for the purpose of determining the respective responsibilities of the City and State with reference thereto, and conditioned that such uses are in the public interest and will not damage the highway facilities, impair safety; impede maintenance or in any way restrict the operation of the highway facility, all as determined from engineering and traffic investigations conducted by the State. AGREEMENT NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto to be by them respectively kept and performed as hereinafter set forth, it is agreed as follows: 1. The parties hereto will prepare or provide for the construction plans for the facility, and will provide for the construction work as re- quired by said plans. Said plans shall include the design of the access control, necessary horizontal end vertical clearances from highway structures, adequate landscape treatment, adequate illumina- tion, and general layout; and they shall also delineate and define the construction responsibilities of both parties hereto and when approved, shall be attached to the agreement and made a part thereof in all respects. Any future revisions or addition of permanent im- provements shall be made after prior approval of the State. 2. Ingress and egress shall be allowed at all times to such facility for State forces and equipment when highway maintenance operations are necessary, and for inspection purposes; and upon request, all parking or other activities for periods required for such operations will be prohibited if it would interfere with the conduct of said operations. 3. Parking regulations shall be established limiting parking to single unit motor vehicles of size and capacity no greater than prescribed for 1-1/2 ton trucks, such vehicles to conform in size and use to governing laws. 4. Regulations shall be established prohibiting the parking of vehicles transporting inflammable or explosive loads and prohibiting use of the area in any manner for peddling, advertising, or other purposes not in keeping with the objective of a public facility. The erection of signs other than those required for proper usage of the area will be prohibited. All signs shall be approved by the State. 5. Maintenance and operation of the facility shall be entirely the re- sponsibility of the City. Such responsibility shall not be transferred,- assigned or conveyed to a third party without approval of the State. Further, such responsibility shall include picking up trash, mowing, and otherwise keeping the facility in a clean and sanitary condition, and surveillance by police patrol to eliminate the possible creation of a nuisance or hazard to the public. Hazardous or unreasonably objectionable sw ke, fumes, vapor or odors shall not be permitted to rise above the grade line of the highway, nor shall the facility sub- ject the highway to hazardous or unreasonably objectionable dripping, droppings or discharge of any kind, including rain or snow. 6. Any fees levied for use of the facilities in the area shall be nominal and no more than are sufficient to defray the cost of construction, maintenance and operation thereof, and shall be subject to State approval. 7. This provision is expressly made subject to the rights herein granted to both parties to terminate this agreement upon notice, and upon the exercise of any such right of either party, all obligations herein to make improvements to said facility shall immediately cease and terminate. 8. All structures located or constructed within the area covered by the agreement shall be constructed in accordance with the Southern Standard Building Code. The storage of inflammable materials or other operations deemed to be a potential fire hazard shall be subject to regulation by the State. No structures shall be located under the Nueces Bay Causeway nor within 100 feet of the causeway. All structures within the facility shall be maintained in good condition and the exterior material painted when required. 9. If in the sole judgement of the State it is found at any future time that traffic conditions have so changed that the existence or use of the facility is impeding maintenance, damaging the highway facility, impairing safety, or that the facility is not being properly operated such that it constitutes a nuisance, or if for any other reason it is the State's judgment that such facility is not in the public interest, this agreement under which the facility was constructed may be: (1) modified if corrective measures acceptable to both parties can be applied to eliminate the objectionable features of the facility, or (2) terminated and the use of the area as proposed herein discontinued. 10. Upon written notification by either party hereto that such facility should be discontinued, each party shall, within one year, clear the area of all facilities that were its construction responsibilities under this agreement, as necessary to restore the area to a condition satisfactory to the State. 11. It is understood that this agreement in no way modifies or supersedes the terns and provisions of any existing agreements between the parties hereto. 12. The City shall, insofar as it is legally permitted and subject to such limitations, indemnify the State against any and all damages and claims for damages, including those resulting from injury to or death of persons or for loss of or damage to property, arising out of, incident to or in any manner connected with its construction, maintenance or operation of the facility, which indemnification shall extend to and include any and all court costs, attorney fees and expenses related to or connected with any claims or suits for damages and shall, if requested in writing by the,( State to do so, assist the State with or relieve the State from defending any suit brought against it. Neither party hereto intends to waive, re- linquish, limit or condition its right to avoid any such liability by claiming its governmental immunity. When notified by the State to do so, the other party hereto shall promptly pay the State for the full cost of repairing any damages to the highway facility which may result from its construction. maintenance or operation of the facility, or its duly authorized agents or employees, and shall promptly reimburse the State for costs of construction and/or repair work made necessary by reason of such damages. Nothing in this agreement shall be construed as creating any liability in favor of any third party or parties against either of the parties hereto nor shall it ever be construed as relieving any third party or parties from any liabilities of such third party or parties hereto, but the other party hereto shall become fully subrogated to the State and shall be entitled to maintain an action over and against third party or parties legally liable for having caused it to pay or disburse any sum of money hereunder. 13. The City shall provide necessary safeguards to protect the public on State -maintained highways including adequate insurance for payment of any damages which might result during the construction of the facility occupying such airspace or thereafter, and to save the State harmless from damages, to the extent of said insurance coverage and insofar as it can legally do so. 14. It is to be understood that the State by execution of this agreement does not impair or relinquish the State's right to use such land for right of way purposes when it is required for the construction or re- construction of the traffic facility for which it was acquired, nor shall use of the land under such agreement ever be construed as abandon- ment by the State of such land acquired for highway purposes. 15. "ATTACHMENT A", which states additional requirements as set forth in the Federal Highway Administration's Federal -Aid Highway Program manual, shall be•attached to and become a part of this agreement. The City, for itself, its personal representatives, successors and interests and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: (1) no persons, on the ground of race, color or national origin shall be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in the use of said facility; (2) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the ground of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; (3) that the City shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally - assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Right Act of 1964, and as said Regulations may be amended. That if in the event of any breach of the above non-discrimination covenants, the. State shall have the right to terminate the lease and reenter and repossess said land and the facilities thereon, and hold the same as if said lease had never been made or issued. The attached Exhibits B, C, D, and E constitute a part of this agreement. IN WITNESS jai IEREOF, the parties have hereunto affixed their signature, the City on the G*--. day of <!--)c4-a L-1 , A.D. 1977, and the State on the IC. 114 day of NouJn ; ,A.D. 1977. 'TTY flF CDRPI(S CHRTSTI By: R. Marvin Tawnse , City Mana ATTEST: fia Ci y Secy. Title APPROVED: a ll /977 J. BRUCE AYCOCK, CIT ATTORNEY By A st. City Atto?he /6�r Dfr'ector of Fina ce ,..139,69 AU111O}Icr COUNCIL ..,!D ::5- 7.�_... OR - SFC ;€TF,tY STATE OF TEXAS Certified as being executed for the purpose and effect of acti- vating and/or carrying out the orders, established policies, or work programs heretofor approved by the State Highway and Public Transportation Commission. By: gineer-Director APPROVAL RECOMMENDED: Chia gineer •f Maintenance Oper: 0e7 /Z - Chief Engineer of Highway Design ATTACHMENT A Inasmuch as this project is on the Federal -aid highway system, the following additional requirements are applicable in accordance with the Federal Highway Administration's Federal -Aid Highway Program Manual. 1. Any significant revision in the design or construction of the facility shall receive prior approval by the State Department of Highways and Public Transportation subject to concurrence by the )HWA. 2. Any change in the authorized use of airspace shall receive prior approval by the State Department of Highways and Public Transportation subject to concurrence by the FHWA. '3. The airspace shall not be transferred, assigned or conveyed to another party without prior State Department of Highways and Public Transportation approval subject to concurrence by the FHWA. 4. This agreement will be revokable in the event that the airspace facility ceases to be used or is abandoned. ATTACaMENT B NUECES BAY BAIT STAND LEASE AREA Being a portion of Nueces Bay and a portion of Block 415, Brooklyn Addition, as shown by map of record in Volume A, Page 32, Map Records, Nueces County, Texas, and more par— ticularly described by mates and bounds as follows: BEGINNING at a point in the centerline of State Highway No. 181 right of way, said point being Engineers Station 995 + 01.33 and being the South end of the concrete deck of the Nueces Bay Causeway: THENCE N. 50° 23' E. along the centerline of said right of way a distance of 236.83 feet to a point which is Engineers Station 992 + 64.5; THENCE N. 39° 37' W. a distance of 146.08 feet to a point for the Southeast and beginning corner of the tract of land herein described; THENCE N. 58° 01' 25" W. a distance of 100.0 feet to a point; THENCE N. 31° 58' 35" E., passing the normal shoreline of Nueces Bay at 70.53 feet, in all a distance of 175.0 feet to a point on the bottom of said Nueces Bay; THENCE S. 58° 01' 25" E., along the bottom of said Nueces Bay, a distance of 100.0 feet to a point; THENCE S. 31° 58' 35" W., along the bottom of said Nueces Bay, passing the normal shoreline of said bay at 111.20 feet, in all a distance of 175.0 feet to the place of beginning and containing 17,500 square feet or 0.401 acres, more or less. • �sB�dry �0ad. Alarmed 5hareline c oe :o. / De . 5/0.'99216a.z, Nene/ Canc.. Cau5ewau //vg. ay,/ Ery. 5/c. 995101.13 or Co,PPu5 CN.P/5T1, TL1d 044:/,, Lo4a4.eur apc51111 A/uacff5 &err• ,5,y1,7 - /MO -J1r - Deo) /• 50.0. n.n. • ATTACiteZNT "C" • ► Loco r.04 4'40- )./0/1.77a/ Share/ine • .�. _ • /40 - • /1;1. 1i /I N End t Ceriseriw ifiavy. DC71. L»9. 5/0. Ja5#O/•+3 Ca.?/5r,. i ,tis Pear Ann !�G = n /jai , ::.�.r 7' i`/+4g..27?.fF %-6".4 75.92.1 ATI MIEN T "D" . Exhibit C NUECES BAY CAUSEWAY BAIT STAND CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS !" PAGE 1OF1 Corpus Chr sti Capital Programs Nueces Bay Causeway Bait Stand located within State ROW on US Highway 181 Council Presentation February 10, 2015 Aerial View 00 Corpus Chr sti Capital Programs AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: February 10, 2015 TO: Ronald L. Olson, City Manager FROM: Gabriel Maldonado, Interim Procurement Manager gabrielm@cctexas.com (361) 826-3169 Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Lease -Purchase of Rescue Pumper CAPTION: Motion approving the lease -purchase of one (1) rescue pumper from Siddons-Martin Emergency Group, Houston, Texas for a total amount of $599,750.00, of which $10,607.00 is required for the remainder of FY 2014-2015. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Financing for the lease -purchase will be provided through the City's lease -purchase financing contractor. PURPOSE: The pumper will be used by the Fire Rescue Division of the Fire Department for emergency response services. BACKGROUND AND FINDINGS: This unit will replace an existing pumper unit, allowing Fire Rescue to maintain the current level of service in the community. ALTERNATIVES: None. OTHER CONSIDERATIONS: Financing for the lease -purchase is based on a sixty -month term with an estimated interest rate of 2.36% for an annual payment of $127,284.00. The total estimated cost over the five-year period, including principal of $599,750.00 and interest of $36,670.00, is $636,420.00. 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: Fire Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,280,681.52 $625,813.00 $1,906,494.52 Encumbered / Expended Amount $1,270,074.52 $0 $1,270,074.52 This item $10,607.00 $625,813.00 $636,420.00 BALANCE $0 $0 $0 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM I DESCRIPTION PRICE SHEET TLGPC CONTRACT NO. 399-12 RESCUE PUMPER 1. I Rescue pumper TOTAL: Siddons-Martin Emergency Group Houston, Texas UNIT PRICE EXTENDED PRICE QTY. UNIT 1 Each $599,750.00 $599,750.00 $599,750.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2014 Action Item for the City Council Meeting of February 17, 2014 DATE: January 15, 2015 TO: Ronald L. Olson, City Manager THRU: Susan K. Thorpe, Assistant City Manager SThorpe@cctexas.com 826-3898 Eddie Ortega, Director EddieO@cctexas.com 826.3224 FROM: Rudy Bentancourt, CD Administrator RudyB@cctexas.com 826.3021 Flour Bluff Revitalization Plan CAPTION: Resolution of the City Council of the City of Corpus Christi, Texas adopting a Revitalization Plan for the Flour Bluff area which is bordered by the King Ranch to the South, and by water on three sides, the Laguna Madre to the East, Oso Creek and Bay to the West, and Corpus Christi Bay to the North; and providing an effective date. PURPOSE: The plan identifies factors such as; Roads, Blight, City Facilities, Schools, Crime, Storm Water, Transportation, Environmental Conditions and Business Development that have occurred within the designated area. The plan also identifies funding used and to be used in the revitalization efforts of the designated area. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval is required for the passing of the resolution. 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 Fund(s): Comments: RECOMMENDATION: Staff recommends that City Council adopt the Flour Bluff Revitalization Plan. LIST OF SUPPORTING DOCUMENTS: Resolution Flour Bluff Revitalization Plan Revitalization Map Resolution of the City Council of the City of Corpus Christi, Texas adopting a Revitalization Plan for the Flour Bluff area which is bordered by the King Ranch to the South, and by water on three sides, the Laguna Madre to the East, Oso Creek and Bay to the West, and Corpus Christi Bay to the North; and providing an effective date. WHEREAS, the City of Corpus Christi, Texas has considered the revitalization needs of the Flour Bluff area (the "Designated Area"); WHEREAS, the City's considerations have incorporated public comment on factors including, but not limited to the following that may impact the Designated Area's need for revitalization: environmental conditions; real estate challenges, including vacancy and declining property values; infrastructure needs; adequacy of transportation; community amenities, including local public services such as libraries, refuse, parks, medical care and first responders; crime rates; school performance; the presence and need for business and employment opportunities; and diversification of the residents, businesses, and opportunities in the Designated Area; WHEREAS, the City Council has reviewed the Flour Bluff Revitalization Plan for the Designated Area (the "Plan"); WHEREAS, the Plan contemplates activities that have already been performed in the Designated Area and funding that has already been awarded to the Designated Area for such activities, along with additional and future proposed activities and funding for the Designated Area; WHEREAS, the City believes that the full funding for the activities described in the Plan will be available; WHEREAS, in furtherance of the community revitalization activities noted in the TG 110 Glenoak, LP and its affiliates (the "Applicant") propose to reconstruct an affordable housing development with up to 68 residential units (the "Affordable Housing") in the Designated Area, to be known as the 911 Glenoak Apartments; and WHEREAS, the Applicant proposes to apply for financing for the Affordable Housing, including Low Income Housing Tax Credits ("Tax Credits") from the Texas Department of Housing and Community Affairs ("TDHCA") pursuant to TDHCA's 2015 Qualified Allocation Plan (the "QAP"); WHEREAS, the City supports the development of the Affordable Housing because of its anticipated community revitalization impact for the Designated Area; and WHEREAS, the Affordable Housing is the only applicant for Tax Credits in the 2015 competitive round that the City wishes to receive two (2) points under 11.9(d)(7)(a)(ii)(III) of the QAP for contributing significantly to the City's revitalization efforts; NOW, THEREFORE, BE IT RESOLVED BYTHE CITY COUNCIL OF CORPUS CHRISTI, TEXAS THAT: Section One. The City hereby adopts the Plan in all respects. Section Two. The City supports the development of the Affordable Housing and has selected the Affordable Housing as the only proposed Tax Credit application for 2015 that contributes most significantly to the City's concerted revitalization efforts. Section Three. This Resolution shall become effective immediately upon its passage. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI: Rebecca Huerta Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor 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 City of Corpus Ch risti Flour Bluff Community Revitalization Plan Adopted by the City Council , 2015 FLOUR BLUFF COMMUNITY REVITALIZATION PLAN INTRODUCTION The City of Corpus Christi is a beautiful bay front community with the one of the largest ports in the nation. As the City grows, it becomes increasingly important to ensure that certain older areas are not left behind to become blighted and detrimental to our residents. Over the past fifteen years, the City, school district and others have been investing in an area of the City known as Flour Bluff and identified by the map shown on Exhibit A to this Plan. These investments have been intended to revitalize a deteriorating community. Despite a concentrated revitalization effort and a general understanding of the desired goals, a separate written plan for the Flour Bluff area has never been formally adopted. Thus, the purpose of this Plan is to seek public input as to the City's efforts to date along with additional efforts needed to provide a process for continued revitalization of the area known as Flour Bluff. Sources for investment in the Flour Bluff neighborhood begin with the Flour Bluff Independent School District which, for the last ten years, has provided quality schools to the Flour Bluff area. In addition, the City of Corpus Christi has invested Community Development Block Grant (CDBG) funds from HUD and the City' s Capital Improvement Program. The City has used and continues to utilize bond financing approved by voters in 2008, 2012 and 2014 for various improvements. Federal spending in this area has spiked over the last four years. Additionally, as improvements have taken hold, the private sector has made increasing investments in the Plan area. DESCRIPTION OF AREA The Flour Bluff area, called the "Revitalization Area" for purposes of this Plan, is described by the map shown on Exhibit A. Flour Bluff is a neighborhood community of Corpus Christi with its own personality. It is on a peninsula that is separated from the rest of the City by water on three sides. It borders the Laguna Madre on the east, Oso Creek and Bay to the west, Corpus Christi Bay to the north and the King Ranch to the south, encompassing 13.64 square miles or 13,739 acres. To the east across the Laguna Madre from Flour Bluff is Padre Island and the two are connected by the Kennedy Causeway. Flour Bluff accesses the rest of Corpus Christi to the west predominantly via South Padre Island Drive (SPID) which traverses Oso Bay into the remainder of Corpus Christi. The economics of the Revitalization Area have been significantly influenced by the Corpus Christi Naval Air Station (CC -NAS) which is outlined in orange on the map on Exhibit A. The Naval Air Station was built in 1941 as part of the World War II war effort. The Air Station houses Naval flight operations and these operations have shifted emphasis from Naval air flight operations to Army helicopter and related operations. Many of the areas in Flour Bluff with blight and deterioration are properties that housed the original military workers at the Naval Air Station. Activity at the Naval Air Station declined over time as a new Naval Air Station was built at Ingleside, Texas. This reduced activities at the Corpus Christi Naval Air Station until 2009 when Page 1 BRAC military restructuring at the Naval Air Station expanded Army operations. A master plan was developed in 2009 to improve and upgrade facilities at the Corpus Christi Naval Air Station for Army helicopter operations. In the last four years this has resulted in major improvements to the Naval Air Station, with continued planned improvements through 2040. The population of the Flour Bluff area is 23,338. A majority of the population in the Revitalization Area is Caucasian (68%) with the remaining ethnic groups being 25% Hispanic, 5% African American and 7% other. The Revitalization Area includes all or parts of census tracts 29, 30.01, 30.02, 31.01, and 31.02. Over 22% of the population in the Revitalization Area has income below the poverty level and 78% of the population is under the age of 20. CONSIDERATIONS IN IDENTIFYING THE AREA The Revitalization Area for this Plan has been identified based upon a desire to improve and/or revitalize the following areas: ❖ Infrastructure — Transportation, Drainage and Sewer. Several roads in the Revitalization Area are main arteries to the center of Corpus Christi. Streets such as Waldron Road, Laguna Shores NAS Drive, and Flour Bluff Drive connect the Revitalization Area to Padre Island Drive which is the main access to and from the central city. Many of these roads have been in disrepair for years and are in need of rehabilitation and expansion. Many roads do not have curb and gutter and thus present stormwater and safety issues. Coastal flooding is common in certain parts of the peninsula and adequate stormwater controls are lacking off the main thoroughfares of Waldron Road, Flour Bluff Drive and Padre Island Drive. Some older sewer lines in the area are cast iron and have deteriorated and need replacement. ❖ Lack of Social and Recreational Facilities. The Area has limited recreational facilities and the community pool closed in 2013. Much of the peninsula shoreline is not developed for recreational activities. Public and private projects are addressing this issue. ❖ Public Protection. Crime rates in the area are well documented. Crime in Flour Bluff is improving but is still 13% higher than the Corpus Christi average. The average Corpus Christi crime rate is 33% higher than the State average. ❖ Blight. Many residential houses, apartments and businesses are vacant, deteriorated, or had noticeable deferred maintenance when this revitalization work was initiated. While conditions are improving, much of the 40-50 years old housing stock and older commercial buildings have noticeable deferred maintenance conditions. Many vacant properties have high grass, illegal encampments and illegal dumping or are generally in disrepair. Most of these conditions are related to the reduced activity at the Naval Air Station discussed above. ❖ Schools. The emphasis of the revitalization of the area has centered on making the schools and school system exemplary. School attendance was declining and the schools were old and in need of renovation when this revitalization work first began. Access to quality schools is a critical component of revitalizing the area, particularly for those residing in the Page 2 Flour Bluff area. Over the last four years and going forward it is contemplated that the emphasis on school quality will continue. ❖ Inadequate Public Services. The Flour Bluff area is in need of a disposal facility (transfer station) for solid waste, including discarded appliances and furniture as well as safe disposal of household hazardous waste. There is much dumping of these type items in the Flour Bluff area due to lack of such facilities. Providing these public services would reduce dumping in the Flour Bluff area. ❖ Adverse Economic Conditions. The Flour Bluff revitalization efforts are impaired by the fact that the property is bordered on three sides by water and the fourth side by undevelopable land. Access to the rest of the City from the peninsula is limited to a select number of routes including the Crosstown Freeway Bridge, Yorktown Boulevard Bridge or by boat. The cost to build and insure properties is very high due to its proximity to coastal waters (hurricane, wind, flooding concerns). These additional costs, along with no clear attraction to the area, negatively impact economic development. ❖ Business Development. To date the main factor affecting the improvement of the economy in the Revitalization Area has been the status of Corpus Christi Naval Air Station. Corpus Christi continues to be proactive in improving infrastructure and the activities of our local military installations by targeted improvements to the Flour Bluff area that surrounds the Naval Air Station in order to maintain the base as the Army Depot, which is the largest single employer in the Revitalization Area employing over 5,000 people. Naval Air Station retention and/or expansion will have the greatest impact on area economics. Focusing on additional business retention, redevelopment and expansion efforts is critical, along with access to retail and employment centers because they are both vital to improving opportunities for the community and its residents. TARGETED COMMERICAL AND RESIDENTIAL REVITALIZATION Flour Bluff has many older single-family residential, multi -family residential and commercial buildings which are in disrepair, needing to be either renovated or demolished and reconstructed. Many buildings in Flour Bluff are over 50 years old. Though Flour Bluff desires to continue to attract new commercial businesses and housing projects, the emphasis of this Plan is on the renovation or demolition/reconstruction of existing older buildings. As a result the main emphasis of the plan is as follows: 1. Commercial — Attracting more new businesses and expanding and redeveloping existing businesses. 2. Residential — Because of the extent of existing affordable housing portfolio resulting from previously depressed economic circumstances, the focus going forward is for continued rehabilitation and redevelopment of the current affordable housing portfolio, both multi- family and single-family, along with attracting and promoting market based housing to the area. 3. Vacant properties — Working with property owners to maintain their properties and restore pride of ownership. Page 3 IMPROVEMENTS AND PROGRAMS ALREADY COMPLETED IN THE REVITALIZATION AREA The following improvements and programs have already been implemented to assist the Revitalization Area. While the City has been working with the Flour Bluff Independent School District to improve the Revitalization Area over the past fifteen years, the projects below have been implemented since January 1, 2011 and reflect more than $25 million of improvements. 1. Infrastructure — Transportation and Storm Water. Project: Flour Bluff Drive, Phase I, SPID to Graham and Flour Bluff Drive, Phase II, Graham to Don Patricio shown as a light green line on the map on Exhibit A involves reconstruction and widening of existing unimproved two lane roadway with a turning lane where necessary. Other improvements include curb and gutter, sidewalks, ADA curb ramps, pavement marking, water lines, manholes and streets. The improvements were completed in 2012 and provide efficient major street systems for the feeder streets to North Padre Island Drive. Source of Funding: Corpus Christi bond funds (2008 Issuance) Funding Amount: $7,371,346 Project: Flour Bluff Drive and SH358 intersection shown on the map on Exhibit A involves landscaping and various other improvements. Source of Funding: Texas Department of Transportation Funding Funding Amount: $385,000 2. Recreational. Project: Bluff Landing (Flour Bluff Marina) opened in March 12, 2011 and transformed a blighted area containing sunken boats, trash and other negative elements into a full service marina. This facility includes boat slips, pavilion, 23 room hotel, a restaurant, four corporate houses, and offers tackle and bait. It has become popular for kiteboarding, windsurfing and cookouts, in addition to fishing. See Exhibit A. Source of Funding: Private Funding Amount: Approximately $10,000,000 3. Public Protection. Project: The City's Police Department has located a police substation on Waldron to facilitate reducing the elevated crime levels in Flour Bluff. This substation opened in 2004 and has increased police presence in the area. Page 4 Source of Funding: City funding. Project: The Flour Bluff Independent School System added its own district security force to complement the City police presence in 2012 and to mitigate the effect of area crime on the schools. Source of Funding: School District funding Funding Amount: Current annual security budget over $550,000 4. Schools. Project: Provide exemplary education for the youth of Flour Bluff. This began 15 years ago and today the schools of Flour Bluff Independent School District are exemplary at all levels. Source of Funding: Flour Bluff Independent School District 5. Military (Federal) Developments. Project: Expansion of the Naval Air Station with construction of an Aircraft Corrosion Control Facility ($34.2 million) and an aircraft maintenance building ($21 million) by the Army on the Naval Air Station. This facility will be completed in 2016. This is a significant increase in the existing Corpus Christi Army Depot maintenance capacity. See Exhibit A. Source of Funding: Federal Military Funding Funding Amount: $55,200,000 Project: Construction of the Naval Air Training building (P450). This project was completed in 2014. Source of Funding: Federal Military Funding Funding Amount: Over $20,000,000 6. Business Development. Project: Walmart. On November 2, 2011 the new Walmart Super Store opened its new 24 hour facility in the Revitalization Area. See the location of this facility on the map attached as Exhibit A. Source of Funding: Private Funding Amount: In excess of $11,500,000 Page 5 IMPROVEMENTS AND PROGRAMS PLANNED FOR THE REVITALIZATION AREA The following improvements and programs are underway or planned for the Revitalization Area. Over $100 million of improvements and programs are expected to be implemented in the next two years. 1. Infrastructure — Drainage Project. Project: Corpus Christi CDBG projects outlined in red on the map on Exhibit A involving installation of new underground drainage system and other drainage improvements to the northern area of Flour Bluff bounded by Flour Bluff Drive, Matlock Street, Military Drive, Jester Drive, NAS Drive and the undeveloped properties along Jester and Matlock. The design is underway and construction will start once the contract is awarded. Source of Funding: Corpus Christi Capital Improvement Funds Funding Amount: $1,800,000 Project: Waldron Road — 2014 bond funds used for a road project from Caribbean Drive to Glenoak Drive designated as the yellow line shown on the map on Exhibit A. The road will be reconstructed, widened and rehabilitated into a five lane road with utilities. Improvements will include curb and gutter, sidewalks, ADA curb ramps, pavement marking and bikeway elevation design. Utility improvements will include underground stormwater system, water distribution and sanitary sewer system and various franchise utility relocations (as required). The improvements were approved by City voters in the November 2014 bond proposal and will be funded with bond proceeds. Source of Funding: Corpus Christi bond funds (2014 issuance) Funding Amount: $7,937,999 Project: Laguna Shore Road — City funds for the Laguna Shores Road sewer line replacement designated as the dark blue line on the map on Exhibit A. There are two force mains. The 10 inch cast iron main has exceeded its useful life and is planned for replacement. Construction is to start in 2016 and completion is expected early 2017. Source of Funding: Corpus Christi Capital Improvement Funds Funding Amount: $6,689,600 2. Blight. Since the revitalization work began, the City has noticed improvement to the neighborhood homes. However, deteriorated conditions continue off the main feeder roads to Padre Island Drive. This will only improve with more revitalization efforts focusing on Page 6 the deteriorated homes and business improvements. The City has implemented a program to address blight in specific problem areas of Flour Bluff. Beginning in 2012 the City implemented Operation Proud Partnership where police officers and city code enforcement staff meet with residents in neighborhoods to address code violations. Violations have included high grass, un -kept properties, illegal encampments and illegal dumping. This ongoing process aims at rebuilding neighborhood pride and is making marked improvements by increasing code compliance in these areas. 3. Recreation. Project: Natatorium to be constructed by the Flour Bluff Independent School District on Waldron Road. The peninsula has no public swimming pool. The Natatorium will be available to the public. See Exhibit A. Source of Funding: Flour Bluff Independent School District Bonds Funding Amount: $9,000,000 budgeted Project: Parker Park Improvements — 2012 Bond Funding. Park improvement plan is to modernize and beautify the park including, but not limited to, irrigation, landscaping, etc. Work is expected to be completed by January 2016. See Exhibit A. Source of Funding: Corpus Christi bond funds (2012 issuance) Funding Amount: $600,000 4. Schools. Project: On May 10, 2014 the Flour Bluff School District $48 million dollar bond fund was approved, which included the funding for the Natatorium detailed above. These funds are to be used to upgrade all the school facilities in the school system. Though the School District encompasses more than the revitalization area, these funds will be spent at the main campus on Waldron Road. All this funding will be funded inside the Flour Bluff revitalization area. See Exhibit A. Source of Funding: Flour Bluff Independent School District Funding Amount: $39,000,000 5. Public Services. Project: The City of Corpus Christi has planned the development of a Flour Bluff Citizens Collection Center in the area which will collect solid waste, discarded appliances and furniture and household hazardous waste. Timing of construction is contingent upon acquisition of the land and awarding contracts. Page 7 Source of Funding: Corpus Christi Capital Improvement Funds Funding Amount: $4,650,000 Project: Ethel Eyerly Senior Center - major remodeling and expansion. The Ethel Eyerly Senior Center is a city owned facility that provides activities for senior citizens during the week days. The center is located in the area as shown on the map on Exhibit A. Major remodeling of this center includes, but is not limited to, remodeling and expanding the restrooms including modification to meet ADA accessibility standards, HVAC replacement, and reconstruction of the entrance including new entrance canopy. Remaining improvements will be completed in the last 48 months. Source of Funding: CDBG Block Grant Funding Amount: $329,465 Remaining Amount To Be Funded: $201,500 6. Military (Federal) Developments. Project: Substantial expansion and modernization of the Naval Air Station is underway by the military. There is a master plan in place to renovate or reconstruct a significant part of the facilities located at the Naval Air Station. This plan is expected to be ongoing through 2040. The biggest component of the plan is the demolition of Building 8 (approximately 1 million square feet) into the new Building 1700 (approximately 1.6 million square feet). This is a ten (10) phase project. The total cost of this project alone is budgeted at $800 million to $1 billion. This is expected to signal long term maintenance of the military presence in Corpus Christi. See Exhibit A. Source of Funding: Federal Military Funding Amount Funded: Phase I completed in 2013 at total cost of $38,000,000. Amount to be Funded: Phase II and III have been funded and are in design with an estimated cost of $88,000,000 CONTINUED PLANNING FOR THE REVITALIZATION AREA The improvements and programs described in this Plan are examples of previous and current activities implemented to revitalize Flour Bluff. However, the City's commitment to this Revitalization Plan is ongoing. The City will continue to identify opportunities to establish programs or provide improvements that will continue to revitalize the area, uplifting the residents of the neighborhoods and supporting the area businesses to continue the cycle of improvement and avoid future deterioration. Page 8 ANTICIPATED RESULTS The City believes the initiatives described in this Plan will further stop and continue to reverse existing deterioration in the neighborhoods of the Revitalization Area, improve the aesthetics of the area, provide additional infrastructure for accessibility and development, increase the tax base, support existing businesses, and recruit additional businesses, which will lead to more opportunity for those living and working in the Revitalization Area. Each initiative in the Revitalization Area, whether already implemented or planned for completion, supports a framework that will improve this neighborhood. By combining resources from the City, Federal, School District, and the private sector, the Revitalization Area will achieve major economic infusion. Because many of these resources have already been spent or allocated, the City is confident that the Plan will continue to be fully implemented as intended. APPROVAL For all these reasons, the City Council of the City of Corpus Christi hereby adopts the Flour Bluff Community Revitalization Plan, upon receipt and consideration of public comment and deliberation at an open public meeting. Date of Adoption: , 2015 Page 9 EXHIBIT A Revitalization Area ala M „Si'bE,LieL6 N „EVib,6EoLZ Page 10 City of Corpus Christi Flour Bluff Revitalization Plan MAP NOTES 1. Flour Bluff Drive between Padre Island Drive and Don Patricio — 2. Transportation and Storm Water Project. 3. Flour Bluff Drive and SH358 intersection TxDOT landscaping project. 4. Bluff Landing (Flour Bluff Marina). 5. Police substation opened on Waldron Road. 6. Flour Bluff Independent School System - Campus. 7. Corpus Christi Naval Air Station. 8. Construction of the Walmart Super Store on Flour Bluff Drive. 9. Drainage project - Flour Bluff Drive, Matlock Drive, Jester Drive, NAS Drive and the undeveloped properties along Jester and Matlock. 10.Waldron Road between Glen Oak and Caribbean Drive approved bond project. 11.Laguna Shores Sewer Replacement. 12.Flour Bluff school system - Natatorium. 13.CPDI — Parker Park Improvement Project. 14. Ethel Eyerly Senior Center. Page 11 City of Corpus Christi Flour Bluff Revitalization Plan MAP NOTES 1. Flour Bluff Drive between Padre Island Drive and Don Patricio — 2. Transportation and Storm Water Project. 3. Flour Bluff Drive and SH358 intersection TxDOT landscaping project. 4. Bluff Landing (Flour Bluff Marina). 5. Police substation opened on Waldron Road. 6. Flour Bluff Independent School System - Campus. 7. Corpus Christi Naval Air Station. 8. Construction of the Walmart Super Store on Flour Bluff Drive. 9. Drainage project - Flour Bluff Drive, Matlock Drive, Jester Drive, NAS Drive and the undeveloped properties along Jester and Matlock. 10.Waldron Road between Glen Oak and Caribbean Drive approved bond project. 11.Laguna Shores Sewer Replacement. 12.Flour Bluff school system - Natatorium. 13.CPDI — Parker Park Improvement Project. 14.Ethel Eyerly Senior Center. AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: January 16, 2015 TO: Ronald L. Olson, City Manager THRU: Susan K. Thorpe, Assistant City Manager SusanK@cctexas.com 826.3898 Eddie Ortega, Director EddieO@cctexas.com 826.3224 FROM: Rudy Bentancourt, CD Administrator RudyB@cctexas.com 826.3021 Resolutions in support of five Affordable Housing developments to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA). CAPTION: Discussion and possible action on resolutions in support of five Affordable Housing developments which will be applicants for 9% Housing Tax Credits administered by the Texas Department of Housing and Community Affairs (TDHCA): Liberty Shores Apartments, Callicoatte Cove Homes, River View at Calallen, Stonehenge Place and 911 Glenoak Apartments, each proposed project is located within the City of Corpus Christi, Texas. PURPOSE: The purpose of the Resolution(s) is to satisfy a requirement set forth by the Texas Department of Housing and Community Affairs' 2015 Qualified Allocation Plan Section 11.9 (d)(1) for Housing Tax Credits, which indicates that maximum points are given for a resolution from the Governing Body of a municipality (City of Corpus Christi) supporting the application or development. BACKGROUND AND FINDINGS: The City of Corpus Christi's Housing and Community Development has received five individual requests for a Resolution to support the application and development of the five developments for affordable rental housing. The developments are hereby requesting a resolution of support for their individual proposed development. The Texas Department of Housing and Community Affairs' (TDHCA) 2015 Qualified Allocation Plan's Section 11.9 (d)(2) for Housing Tax Credits indicates that in order to receive maximum points for the application, a Resolution of Local Support must be provided by the Governing Body of the municipality supporting the application or development. The Liberty Shores Apartments, once constructed, will be a Multi -Family Affordable Housing development located at the intersection of Rodd Field Rd. and Holly Rd., Corpus Christi, TX 78414. Blue Sky Communities, LLC. proposes the construction of 108 new apartments serving low-income families with an emphasis on housing the local Veteran population. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The Callicoatte Cove Homes, once constructed, will be an affordable housing single family development located at the 3900 block of Callicoatte Rd., Corpus Christi, TX 78410. Callicoatte Cove, LTD. proposes the construction of 105 new single family homes serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The River View at CalaIlen Apartments, once constructed, will be an affordable housing development located at the 12000 block of Leopard St. at the intersection of Leopard St. and Callicoatte Rd., Corpus Christi, TX 78410. River View at CalaIlen, LTD. proposes the construction of 120 new apartments serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The Stonehenge Place Apartments, once constructed, will be an affordable housing development located at 5409 Lipes Blvd. Corpus Christi, TX 78413. Thoroughbred Texas, LLC. proposes the construction of 120 new apartments serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. The 911 Glenoak Apartments, once constructed, will be an affordable housing development located at 711 Glenoak Dr., Corpus Christi, TX 78418. TG 110 Glenoak, LP. proposes the demolition and reconstruction of 68 apartments serving families at or below 60% of the Area Median Income. If selected for Housing Tax Credits, the development will be primarily funded through TDHCA, private debt, CCHFC and HOME funds from the City of Corpus Christi. The request of HOME funds for this project is $300,000. Of the five requests, one developer (TG 110 Glenoak, LP.) is competing for the At -Risk Set - Aside pool of funds (a statewide pool of funds) and four developers are competing for the Region 10 Urban Category pool of funds. Discussions with TDHCA indicates only one development will be awarded Housinq Tax Credits from the Reqion 10 Urban Cateqory. The proposed development projects will be applying for FY2015 HOME Program funding, which is intended to satisfy the local support criteria of their Tax Credit Application. Additionally, funding request through the Corpus Christi Housing Finance Corporation are a possibility in order to meet additional funding needs. Each proposed developer will be making a short presentation to City Council regarding their proposed application and project. ALTERNATIVES: None OTHER CONSIDERATIONS: This resolution will not prioritize one applicant over the other applicants competing in the Corpus Christi Region 10 Urban Category, but does acknowledge their application of support. CONFORMITY TO CITY POLICY: Council approval is required for the passing of the resolution. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: 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: RECOMMENDATION: Staff recommends that the City Council recognize the applicant's application for the TDHCA Housing Tax Credit Program and to support the proposed Affordable Housing projects. LIST OF SUPPORTING DOCUMENTS: Resolution — Liberty Shores Apartments Resolution — Callicoatte Cove Homes Resolution — River View at Calallen Resolution — Stonehenge Place Resolution — 911 Glenoak Apartments Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Liberty Shores Apartments to be developed by Blue Sky Communities, LLC. Whereas, Blue Sky Communities, LLC. (the "Applicant") has proposed a development project to construct 108 apartments to provide affordable housing that is located near the intersection of Rodd Field Rd. and Holly Dr., Corpus Christi, Texas 78414 and named Liberty Shores Apartments ("Liberty Shores Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for Liberty Shores Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the Liberty Shores Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's Liberty Shores Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Liberty Shores Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the Liberty Shores Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor 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 Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Callicoatte Cove Homes to be developed by Callicoatte Cove, Ltd. Whereas, Callicoatte Cove, Ltd. (the "Applicant") has proposed a development project to construct 105 single family rental homes to provide affordable housing that is located at the 3900 block of Callicoatte Rd., Corpus Christi, Texas 78410 and named Callicoatte Cove Homes ("Callicoatte Cove Homes Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the Callicoatte Cove Homes Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the Callicoatte Cove Homes Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's Callicoatte Cove Homes Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Callicoatte Cove Homes Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the Callicoate Cove Homes Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor 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 Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as River View at Calallen Apartments to be developed by River View at Calallen, Ltd. Whereas, River View at Calallen, Ltd. (the "Applicant") has proposed a development project to construct 120 apartments to provide affordable housing that is located at the 12000 block of Leopard St., Corpus Christi, Texas 78410 and named River View at Calallen Apartments ("River View at Calallen Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the River View at Calallen Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the River View at Calallen Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's River View at Calallen Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed River View at Calallen Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the River View at Calallen Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor 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 Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Stonehenge Place Apartments to be developed by Thoroughbred Texas, LLC. Whereas, Thoroughbred Texas, LLC. (the "Applicant") has proposed a development project to construct 120 apartments to provide affordable housing that is located at 5409 Lipes Blvd., Corpus Christi, Texas 78413 and named Stonehenge Place Apartments ("Stonehenge Place Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the Stonehenge Place Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the Stonehenge Place Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's Stonehenge Place Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Stonehenge Place Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the Stonehenge Place Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor 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 Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as 911 Glenoak Apartments to be developed by TG 110 Glenoak, LP. Whereas, TG 100 Glenoak LP. (the "Applicant") has proposed a development project to demolish and reconstruct 68 apartments to provide affordable housing that is located at 711 Glenoak Dr., Corpus Christi, Texas 78418 and named 911 Glenoak Apartments ("911 Glenoak Apartment Project"); and Whereas, the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs ("TDHCA") for 2015 Housing Tax Credits for the 911 Glenoak Apartment Project; and Whereas, the City of Corpus Christi will provide its assistance under the HOME Program utilizing loan terms that meet the requirements of the TDHCA 2015 Qualified Allocation Plan, Section 11.9 (d)(2) in order to ensure the maximum possible score by the applicant under TDHCA's rules; Whereas, the Applicant has pre -applied for HOME funding for the 911 Glenoak Apartment Project in the amount of $300,000 from the City of Corpus Christi; and Whereas, the City of Corpus Christi intends to commit set aside HOME Funds from the City of Corpus Christi FY 2015 Consolidated Annual Action Plan ("CAAP") to support the Applicant's 911 Glenoak Apartment Project contingent upon an award of Housing Tax Credits from the TDHCA to Applicant and subject to available funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed 911 Glenoak Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the allocation of Housing Tax Credits for the 911 Glenoak Apartment Project. Funding from the City of Corpus Christi for this proposed project will be subject to award of Housing Tax Credits to Applicant and receipt of available HOME funds to be approved by U.S. Department of Housing and Urban Development through the City of Corpus Christi FY 2015 CAAP. PASSED AND APPROVED this day of , 2015 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor 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 Proposed Housing Tax Credit Developments Council Presentation February 10, 2015 Liberty Shores Blue Sky Communities, LLC Liberty Shores Blue Sky Communities, LLC LIBERTY SHORES A Military Veterans Comurrtty Mucasey & Associates, Architects 3 Liberty Shores Blue Sky Communities, LLC Pr2DJE T SUMMARY: AiparLilecte:. Nap Dorm cey .vae Eqdre.11.1 BMA Ya PF. ➢ m .t. e. ▪ As l e ck.eny l Gel A.l.1. b Tit a. 0 Llo. 9athraa.I mesh lilt] 2 121 a., -.}P C1.4 r+wa.he.lY- e1 Tun 2 Bet111a. FY. 22 9106 of. B Tan Ileaha a, 2 Ba 112hd FY. t1 966 .F, 21 Tao Cwt.. 2 Ea9hdHG1 2 S 2 til. Toia1 TYn eacireca Who 46 YYJI. GI 11.v pa..., 2 Yrh rY_ ca Weer eapao•a. 2 Beth 2rl II, G3 1hVer 6eh1a06 2 Sltl NC -7 Tci11 T1r.r !Wand LM2. 2 1}9 ./ tx1 .➢. � IJB4 u. 50111th dyerimmt• h)•t "total hums 1105S44 at Amenity {.meet F oJac6 rout Go.. Arra Par+utiy: ..d No cos e.A..s LH,. • Ih ears 110 lap . Thr Backaw IYha • 72 carp korai rrogaa r11.6core Arae raft .?A1 .1. AMMa YIa 116 WI 0.342 mNy> �1agH12n ,a MIMI ettlidEd irztsl [Teen Psrthg erronrEJ2 • 261 IIli cars N ob Nobly come Pmmig AY�1RwdJ 1 S e 'Kara T11A Palafl F erVIed SITE FLAN Ip 2/0 122111. Liherry $hQres Mil nary Vetcran"s Canlmunity Mucasey & Associates, Architects I AL,rF AV 4 Callicoatte Cove Homes Realtex Development Corporation Callicoatte Cove Homes Realtex Development Corporation FIR II IILI �� 11 II 14 , 111 _ 1 1, �, f �� ��„ IR 111111 �, [I If IM � I �� Ate BB M i1u II ii ....lir y h '; : !�,�y J �� � noon �0U �■ sf i, 1+11 Marquis at Calallen • Fully integrated Team: Developer, General Contractor, and on-site Management • Committed to working with local stakeholders • Realtex communities are catalysts for revitalization • Proven track record of local investment • Named amongst the Top 50 Developers & Owners in the country 2007-2014 by Affordable Housing Finance Magazine The Cosmopolitan at Corpus Christi INIUMMIONMEMEM91 SOMEMOINIONE NIRRRRRRRRRRRO Ian rz ,e) nlihtflen1 111114111 MINI En - RnRRnlR' Rte. al Proposed location of Callicoatte Cove Community tea; Callicoatte Cove Homes ,es Realtex Development Corporation • Realtex is proposing a single family home community consisting of 105 two, three, and four bedroom residential homes for working individuals and families earning 60% or below of the Area Median Income ($52,600). Amenities: Fully furnished clubhouse facility, community room, fitness center, business center, gazebo with seating area, community laundry room, sparkling swimming pool, BBQ grills, picnic tables, sport court, and playscape. The community will be fenced with gated entry. Supportive Services may include: After school program, GED preparation courses, annual health fair, organized youth programs„ scholastic tutoring, weekly exercise classes, twice monthly on site social events, etc. Economic Impact: 2.97 jobs per single family home built - National Average in 2014 per Nat'l Assoc. of Home Builders 7 River View at Calallen Madhouse Development Services River View at Calallen Madhouse Development Services Highland Villas -180 Units Total Development Cost - $22.3MM Bryan, Texas 9 River View at Calallen Madhouse Development Services '. T •hoot! :j. Y `'Yl�afn' 4.1hl Feld 0 .>.. Big Bass Resort - 200 Units Total Development Cost: $24.5MM Jacinto City, Texas 10 Stonehenge Place LGD Development Stonehenge Place LGD Development I €r 6 i ki !�!:i i�� � 1 Fr I IL15au N IM €1P i I� II IqqI��II . EE - Pi�11fF � ��P ��h3 � i01 !II i ! I �I�ill� fii�i�P �! if : € F Ftl�€€E� � E{Q! r3inr�NAi i rlrN.*111,101 �� ll�Id�@Ife1lW�ll.11lPP J1111 � k Nh ns . r,. renis 'i' i, spcIR�a� 1 ¢���!ll�� mi lli i" y -Timm p E.: 9!^pPAIy'4111111111i111--,,!: Il9 sir s€ lJll�l ifll"1 A_�i•.P IN � -..,.--'s_ami... • 120 New Apartment Units • Total Acreage - 8.0 Dev elopment Summary • 30%-60%AMI • One, Two, and Three BR's Rents: $210 to $686 Total Investment - $18.2m Stonehenge Place LGD Development S4J9 Lipes Blvd 911 Glenoak Apartments TG 110, Inc. and Housing and Community Services, Inc. (HCS) ,us �G� Res 911 Glenoak TG 110, Inc. & Housing and Community Services, Inc. (HCS) • TG 110, Inc., an affiliate of HCS, is the locally controlling nonprofit board whose directors are Corpus Christi, TX residents • HCS has a proven track record and excellent reputation with more than 4,900 units in 49 properties throughout South Texas • HCS/TG 110, Inc. have a significant presence in Corpus Christi -currently own and operate 750 units in 10 properties iVo • HCS/TG 110, Inc. have extensive tax credit experience in Corpus Christi with four other tax credit developments completed or under construction • Compliments the planned Natatorium and facilitates the continued revitalization of Flour Bluff • Supported by the Flour Bluff business community and school district • Opportunity for 2nd Corpus Christi tax credit project in 2015 911 Glenoak TG 110, Inc. and Housing and Community Services, Inc. (HCS) • Replaces existing 40 -year old 68 -unit affordable apartments with new $13.8 million, 68 -unit development meeting current building codes • Provides truly affordable housing to households at or below 50% AMI with rents paid by residents based on their ability to pay • New onsite facilities to provide additional supportive services - after school programs/tutoring; classes on financial assistance, self-sufficiency, and GED; income tax services; and health and job fairs - for the 68 families that have 114 children • Additional amenities include: ■ Gated and landscaped community ■ Computer learning center, community room, and pool ■ 9 -foot ceilings and wood plank laminate flooring ■ Energy efficient units, central air/heat, and appliances ■ Two-story sprinklered buildings ■ Concrete parking lots and drives AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 10, 2015 Second Reading for the City Council Meeting of February 17, 2015 DATE: January 30, 2015 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Single -Family to Apartments For The Convent Academy of the Incarnate Word Property Address: 5409 Lipes Boulevard CAPTION: Case No. 0115-01 The Convent Academy of the Incarnate Word: A change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District, resulting in a change to the Future Land Use Plan from low density residential to medium density residential uses. The property is described as being 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street. PURPOSE: The purpose of this item is to rezone the property to allow development of multifamily uses. RECOMMENDATION: Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District to allow construction of multifamily uses such as apartments, townhomes and an assisted living facility. The proposed rezoning to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Plan, but it is consistent with other elements of the Southside Area Development Plan and Comprehensive Plan. The proposed rezoning is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. A buffer yard and additional setback requirements will be required at the southern boundary of the subject property where it is adjacent to a single-family neighborhood. The subject property is suited for multifamily uses. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning of the 26.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Map, but meets other criteria of the Comprehensive Plan and ADP. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z 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: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map Ordinance Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by The Convent Academy of the Incarnate Word ("Owner"), by changing the UDC Zoning Map in reference to 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of The Convent Academy of the Incarnate Word ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by The Convent Academy of the Incarnate Word ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street (the "Property"), from the "RS -6" Single -Family 6 District to the "RM -1" Multifamily 1 District (Zoning Map No. 045032), as shown in Exhibits "A" and "B." Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , 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 , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 0115-01 Ordinance - The Covent Academy of Incarnate the Word Page 2 of 2 MURRAY 13ASs, JR., P.E., R.P.L.S. NIxoN M. WELSH, www.hass-welsh.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 Field Note Description 26.32 Acre Tract May 16, 2012 3054 S. ALAMEDA, 11P 78404 361 882-5521=- FAX 361 882-1265 e-mail: murravlr@aol.com e-mail: nixmw@aol.com Being a tract situated in Corpus Christi.. Nueces County, Texas a portion of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts as shown on the map thereof recorded in Volume "A" at Pages 41 through 43 of the Map Records of Nueces County, Texas and being generally described as the east 26.32 acres of that 41.32 acre tract described in the Warranty Deed to Convent Academy of the Incarnate Word recorded under Clerk's File No.2006056129 of the Official Public Records of Nueces County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod found at the northeast corner of the heretofore referenced 41.32 acre tract for the northeast comer of this tract; THENCE S 28`57'10' W along the east boundary of the 41.32 acre tract and the west boundary of Lot 1-A, Block 1, Stonehenge, Unit 1, a map of which is recorded in Volume 64 at Page 286 of the Map Records of Nueces County, Texas and Lot 1: Block 1, San Marin, a map of which is recorded in Volume 57 at Page 193 of the Map Records of Nueces County, Texas, a distance of 958.04 feet to a 5/8 inch iron rod found for the south boundary of Henderson Street, a public roadway, the southeast corner of the 41.32 acres, for the southeast corner of this tract; THENCE N 61°04'37" W along the south boundary of the 41.32 acres, a distance of 1,209.58 feet to a point for the southwest corner of this tract, said point being the southeast corner of a heretofore described 15.0 acre tract; THENCE N 28°55'23"E across the 41.32 acre tract, along the east boundary of the 15.0 acre tract, a distance of 918.67 feet to a point in the south right-of-way line of Lipes Boulevard the northeast corner of the 15.0 acre tract and the northwest corner of this tract; THENCE along the south right-of-way line of Lipes Boulevard S 61°02'50" E a distance of 176.50feet to the point of curvature of a curve to the left; THENCE along said curve to the left whose radius is 623.94 in an easterly direction, a distance of 125.64 feet to the point of tangency of said curve; THENCE continuing along the south right-of-way line of Lipes Boulevard S 72°35'03" E a distance of 100.00 feet to the point of curvature of a curve to the right; THENCE continuing along the south right-of-way line of Lipes Boulevard on said curve to the right, whose radius is 365.96 feet in a southeasterly direction, a distance of 73.69 feet to the point of tangency of said curve; 07013 -Field Note Desc3.doc Page 1 of 2 Exhibit "A" THENCE continuing along the south right-of-way line of Lipes Boulevard, S 61°02'50" E a distance of 737.59 feet to the POINT OF BEGINNING, forming a tract embracing 26.32 acres. Note Basis of Bearing Is the west line of the 41.32 acre tract. 07013 -Field Note Desc3.doc rray Bass,'Jr., R.P.L.S. Page 2 of 2 Exhibit "A" (0* ®SSG ATei\b" .-5- e; \';5651, CP ,1.5" ? IIIPES BLVD. S72'3 -03"E S61'02'50"E 100•0° L •'J- & ARMC NOSSL AIL V. 46, P I0 J 176.50' '14 S28'55123NW N28`55'23E 1 9, FL or,6'5.6 6� • �? 51 Gv 041�5. 5 2"$—?A 9 CORPU! RE! VOLUME V CHRISTI RETIREMENT iIDENCE ADDTfION , PAGES 171 & 172, M.R.N.C.T. S61'02'50"E 737.59' N Area = 26.32 Acres N61'04'37 1209.58' Fnd 5/8 I.R� Point of Beginning 0 S28'57' 10"W 7.ru[ • _HENDERSON 5T 17 LOT 6, SECTION 6 FB & EF & GT VOL. A, PGS.41-43. M.R.N.C.T. LOT 7, SECTION 6 FB & EF & GT VOL. A, PGS.41-43, M.R.N.C.T. F5 0 ROOSED REZONING -RESIDENTIAL CONVENT ACADEMY Prepared by: Bass & Welsh Engineering 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882-5521 (phone) (361) VIRMREG882-1265 (fax) REGISTRATION N 52 OF THE INCARNATE WORD -APPLICANT Job No: 07013 Scale: 1..200i Date: 6/01/12 Drawing No: 07013URBAN Plotscale: 1=1 Sheet 3 of 3 Exhibit "B" Aerial Overview ubject Propert N 1 Aerial N PLANNING COMMISSION FINAL REPORT Case No. 0115-01 HTE No. 14-10000048 Planning Commission Hearing Date: January 14, 2015 Applicant & Legal Description Applicant/Owner: The Convent Academy of the Incarnate Word Representatives: Scott Smith and Wayne Lundquist Legal Description/Location: Being 26.32 acres out of Lots 6 and 7, Section 6, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Lipes Boulevard approximately 650 feet west of South Staples Street. Zoning Request From: "RS -6" Single -Family 6 To: "RM -1" Multifamily 1 District Area: 26.32 acres Purpose of Request: To allow development of multifamily uses. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -6" Single -Family 6 Vacant Low Density Residential North "RS -6" Single -Family 6, "ON" Office and "RS TF" Two -Family Parks, Low Density Vacant and Medium Density Residential Parks, Low Density Residential, Professional Office and Medium Density Residential South "RS -6" Single -Family 6 Density Vac �t and Low Residential Low Density Residential East "RM -1" Multifamily 1 Public Semi -Public and Medium Density Residential Medium Density Residential West "RM -1" Multifamily 1 Convent Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for low density residential uses. The proposed rezoning to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Plan, but it is consistent with other elements of the Southside Area Development Plan. Map No.: 045032 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 1,220 feet of street frontage along Lipes Boulevard, which is designated as a "01" Minor Residential Collector, and 130 feet of street frontage on Henderson Street, which is a local residential street. The property is located approximately 650 feet west of South Staples Street, which is designated as an "A3" Primary Arterial Divided street. There are no traffic calculations for average daily trips on this section of Lipes Boulevard. The nearest intersection with calculated trips is South Staples Street and Saratoga Boulevard with 17,712 average daily trips. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Lipes Boulevard "01" Minor Residential 60' ROW 40' paved 65' ROW 40' paved Traffic Volume (2014) N/A Henderson Street Local Residential 50' ROW 28' paved 80' ROW 65' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single - Family 6 District to the "RM -1" Multifamily 1 District to allow development of multifamily dwellings. The "RM -1" District supports a maximum density of 22 dwelling units per acre compared to the current zoning "RS -6" District supporting 7.26 dwelling units per acre. Development Plan: The applicant owns the entire 26.32 -acre tract of land and the adjacent 15 acres to the west where a convent facility currently is under construction. The applicant intends to sell the 26.32 acres for development of an apartment complex, an assisted living facility and possibly townhomes, which would require a change of zoning to a Multifamily District. Existing Land Uses & Zoning: North of the subject property, across Lipes Boulevard, is a park and single-family development in the "RS -6" Single -Family 6 District, a retirement facility in the "RS -TF" Two -Family District and a vacant lot zoned "ON" Office. South of the subject property is a single-family development in the "RS -6" Single -Family 6 District. East of the subject property is an apartment complex and a church in the "RM -1" Multifamily 1 District. West of the subject property is a convent under construction in the "RM -1" Multifamily 1 District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Staff Report Page 3 Comprehensive Plan & Area Development Plan Consistency: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning of the 26.32 -acre tract of land to the "RM -1" Multifamily 1 District is not consistent with the adopted Future Land Use Map, but meets other criteria of the Comprehensive Plan and ADP, such as: • Encouraging infill development on vacant tracts within developed areas (Comprehensive Plan, Residential Policy Statement F), • Locating medium -density residential development along a collector street with convenient access to an arterial street (Comprehensive Plan, Residential Policy Statement H), • Providing for a compatible configuration of activities with emphasis on accommodation of existing zoning patterns and the protection of low- density residential activities from incompatible activities (Southside ADP Policy Statement 8.1), • Buffering high-intensity commercial areas from low-density residential areas through the existence of roads, public/institutional buildings, open space, scale of designs, and transitional land uses (Southside ADP Policy Statement 8.6), and • Discouraging new high-intensity commercial developments from locating directly adjacent to low -intensity residential areas without an adequate transition or buffer (Southside ADP Policy Statement 8.7). Plat Status: The subject property is not platted. Department Comments: • Buffer Yard Requirements: The development would be required to provide a physical buffer between the "RM -1" District and the "RS -6" District located on the south side of the subject property. The zoning differences require a "Type A" Buffer Yard, which includes a 10 -foot -wide landscaped buffer yard and 10 points as referenced in UDC Table 7.9.7. The relocation of the 50 -foot -wide private drainage ditch to the south side of the property also provides a physical buffer from the low density residential uses. • The rezoning is consistent with the Comprehensive Plan and with elements of the Southside Area Development Plan as outlined in the previous section of this report. • The rezoning is compatible with the adjacent uses and with the character of the neighborhood. • The property is suited for the proposed uses - an apartment complex, townhomes and assisted living facilities. • The rezoning does not have a negative impact on the surrounding neighborhood because it is compatible with the surrounding uses and zoning and has access to roadways capable of handling increased traffic. Additionally, a buffer yard and additional setback requirements will be required at the southern boundary of the subject property where it is adjacent to a single-family neighborhood. Staff Report Page 4 Planning Commission and Staff Recommendation: Approval of the change of zoning from the "RS -6" Single -Family 6 District and to the "RM -1" Multifamily 1 District. Public Notification Number of Notices Mailed — 58 within 200 -foot notification area 10 outside notification area As of January 30, 2015: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 1 inside notification area — 0 outside notification area Totaling 0.31% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) K:\DevelopmentSvcs\SHARED\ZONING CASES\2015\0115-01 The Convent Academy of the Incarnate Word\Council Documents\Report for CC_0115-01The Convent Academy of the Incarnate Word.docx S=6 RS -6 • � Q Dov e RS -TF 0 SUBJECT 38 PROPERTY G 32 25 a X14 49 ry 540. N 40 —3►39 471.1648 50* CO a '4fta M y4�a, c "R a 4MF<O N co CN- N 1411'4 N M M 29* M 18R M 19`57 M P UID NP , U/D ti / 4 0 12 13 0,21 CG -2 / 80F ett / ti G-2 CG -2 9. te/Created: 12415/2014 Prepared By: jTeremym epartmept of/Development Services 0115-01 Zoning & Notice Area RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CI CBD FR BP Resort Commercial Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home nSubject Property 0 Owners with 200' buffer in favor A Owners within 200' listed on V Owners Z attached ownership table A in opposition LOCATION MAP City of AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 10, 2015 Second Reading for the City Council Meeting of February 17, 2015 DATE: January 30, 2015 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Residential Estate to Single -Family For MPM Development LP Property Address: 8410 South Staples Street CAPTION: Case No. 0115-03 MPM Development LP: A change of zoning from the "RS -22" Single - Family 22 District to the "RS -15" Single -Family 15 District, not resulting in a change to the Future Land Use Plan. The property is described as Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway. PURPOSE: The purpose of this item is to reduce side yard requirements from ten feet to five feet in the 35 -lot subdivision. RECOMMENDATION: Planning Commission and Staff Recommendation (January 14, 2015): Denial of the change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District and, in lieu thereof, approval of a change of zoning to the "RS-22/SP" Single -Family 22 District with a Special Permit subject to the following conditions: 1. Permitted Uses: The only uses authorized by this Special Permit are those authorized by the "RS -22" Single -Family 22 District. 2. Setbacks: The Property shall provide a minimum side yard setback of five feet. All other setbacks, open space, and height requirements shall comply with the "RS -22" Single -Family 22 District. 3. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS - 22" Single -Family 22 District to the "RS -15" Single -Family 15 District in order to reduce side yard requirements from ten feet to five feet. The applicant/developer will construct homes ranging in size from 2,500 square feet to 3,500 square feet. The proposed rezoning is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. The subject property is suited for the proposed project. The applicant is agreeable to the Special Permit recommended by Planning Commission/Staff. ALTERNATIVES: 1. Approve the Planning Commission/Staff recommendation of "RS-22/SP" Single - Family 22 District with a Special Permit (as recommended). 2. Approve the "RS -15" Single -Family 15 District 3. Deny the request altogether. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The Comprehensive Plan and the London Area Development Plan (ADP) slate the subject property for low density residential uses. The proposed change of zoning to the "RS -15" Single -Family 15 District or to the "RS-22/SP" Single -Family 22 District with a Special Permit (as recommended) is consistent with the adopted Future Land Use Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z 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: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map "RS-22/SP" Ordinance with Exhibits "RS -15" Ordinance with Exhibits Planning Commission Final Report with Attachments Ordinance amending the Unified Development Code ("UDC"), upon application by MPM Development LP and Miguel Pro ("Owners"), by changing the UDC Zoning Map in reference to Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4 from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of MPM Development LP and Miguel Pro ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by MPM Development LP and Miguel Pro ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway (the "Property"), from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District (Zoning Map No. 046030), as shown in Exhibit "A" and Exhibit "B." Exhibit "A", which is a map pertaining to the Property, and Exhibit B, which is the recorded plat of the Property, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , 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 , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 0115-03 RS -15 Ordinance - MPM Development LP Page 2 of 2 RE y S'STAPLES'ST 0 "fir/ j ) / ;./� ee"/"4:; A :1 Jy AEr f If 1 rfir r,/% / r 'r i FR SUBJECT PROPERTY N R KING ACRES DR 7. 810 f� R SP/04-10 re ared —12718 Preaared Sy: /e"iemym Department oflDe�fopment_Servfc a1 j CASE: 0115-03 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Mufti -family 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unh De, Overlay RS -10 Stngle-Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF 1Wo-Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home S BJECT 1,ROPE T -.Y Sl' N `11� ILOCATIO N MAP] City of Corpus Christi EXHIBIT A 2O• CL SMITH STAPLES STREET E FM 2444) _ S89'58 05'E 596 19' 089' 58' 05' E r00117'03 SECT. L. LAURELES ' 60. (9' -, 17 NR",Tcin of°ira6ui aR1iSTl q [mV101NVE:_7NE �`hr°.,- ' , _ I , F/ '%l ' . W.v iuOCl]Ap0 aGttT-O CwNG[ u A„,"EtDzcE.TT..- Liu Gr- CET4NNEN1 1I '' \�A./i//4.-- ,o,,,_S E 1.10NO RATER FOR SIOR01 WATER mmol' r0.1 DOS PROPS./ 5 THE OSO 6 R. EES w NOT 0.2111 .0.,.. HE K VAfE USE f50 ORM r CRS DREETL• ROD IO / / p MD THE DAY TM ERs OwSWID 15 AOwTK LEE us[ F. TREE °s° BAT AS ISET TSTER14 PO '8 210.0 5 t� { 'E1C'EPTICaUe AHO b5)7R RA1ER5' 4x0 CATE4M12E3 ....to RATER ....Apr ��!\- 22054 SF•f. /,,N i P A ECREATIC. USE 8 W y.6 2911'7 Sr i l 16 qI ,. s \2 ].919 Sr i n aA'•§ A, ALL com.ms wafu Onln•a[ Nmm OV.0 \e A / 7 +1 Of 1102.5 TS TPC COMOR E. BOUNDARY LM OF ✓ G ESTATES TO. 1 J,I11. \ \L� 1 q? V `\\ V AND MT RMWRT UNE OF H SUBJECT SRR. NorN. AS SHOWN �A �( �`-,..,,,,,,r- 1. .s,. "1 - -- r- C r0. 'n§ `\ DRR'Et'r 1WEi, 1 w IV \2522] SF 'Y VOL 6,8 P5 330 5'uE ILII 1 1.1F. ozone or - g \5l 40. \ 0 \% • __ arts., Ji 44 . A 1E \? dA, ltr 'ice A_ '\ IL "`, \ '4\ 2 • 1 I \\® © \ I \\ A� 1 01 I 25710 2 11 k_ II, •II act, 85' 032°---: I 221)7 SE 1 .711 04 ezl Sr ;,..,„a i I1 • II� ti!'\!"�. �I 14 2.. .0 `7u I-'� \ zz016 Sr ' n;" /1S� SB OS' �" 1‘... 34 �'I 9k .V CUS'I 22 t0 S' 20 S 1 W' I IJ O E. EEEIE Sr O 1,.... \'a --L -„w+,fr 1.-.t - O • X68+, SF �y�+RR� 0 61 E. _ - La Is -• • 06 ..6 w 916.EP, EGEN➢S OR. ` d`, O 7"' 089' 4 6)" '�, 71194'7➢"0° E ,2'6'02' _ p I E Po 1RP1 L V 0 53. -e9-'rig ---01;-a'-1 °'' . 'I 4 i' tl✓ I 6a`- ' F` p _ i�CMTOM LINE ,TPR, 0.^.l ,4�,�,, Z I 226.. 6; O l' ^",0.22 E2.1 -25 r. 11''''''-2' I�-- 'WC' II..I ' d ' 2g ` b .. p. g14Nw '1 .. 47 SFS 8' "' I a gl l- i 7 b -' $ $'B1.c2 sr $ '2la 4:I 22'018 SF 210:2 SF IPo `-� \ \2966 ,E • nI SB92.50'LS'E 1,,C5 204.99 4?Hy 22188 Sr ' .a Ov e0 sr '�1tP 1-15 ASI n a Ir ° 22.11'\ 1 120129' II[P -GU9'Lllk N1�mUN�-� 1220 0Sr F 285 20• 1 22735 SF F..__ I ti i 007 Sr 124 22047 07 ,'i E4.-,,,, LV % \ 2' C ll I 711 o Y n .,g I u� yy Ir} / Jlilt $ O z2a9 or \\ 1, `•SS 2050 10' I 1} I 1178 )a1 1 ° DRAINAGE ELO13. 40 7_ I °I sr a-Siev a i) tles-"§ 8 46 11 '6 13 11 27 8 21969 sr 26 22100 SF zi 1z. 2)161 SE \ 1 2311'8 Sr \\ $ 22 66 Sr 01. 2 11 :. -211 et - -�\ • 4r L9a w•�-e9. r- -9a z JJL 9_0]_ , -16). 114_10 UE _ - 15k d `1�� 089' 5L�`\OK•' W+ 11000. 00' Ik ' I CP THE COVES A- LA31 VISTA clI�� R ) 2 1 '111' 4 Im 1V 6101'I90Epp`I`.RR. =a I Irvl 9\\\ , \ LSEI S/0'I. R. FOR RET. II POINT Ai 2' TO LOT +n 6. 0 50' 100' 7700• CORNER `cORUFR NOT un STATE Or T.. mLuir OF RACES DEVELOP... LP. HEREBY CIR., THAT WE ARE THE OWNERS OF 110 ueD DAMAGED MD P HE 00121.01. OF THEOroom. PUT. SUBECI TO A LS. m A Or 1 C NRUUTr TDA n RE HAVE HAD SRO LAND SURVEYED PUB DE 057FOREVER, .ORE NOT PREVIOUSLY TREETS .0 050.1. E0 1ED. 607EERHAVE BEEN RCBT DEDICATED OF THE PUBUC USE FOOER RRA\0 THAT 105 PUT WAS DUX NR THE POSES TIP, THE DAr Dr f e-10.136�� STATE OF EMS / YhR TAD:IAiI. CET.. PARTNER COUNTY DE MEC. THIS INSTRV,ENT WAS ACNNNOr.VL61GED .GORE uE BY 'ANO POST. ' R. MC (.) DAY DE` y 1, 1'-V.-- 3D 14- f +-. LIM1D OUENO E I1L�-L111�u `1`1 Sppi lE%ai IN ANC FOR THE T --1 1H[. )1 AT TSTA Y. SCALE 1'= IOW 6f. I F N 1 F 1/ R FEAT T. "SLBE FLOM ELEVATION GLOTS 0527 LULEL 15. CR 24071THE HIGHEST CENSE.. OF PVEONT ELEVATION DE .1011 CV. IS"ID' SEC CLEJTONG3.1.. IME" TS IN TOMS ARE 2 8, 057 a 73 uAPf 1710Y 07600 06X96 0630 0. Rfl260 JUNE . I E ECCS CONOf tK01fPoRA'Eq 4X',5 NO DR.00 AttES; r0 :WEN ST..TIS STREET IS 25700 ! 2- • T. •EL 117/N ry 9703" r,E BOTuxdRr °I,E' 6Ui SUSUWEG TO t•ft't LT • - cens73550I!00O IEO771714140t052.1•7w.0 ANO [eEM[n °T •N[ 38707 A.W TN[ �n MOW- RATA, '5 00'0 50 20• 0 0.2 I 22 0.26'0 a OpR:5, 9g 12• faG .3. O.• ,•21616' x•9890' •44 • 5 CD.... 12.E CB•TNI'53'RVE CB•NIS'19'CB'v C11.17.a6'19.E OHO. 1]• 0.x'21 63' CN•IBO 99 CH --83.3)' ©x:9''�•Sr ©94840. 01' ©0.271'Da3370' O0R..S-os74' T• B2' i• 9 9. t1• 11.9 B6' •ZS 29' 10::',44:117.,03. •29. )B' t,I.li:4:662. •29 )B' C14.22. 30 ]9 V d•2H 091 0`.110 Y 5'Y e•E79�6 04'4 0I •. )•19.09•OOR2•N 56'©©.9oeg°'73SW' . g0. 00• • 9. Po' :II. :::ttIa. 8. 6'Oa E .1 [ Y 11.39.00'a Y :at:•122.9' L6.Aei) )g C92roS60.6' CH.155 49' 01 30.104. 559'plCH•21.21'`i 004. Oq•B5•41 ©9:59rr00 Omi°•06']1• L•22 2' L•B B2 66' C9.SO9'D' E C2,700.67'3.' E,111°,1;?'"- B•S80 ] CB )4.0' a]•Y p 0.x•)0. 119' LH•8 B C 1> 62' i 009.....CD•57 O' ©22•IBD'1 ' pq_n Y.5)' p7•9099. 91' 6] 2 55 7.23.36' .137.25 C•27 35 CB S6 2 02.4 CB... DO' OD, [B.N45. OO 00.4 80X22']2.50•' CH.100 o„ CH026 DA' R•]S8. 73'04 R•]S W'p9 9.56. N' p 901011 ])' • :29 BO' 7.29.]6' T:2>I. 22 7.177 13 EB• na'']'21'C CER6. 04.21']5.4 U. 87. N.'58'00V CC113200260 '04•E O 0•06.3.040. 0 ` Tg 3g ca."11727'20"c •57.96' FDR I/2• S STARES ST -11 1 0 600' 1200' 240:' PLAT OF SCALE' 1203' KING ESTATES UNIT 4 LOCATION MAP tow. APPROX. ..."2". M� TRACT OF An R R LESS. APO . OFF THE 673 4o. OR F OF SECTION ]l. LAWELES FAIR TRACTS. A n G CH IS µF..7," '"wC/2,1P RI RINE O. PACE :5. HAP 9405220. NUECES CD , tx. �y!'ry..;Uo CSS-;��Q(.J' CORPUS CHRISTI, NUECES COUNTY, TEXAS /" t.,k+'', ,=.. DATE ROTTED 10/14/14 'A%BE -, HASS 6 WELSH ENGIN ERING c. "' 1.0 u � �� _:5- /'11•-':12"'1 FERN N0. F-52, 3054 5. AL ME➢A ST. SELEEC. LNC `' ' .7" .343, SYL CORPUS CHRISTI. TEXAS 2404 PLAT SE 1 YAR.-^ :.F: •ti'^) i .�y�RYI STATE Cf TESAS O CCUNIT OF NNIJEEES ERF. /'�� •'"+�4'•J �0"'R(wwFl HERER2 0791')? DOT WE ARE 917 HOLLERS G A ALIr.N W i E Lw0 ry usR.4'ED '""w p o X647737 E E �EOREDQNc CC.10EMT.CNS INTRON E6RESSED'On STATE Or TEXAS °r TIDE-+.rA,..R 6 w.•�- 610, 02.0 OF TOaF e::11•WP:',' `reu1EEDREAt o�� 4: 5,THE ._\.5 0BY Or t) 9• •t1' X1r os!H_ . N1 ARGARIT'AiV ri.IDu • ti 7 • ARY I'. IN ANJ f THE STATE OF TEE. STATE CE TO. COUNT. Of PACES DEPART.. Or 0EYELLPT. u12 8270700 OF 706 C1a'rr Of RP [7000 3773673 71006 7EV'EL0IRAENr SERNCCS JEER 7.0"....Z att COUNTS OF NUECES DEE oDoy o„ B� Hiva J"pl1u9ARMCP., ""p w0 M�PERTT "O.° ONFOOL PAT OF TBE.n3 =F TIPS E 29rx0Ar Or JAr m P4404i% Li. TEED - AP STATE Or IENFS COUNTY OF NUECES DAN R u CA 0707, P.E. A) 2 10 3136..018 (6.4]600044) I. NOON .LSH. REGOIEREO PROMS... ENGINEER 07 EBY CETHE �fr DWT THE AD UNDER FOREGO,. PLAT m6403 PREPD So1.100 Of ARED AN CT AND 7347 0E AVE BEEN ENS IUP TO SET ALL 377 O OWNERS WON UE ACWtto 7)1E10N OF TIPS THE -6 7)07 07 OG71v 30/6-. STATE OF COuNn OF .00.3 y]_ OiOF 7nL 12.110,1 0.10pnll.CCf C"• WTER S AGE 5TSEu OtAlfir. APPROVEDBr IHE60770F15-11ESA73UOT'NEOF OTH[ R0RITEREDEPR 2670l0NB1 LAND DAVEYOP_ T NMBER 2211 STATE OF )7X46 1 mom of NUEc 5 / DAHEAL. I,0 DIANA T BARRERA. CLERK CR THE C UR. CUUR+ V. AM FOR SOD 1 COIJNTS DO /nHER�E.. LCCE�-RTIFF'Y T. THE ��F��O��REGOING INSTRUAENT DATED THE d(- DAY ILLS . 20.-1--1- 90�0 .^1615 CEFOINGRE Dr 0.00ENTr.A110) 673 n05 RED FOR 920 1.IN DFFKE 1NE¢_A_ DAY G .ockbw 3711 Al 9.05 063000 V. AND DULY RECORDED THE DAV Dr to-{1hs-r . F.L0 r6LOCN _ 0_6.R. 7x7 H,P RECORDS Cr ROD EDYNTY 10//yyVO�L,.�•sat. 770733, DSTRUVENT NL'u9ERolg_d1(Y/j�_3_„ RRNEZ Hr HAND 4 000 7311. 07 706 E)7OJ� *0070 1N 4117 701 56000440)7.AT OFFICE llLwµl(.0.9Fc CAS T ILLO COMM NuEEES COU 14x0 1& I ,1_.ats 1 7 ,u 3Q) LA ‘-a4 EXHIBIT B Ordinance amending the Unified Development Code ("UDC"), upon application by MPM Development LP and Miguel Pro ("Owners"), by changing the UDC Zoning Map in reference to Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4 from the "RS -22" Single -Family 22 District to the "RS-22/SP" Single -Family 22 District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of MPM Development LP and Miguel Pro ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by MPM Development LP and Miguel Pro ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lots 1 through 7, Block 1 and Lots 1 through 28, Block 2, King Estates Unit 4, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway (the "Property"), from the "RS -22" Single -Family 22 District to the "RS-22/SP" Single -Family 22 District with a Special Permit (Zoning Map No. 046030), as shown in Exhibit "A" and Exhibit "B." Exhibit "A", which is a map pertaining to the Property, and Exhibit B, which is the recorded plat of the Property, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner meeting the requirements of Exhibit B and the following conditions: 1. Permitted Uses: The only uses authorized by this Special Permit are those authorized by the "RS -22" Single -Family 22 District. 2. Setbacks: The Property shall provide a minimum side yard setback of five feet. All other setbacks, open space, and height requirements shall comply with the "RS -22" Single -Family 22 District. 3. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 5. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 7. Publication shall be made in the City's official publication as required by the City's Charter. 0115-03 RS -22 SP Ordinance - MPM Development LP_rev 1-20-2015 Page 2 of 3 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , 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 , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 0115-03 RS -22 SP Ordinance - MPM Development LP_rev 1-20-2015 Page 3 of 3 RE y S'STAPLES'ST 0 "fir/ j ) / ;./� ee"/"4:; A :1 Jy AEr f If 1 rfir r,/% / r 'r i FR SUBJECT PROPERTY N R KING ACRES DR 7. 810 f� R SP/04-10 re ared —12718 Preaared Sy: /e"iemym Department oflDe�fopment_Servfc a1 j CASE: 0115-03 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Mufti -family 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unh De, Overlay RS -10 Stngle-Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF 1Wo-Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home S BJECT 1,ROPE T -.Y Sl' N `11� ILOCATIO N MAP] City of Corpus Christi EXHIBIT A 2O• CL SMITH STAPLES STREET E FM 2444) _ S89'58 05'E 596 19' 089' 58' 05' E r00117'03 SECT. L. LAURELES ' 60. (9' -, 17 NR",Tcin of°ira6ui aR1iSTl q [mV101NVE:_7NE �`hr°.,- ' , _ I , F/ '%l ' . W.v iuOCl]Ap0 aGttT-O CwNG[ u A„,"EtDzcE.TT..- Liu Gr- CET4NNEN1 1I '' \�A./i//4.-- ,o,,,_S E 1.10NO RATER FOR SIOR01 WATER mmol' r0.1 DOS PROPS./ 5 THE OSO 6 R. EES w NOT 0.2111 .0.,.. HE K VAfE USE f50 ORM r CRS DREETL• ROD IO / / p MD THE DAY TM ERs OwSWID 15 AOwTK LEE us[ F. TREE °s° BAT AS ISET TSTER14 PO '8 210.0 5 t� { 'E1C'EPTICaUe AHO b5)7R RA1ER5' 4x0 CATE4M12E3 ....to RATER ....Apr ��!\- 22054 SF•f. /,,N i P A ECREATIC. USE 8 W y.6 2911'7 Sr i l 16 qI ,. s \2 ].919 Sr i n aA'•§ A, ALL com.ms wafu Onln•a[ Nmm OV.0 \e A / 7 +1 Of 1102.5 TS TPC COMOR E. BOUNDARY LM OF ✓ G ESTATES TO. 1 J,I11. \ \L� 1 q? V `\\ V AND MT RMWRT UNE OF H SUBJECT SRR. NorN. AS SHOWN �A �( �`-,..,,,,,,r- 1. .s,. "1 - -- r- C r0. 'n§ `\ DRR'Et'r 1WEi, 1 w IV \2522] SF 'Y VOL 6,8 P5 330 5'uE ILII 1 1.1F. ozone or - g \5l 40. \ 0 \% • __ arts., Ji 44 . A 1E \? dA, ltr 'ice A_ '\ IL "`, \ '4\ 2 • 1 I \\® © \ I \\ A� 1 01 I 25710 2 11 k_ II, •II act, 85' 032°---: I 221)7 SE 1 .711 04 ezl Sr ;,..,„a i I1 • II� ti!'\!"�. �I 14 2.. .0 `7u I-'� \ zz016 Sr ' n;" /1S� SB OS' �" 1‘... 34 �'I 9k .V CUS'I 22 t0 S' 20 S 1 W' I IJ O E. EEEIE Sr O 1,.... \'a --L -„w+,fr 1.-.t - O • X68+, SF �y�+RR� 0 61 E. _ - La Is -• • 06 ..6 w 916.EP, EGEN➢S OR. ` d`, O 7"' 089' 4 6)" '�, 71194'7➢"0° E ,2'6'02' _ p I E Po 1RP1 L V 0 53. -e9-'rig ---01;-a'-1 °'' . 'I 4 i' tl✓ I 6a`- ' F` p _ i�CMTOM LINE ,TPR, 0.^.l ,4�,�,, Z I 226.. 6; O l' ^",0.22 E2.1 -25 r. 11''''''-2' I�-- 'WC' II..I ' d ' 2g ` b .. p. g14Nw '1 .. 47 SFS 8' "' I a gl l- i 7 b -' $ $'B1.c2 sr $ '2la 4:I 22'018 SF 210:2 SF IPo `-� \ \2966 ,E • nI SB92.50'LS'E 1,,C5 204.99 4?Hy 22188 Sr ' .a Ov e0 sr '�1tP 1-15 ASI n a Ir ° 22.11'\ 1 120129' II[P -GU9'Lllk N1�mUN�-� 1220 0Sr F 285 20• 1 22735 SF F..__ I ti i 007 Sr 124 22047 07 ,'i E4.-,,,, LV % \ 2' C ll I 711 o Y n .,g I u� yy Ir} / Jlilt $ O z2a9 or \\ 1, `•SS 2050 10' I 1} I 1178 )a1 1 ° DRAINAGE ELO13. 40 7_ I °I sr a-Siev a i) tles-"§ 8 46 11 '6 13 11 27 8 21969 sr 26 22100 SF zi 1z. 2)161 SE \ 1 2311'8 Sr \\ $ 22 66 Sr 01. 2 11 :. -211 et - -�\ • 4r L9a w•�-e9. r- -9a z JJL 9_0]_ , -16). 114_10 UE _ - 15k d `1�� 089' 5L�`\OK•' W+ 11000. 00' Ik ' I CP THE COVES A- LA31 VISTA clI�� R ) 2 1 '111' 4 Im 1V 6101'I90Epp`I`.RR. =a I Irvl 9\\\ , \ LSEI S/0'I. R. FOR RET. II POINT Ai 2' TO LOT +n 6. 0 50' 100' 7700• CORNER `cORUFR NOT un STATE Or T.. mLuir OF RACES DEVELOP... LP. HEREBY CIR., THAT WE ARE THE OWNERS OF 110 ueD DAMAGED MD P HE 00121.01. OF THEOroom. PUT. SUBECI TO A LS. m A Or 1 C NRUUTr TDA n RE HAVE HAD SRO LAND SURVEYED PUB DE 057FOREVER, .ORE NOT PREVIOUSLY TREETS .0 050.1. E0 1ED. 607EERHAVE BEEN RCBT DEDICATED OF THE PUBUC USE FOOER RRA\0 THAT 105 PUT WAS DUX NR THE POSES TIP, THE DAr Dr f e-10.136�� STATE OF EMS / YhR TAD:IAiI. CET.. PARTNER COUNTY DE MEC. THIS INSTRV,ENT WAS ACNNNOr.VL61GED .GORE uE BY 'ANO POST. ' R. MC (.) DAY DE` y 1, 1'-V.-- 3D 14- f +-. LIM1D OUENO E I1L�-L111�u `1`1 Sppi lE%ai IN ANC FOR THE T --1 1H[. )1 AT TSTA Y. SCALE 1'= IOW 6f. I F N 1 F 1/ R FEAT T. "SLBE FLOM ELEVATION GLOTS 0527 LULEL 15. CR 24071THE HIGHEST CENSE.. OF PVEONT ELEVATION DE .1011 CV. IS"ID' SEC CLEJTONG3.1.. IME" TS IN TOMS ARE 2 8, 057 a 73 uAPf 1710Y 07600 06X96 0630 0. Rfl260 JUNE . I E ECCS CONOf tK01fPoRA'Eq 4X',5 NO DR.00 AttES; r0 :WEN ST..TIS STREET IS 25700 ! 2- • T. •EL 117/N ry 9703" r,E BOTuxdRr °I,E' 6Ui SUSUWEG TO t•ft't LT • - cens73550I!00O IEO771714140t052.1•7w.0 ANO [eEM[n °T •N[ 38707 A.W TN[ �n MOW- RATA, '5 00'0 50 20• 0 0.2 I 22 0.26'0 a OpR:5, 9g 12• faG .3. O.• ,•21616' x•9890' •44 • 5 CD.... 12.E CB•TNI'53'RVE CB•NIS'19'CB'v C11.17.a6'19.E OHO. 1]• 0.x'21 63' CN•IBO 99 CH --83.3)' ©x:9''�•Sr ©94840. 01' ©0.271'Da3370' O0R..S-os74' T• B2' i• 9 9. t1• 11.9 B6' •ZS 29' 10::',44:117.,03. •29. )B' t,I.li:4:662. •29 )B' C14.22. 30 ]9 V d•2H 091 0`.110 Y 5'Y e•E79�6 04'4 0I •. )•19.09•OOR2•N 56'©©.9oeg°'73SW' . g0. 00• • 9. Po' :II. :::ttIa. 8. 6'Oa E .1 [ Y 11.39.00'a Y :at:•122.9' L6.Aei) )g C92roS60.6' CH.155 49' 01 30.104. 559'plCH•21.21'`i 004. Oq•B5•41 ©9:59rr00 Omi°•06']1• L•22 2' L•B B2 66' C9.SO9'D' E C2,700.67'3.' E,111°,1;?'"- B•S80 ] CB )4.0' a]•Y p 0.x•)0. 119' LH•8 B C 1> 62' i 009.....CD•57 O' ©22•IBD'1 ' pq_n Y.5)' p7•9099. 91' 6] 2 55 7.23.36' .137.25 C•27 35 CB S6 2 02.4 CB... DO' OD, [B.N45. OO 00.4 80X22']2.50•' CH.100 o„ CH026 DA' R•]S8. 73'04 R•]S W'p9 9.56. N' p 901011 ])' • :29 BO' 7.29.]6' T:2>I. 22 7.177 13 EB• na'']'21'C CER6. 04.21']5.4 U. 87. N.'58'00V CC113200260 '04•E O 0•06.3.040. 0 ` Tg 3g ca."11727'20"c •57.96' FDR I/2• S STARES ST -11 1 0 600' 1200' 240:' PLAT OF SCALE' 1203' KING ESTATES UNIT 4 LOCATION MAP tow. APPROX. ..."2". M� TRACT OF An R R LESS. APO . OFF THE 673 4o. OR F OF SECTION ]l. LAWELES FAIR TRACTS. A n G CH IS µF..7," '"wC/2,1P RI RINE O. PACE :5. HAP 9405220. NUECES CD , tx. �y!'ry..;Uo CSS-;��Q(.J' CORPUS CHRISTI, NUECES COUNTY, TEXAS /" t.,k+'', ,=.. DATE ROTTED 10/14/14 'A%BE -, HASS 6 WELSH ENGIN ERING c. "' 1.0 u � �� _:5- /'11•-':12"'1 FERN N0. F-52, 3054 5. AL ME➢A ST. SELEEC. LNC `' ' .7" .343, SYL CORPUS CHRISTI. TEXAS 2404 PLAT SE 1 YAR.-^ :.F: •ti'^) i .�y�RYI STATE Cf TESAS O CCUNIT OF NNIJEEES ERF. /'�� •'"+�4'•J �0"'R(wwFl HERER2 0791')? DOT WE ARE 917 HOLLERS G A ALIr.N W i E Lw0 ry usR.4'ED '""w p o X647737 E E �EOREDQNc CC.10EMT.CNS INTRON E6RESSED'On STATE Or TEXAS °r TIDE-+.rA,..R 6 w.•�- 610, 02.0 OF TOaF e::11•WP:',' `reu1EEDREAt o�� 4: 5,THE ._\.5 0BY Or t) 9• •t1' X1r os!H_ . N1 ARGARIT'AiV ri.IDu • ti 7 • ARY I'. IN ANJ f THE STATE OF TEE. STATE CE TO. COUNT. Of PACES DEPART.. Or 0EYELLPT. u12 8270700 OF 706 C1a'rr Of RP [7000 3773673 71006 7EV'EL0IRAENr SERNCCS JEER 7.0"....Z att COUNTS OF NUECES DEE oDoy o„ B� Hiva J"pl1u9ARMCP., ""p w0 M�PERTT "O.° ONFOOL PAT OF TBE.n3 =F TIPS E 29rx0Ar Or JAr m P4404i% Li. TEED - AP STATE Or IENFS COUNTY OF NUECES DAN R u CA 0707, P.E. A) 2 10 3136..018 (6.4]600044) I. NOON .LSH. REGOIEREO PROMS... ENGINEER 07 EBY CETHE �fr DWT THE AD UNDER FOREGO,. PLAT m6403 PREPD So1.100 Of ARED AN CT AND 7347 0E AVE BEEN ENS IUP TO SET ALL 377 O OWNERS WON UE ACWtto 7)1E10N OF TIPS THE -6 7)07 07 OG71v 30/6-. STATE OF COuNn OF .00.3 y]_ OiOF 7nL 12.110,1 0.10pnll.CCf C"• WTER S AGE 5TSEu OtAlfir. APPROVEDBr IHE60770F15-11ESA73UOT'NEOF OTH[ R0RITEREDEPR 2670l0NB1 LAND DAVEYOP_ T NMBER 2211 STATE OF )7X46 1 mom of NUEc 5 / DAHEAL. I,0 DIANA T BARRERA. CLERK CR THE C UR. CUUR+ V. AM FOR SOD 1 COIJNTS DO /nHER�E.. LCCE�-RTIFF'Y T. THE ��F��O��REGOING INSTRUAENT DATED THE d(- DAY ILLS . 20.-1--1- 90�0 .^1615 CEFOINGRE Dr 0.00ENTr.A110) 673 n05 RED FOR 920 1.IN DFFKE 1NE¢_A_ DAY G .ockbw 3711 Al 9.05 063000 V. AND DULY RECORDED THE DAV Dr to-{1hs-r . F.L0 r6LOCN _ 0_6.R. 7x7 H,P RECORDS Cr ROD EDYNTY 10//yyVO�L,.�•sat. 770733, DSTRUVENT NL'u9ERolg_d1(Y/j�_3_„ RRNEZ Hr HAND 4 000 7311. 07 706 E)7OJ� *0070 1N 4117 701 56000440)7.AT OFFICE llLwµl(.0.9Fc CAS T ILLO COMM NuEEES COU 14x0 1& I ,1_.ats 1 7 ,u 3Q) LA ‘-a4 EXHIBIT B Aerial Overview m▪ iltemzliusui tltli�tl! l� : iy Itl oh" !U0!I ossa 41111.4, lat Noe y . 1121 • ,vsi, e is �iuII IIU -te r 1411•11111111011111.11 PbTe ;d. oilla N 1 Aerial Overview PLANNING COMMISSION FINAL REPORT Case No. 0115-03 HTE No. 14-10000049 Planning Commission Hearing Date: January 14, 2015 Applicant & Legal Description Applicant/Owner: MPM Development LP Representatives: Mossa Mostaghasi Legal Description/Location: King Estates Unit 4, Block 1, Lots 1 through 7, and Block 2, Lots 1 through 28, located near the southeast corner of South Staples Street (FM 2444) and South Oso Parkway. Zoning Request From: "RS -22" Single -Family 22 To: "RS -15" Single -Family 15 Area: 23.93 acres Purpose of Request: To reduce side yard requirements from ten feet to five feet in the 35 -lot subdivision. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -22" Single -Family 22 Vacant Estate Residential North "CN -1" Neighborhood Commercial and "FR" Farm Rural Public Semi -Public Commercial and Public Semi -Public South "FR/SP" Farm Rural with a Special Permit Low Density Residential Estate Residential East "FR" Farm Rural Park Park West "RE" Residential Estate Estate Residential Estate Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the London Area Development Plan and is planned for low density residential uses. The proposed rezoning to the "RS -15" Single -Family 15 District is not consistent with the adopted Future Land Use Plan and the London Area Development Plan. Map No.: 046030 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 1,000 feet of street frontage along South Staples Street, which is designated as an "A3" Primary Arterial Divided street. Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (XXXX) South Staples Street "A3" Primary Arterial Divided 130' ROW 79' paved 140' ROW 40' paved 7,651 ADT Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -22" Single - Family 22 District to the "RS -15" Single -Family 15 District to reduce side yard requirements from ten feet to five feet in the 35 -lot subdivision. Development Plan: Applicant proposes to construct single-family residences ranging in size from 2,500 square feet to 3,500 square feet. Existing Land Uses & Zoning: North of the subject property, across South Staples Street, is the Botanical Gardens in the "FR" Farm Rural District. South of the subject property is low density housing in the "FR/SP" Farm Rural District with a Special Permit for half -acre single-family lots with side yard setbacks of five feet. East of the subject property in the "FR" Farm Rural District is park land owned by the City of Corpus Christ and west is residential estate housing in the "RE" Residential Estate District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is located within the boundaries of the London Area Development Plan. The proposed change of zoning to the "RS -15" Single -Family 15 District is not consistent with the adopted Future Land Use Plan, which slates the property for low density residential use. Plat Status: The subject property is platted and each lot is in excess of 22,000 square feet. Department Comments: • The properties located south and west of the subject property are developed with single-family uses. The proposed rezoning is consistent with the land use and zoning patterns of adjacent properties. • The "RS -22" District requires a minimum lot area (half -acre) that accommodates the use of septic systems. If the change of zoning is granted, the development would still require lots to remain at half -acres in size. • The proposed rezoning would not negatively impact the surrounding properties. • The property to be rezoned is suitable for uses permitted by the "RS -15" Single - Family 15 District. • Planning Commission recommended keeping the "RS -22" District while granting a Special Permit to allow reduced side yard setbacks of five feet. Staff and the applicant are also agreeable to the Special Permit. Staff Report Page 3 Planninq Commission and Staff Recommendation (January 14, 2015): Denial of the change of zoning from the "RS -22" Single -Family 22 District to the "RS -15" Single -Family 15 District and, in lieu thereof, approval of a change of zoning to the "RS-22/SP" Single -Family 22 District with a Special Permit subject to the following conditions: 1. Permitted Uses: The only uses authorized by this Special Permit are those authorized by the "RS -22" Single -Family 22 District. 2. Setbacks: The Property shall provide a minimum side yard setback of five feet. All other setbacks, open space, and height requirements shall comply with the "RS -22" Single -Family 22 District. 3. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Public Notification Number of Notices Mailed — 28 within 200 -foot notification area 1 outside notification area As of January 30, 2015: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Plat K:\DevelopmentSvcs\SHARED\ZONING CASES\2015\0115-03 MPM Development LP\Council Documents\Report for CC_0115-03 MPM Development LP.docx RE y S'STAPLES'ST 0 "fir/ j ) / ;./� ee"/"4:; A :1 Jy AEr f If 1 rfir r,/% / r 'r i FR SUBJECT PROPERTY N R KING ACRES DR 7. 810 f� R SP/04-10 re ared —12718 Preaared Sy: /e"iemym Department oflDe�fopment_Servfc a1 j CASE: 0115-03 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Mufti -family 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unh De, Overlay RS -10 Stngle-Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF 1Wo-Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home S BJECT 1,ROPE T -.Y Sl' N `11� ILOCATIO N MAP] City of Corpus Christi EXHIBIT A 2O• CL SMITH STAPLES STREET E FM 2444) _ S89'58 05'E 596 19' 089' 58' 05' E r00117'03 SECT. L. LAURELES ' 60. (9' -, 17 NR",Tcin of°ira6ui aR1iSTl q [mV101NVE:_7NE �`hr°.,- ' , _ I , F/ '%l ' . W.v iuOCl]Ap0 aGttT-O CwNG[ u A„,"EtDzcE.TT..- Liu Gr- CET4NNEN1 1I '' \�A./i//4.-- ,o,,,_S E 1.10NO RATER FOR SIOR01 WATER mmol' r0.1 DOS PROPS./ 5 THE OSO 6 R. EES w NOT 0.2111 .0.,.. HE K VAfE USE f50 ORM r CRS DREETL• ROD IO / / p MD THE DAY TM ERs OwSWID 15 AOwTK LEE us[ F. TREE °s° BAT AS ISET TSTER14 PO '8 210.0 5 t� { 'E1C'EPTICaUe AHO b5)7R RA1ER5' 4x0 CATE4M12E3 ....to RATER ....Apr ��!\- 22054 SF•f. /,,N i P A ECREATIC. USE 8 W y.6 2911'7 Sr i l 16 qI ,. s \2 ].919 Sr i n aA'•§ A, ALL com.ms wafu Onln•a[ Nmm OV.0 \e A / 7 +1 Of 1102.5 TS TPC COMOR E. BOUNDARY LM OF ✓ G ESTATES TO. 1 J,I11. \ \L� 1 q? V `\\ V AND MT RMWRT UNE OF H SUBJECT SRR. NorN. AS SHOWN �A �( �`-,..,,,,,,r- 1. .s,. "1 - -- r- C r0. 'n§ `\ DRR'Et'r 1WEi, 1 w IV \2522] SF 'Y VOL 6,8 P5 330 5'uE ILII 1 1.1F. ozone or - g \5l 40. \ 0 \% • __ arts., Ji 44 . A 1E \? dA, ltr 'ice A_ '\ IL "`, \ '4\ 2 • 1 I \\® © \ I \\ A� 1 01 I 25710 2 11 k_ II, •II act, 85' 032°---: I 221)7 SE 1 .711 04 ezl Sr ;,..,„a i I1 • II� ti!'\!"�. �I 14 2.. .0 `7u I-'� \ zz016 Sr ' n;" /1S� SB OS' �" 1‘... 34 �'I 9k .V CUS'I 22 t0 S' 20 S 1 W' I IJ O E. EEEIE Sr O 1,.... \'a --L -„w+,fr 1.-.t - O • X68+, SF �y�+RR� 0 61 E. _ - La Is -• • 06 ..6 w 916.EP, EGEN➢S OR. ` d`, O 7"' 089' 4 6)" '�, 71194'7➢"0° E ,2'6'02' _ p I E Po 1RP1 L V 0 53. -e9-'rig ---01;-a'-1 °'' . 'I 4 i' tl✓ I 6a`- ' F` p _ i�CMTOM LINE ,TPR, 0.^.l ,4�,�,, Z I 226.. 6; O l' ^",0.22 E2.1 -25 r. 11''''''-2' I�-- 'WC' II..I ' d ' 2g ` b .. p. g14Nw '1 .. 47 SFS 8' "' I a gl l- i 7 b -' $ $'B1.c2 sr $ '2la 4:I 22'018 SF 210:2 SF IPo `-� \ \2966 ,E • nI SB92.50'LS'E 1,,C5 204.99 4?Hy 22188 Sr ' .a Ov e0 sr '�1tP 1-15 ASI n a Ir ° 22.11'\ 1 120129' II[P -GU9'Lllk N1�mUN�-� 1220 0Sr F 285 20• 1 22735 SF F..__ I ti i 007 Sr 124 22047 07 ,'i E4.-,,,, LV % \ 2' C ll I 711 o Y n .,g I u� yy Ir} / Jlilt $ O z2a9 or \\ 1, `•SS 2050 10' I 1} I 1178 )a1 1 ° DRAINAGE ELO13. 40 7_ I °I sr a-Siev a i) tles-"§ 8 46 11 '6 13 11 27 8 21969 sr 26 22100 SF zi 1z. 2)161 SE \ 1 2311'8 Sr \\ $ 22 66 Sr 01. 2 11 :. -211 et - -�\ • 4r L9a w•�-e9. r- -9a z JJL 9_0]_ , -16). 114_10 UE _ - 15k d `1�� 089' 5L�`\OK•' W+ 11000. 00' Ik ' I CP THE COVES A- LA31 VISTA clI�� R ) 2 1 '111' 4 Im 1V 6101'I90Epp`I`.RR. =a I Irvl 9\\\ , \ LSEI S/0'I. R. FOR RET. II POINT Ai 2' TO LOT +n 6. 0 50' 100' 7700• CORNER `cORUFR NOT un STATE Or T.. mLuir OF RACES DEVELOP... LP. HEREBY CIR., THAT WE ARE THE OWNERS OF 110 ueD DAMAGED MD P HE 00121.01. OF THEOroom. PUT. SUBECI TO A LS. m A Or 1 C NRUUTr TDA n RE HAVE HAD SRO LAND SURVEYED PUB DE 057FOREVER, .ORE NOT PREVIOUSLY TREETS .0 050.1. E0 1ED. 607EERHAVE BEEN RCBT DEDICATED OF THE PUBUC USE FOOER RRA\0 THAT 105 PUT WAS DUX NR THE POSES TIP, THE DAr Dr f e-10.136�� STATE OF EMS / YhR TAD:IAiI. CET.. PARTNER COUNTY DE MEC. THIS INSTRV,ENT WAS ACNNNOr.VL61GED .GORE uE BY 'ANO POST. ' R. MC (.) DAY DE` y 1, 1'-V.-- 3D 14- f +-. LIM1D OUENO E I1L�-L111�u `1`1 Sppi lE%ai IN ANC FOR THE T --1 1H[. )1 AT TSTA Y. SCALE 1'= IOW 6f. I F N 1 F 1/ R FEAT T. "SLBE FLOM ELEVATION GLOTS 0527 LULEL 15. CR 24071THE HIGHEST CENSE.. OF PVEONT ELEVATION DE .1011 CV. IS"ID' SEC CLEJTONG3.1.. IME" TS IN TOMS ARE 2 8, 057 a 73 uAPf 1710Y 07600 06X96 0630 0. Rfl260 JUNE . I E ECCS CONOf tK01fPoRA'Eq 4X',5 NO DR.00 AttES; r0 :WEN ST..TIS STREET IS 25700 ! 2- • T. •EL 117/N ry 9703" r,E BOTuxdRr °I,E' 6Ui SUSUWEG TO t•ft't LT • - cens73550I!00O IEO771714140t052.1•7w.0 ANO [eEM[n °T •N[ 38707 A.W TN[ �n MOW- RATA, '5 00'0 50 20• 0 0.2 I 22 0.26'0 a OpR:5, 9g 12• faG .3. O.• ,•21616' x•9890' •44 • 5 CD.... 12.E CB•TNI'53'RVE CB•NIS'19'CB'v C11.17.a6'19.E OHO. 1]• 0.x'21 63' CN•IBO 99 CH --83.3)' ©x:9''�•Sr ©94840. 01' ©0.271'Da3370' O0R..S-os74' T• B2' i• 9 9. t1• 11.9 B6' •ZS 29' 10::',44:117.,03. •29. )B' t,I.li:4:662. •29 )B' C14.22. 30 ]9 V d•2H 091 0`.110 Y 5'Y e•E79�6 04'4 0I •. )•19.09•OOR2•N 56'©©.9oeg°'73SW' . g0. 00• • 9. Po' :II. :::ttIa. 8. 6'Oa E .1 [ Y 11.39.00'a Y :at:•122.9' L6.Aei) )g C92roS60.6' CH.155 49' 01 30.104. 559'plCH•21.21'`i 004. Oq•B5•41 ©9:59rr00 Omi°•06']1• L•22 2' L•B B2 66' C9.SO9'D' E C2,700.67'3.' E,111°,1;?'"- B•S80 ] CB )4.0' a]•Y p 0.x•)0. 119' LH•8 B C 1> 62' i 009.....CD•57 O' ©22•IBD'1 ' pq_n Y.5)' p7•9099. 91' 6] 2 55 7.23.36' .137.25 C•27 35 CB S6 2 02.4 CB... DO' OD, [B.N45. OO 00.4 80X22']2.50•' CH.100 o„ CH026 DA' R•]S8. 73'04 R•]S W'p9 9.56. N' p 901011 ])' • :29 BO' 7.29.]6' T:2>I. 22 7.177 13 EB• na'']'21'C CER6. 04.21']5.4 U. 87. N.'58'00V CC113200260 '04•E O 0•06.3.040. 0 ` Tg 3g ca."11727'20"c •57.96' FDR I/2• S STARES ST -11 1 0 600' 1200' 240:' PLAT OF SCALE' 1203' KING ESTATES UNIT 4 LOCATION MAP tow. APPROX. ..."2". M� TRACT OF An R R LESS. APO . OFF THE 673 4o. OR F OF SECTION ]l. LAWELES FAIR TRACTS. A n G CH IS µF..7," '"wC/2,1P RI RINE O. PACE :5. HAP 9405220. NUECES CD , tx. �y!'ry..;Uo CSS-;��Q(.J' CORPUS CHRISTI, NUECES COUNTY, TEXAS /" t.,k+'', ,=.. DATE ROTTED 10/14/14 'A%BE -, HASS 6 WELSH ENGIN ERING c. "' 1.0 u � �� _:5- /'11•-':12"'1 FERN N0. F-52, 3054 5. AL ME➢A ST. SELEEC. LNC `' ' .7" .343, SYL CORPUS CHRISTI. TEXAS 2404 PLAT SE 1 YAR.-^ :.F: •ti'^) i .�y�RYI STATE Cf TESAS O CCUNIT OF NNIJEEES ERF. /'�� •'"+�4'•J �0"'R(wwFl HERER2 0791')? DOT WE ARE 917 HOLLERS G A ALIr.N W i E Lw0 ry usR.4'ED '""w p o X647737 E E �EOREDQNc CC.10EMT.CNS INTRON E6RESSED'On STATE Or TEXAS °r TIDE-+.rA,..R 6 w.•�- 610, 02.0 OF TOaF e::11•WP:',' `reu1EEDREAt o�� 4: 5,THE ._\.5 0BY Or t) 9• •t1' X1r os!H_ . N1 ARGARIT'AiV ri.IDu • ti 7 • ARY I'. IN ANJ f THE STATE OF TEE. STATE CE TO. COUNT. Of PACES DEPART.. Or 0EYELLPT. u12 8270700 OF 706 C1a'rr Of RP [7000 3773673 71006 7EV'EL0IRAENr SERNCCS JEER 7.0"....Z att COUNTS OF NUECES DEE oDoy o„ B� Hiva J"pl1u9ARMCP., ""p w0 M�PERTT "O.° ONFOOL PAT OF TBE.n3 =F TIPS E 29rx0Ar Or JAr m P4404i% Li. TEED - AP STATE Or IENFS COUNTY OF NUECES DAN R u CA 0707, P.E. A) 2 10 3136..018 (6.4]600044) I. NOON .LSH. REGOIEREO PROMS... ENGINEER 07 EBY CETHE �fr DWT THE AD UNDER FOREGO,. PLAT m6403 PREPD So1.100 Of ARED AN CT AND 7347 0E AVE BEEN ENS IUP TO SET ALL 377 O OWNERS WON UE ACWtto 7)1E10N OF TIPS THE -6 7)07 07 OG71v 30/6-. STATE OF COuNn OF .00.3 y]_ OiOF 7nL 12.110,1 0.10pnll.CCf C"• WTER S AGE 5TSEu OtAlfir. APPROVEDBr IHE60770F15-11ESA73UOT'NEOF OTH[ R0RITEREDEPR 2670l0NB1 LAND DAVEYOP_ T NMBER 2211 STATE OF )7X46 1 mom of NUEc 5 / DAHEAL. I,0 DIANA T BARRERA. CLERK CR THE C UR. CUUR+ V. AM FOR SOD 1 COIJNTS DO /nHER�E.. LCCE�-RTIFF'Y T. THE ��F��O��REGOING INSTRUAENT DATED THE d(- DAY ILLS . 20.-1--1- 90�0 .^1615 CEFOINGRE Dr 0.00ENTr.A110) 673 n05 RED FOR 920 1.IN DFFKE 1NE¢_A_ DAY G .ockbw 3711 Al 9.05 063000 V. AND DULY RECORDED THE DAV Dr to-{1hs-r . F.L0 r6LOCN _ 0_6.R. 7x7 H,P RECORDS Cr ROD EDYNTY 10//yyVO�L,.�•sat. 770733, DSTRUVENT NL'u9ERolg_d1(Y/j�_3_„ RRNEZ Hr HAND 4 000 7311. 07 706 E)7OJ� *0070 1N 4117 701 56000440)7.AT OFFICE llLwµl(.0.9Fc CAS T ILLO COMM NuEEES COU 14x0 1& I ,1_.ats 1 7 ,u 3Q) LA ‘-a4 EXHIBIT B AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 10, 2015 Second Reading for the City Council Meeting of February 17, 2015 DATE: January 30, 2015 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Commercial, Office and Single -Family 6 to Single -Family 4.5 For Superior H & H Development LLC Property Location: North of Saratoga Boulevard (SH 357) and West of Norchester Drive. CAPTION: Case No. 0115-02 Superior H & H Development LLC: A change of zoning from the "CG - 2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, resulting in a change to the Future Land Use Plan. The property is described as being a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357) and west of Norchester Drive. PURPOSE: The purpose of this item is to allow a subdivision for single family dwellings. RECOMMENDATION: Planning Commission and Staff Recommendation (January 14, 2015): Approval of the change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "CG - 2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, in order to construct a subdivision for single family dwellings. The proposed rezoning is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. The subject property is suited for the proposed project. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The Comprehensive Plan and the Southside Area Development Plan (ADP) slate the subject properties for Low Density Residential and Professional Office uses. The proposed change of zoning to the "RS -4.5" Single -Family 4.5 District is consistent with the adopted Future Land Use Plan and Comprehensive Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z 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: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map Ordinance Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by Superior H & H Development LLC ("Owner"), by changing the UDC Zoning Map in reference to a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single - Family 6 District to the "RS -4.5" Single -Family 4.5 District amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Superior H & H Development LLC ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, January 14, 2015, during a meeting of the Planning Commission, and on Tuesday, February 10, 2015, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Superior H & H Development LLC ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 10 -acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357), west of Norchester Drive (the "Property"), from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District (Zoning Map No. 047036), as shown in Exhibits "A" and "B". Exhibit A, which is a metes and bounds description of the Property and Exhibit "B", which is a map to accompany the metes and bounds description, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Carolyn Vaughn Colleen McIntyre Mark Scott Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Carolyn Vaughn Colleen McIntyre Mark Scott Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary 0115-02 Ordinance - Superior H & H LLC Nelda Martinez Mayor MURRAY BASS, JR., P.E.,R.P.L.S. NIXON M. WELSH, P.E.,R.P.L.S. www.bass-we1sh.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 STATE OF TEXAS § COUNTY OF NUECES § 3054 S. ALAMEDA, ZIP 78404 361 882-5521— FAx 361 882-1265 e-mail: murrayjr@aol.com e-mail: nixmw@aol.com November 25, 2014 14041-M&B-10ac.doc Description of a 10.000 acre tract of land, more or less, a portion of Lot 2, Block 1, Saratoga Medical Center Subdivision, a map of which is recorded in Volume 57, Pages 78 and 79, Map Records, Nueces County, Texas and out of Lots 5 & 6, Section 9, Bohemian Colony Lands, a map of which is recorded in Volume "A", Page 48, said map records, said 10.000 acre tract being the same tract of land described by deed recorded in Document No. 2014027684, Official Records of said county and as further described by metes and bounds as follows: BEGINNING at the easternmost Carroll Lane street right-of-way corner as shown by plat of Lot 1A, Kocurek Addition, a map of which is recorded in Volume 33, Page 39, said map records, said beginning point for the southernmost corner of the tract herein described; THENCE with the northeast line of said street right-of-way and of said Lot 1A and along an easterly boundary line of said Lot 2, Block 1, Saratoga Medical Center Subdivision N61°48'51"W 452.44' to a point for the westernmost corner of the tract herein described; THENCE N28°33'53"E 962.80' to a point for the northernmost corner of the tract herein described; THENCE S61°48'51"E 452.44' to a point in the northwest line of Schanen Estates West Unit II, a map of which is recorded in Volume 43, Pages 1 and 2, said map records, for the easternmost corner of the tract herein described; THENCE S28°33'53"W with said northwest line of Schanen Estates West Unit II, at 503.21' pass the westernmost corner of said Schanen Estates West Unit II, in all a total distance of 962.80 feet to the POINT OF BEGINNING, this description not based on an on -the -ground survey. Nixon M. Welsh, R.P.L.S. Exhibit A SCALE 1" = 150' BE GRAPHIC PLOTTINGOBLET _ Fan ., NY II IF SS 4816401SIC DATED JUIN IR 1985 AND IS El ISNOT LOCATED IN A DESIGNATED Loo FEAR FT ODD ZONE BUYER: SUPERIOR H & H DEVELOPMENT 61 NO.01021-32]] SURVEY OF A 10.000 ACRE TRACT OUT OF LOT 2, SARATOGA MEDICAL CENTER SUBDIVISION, AS SHOWN ON A MAP RECORDED IN VOLUME 57, PAGES 78 - 79, MAP RECORDS NUECES COUNTY, TEXAS, AND OUT OF LOTS 5 & 6, SECTION 9, BOHEMIAN COLONY LANDS. AS SHOWN ON A MAP RECORDED IN VOLUME 'A", PAGE 48, MAP RECORDS NUECES COUNTY, TEXAS. 'a O 928°41'81 E 801.03 REMAINDER OF LOT 2, BLOCK SARATOGA MEDICAL CENTER SUBDIVISION VOLUME 57, PAGE 78 M.R.N.C. I'. P.O.R. N2873363"E 962.80' (MEAS) LOT IA KOCUREK,NDDITION VOLUME 33, PAGE 39 M.R.NC.T: 10.0 10 ACRES 435,598 S.F. ER FLASPF.R DEC NO. SCHEDULE IT ITEMS a) DOG NO. 165872 BLANKET EASEMENT 1,) DOC. NO. 54.545 AS SHOWN c) DOC. NO. 2005III5112 DOES NOT APPLY 628" 3' W 962.80' (MEAS) L(YI 4, SEC l'ION 9 BOHEMIAN COLONY LANDS VOLUME "A", PAGE 48 O = FOUND 5/8" IRON ROD = SET 588" IRON ROD • = POINT JOB NO. 14531 • OT I.OT 12 LOT II LOT 10 LOT LOT', U REMAINDER OF LOT 6. SECTION 9 BOHEMLON COLONY LANDS VOLUME "A", PAGE 48 M.R.N.CT. LOT 6 0 LOT 4 OT TOT 2. LO'I I NORCIIESTER DRIVE /� oa RIGHT OF Wnr SCILANEN ESTATES WEST UNIT 11 VOLUME 34, PAGE 1 M.R.N. C.T. \OILS: I.) TOTAI. SURVEYED AREA IS 10.000 ACRES. 2.) MEASI; RED BEARINGS ARE BASED ON GLOBAL POSITIONING SYSTEM NAD 83 03) 4205 DATCNI. 3.) A METES AND BOUNDS DESCRIPTIO, OF EQUAL DATE ACCONRANJES THIS SURVEY. Brister Surveying 1111.S SUR DOI .ti NON NCI UD1,111. INVF.STICATION, OR LOCATIONS Or AI I SI,VITUDTS MCJIT WAYS. uc �.I1LIES ON IBI PROPER,. HLR,. I. RONALD FYFor R BRTY I1 1 AT I HE ,120UND 1 HIS DAY MAY C0121,C1 40 EOF.SIYZ<NOON L14 ( ISAND BEI Onaa2 e 0,0 MAY 2_'_014 EXHIBIT B Aerial Overview Aerial PLANNING COMMISSION FINAL REPORT Case No.: 0115-02 HTE No. 14-10000047 Planning Commission Hearing Date: January 14, 2015 Applicant & Legal Description Applicant/Owners: Superior H & H Development LLC Legal Description/Location: Being a 10 acre tract of land out of Lot 2, Block 1, Saratoga Medical Center Subdivision and out of Lots 5 and 6, Section 9, Bohemian Colony Lands, located north of Saratoga Boulevard (SH 357), west of Norchester Drive. Zoning Request From: "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District To: "RS -4.5" Single -Family 4.5 District Area: 10 acres Purpose of Request: To allow the construction of a single-family subdivision. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District Vacant Low Density Residential and Professional Office North "RS -6" Single -Family 6 Vacant Low Density Residential South "RS -6" Single -Family 6 Public/ Semi -Public Public/ Semi -Public Eastand "RS -6" Single -Family 6 "IL" Light Industrial Low Density Residential and Vacant Low Density Residential and Commercial West "RS -6" Single -Family 6 and "CG -2" General Commercial District Vacant Low Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan (ADP) and is planned for low and medium density residential uses. The proposed change of zoning is consistent with the adopted Future Land Use Plan. Map No.: 047036 Zoning Violations: None Transpor- tation Transportation and Circulation: The area to be rezoned has access to Norchester Drive, which the Urban Transportation Plan shows as a 01 Collector. Case # 0115-02 Superior H & H Development LLC Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Norchester Drive 01 Collector Existing 70' ROW 50' paved Not Available Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Development Plan: The applicant plans to develop the 10 acre property for a single- family residential subdivision. The minimum development standards for the "RS -4.5" Single -Family 4.5 District are 4500 square foot lots, 45 -foot lot widths and 20 -foot front yard setbacks. Existing Land Uses & Zoning: The subject property is vacant. North, east and west of the subject property are zoned "RS -6" Single -Family 6 District and are currently vacant. Also, west of the subject property is vacant land zoned "CG -2" General Commercial District and east is zoned "IL" Light Industrial District which is also vacant. South of the subject property is zoned "RS -6" Single -Family 6 District and is developed with Most Precious Blood Church. AICUZ: The subject property is not located in a Navy Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is within the boundaries of the Southside ADP. With the exception of the Professional office use designated on a portion of the property in the Future Land Use Plan, the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the properties for low density residential use on a majority of the property. Department Comments: • The proposed rezoning would not negatively impact the surrounding properties and the property to be rezoned is suitable for the proposed uses. • The Rezoning is consistent with the Comprehensive Plan. • The proposed rezoning is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "CG -2" General Commercial District, "ON" Office District and "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 Case # 0115-02 Superior H & H Development LLC District. V 3 a Notification Number of Notices Mailed — 20 within 200 -foot notification area; 4 outside notification area As of January 30, 2015: In Favor In Opposition For 0.0% in opposition. — 0 inside notification area; 0 outside notification area — 0 inside notification area; 0 outside notification area Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Site Plan I LOCATION MAPI Case # 0115-02 Superior H & H Development LLC SUBJECT PROPERTY Date C -: fed: 12/18/2014 Prepared By:/enmym Depanmenr of Deveiopmenr Services CASE: 0115-02 Zoning & Notice Area RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional OtHce RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Com merclal CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Recon Commercial FR Farm Rural H Historic Overlay Bp Business Park IL Light industrial IH Heavy Industrial PUD Planned Unit Oa, Overlay RS -1D Single -Family 10 RS -13 Single -Family 8 RS -4.5 Single -Family 4.5 0S -TF TWO -Family RS -15 Single -Family 15 RE Residential Estate RS-TH TOWnhouse SP Special Permit RV Recreational Vehicle Pari[ RMH Manufactured Home piSubject Properly O Owners 0200' buffer JR favor 4 Owners wilh,n 200' listed on v Owners ads lo4ownershrp table /� m opposrfwn Case # 0115-02 Superior H & H Development LLC Ci jl§ Lel 4.1 eg 0 0 IX 1852 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of Feb. 10, 2015 Second Reading Ordinance for the City Council Meeting of Feb. 17, 2015 DATE: January 16, 2015 TO: Ronald L. Olson, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Acceptance of a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 to support the Web Based Emergency Operations Center (WebEOC). CAPTION: Ordinance authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations; and appropriating $10,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training and travel for the Corpus Christi Fire Department's WebEOC. PURPOSE: The grant will be used to support the WebEOC. BACKGROUND AND FINDINGS: The Coastal Bend Regional Advisory Council (RAC) has forwarded to the City a check as a grant in the amount of $10,000. This is a direct grant for the benefit of the City's WebEOC operations. No application was required. The Office of Emergency Management (EOC) will use the funds to purchase equipment, technical support, training and travel. This is the fifteenth year that the Coastal Bend Regional Advisory Council has distributed similar grants to the Corpus Christi Fire Department. These funds originate from the Texas Department of State Health Services and are routed to the Regional Advisory Council for distribution. ALTERNATIVES: If we don't accept the grant, we will have to seek alternative funding. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of Ordinance to accept and appropriate grant funds. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance — Grants and Office of Management and Budget. FINANCIAL IMPACT: Operating Expense Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount 0 This item $10,000 $10,000 BALANCE $10,000 unacs): Comments: None RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: 1) Ordinance 2) Award Letter Ordinance Authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations; and appropriating $10,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training, and travel for the Corpus Christi Fire Department's WebEOC BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to accept a grant from a grant from the Coastal Bend Regional Advisory Council in the amount of $10,000 for the benefit of the City's WebEOC operations. SECTION 2. That $10,000 is appropriated in the No. 1062 Fire Grant Fund to purchase equipment, services, technical support, training, and travel for the Corpus Christi Fire Department's WebEOC. 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 th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor C•&•R•A•G Coastal Bend Regional Advisory Council T S A — U P.O. Box 18460 Corpus Christi TX 78480 November 24, 2014 Fire Chief Robert Rocha City of Corpus Christi 2406 Leopard Corpus Christi TX 78408 Dear Chief Rocha, Please find enclosed check #341 2 in the amount of $10,000 from the Coastal Bend Regional Advisory Council as continued support of the City's WEBEOC project to purchase equipment, services, technical support and training. If you have any questions please do not hesitate to call. Hilary Watt Executive Director CBRAC TSA -U 361-939-7177 office AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 10, 2014 Second Reading Ordinance for the City Council Meeting of February 17, 2014 DATE: TO: January 2, 2015 Ronald L. Olson, City Manager FROM: Stacie Talbert Anaya, Acting Director StacieT@cctexas.com 361-826-3460 Amendment to the Permanent Art Trust Fund CAPTION: Ordinance amending the code of ordinances, City of Corpus Christi, Chapter 2 regarding Arts and Cultural Commission duties and the permanent art trust fund. PURPOSE: Update ordinance to reflect current duties of the Arts and Cultural Commission and clarify terms. Expand the uses of funds deposited to the Permanent Art Trust Fund to include selection, purchase, commissioning, placement, installation, exhibition, display, deaccessioning and conservation of permanent works of art. BACKGROUND AND FINDINGS: When the Permanent Art Trust Fund ordinance was established in 1982 there were only 8 works of art in the city's public art collection. The purpose of the ordinance was to provide a funding mechanism for the acquisition of permanent works of art for the city's collection. Through this funding process and the Public Art Program ordinance approved in 1987 the city's public art collection has increased to seventy- eight (78) works of art. The amendment to the permanent art trust fund ordinance will help to address the funding needs of a larger and older public art collection, as well as lays a foundation for future acquisitions. ALTERNATIVES: Do not approve the amendments to permanent art trust fund ordinance. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must approve all amendments to ordinances. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal, Parks and Recreation 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 0.00 0.00 BALANCE 0.00 0.00 Fund(s): Community Enrichment Fund 4720 Comments: none RECOMMENDATION: Staff recommends that the Council approve the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Attachment A — Public Art Collection inventory AN ORDINANCE AMENDING THE CODE OF ORDINANCES, CITY OF CORPUS CHRISTI, CHAPTER 2 REGARDING ARTS AND CULTURAL COMMISSION DUTIES AND THE PERMANENT ART TRUST FUND. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Section 2-107 of the City Code of Ordinances, regarding duties of the Corpus Christi Arts and Cultural Commission in relation to Bayfront Science Park, be deleted. Sec. 2-107. Duties as to Bayfront Science Park. The commission is specifically charged to study and evaluate thc activitics in and thc uscs made of the Bayfront Science Park. From time to time the commission, as a result of such study and evaluation, shall advise the city council and thc city managcr, on its own initiativc as well as upon request by the council or the city manager, concerning: (1) Planning the park's development for future activities and uses; (2) Improving the present and future coordination of operation and utilization of thc park as from recommendations for day to day administration. (Ord. No. 8288, § 7A, 12-21-1966; Ord. No. 9758, § 1, 5-20-1970; Ord. No. 17748, § 5(f), 7-27-1983) SECTION 2. That Section 2-108 of the City Code of Ordinances, regarding Permanent Art Trust Fund, be amended. The new language is show in underlined text and the deletions are shown in struck -through text as follows: "Sec. 2-108. Permanent art trust fund. A permanent art trust fund is hereby created for the purpose of providing public, and encouraging private, funding for the selection, acquisition, purchase, commissioning, placement, installation, exhibition, display, deaccessioning and conservation of permanent works of art. Prior to the beginning of each fiscal year, the arts and cultural municipal arts commission shall recommend to the city council an amount to be appropriated for Ordinance - 2-107 and 2-108 Amendment 2 contribution to the fund. At the end of each fiscal year, the remaining balance, if any, from the arts grants cultural projects activity in the hotel occupancy tax tourist and convention development fund shall automatically be transferred to the fund. Private contributions to the fund shall also be encouraged by the city council and the arts and cultural municipal arts commission. Disbursements from the fund for the selection, acquisition, purchase, commissioning, placement, installation, exhibition, display, or deaccessioning of permanent works of art shall be recommended by the arts and cultural municipal arts commission to the city council Disbursements from the fund shall be approved in accordance with City Charter provisions regarding approval of contracts. For purposes of this section, "pPermanent works of art" shall be defined as paintings, mural decorations, statues, sculpture, monuments, fountains or other structures or items of a permanent nature to be located within the public right-of-way or on public property. 'Conservation of permanent works of art' shall be defined as the preservation, repair, and/or stabilization of artworks." (Ord. No. 17289, § 1, 10-6-1982; Ord. No. 17724, § 1, 7-20-1983) SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. That the foregoing 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 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 , 2015, 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 , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 3 Attachment A Public Art Collection 1914-2014 No. Artist Yr. Title of Art Location 1 Pompeo Coppini 1914 Queen of the Sea 600 N. Lower Broadway St. 2 Frank Olstowski 1961 The World of Stories Anita & W.T. Neyland Library 4444 Gollihar Street 3 Mary Carhart Hans 1961 The World of Writing 4444 Gollihar Street 4 Evelyn Plaza 1962 The World of Fantasy 4444 Gollihar Street 5 Jean Knapp 1962 The World of Adventure 4444 Gollihar Street 6 Bill Watson 1964 The World of Knowledge 4444 Gollihar Street 7 Craig Gibbs 1978 Aztec Wheel 101 N. Mesquite Street 8 Fernando Turegano 1980 Sea -Bird Harbor Playhouse Median @ Brewster Street 9 Rush Cole 1983 Corpus Christi, From the Beginning 1901 N. Shoreline Blvd. 10 Kent Ullberg 1983 Wind in the Sails 591 N. Shoreline Blvd. 11 Dr. Sherman Coleman 1984 Alonzo Alvarez de Pineda 2500 Anges Street 12 Wade(Buddy) Hopkins Tatum Jr. 1984 El Circo Del Mar 879 N. Shoreline Blvd. 13 William Wilhelmi Greg Reuter 1987 Return City Hall Atrium -1201 Leopard Street 14 Thomas Seawell 1988 EMPTY/Empty: (empty center) 1581 N. Chaparral St.-Galvan House 15 Benito Huerta 1988 Juarez 805 Comanche Street 16 Dee Wolff 1988 Two Paths 805 Comanche Street 17 Dee Wolff 1988 A Dream 805 Comanche Street 18 Danny O'Dowdy 1989 SunseekerMaquette 805 Comanche Street 19 Danny O'Dowdy 1989 Sunseeker 805 Comanche Street 20 Kent Ullberg 1990 Leaping Marlin SPID-Intracoastal Waterway Bridge 21 Malou Flato 1991 On Corpus Christi Bay Municipal Court Bldg -120 N. Chaparral Street 22 Don Redman 1991 Haley's Wing 1000 International Drive -CC International Airport 23 Damian Priour 1992 Portal Del Mar 1000 International Drive -CC International Airport 24 Judy Kracke Sutton Moore 1992 Ring of Time 4930 Elmhurst Street&Winrock Lane 25 Greg Reuter 1992 Melville's Moby Dick 4044 Greenwood Drive -Greenwood Library 26 Nanci Barnes 1992 Active Harmony 1651 Tarlton Street 27 Sherman Coleman M.D. 1992 The Friendship Monument Captain Blas Maria de la Garcia Falcon Shoreline Blvd. @ 100 Lawrence Street 28 Jesus Moroles 1992 Texas Stele 1201 Leopard Street -City Hall 29 Susan Furini 1993 Skyline Fire Station #1, 514 Belden Street 30 Amanda Jaffe 1995 Untitled 2900 St. Francisa(Waldron Park) 31 Amanda Jaffe 1995 Untitled 4699 Oso Pkwy(near children's area) 32 Nanci Barnes 1996 Untitled 4040 Greenwood Drive -Greenwood Sr. Ctr. 33 Nanci Barnes 1996 Untitled 3135 Swantner Street-Lindale Sr. Ctr. 34 Stephen Gambill 1996 Learning Tree 4444 Gollihar Street 35 Gilbert Rodriguez 1996 Corpus Christi Beach Mural 34499 Timon Blvd 36 Sandi Stein 1996 All That Jazz...ls a Tree of Life 1414 Martin Luther King Street-Oveal Williams Sr. Ctr. 37 Aloe Tile Works 1996 People Made These Tiles 1414 Martin Luther King Street-Oveal Williams Sr. Ctr. 38 Jill Pankey/Barry Brown 1997 Untitled Mural 1517 Winnebago Street Brooks Chapel Early Childhood Development 39 Aloe Tile Works 1997 Paseo De La Flor 600 N. Shoreline Drive 40 Wade(Buddy) Hopkins Tatum Jr. 1997 City of Corpus Christi Selena Memorial Mirador De La Flor 600 N. Shoreline Drive 41 Aloe Tile Works 1998 Swimmers at the Start, Basketball Players at the Net 3203 Cabaniss Pkwy -CC Gymnasium/Natatorium 42 Aloe Tile Works 1998 Music and Dance 2792 Sacky Street @ Richter Street 43 Aloe Tile Works 1998 Discovery Through Reading 3900 Ayers @ Roosevelt Street 44 Aloe Tile Works 1998 Creating Beauty and The Happy Life 3405 Surrey Street-Alamanza Park 45 Aloe Tile Works 1998 Decorations for the Dance 510 Osage -Zavala Sr. Ctr. 1 Attachment A Public Art Collection 1914-2014 No. Artist Yr. Title of Art Location 46 Dinah Bowman 2000 In The Throat of the Dragon 1581 N. Chaparral St.-Galvan House 47 Deborah Males 2001 Wildflower Dance 5325 Greely Street -Garden Sr. Ctr. 48 Walter Kravitz 2002 Sea(S)Well 3560 Brockhampton Street-Clotilde P. Garcia Public Library 49 Robert Perless 2002 Orion's Belt 1068 Shoreline Blvd. 50 Toni Lucario Ford 2002 Swimmer 1520 W. Shely Street-HEB Pool 51 Aloe Tile Works 2002 Sister City Peace Pole 1-37, between Mesquite&Chaparral Streets 52 Guy Morrow 2002 Untitled 9725 Up River Rd. -Northwest Sr. Ctr. 53 John Buck 2003 Wesffork 1600 block Chaparral Street -across from Heritage Park 54 James Surls 2003 Six and Seven Flowers 1900 N. Shoreline Blvd.-Watergarden area 55 Charmaine Locke 2003 Open Book 1901 N. Shoreline Blvd. -ABC 56 Michael Manjarris 2003 Aztlan 1500 block of Chaparral Street -across from Heritage Park 57 Luis Jimenez 2003 Southwest Pieta 1900 N. Shoreline Blvd. -ABC Plaza 58 Mel Chin 2003 Untitled History 1901 N. Shoreline Blvd. -ABC -outdoor area 59 Danny O'Dowdy 2003 Bromelious 1000 International Drive -CC International Airport 60 Shan Shan Sheng 2004 When the Sun Meets the Sea 1000 International Drive CC International Airport 61 William Wilhelmi 2005 Strike Force Four Fire Station #4,2338 Rodd Field Road 62 Michelle Smythe/Day Wheeler 2005 Classic Children's Story Books 805 Comanche -La Retama Central Library 63 Seth Vandable 2005 For the Love of the Game 734 E. Port-Whataburger Field 64 Kent Ullberg 2005 The Journey's End 14125 Jackfish Avenue-Ullberg Park 65 Kent Ullberg 2006 Windborne 14125 Jackfish Avenue-Ullberg Park 66 Greg Reuter 2006 Trace Remains 2629 Waldron Road -Janet Harte F. Library 67 Aloe Tile Works 2007 Wild Horse Desert/Nueces River Valley 3202 McKinzie Road Northwest Branch Library 68 Deborah Males 2008 Plein Air 100 Shoreline Drive/1581 N. Chaparral 69 Ricardo Ruiz 2008 Every Question is a Key 4444 Gollihar Street Anita and W.T. Neyland Library 70 Molly Merkle 2008 Air,Earth,Water 560 Brockhampton Street-Clotilde P. Garcia Public Library 71 Jack Gron/Greg Reuter 2008 Traces of Corpus Christi 100 Shoreline Drive -CC Art Center 72 James Hetherington 2009 The Flame Fire Station #17,6867 Yorktown Road 73 William Wilhelmi 2009 "More Snow for Kids: The True Story of the South Texas Miracle" 1230 Carmel Pkwy -Neyland Library 74 Jill Pankey 2010 City Hall - 3rd Floor Parks & Recreation 75 Sandi Stein (bench) 2010 Art Center of CC 100 Shoreline 76 Jack Gron 2013 Corpus Christi Shield Downtown Police Station 321 John Sartain St. 77 Wade(Buddy) Hopkins Tatum Jr. 2013 Wind Dancer Cole Park - Oleander Point 78 Lynda Jones 2014 `Protecting...Serving...Caring" Firestation #5 - Leopard St. 2 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of February 10, 2015 Second Reading Item for the City Council Meeting of March 10, 2015 DATE: January 8, 2015 TO: Ronald L. Olson, City Manager FROM: Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Authorize a three-year lease extension with Southwest Airlines and American Airlines for airline operations at Corpus Christi International Airport. CAPTION: Ordinance ratifying and authorizing the City Manager to execute first amendments to the lease agreements with Southwest Airlines and Envoy Air (formerly known as American Eagle Airlines) to extend the term of the leases; authorizing and accepting an assignment of the lease from Envoy Air to American Airlines; providing for an effective date; providing for severance; and providing for publication. PURPOSE: The 2009 Airline Use and Lease Agreement between Corpus Christi International Airport (CCIA) and Southwest, American Airlines, (American Eagle.) and United Airlines expired on July 31, 2014. The airlines are currently operating on the month-to-month provisions of the agreement until the negotiation of new terms. Southwest and American executed the term extension in December 2014. United Airlines is still reviewing the proposed extension and Airport Staff has recommended proceeding with the Southwest and American agreements. Upon United's execution of the amendment, the item will be brought to City Council for approval at a future date. This will not impact operations of the airlines. BACKGROUND AND FINDINGS: During Spring 2009, Airport Senior Staff along with Trillion Aviation ("Airport Team") successfully negotiated a five-year agreement with the three airlines serving CCIA. (Southwest, United formerly Continental and American Eagle). The five-year agreement reflected several modifications and terms that have benefited CCIA over the last few years. Following is brief recap of the major provisions of the agreement: • Reduction of barriers to New entries of Airlines • Restructured Agreement based upon contemporary terms and conditions • Revised Rates & Charges: less complex and more efficiently structured, incremental rent over term of the Agreement • Elimination for Convenience Termination Provision • Negotiated 5 year Agreement where industry norm was three or less • Incremental revenue goes to Department of Aviation for discretionary use and reserves The Airport Team discussed options to airline negotiations for a new agreement rather than an extension of the current agreement. CCIA has a favorable agreement both financially and for allowing new entrant service that in the current airline environment is being challenged by the legacy carriers, including those serving CCIA. Over the next few years, CCIA will continue to solicit additional service from the current carriers and from potential new entrants. As the airline environment balances its industry wide air service over the next couple years, CCIA will address a new agreement upon expiration of this extended term. ALTERNATIVES: Continue on a month-to-month basis until full negotiations are opened. Based on current industry issues detailed above, this alternative is not recommended. OTHER CONSIDERATIONS: Not Applicable EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal, Finance, Budget and Strategic Management 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 $2,345,160 2,345,160 Encumbered / Expended Amount This item (additional revenue) 30,014 30,014 BALANCE $2,375,174 $2,375,174 Fund(s): Airport Fund - 4610 Comments: None RECOMMENDATION: Staff requests approval of amendments to the lease agreement as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Southwest and American - Lease Amendments Airline Lease Extension — Executive Summary Southwest and American — Original Lease Agreements ORDINANCE Ratifying and authorizing the City Manager to execute first amendments to the lease agreements with Southwest Airlines and Envoy Air (formerly known as American Eagle Airlines) to extend the term of the leases; authorizing and accepting an assignment of the lease from Envoy Air to American Airlines; providing for an effective date; providing for severance; and providing for publication. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council ratifies and authorizes the City Manager, or his designee, to execute first amendments to the existing Airline Use and Lease Agreements with Southwest Airlines and Envoy Air, Inc., formerly known as American Eagle Airlines, Inc., in order to extend the terms of each respective lease through September 30, 2017, in consideration of the pay- ment of fees. SECTION 2. Concurrent with the authorization to execute the first amendment to the Airline Use and Lease Agreement with Envoy Air, Inc., the City Council authorizes and accepts an assignment of the lease from Envoy Air, Inc., to American Airlines, Inc., for all intents and purposes as expressed in the lease and first amendment. SECTION 3. This ordinance is effective on the 61st day following final approval by the City Council, in compliance with the City Charter of the City of Corpus Christi. SECTION 4. If for any reason any section, paragraph, subdivision, clause, phrase, or word of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, or word of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, or word of this ordinance be given full force and effect for its purpose. SECTION 5. Publication will be made in the official publication of the City of Corpus Christi, the costs of which are payable by each tenant, as required by the City Charter of the City of Corpus Christi. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20, 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 , 20 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor CRP — Airline Use and Lease Agreement Provisions Current Agreement Extension Amendment (modifications) Comments Agreement Term August 1, 2009 — July 31, 2014 (5 years) August 1, 2014 — September 30, 2017 (3 years, 2 months) 3 year extension (additional 2 months is due to City's fiscal year change) Payments Terminal rental rates fixed for each fiscal year (1.5% annual escalator) Landing fee subject to landed weight by airlines Terminal rental rates fixed for each fiscal year (3% annual escalator) Only change was percent of escalator. Terminal fee risk is on the airport. Landing fee risk is on the airlines. Other Fees Per turn fee methodology option included Provides fee structure most compatible for new entrant low cost carriers to serve with less than daily service. Currently a source of contention for the legacy airlines. Other relevant provisions Affiliate language so mainline carriers can serve with their flying partners Provides for airport discretionary funds Traditional 80/20 joint use formula Non -signatory fee of 125% Continued rent if airline leaves market Some provisions are common, but will be revised in a new, future agreement. Capital Improvements No Majority -in -Interest voting for airlines Airport can conduct capital projects without airline approvals. FIRST AMENDMENT TO THE AGREEMENT BETWEEN CITY AND ENVOY AIR, INC. AND ASSIGNMENT TO AMERICAN AIRLINES, INC. STATE OF TEXAS COUNTY OF NUECES This first amendment ("First Amendment") to the Airline Use and Lease Agreement ("Agreement") is made and entered into between the City of Corpus Christi ("City") and Envoy Air, Inc., formerly known as American Eagle Airlines, Inc. ("Airline"), as original parties to the Agreement, and, by execution of this First Amendment, the parties desire to formally recognize and approve the assignment of the Agreement from the Airline to its parent entity, American Airlines, Inc., for all intents and purposes under the Agreement and this First Amendment. WHEREAS, effective August 1, 2009, the City and the Airline entered into an Agreement for use of property and facilities at the Corpus Christi International Airport; WHEREAS, effective April 15, 2014, American Eagle Airlines, Inc., changed their corporate name to Envoy Air, Inc., WHEREAS, the parties desire to reinstate the Agreement, extend the term, and assign the Agreement to the Airline's parent corporation, American Airlines, Inc., pursuant to section 15.01.A. of the Agreement; and NOW, THEREFORE, the parties agree to the following amended terms and conditions: Section 1. The preamble of this instrument is incorporated by reference into the body of this First Amendment and given effect for all intents and purposes under the Agreement. By execution of this First Amendment, the Agreement is reinstated and is amended and assigned as set out in this instrument. Section 2. Article 3 of the Agreement is amended by changing the termination date to September 30, 2017. Section 3. With the consent of the City Council pursuant to the provisions of the City Charter and pursuant to section 15.01.A. of the Agreement and following the approval of the City Council to the First Amendment and execution of same by Envoy Air, Inc., the Agreement, as amended by this First Amendment, is to be assigned to the Airline's parent corporation, American Airlines, Inc., who as the assignee and succeeding holder, agrees to assume all liabilities, duties, and obligations set out in the Agreement and in this First Amendment and succeeds to the benefits provided under the Agreement and this First Amendment by binding execution of this First Amendment. Upon execution of same and final approval of the City Council, Envoy Air, Inc., as the former holder, is hereby released from all liabilities, duties, and obligations under the Agreement and First Amendment. Section 4. All other terms and conditions of the Agreement not changed by this First Amendment remain in full force and effect, and the succeeding parent corporation, American Airlines, Inc., ratifies and accepts the Agreement, as modified by this First Amendment, assuming all liabilities, duties, and obligations of the Agreement between the parties as if an original signatory party to the Agreement. EXECUTED IN TRIPLICATE ORIGINALS as of the dates set forth below: ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ronald L. Olson City Secretary City Manager Date: Date: Approved as to legal form: Elizabeth Hundley Assistant City Attorney on behalf of the City Attorney ENVOY AIR, INC. (formerly known as AMERICAN EAGLE AIRLINES, INC.) tr Name: 1(\ k)\C,V_� Title: V P (1 ovpr){6 "L ) /° 3 Date: I. I{ `1 l l Ll (ASSIGNMENT OF AGREEMENT AND FIRST AMENDMENT FOLLOWS) Page 2 of 3 Following execution of this First Amendment, approval by the City Council, and by execution of the assignor and assignee below, the underlying Agreement, as amended by the First Amendment, is hereby assigned, following final approval of the City Council and publication of thls First Amendment, by Envoy Air, Inc., to American Airlines, Inc., as the parent corporation of Envoy Air, Inc. (such parent corporation now to be known as the "Airline" under the Agreement), and Is accepted by Airline and made effective for all Intents and purposes under the Agreement and the First Amendment: ENVOY AIR, INC. (former known as AMERICAN EAGLE AIRLINES, INC.), as assignor (--)/ e/(t Name: AiOn NO ( -53 Title: Up Capps -tom 2.ezd BSta—e—} Date: D\,( 616 Name: Title: Date: Page 3 of 3 FIRST AMENDMENT TO THE AGREEMENT BETWEEN CITY AND SOUTHWEST AIRLINES STATE OF TEXAS COUNTY OF NUECES This first amendment ("First Amendment") to the Airline Use and Lease Agreement ("Agreement") is made and entered into between the City of Corpus Christi ("City") and Southwest Airlines, Co. ("Airline"). WHEREAS, effective August 1, 2009, the City and Airline entered into the Agreement for use of property and facilities at the Corpus Christi International Airport; WHEREAS, the parties desire to extend the term of the Agreement; and NOW, THEREFORE, the parties agree to the following amended terms and conditions: Section 1. Article 3 of the Agreement is amended by changing the termination date to September 30, 2017. Section 2. All other terms and conditions of the Agreement not changed by this First Amendment remain in full force and effect. EXECUTED IN DUPLICATE ORIGINALS as of the dates set forth below. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ronald L. Olson City Manager Date: Date: Approved as to legal form: Elizabeth Hundley Assistant City Attorney on behalf of the City Attorney SOUTHWEST AIRLINES, CO. Name: Bob Montgomery Title: Vice Preeiden(. Aired Affairs Date: t W/D/�7 Airline Use and Lease Agreement For Corpus Christi International Airport BY AND BETWEEN THE CITY OF CORPUS CHRISTI AND AMERICAN EAGLE AIRLINES, INC. AUGUST 1, 2009 TABLE OF CONTENTS Article Title Page 1. DEFINITIONS 2 2. EFFECTIVE DATE 8 2.01 Effective Date 8 2.02 Cancellation of Prior Agreements 8 3. TERM 8 4. PREMISES 8 4.01 AIRLINE's Leased Premises 8 4.02 Employee Parking 9 4.03 Federal Inspection Services 9 5. USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 9 5.01 AIRLINE Rights and Privileges 9 5.02 Exclusions and Reservations 12 5.03 CITY's Operation and Maintenance Obligations 16 5.04 AIRLINE's Operation and Maintenance Obligations 17 5.05 Designation of Operation and Maintenance Responsibilities 18 6. CAPITAL IMPROVEMENTS 19 6.01 General 19 6.02 Grants -In -Aid 19 7. RENTALS, FEES, AND CHARGES 19 7.01 Landing Fees 20 7.02 Terminal Rentals 20 7.03 Apron Fees 20 7.04 Joint Use Charges 20 7.05 Other Fees and Charges 21 7.06 Payments 22 7.07 Information to be Supplied by AIRLINE 23 7.08 Security for Payment 24 7.09 Passenger Facility Charge 25 7.10 Capitalized Interest on Bonds 26 7.11 Continuation of Rent 26 7.12 No Further Charges 26 Article Title Page 7.13 Charges for Service 27 8. CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 27 8.01 Annual Rate Changes 27 8.02 Other Rate Changes 28 8.03 Incorporation of Exhibit "G" 28 8.04 Settlement 28 8.05 CITY Covenants 29 9. AIRLINE IMPROVEMENTS 29 9.01 AIRLINE Improvements 29 10. DAMAGE QR DESTRUCTION 31 10.01 Partial Damage 31 10.02 Substantial Damage 31 10.03 Destruction 31 10.04 Damage Caused by AIRLINE 32 10.05 CITY's Responsibilities 32 11. INDEMNIFICATION AND INSURANCE 32 11.01 Indemnification 32 11.02 Insurance 33 11.03 Waiver of Subrogation 34 12. CANCELLATION BY CITY 35 12.01 Events of Default 35 12.02 Continuing Responsibilities of AIRLINE 36 12.03 CITY's Remedies 36 13.CANCELLATION BY AIRLINE 37 13.01 Events of Default 37 13.02 AIRLINE's Remedy 38 14. SURRENDER OF AIRLINE PREMISES 39 14.01 Surrender and Delivery 39 14.02 Removal of Property 39 14.03 Holding Over 39 15. ASSIGNMENT AND SUBLETTING AGREEMENTS 39 15.01 Assignment and Subletting by AIRLINE 39 16.AVAILABILITY OF ADEQUATE FACILITIES 41 Article The Page 16.01 Declaration of Intent 41 16.02 Accommodation of Requesting Airlines 41 17. GOVERNMENT INCLUSION 42 17.01 Government Agreements 42 17.02 Federal Government's Emergency Clause 43 17.03 Nondiscrimination 43 17.04 Security 44 18. GENERAL PROVISIONS 44 18.01 Subordination to Master Bond Ordinance 44 18.02 Non-waiver 45 18.03 Rights Non-Exclusive 45 18.04 Quiet Enjoyment 45 18.05 Performance 46 18.06 Aviation Rights 46 18.07 Rules and Regulations 46 18.08 Inspection 46 18.09 No Individual Liability 47 18.10 Relationship of Parties 47 18.11 Capacity to Execute 47 18.12 Savings 47 18.13 Successors and Assigns Bound 47 18.14 Incorporation of Exhibits 47 18.15 Titles 47 18.16 Severability 47 18.17 Amendments 47 18.18 Most Favored Nations 48 18.19 Other Agreements 48 18.20 Approvals 48 18.21 Notices 48 18.22 Agent for Service 49 18.23 Governing Law 49 18.24 Force Majeure 49 18.25 Entire Agreement 49 Exhibit LIST OF EXHIBITS Title Page A Airport Boundaries B AIRLINE'S Leased Premises C Terminal Layout D Designation of Responsibilities for Operation and Maintenance E Monthly Statistical Report F Terminal Equipment G Rates and Charges Model THIS AGREEMENT is made and entered into this day of , 2009, by and between the City of Corpus Christi, a municipal corporation and political subdivision of the State of Texas, hereinafter referred to as "CITY," and AMERICAN EAGLE AIRLINES, INC. a corporation organized and existing under the laws of the State of V /Q t/t X- and authorized to do business in the State of Te -,y 5 , hereinafter referred to as "AIRLINE." WITNESSETH: WHEREAS, CITY is the owner of the Corpus Christi International Airport, located in Corpus Christi, Texas, hereinafter referred to as the 'Airport"; WHEREAS, CITY is responsible for the operation, maintenance and improvement of the Airport; WHEREAS, CITY has the right to lease and license the use of property and facilities on the Airport and has full power and authority to enter into this Agreement in respect thereof; and WHEREAS, AIRLINE is a corporation primarily engaged in the business of scheduled transportation by air of persons, property, mail and/or cargo; and WHEREAS, AIRLINE desires to obtain certain rights, services and pdviile_oes inrnn= c—„on _ the use of the Airport and its facilities, and CITY is willing to grant and lease the same to AIRLINE upon the: -to f = and renditions hereinafter stated; and .�,��- 3z nom- the. intent _. ; ., ,- - � - into _ WV; I[`iiLT: -, il�v {i ii�.i[i Vi the Q[Efi+�+:i�ivi.:..7 i.`i CSi G[EC�x6rEr�6`- �`�.,`�-__--•�•��_�• _ — _E3�Y25 �55a �-E=�+�xseti.i 3i specify the rights and ob - at:on the parties respect ha 'W -�c�zt= o� the `t- ��' �z f and the _ - sed J . e ys i== °'ii�..r a of Nut [iv3 with [a.a-fc [v `- -- v�v.�`��€ �v� i �� � __ - _ _.. - -. � �a`�v s _ p-anc- --- --- _-- AIRLINE, - d '-fl'= -'ee' :er- -_ reYom.==== --_ =- = nd in . .� rig- ,- Sv,. _r 'd _. _ f the _ _ _- seta. arKi _ --�_� _-- _ a. eh" �-.i _�-� _ - P L1V-V, i � f 3aee aaii - iir consideration f�# rs L€-'�`€[ s Ji :3iuE€ c:al C_. 3 [. sees c.s,,U � �.�iFe i E Fs.f: s. _= u €�. z:E -+� € � and AIRLINE do hereby mutually undertake, promise and agree, each fur eIt a its ARTICLE 1: DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall for the purposes of this Agreement have the following meanings: Affiliated Airline shall mean any regional airline that operates flights under the designator code of the Signatory Airline, as designated in writing by such Signatory Airline from time to time. AIRLINE may during the term of this Agreement cancel the designation of an Affiliate Airline with thirty (30) days written notice and will no longer be responsible for the any future obligations of that airline beyond the termination date. Agreement shall mean this Airline Use and Lease Agreement between CITY and AIRLINE, as the same may be amended or supplemented from time to time pursuant to the terms hereof. Air Transportation Company shall mean a company engaged in the business of scheduled or non-scheduled commercial transportation by air of persons, property, mail, and/or cargo. Air Transportation Business shall mean that business operated by AIRLINE at the Airport for the commercial transportation by air of persons, property, mail and/or cargo. Aircraft Parking Apron shall mean those parts of the Ramp Area immediately adjacent to the Terminal, as designated by the CITY, that are used for the parking of aircraft and support vehicles, and the loading and unloading of aircraft as shown on Exhibit C. Airfield shall mean the Landing Area and Ramp Area. AIRLINE shall mean the Scheduled Air Carrier executing this Agreement. Airport shall mean the Corpus Christi International Airport owned and operated by the CITY, the boundaries of which are more particularly shown on Exhibit "A," attached hereto, including all real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or acquired by CITY, less any thereof which may be consumed, sold or otherwise disposed of. Airport/Airline Affairs Committee (AAAC) shall mean collectively the authorized representatives of each Signatory Airline which shall meet or conduct conference calls from time to time with representatives of the Airport to receive information and provide input from the Signatory Airlines with regard to the planning, 2 development, operation and financing of the Airport. Airport Fund shall mean the Airport Operating Fund 4610 for the deposit of all Revenues and payment of all O&M Expenses and any capital expenditures allocated to this fund that are not fully or partially funded Federally, by the State of Texas, or locally.. Airport Requirement means, for any Fiscal Year, the CITY's estimate of the following: (1) Direct and indirect Operating and Maintenance Expenses; (2) Debt Service including coverage requirements but excluding Debt Service paid by other funds; (3) those net amounts funded through the Airport Discretionary Fund amortized over a projected useful life; (4) those amounts required to be deposited during the Fiscal Year to any fund created pursuant to the terms of the Master Bond Ordinance; (5) the net amount of any judgment or settlement arising out of or as a result of the ownership, operation, or maintenance of the Airport or any CITY -owned or operated Airport -related facility payable by the CITY during said Fiscal Year, including, but not limited to, the amount of any such judgment or settlement arising out of or as a result of any claim, action, proceeding or suit alleging a taking of property or an interest in property without just or adequate compensation, trespass, nuisance, property damage, personal injury, or any other claim, action, proceeding, or suit based upon or relative to any environmental impact resulting from the use of the Airport for the landing and taking off of aircraft; and (6) any and all other sums, amounts, charges, or requirements of CITY related to the Airport to be recovered, charged, set aside, expensed, or accounted for during such Fiscal Year under CITY's accounting system or this Agreement; provided, however, that the Airport Requirement shall not include any amounts included in (1) through (6) chargeable to a special facility, as a direct charge as a result of the terms of this Agreement, or a tenant improvement. Annual Capital Outlay means the Net Capital Cost of an improvement constructed or asset purchased or acquired from the CITY's Airport Discretionary Fund and designated by CITY as an Annual Capital Outlay for any Fiscal Year. Airport Discretionary Fund shall mean a reserve fund held by the CITY for the payment of Annual Capital Outlays, Capital Improvements for the Airport, or, at the Airport Director's sole discretion, terminal cost center shortfalls in the Airport Requirement. Aviation System shall mean all real property and easements, including improvements thereto, structures, buildings, fixtures, and other tangible personal property which are located on the Airport as of the Effective Date of this Agreement or which may be hereafter owned or operated by the CITY for 3 the operation or improvement of the Airport. The expenses and revenues associated with the development and operation of those properties or assets that are constructed on the Airport will not be included in the calculation of Airline rates and charges. BIDS shall mean Baggage Information Display System. Bonds shall mean any bonds or other financing instrument or obligation of the CITY, issued for the purposes of improving the Aviation System. Capital Improvement shall mean the Net Capital Cost to acquire, purchase or construct a single capital item or project from the CITY's Aviation Discretionary Reserve Fund for the purpose(s) of improving, maintaining, or developing the Aviation System including expenses for development, study, analysis, review or planning efforts with a cost more than $100,000. Cargo Area shall mean those areas of the Airport, as designated by the CITY, that are used primarily for commercial air cargo. Cost Centers shall mean those areas or functional activities of the Aviation System as set forth in Exhibit "G" attached hereto, grouped together for the purposes of accounting for Revenues, direct and indirect O&M Expenses, and Capital Charges. Debt Service shall mean that portion of the Principal and Interest due on debt obligations created by the Master Bond Ordinance No. 024163 and all other Airport debt obligations. Department of Homeland Security shall mean the department, or its successor, as established by the United States Federal Government to establish and administer transportation security requirements at the Airport. Deplaned Passenger shall mean any passenger disembarking from an Air Transportation Company aircraft at the Terminal. Director shall mean the Director of the Department of Aviation and shall include such person or persons as may from time to time be authorized in writing by CITY or by the Director or applicable law to act for the Director with respect to any or all matters pertaining to this Agreement. 4 Enplaned Passenger shall mean any passenger boarding an Air Transportation Company aircraft at the Terminal, including any such passenger that previously disembarked from any other aircraft of the same or a different Air Transportation Company or from the same aircraft, then operating under a different flight number. Exclusive Use Premises shall mean those areas assigned exclusively to AIRLINE for its use, as shown on Exhibit "B", attached hereto. FAA shall mean the Federal Aviation Administration, or its authorized successor(s). Fiscal Year shall mean the annual accounting period of CITY for its general accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, beginning with the first day of August of any year. Joint Use Premises shall mean the baggage claim area, and associated baggage make-up space as shown on Exhibit B, attached, hereto, which all Airlines use and share in the cost for usage. Joint Use Charges Formula means that formula used to calculate the rates and charges for each category of Joint Use Premises which prorates twenty percent (20%) of the cost or expense of Joint Use Premises equally among all Airlines and their designated Affiliates, and eighty percent (80%) of the cost or expense among such Airlines based on each Airline's, including designated Affiliated Airlines, proportionate share of enplanements. Landing Area shall mean those portions of the Airport provided for the landing, taking off and taxiing of aircraft, including without limitation, approach and turning zones, navigation or other easements, runways, taxiways, runway and taxiway lights, and other appurtenances in connection therewith. Leased Premises shall mean collectively, AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises as shown on Exhibit "B" attached hereto. Maximum Gross Landed Weight shall mean the maximum certificated gross landing weight, as stated in AIRLINE's flight operations manual, at which each category of aircraft operated at the Airport by AIRLINE is certificated by the FAA. MUF1DS shall mean Multi -User Flight Information Display System. 5 Net Capital Cost means the aggregate cost of any Annual Capital Outlay or Capital Improvement less amounts used from the proceeds of: (i) Grants-in-Aid;(ii) PFCs; (iii) Bonds or other similar financing vehicles for which the Debt Service will not be paid from Rentals, Fees, and Charges; or (iv) Bonds for which the Debt Service is to be paid for by PFCs. Non -Signatory Airline shall mean any Air Transportation Company providing service at the Airport that has not signed this Agreement or a substantially similar agreement. Operating Reserve Fund shall mean Airport Operating Reserve Fund 4612 for the deposit of funds necessary to satisfy the Operating Reserve Requirement pursuant to the Master Bond Ordinance No. 024163 which shall mean for the current Fiscal Year, one-sixth (1/6) of the estimated total O&M Expenses for the current Fiscal Year as set forth in the current annual budget. Operation and Maintenance Expenses (sometimes abbreviated as "O&M Expenses") means, for any Fiscal Year, the costs incurred by the CITY in operating and maintaining the Airport during such Fiscal Year, either directly or indirectly, whether similar or dissimilar, which under generally accepted accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated to the Airport by CITY in accordance with practices and procedures of the CITY in accordance with the adopted budget, as may be revised by the CITY, and taxes payable by CITY which may be lawfully imposed upon the Airport by entities other than the CITY. Per Use Charge shall mean the commensurate facility use charge in lieu of Exclusive Space rent and Joint Use charges assessed to Airline for the use of the baggage make up, Joint Use holdroom and associated apron, and baggage claim. Airlines who sign this Agreement may designate a per Use Charge alternative in the Premises section of Exhibit "G" for use of facilities on a Per Use Charge basis which will represent an equivalent value that will be established annually by the Lessee. if Airline chooses to operate under this Agreement under the Per Use Charge terms, the Airline will be required to pay in accordance with the terms outlined in Article 7. Preferential Use Premises shall mean those portions of the Terminal and Ramp Area assigned to AIRLINE, as shown on Exhibits "B" and "C", attached hereto, to which AIRLINE shall have priority over all other users, subject to the provisions of Article 16. Ramp Area shall mean the aircraft parking and maneuvering areas adjacent to the Terminal, and shall 6 include within its boundaries all Aircraft Parking Aprons and ground service equipment storage and staging as shown on Exhibit "C". Rentals, Fees, and Charges means the Rentals, Fees, and Charges payable by AIRLINE pursuant to Article 7. Revenue Landing shall mean any aircraft landing by AIRLINE at the Airport for which AIRLINE makes a charge or for which revenue is derived for the transportation by air of persons, property or mail, but Revenue Landings shall not include any landing of an aircraft which, after having taken off from Airport and without making a landing at any other airport, returns to land at Airport because of meteorological conditions, mechanical or operating causes, medical reasons, or any other reason of emergency or precaution. Revenues shall mean income accrued by the CITY in accordance with generally accepted accounting practices, including investment earnings, from or in connection with the ownership or operation of the Aviation System or any part thereof, or the leasing or use thereof but specifically excluding: (a) non- operating income (or receipts) from the sale of assets or insurance claims, (b) federal, state or local grants- in-aid or reimbursements, (c) PFCs, (d) one-time bonus payments from lessors. Scheduled Air Carrier shall mean any Air Transportation Company performing or desiring to perform, pursuant to published schedules, commercial air transportation services over specified routes to and from the Airport and holding the necessary authority from the appropriate Federal or state agencies to provide such transportation. Signatory Airline shall mean an Air Transportation Company that executed this Agreement, or a substantially similar agreement. The Signatory Airline executing the Agreement will be responsible for all payments due to Airport for its designated Affiliated Airlines. Term shall mean the period of time during which AIRLINE activities at the Airport shall be governed by this Agreement, except as otherwise set forth herein. Said Term shall begin on the Effective Date and, except as otherwise set forth herein, terminate on the date set forth in Article 3 or as otherwise provided herein. Terminal shall mean the airline passenger terminal building owned and operated by CITY at the Airport, as shown on Exhibit "C", attached hereto. 7 D. Included in AIRLINE's Leased Premises is Terminal Equipment as set forth in Exhibit "F" attached hereto and made a part hereof. Terminal Equipment owned or acquired by CITY for use by AIRLINE in AIRLINE's Leased Premises shall remain the property, maintained by CITY, and under the control, of CITY. 4.02 Employee Parking. CITY will make available area(s) at the Airport, in reasonable proximity to the terminal building, vehicular parking for personnel of AIRLINE employed at the Terminal, in conjunction with other Airport employees; provided, however, such area(s) shall not be used for the storage of vehicles or trailers. The CITY reserves the right to establish and charge a reasonable parking fee for ail Employee Parking. 4.03 Federal Inspection Services Areas. CITY may designate areas in the Terminal, or elsewhere on the Airport, to be used by agencies of the United States Government for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States. Such areas shall not be considered a part of the AIRLINE's Leased Premises. CITY reserves the right to establish a fee for use of the areas by AIRLINE. ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 5.01 AIRLINE Rights and Privileges. Subject to the terms of this Agreement, AIRLINE shall have the right to conduct AIRLINE's Air Transportation Business at the Airport and to perform the following operations and functions as are reasonably necessary to the conduct of such business at the Airport: A. The landing, taking off, flying over, taxiing, towing, and conditioning of AIRLINE's aircraft and, in areas designated by CITY, the extended parking, servicing, loading or unloading, storage or maintenance of AIRLINE's aircraft and support equipment subject to Paragraphs 5.01F., 5.01G., and 5.02 C., to the availability of space, and to such reasonable charges and regulations as CITY may establish; provided, however, AIRLINE shall not permit the use of the Airfield by any aircraft operated or controlled by AIRLINE which exceeds the load bearing design strength or capability of the Airfield as described in the then -current FAA -approved Airport Layout Plan (ALP) or other engineering evaluations performed subsequent to the then -current ALP, including the then -current Airport Certification Manual. B. The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, and the sale, handling, and providing of mail, freight and express services. 9 Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. ARTICLE 2: EFFECTIVE DATE 2.01 Effective Date. The Effective Date of this Agreement is August 1, 2009. 2.02 Cancellation of Prior Agreements. On the Effective Date, all existing Airport Use and Lease Agreements between AIRLINE and CITY shall terminate. ARTICLE 3: TERM This Agreement shall begin on the Effective Date set forth in Article 2 and shall terminate at midnight on July 31, 2014 subject to earlier termination as herein provided. ARTICLE 4: PREMISES 4.01 AIRLINE's Leased Premises. A. CITY does hereby lease and demise to AIRLINE, and AIRLINE does hereby lease and accept from CITY, Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises (in the event such premises are created in the future and shown on a revised Exhibit "B") as set forth in Exhibit "C". B. Except as provided in 4.01.0 below, any changes to AIRL]NE's Exclusive Use Premises, made after approval and submission of "as -built" drawings, shall be evidenced by an amendment to this Agreement pursuant to Section 18.17. C. In the event that changes to Exhibit "B" are made to reflect changes in the leased premises of others, or to reflect other space changes not inconsistent with the provisions of this Agreement, then in such event said revised exhibits may be substituted herein without the necessity for amendment of this Agreement. 8 C. The training of personnel in the employ of or to be employed by AIRLINE and the testing of aircraft and other equipment being utilized at the Airport in the operation of AIRLIN E's Air Transportation Business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by AIRLINE of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The CITY reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport. D. The sale, disposition or exchange of AIRLINE's aircraft, engines, accessories, gasoline, oil, grease, lubricants, fuel or other similar equipment or supplies; provided, however, AIRLINE shall not sell aviation fuels or propellants except (i) to such Air Transportation Company which is a successor company to AIRLINE, (ii) an Air Transportation Company which is a wholly owned subsidiary or designated Affiliated Airline of AIRLINE or (iii) when a comparable grade and type of fuel desired by others is not available at the Airport except from AIRLINE. AIRLINE may not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal due to routine maintenance. E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services, from any person or company, shall be subject to Paragraph 5.0 D. and to the CITY's right to require that each provider of services and/or supplies to AIRLINE secures a permit from CITY to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by CITY. No discriminatory limitations or restrictions shall be imposed by CITY that interfere with such purchases; provided, however, nothing herein shall be construed to permit AIRLINE to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between AIRLINE and CITY. F. The servicing by AIRLINE or its suppliers, of aircraft and other equipment being utilized at the Airport by AIRLINE on Preferential Use Premises gates and Aircraft Parking Aprons or such other locations as may be designated by the Director. G. The loading and unloading of persons, property, cargo, and mail by motor vehicles or other means of conveyance approved by CITY on the Preferential Use Premises Aircraft Parking Aprons or such other locations as may be designated by the Director and in compliance with the CITY's approved Airport Certification Manual which is kept on file in the Airport Director's office, H. The provision, either alone or in conjunction with other Scheduled Air Carriers or through a nominee, 10 of porter/skycap services and security services for the convenience of the public and passengers as allowed by 49 CFR Part 1544. The installation and maintenance, at AIRLINE's sole cost and expense, of identifying signs in AIRLINE' s Exclusive Use, Preferential Use Premises, and Joint Use Premises shall be subject to the prior written approval of the Director, however ail signage in place and previously approved by the Director as of the Effective Date, is hereby deemed approved. The general type and design of such signs shall be harmonious and in keeping with the pattern and decor of the Terminal areas. Nothing herein shall be deemed to prohibit AIRLINE's installation of identifying signs on the walls behind ticket counters and ticket lift counters in hold rooms as designated by the Director. J. The installation, maintenance and operation, at no cost to CITY, of such radio communication, computer, meteorological and aerial navigation equipment and facilities on AIRLINE' s Exclusive Use Premises as may be necessary for the operation of its Air Transportation Business; provided, however, that the location of such equipment and facilities, method of installation and type of equipment shall be subject to the prior written approval of the Director, which shall not be unreasonably withheld. CITY shall have the right to charge a reasonable fee, surcharge, or rental charge for any location outside of AIRLINE's Exclusive Use or Preferential Use Premises. CITY may disapprove or require modification, removal, or relocation of such equipment if it interferes with other communication, meteorological, or aerial navigation systems operated by CITY, other tenants, or governmental agencies. Upon abandonment or removal of any such system, AIRLINE shall restore the Premises to its original condition, normal wear and tear excepted. K. Such rights of way as may reasonably be required by AIRLINE for communications, computer equipment, telephone, interphone, conveyor systems and power and other transmission lines in areas not exclusively leased by AIRLINE, subject to the availability of space and/or ground areas as reasonably determined by the Director. All communication cables are to be installed in accordance with applicable building codes. Communication cable and internal electrical wires are the responsibility of the AIRLINE from the demarcation point and electrical wiring is the responsibility of the AIRLINE from the metered source. L. AIRLINE shall provide electronic flight arrival and departure information through CITY -installed and maintained MUFID and BID systems or by any other method to which AIRLINE and CITY agree. M. AIRLINE shall have the right to use, in common with others so authorized, the public address system serving the Terminal Building. AIRLINE shall not install, cause to be installed, or use any other public address system at the Terminal Building without the prior approval of CITY. The CITY reserves the right to 11 establish a charge for the use of such system. N. The installation of personal property, including furniture, furnishings, supplies, machinery, equipment, and electronic ticketing machines in AIRLINE's Exclusive Use Premises and Preferential Use Premises as AIRLINE may deem necessary or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with AIRLINE, subject to the provisions of this Agreement. 0. Ingress to and egress from the Airport and AIRLINE's Leased Premises for AIRLINE's officers, employees, agents and invitees, passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to 49 CFR Part 1542 Airport Security and all other applicable regulations and the CITY's right to establish rules and regulations governing (i) the general public, including AIRLINE's passengers, and, (ii) access to non-public areas at the Airport by AIRLINE's employees, suppliers of materials and furnisher of services; provided, however, any such rules and regulations of the CITY shall not unreasonably interfere with the operation of AIRLINE's Air Transportation Business. Further, CITY reserves the right to, from time to time, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and if necessary, CITY shall ensure the availability of a reasonably equivalent means of ingress and egress. CITY will consult with AIRLINE prior to any such closing which would adversely affect AIRLINE's operations at the Airport unless such closing is necessitated by circumstances which pose an immediate threat to the health or safety of persons using the Airport. AIRLINE hereby releases and discharges CITY, its successors and assigns, from any and all claims, demands or causes of action which AIRLINE may have arisen from the fact that such areas have been closed. P. The rights and privileges granted to AIRLINE pursuant to this Article 5 may be exercised on behalf of AIRLINE by other Signatory Airlines, designated Affiliated Airlines, or contractors authorized by CITY to provide such services at the Airport, subject to the prior written approval of CITY and further subject to all laws, rules, regulations and fees and charges as may be applicable to the activities undertaken. 5.02 Exclusions and Reservations. A. Nothing in this Article 5 shall be construed as authorizing AIRLINE to conduct any business separate and apart from the conduct of its Air Transportation Business at the Terminal. AIRLINE shall not use or permit the use of any portion of AIRLINE's Leased Premises for the purpose of selling, offering for sale, dispensing or providing any merchandise, product, services, or advertising that directly competes with an authorized Airport concession except for vending machines in the Airline's Exclusive Use Premises not 12 accessible to public and nothing contained herein is intended to or shall be construed to authorize or permit the AIRLINE to conduct any activity or to operate any direct or indirect business operation which in any manner competes with any authorized concession activity at the Airport without the prior written of approval of the Director and the payment to the CITY of concession fees. Any authorized third party handling contract is not considered a concession for the purpose of imposing a concession fee under the terms of this Agreement. B. AIRLINE shall not knowingly interfere or permit interference with the use, operation or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed or located from time to time at the Airport; and AIRLINE shall not engage in any activity prohibited by any future approved 14 CFR Part 150 program, or existing Noise Abatement Procedures or as such may be amended from time to time. C. As soon as possible after release from proper authorities, AIRLINE shall remove any of its disabled aircraft from the Landing Area and Ramp Area, shall place any such disabled aircraft only in such storage areas as may be designated by the Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by the Director; provided, however, AIRLINE shall be requested to remove such disabled aircraft from AIRLINE' s preferentially leased Aircraft Parking Apron(s) only if deemed necessary in accordance with Article 16. In the event AIRLINE shall fail to remove any of its disabled aircraft as expeditiously as possible, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, the Director shall give AIRLINE prior notice of its intent to do so and provided further that the Director shall use reasonable efforts to remove such aircraft. AIRLINE shall pay to CITY, upon receipt of invoice, the costs incurred for such removal plus a fifteen percent (15%) administrative charge. D. AIRLINE shall not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such AIRLINE act, or failure to act, shall cause cancellation of any policy, then AIRLINE shall immediately, upon notification by CITY, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if AIRLINE shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether such act shall constitute a breach of this Agreement, which is the sole cause of an increase in the CITY's insurance premium for the Airport, AIRLINE shall immediately remedy such actions and pay the increase in premium associated with the act upon notice from CITY to do so and after a sixty (60) day period for AIRLINE to 13 contest the increase. E. CITY may, at its sole option, install or cause to be installed advertising and revenue generating devices, including vending machines, in Preferential Use or Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with AIRLINE' s operations authorized hereunder or substantially diminish the square footage contained in Airline Preferential Use or Joint Use Premises. CITY may also, at its sole option, install pay telephones, facsimile machines, or other self-service traveler amenities in any part of the Terminal; provided, however, installation of such devices in Preferential Use Premises shall be with AIRLINE' s prior consent, which consent shall not unreasonably be withheld or delayed. CITY shall be entitled to all income generated by such telephones and devices and to reasonable access upon Airline Preferential Use and Joint Use Premises to install or service such telephones and devices. AIRLINE shall not be responsible for any maintenance of or liability arising from the installation, maintenance, or provision of any such services or devices. F. AIRLINE must comply with, and require its officers and employees and any other persons over whom it has control to comply with, such reasonable rules and regulations governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by CITY including, but not limited to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by CITY. AIRLINE will not do or authorize to be done anything, which may interfere with the effectiveness of the drainage and sewage system, water system, communications system, fire protection system, or other part of the utility, electrical or other systems installed or located from time to time at the Airport. G. AIRLINE must coordinate training flights and other nonscheduled flight activities into and out of Airport with the Director. If requested by CITY, AIRLINE must restrict all such activities to certain hours established by the Director so as to not interfere with scheduled flight activities of other Airlines using the Airport. H. AIRLINE must comply with all requirements of the Americans with Disabilities Act ("ADA"), as it may be amended, including without limitation paying for the cost of removing all barriers within AIRLINE's Exclusive Use and Preferential Use Premises, necessary to gain access to the AIRLINE's Exclusive Use and Preferential Use Premises. I. AIRLINE shall comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended with regard to the chair lift ("Lift") used to board 14 AIRLINE passengers with mobility impairment purchased by the Airport and intended to comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended. AIRLINE's operation and use of the Lift shall be on a joint use basis with other Airlines serving the Airport to enplane and deplane its passengers with mobility impairments and shall be subject to the following conditions and exceptions: 1) AIRLINE's aircraft is of a type and design that is compatible with the Lift so as to be used with applicable operational convenience and with the highest degree of safety. If AIRLINE elects to use aircraft incompatible with Airport's Lift, then AIRLINE is responsible for providing a compatible lift at its sole expense. 2) The Lift is available and is in a sound and operational condition. 3) All AIRLINE personnel operating the Lift are required to complete operator training specified by the Lift manufacturer for safe, proper, and efficient use of the Lift prior to use of the Lift. 4) If any maintenance, repair, or replacement work is caused by AIRLINE's negligence or inappropriate use of the Lift, AIRPORT shall be responsible for the repair and/or replacement of the Lift to the extent of the damage caused by AIRLINE's negligence or inappropriate use of the Lift and the full cost of any such repairs shall be invoiced to AIRLINE and due and payable immediately, plus a fifteen percent (15%) administrative charge. . a) It is AIRLINE's sole responsibility to enplane and deplane its passengers with mobility impairments and shall hold CITY harmless for all activities associated with such the enplanement or deplanement, and AIRLINE may use Airport's Lift to meet that responsibility. b) It is AIRLINE's obligation to notify the Director of any needed repairs to the Lift immediately upon discovery of such need. c) CITY shall conduct regular preventative maintenance to the lift so as to keep it in good working order. Any necessary repairs to or replacement of the Lift shall be the Airport's responsibility, unless damage is caused by AIRLINE's negligence or inappropriate use of the Lift. J. AIRLINE may use Terminal Equipment as shown in Exhibit "F" within AIRLINE's Leased Premises. AIRLINE shall ensure that those personnel involved in the use of Terminal Equipment are 15 properly trained in the use and operation of the devices in a safe manner and that only those trained AIRLINE personnel use and operate the Terminal Equipment. Except to the extent prevented by Texas' Workers' Compensation law, AIRLINE shall indemnify CITY from any and all claims for damages made against CITY due to injury, death, or damage to persons or property resulting from use of Terminal Equipment by AIRLINE, its agents, employees, or officers. Airport shall conduct regular maintenance to the Terminal Equipment so as to keep it in good working order. Any necessary repairs to or replacement of the Terminal Equipment shall be the Airport's responsibility unless damage is caused by AIRL1NE's negligence or inappropriate use of the Terminal Equipment in which event AIRLINE must repair or replace the Terminal Equipment at its expense. K. The rights and privileges granted AIRLINE pursuant to this Article 5 shall be subject to any and all reasonable rules and regulations established by CITY and to the provisions of Article 7. L. Any and all rights and privileges not specifically granted to AIRLINE for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to CITY. 5.03 CITY's Operation and Maintenance Obligations. A. CITY shall with reasonable diligence, prudently develop, improve, and at all times maintain and operate the Aviation System with adequate qualified personnel and keep the Aviation System in good repair, unless such maintenance, operation or repair shall be AIRLINE s obligation pursuant to Exhibit "D" 13. CITY shall use reasonable efforts to keep the Aviation System and its aerial approaches free from ground obstruction for the safe and proper use thereof by AIRLINE. C. CITY shall not be liable to AIRLINE for temporary failure to furnish all or any of such services to be provided in accordance with Exhibit "D" when due to mechanical breakdown or any other cause beyond the reasonable control of CITY. CITY shall use commercially reasonable efforts to i) Ensure the good repair of the Aviation System and the services described in Exhibit "D"; and ii) Eliminate a failure thereof in order to minimize the effect to AIRLINE as soon as possible. D. CITY shall maintain CITY owned passenger loading bridges located on Preferential Use Premises Aircraft Parking Apron (s) and the MUFIDS/BIDS provided by CITY for AIRLINE's use. 16 E. CITY shall use funds within the Airport Discretionary Fund to pay for local share of Annual Capital Outlays and Capital Improvements. 5.04 AIRLINE's Operation and Maintenance Obligations. A. AIRLINE shall, at all times and at its own expense, preserve and keep AIRLINE's Exclusive Use Premises in an orderly, clean, neat and sanitary condition pursuant to Exhibit "D." B. AIRLINE shall keep at its own expense its Preferential Use Aircraft Parking Apron(s) as reasonably free as possible of fuel, oil and debris. AIRLINE agrees to comply with all applicable environmental laws, rules, regulations, orders and/or permits applicable to AIRLINE's operations on or in the vicinity of the Airport, including but not limited to applicable National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, and/or disposal of hazardous or regulated substances. If AIRLINE determines at any time through any means that any threat of any potential harm to the environment, including but not limited to any release, discharge, spill, or deposit of any hazardous or regulated substance, has occurred oris occurring which in any way affects or threatens to affect the Airport, or the persons, structures, equipment, or other property thereon, AIRLINE must notify immediately by verbal report in person or by telephone, to be promptly confirmed in writing, (1) the Director, (2) the Airport's Public Safety Office, and (3) Emergency response centers and environmental or regulatory agencies, as required by law or regulation, and must follow such verbal report with written report as required by law. AIRLINE agrees to cooperate fully with the CITY in promptly responding to, reporting, and remedying any threat of potential harm to the environment, including without limitation any release or threat of release of hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by arty federal, state, or local agency having authority over environmental matters. AIRLINE will undertake all required remediation and all costs associated therewith, for AIRLINE's action or inaction which is directly or indirectly responsible for any failure of the AIRLINE to materially conform to all applicable environmental laws, rules, regulations, orders and/or permits. The rights and obligations set forth in this paragraph survive the termination of this Agreement. C. CITY shall maintain the Heating Ventilation and Air Conditioning system from the supply point which is the point at which the supply enters the AIRLINE's Exclusive Use and Preferential Use Premises and continuing throughout the Airline's Exclusive Use Premises and Preferential Use Premises. AIRLINE must maintain electric loads within the designed capacity of the Airport's electrical system and prior to any change in the electrical system Toads which would exceed its capacity, written consent will be obtained from the Director by the AIRLINE. 17 AIRLINE shall maintain fixtures, equipment, and its Exclusive Use and Preferential Use Premises in good condition, reasonable wear and tear excepted, and perform all ordinary repairs and inside painting. Such repairs and painting by AIRLINE shall be of a quality and class not inferior to the original material and workmanship. D. AIRLINE may dispose of routine daily trash in the CITY provided trash compactor without additional charge. However, AIRLINE, at its sole expense, must dispose of non -routine daily trash, including without limitation construction debris and other waste materials -including petroleum products, either directly or through an independent contractor, either of which must obtain CITY permits. E. AIRLINE will provide and maintain hand fire extinguishers for ail Exclusive Use and Preferential Use Premises in accordance with applicable safety codes. F. AIRLINE will repair, at its cost, or at CITY's option reimburse CITY for the cost of repairing, replacing, or rebuilding any damages to the AIRLINE's Exclusive Use and Preferential Use Premises caused by the acts or omissions of AIRLINE, its sub lessee, or its or their respective officers, employees, agents, or business invitees, including without limitation customers. Any repairs made by AIRLINE are subject to inspection and approval by CITY. G. AIRLINE may not erect, maintain or display on the Airport any billboards, banners, advertising, promotions, signs or materials without the prior written approval of Director. AIRLINE must keep its ticket counter free of all printed material except required regulatory signs or conditions of travel and advertising displays and related materials. CITY may remove any unauthorized material or displays, which are placed on the Airport without the Director's prior written approval. H. Should AIRLINE fail to perform its material obligations hereunder, CITY shall have the right to enter the AIRLINE's Leased Premises and perform such activities; provided, however, other than in a case of emergency, CITY shall give to AIRLINE reasonable advance written notice of non-compliance, not to exceed ten (10) days, prior to the exercise of this right. If such right is exercised, AIRLINE shall pay to CITY, upon receipt of invoice, the cost of such services plus a fifteen percent (15%) administrative charge. 5.05 Designation of Operation and Maintenance Responsibilities. Responsibilities for maintenance, cleaning and operation of the Airport shall be as set forth in Exhibit "D" attached hereto and made a part hereof. 18 ARTICLE 6: CAPITAL IMPROVEMENTS 6.01 General A. It is contemplated by the parties that from time to time during the term of this Agreement, the CITY may undertake Capital Improvements to the Airport, subject to the provisions of Article 6. B. In conjunction with submission of its Annual Budget, Director will notify AIRLINE of its proposed Capital Improvements, including a sources and uses of funds plan, for the ensuing Fiscal Year as well as a projection of Capital Improvements anticipated for the remaining Term of this Agreement and CITY's estimates of the affect of such Capital Improvements on the Rentals, Fees, and Charges paid by Airlines collectively. Director further reserves the right to notify AIRLINE at any other time of proposed Capital Improvements subject to AAAC consultation procedures as set forth in this Article 6. C. Except for Capital Improvements required in order to avoid or react to emergency conditions that could disrupt operations at the Airport or projects that are required to conform to Federal, State, or local laws, rules, or regulations, the Capital improvement Program proposed by Director is subject to AAAC consultation procedures pursuant to this Article 6. CITY agrees to meet collectively with the Signatory Airlines within thirty (30) days after notification to AIRLINE of said Capital Improvement to further discuss the Capital Improvements. CITY agrees to consider the comments and recommendations of the AAAC with respect to said Capital Improvement_ Terminal capacity enhancement projects will not proceed unless a new or existing AIRLINE can not be accommodated within the existing facilities. CITY will maximize use of grants and non -rate based sources of funds for all eligible components of Terminal capacity expansion projects. 6.02 Grants -In -Aid CITY will use its best efforts to obtain maximum development of Grants -In -Aid. ARTICLE 7: RENTALS, FEES, AND CHARGES AIRLINE shall pay CITY rentals for use of AIRLINE's Leased Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement. The Rentals, Fees, and Charges payable by all Signatory Airlines and their designated Affiliate Airlines for the Airfield and, with 19 respect to the Terminal, the Rentals, Fees and Charges payable by Signatory Airlines leasing space in the Terminal shall be calculated as set forth in Exhibit "G". For AIRLINES executing this Agreement and operating on, a Per Use Charge basis, AIRLINE will be assessed with a minimum annual guarantee as outlined in Article 7.5 below and in accordance with the rate identified in Exhibit "G". In addition, AIRLINE will be required to lease, directly from the AIRPORT, Exclusive Use Premises located in the ticketing area. The square footage required to be leased by AIRLINE will be at the discretion of the Airport Director. For Airlines who have not executed this Agreement or an Agreement substantially similar and have not been designated as an Affiliate Airline, the Non -Signatory Airline shall be required to pay a Non -Signatory premium of one hundred twenty five percent (125%) of all applicable rates and charges. For each Fiscal Year covered by this Agreement, the rates shall be outlined for each year in Exhibit "G". 7.01 Landing Fees. AIRLINE shall pay to CITY fees for aircraft landings at Airport as set forth in Exhibit "G". Landed weight shall be reported to the City within ten (10) days following the end of the month in which activity occurred. Signatory Airlines' landing fees shall be calculated to include all Maintenance and Operating Expenses and the net cost of non -federally funded or State funded capital costs associated with the Airfield and is determined as the product of the landing fee rate for the period and the Signatory and Non -Signatory total landed weight for the month. AIRLINE's landed weight for the month shall be determined as the product of the Maximum Gross Landed Weight of each category of landing aircraft of the AIRLINE by the number of Landings of each said aircraft during such month. 7.02 Terminal Rentals AIRLINE's Terminal rentals shall be determined as the sum of rentals for Exclusive Use and Preferential Use Premises. Rental payment for Exclusive Use and Preferential Use Premises shall be the Terminal rental rate as set forth in Exhibit "G" and the square footage of the corresponding type of space leased by AIRLINE as set forth in Exhibit "B". 7.03 Apron Fees AIRLINE shall pay to CITY apron fees for the parking of aircraft at the gate area. Such fees shall be calculated in accordance with Exhibit "G" and allocated to AIRLINE based on the number of Airline leased apron spaces as indicated by the lease lines shown on Exhibit "0". 7.04 Joint Use Charges. AIRLINE's Joint Use Charges shall be determined as the sum of 1) the product of the weighted average terminal rate per square foot and the square footage of the Joint Use Premises leased by AIRLINE as set forth in Exhibit "B" and 2) the Net Terminal Security Cost as shown on Exhibit "G". Passenger activity shall be reported to the City within ten (10) days following the end of the month in which activity occurred. 20 7.05 Per Use Charge. Per Use Charges shall be calculated as a flat fee paid per turn (including an arrival and departure) and will be adjusted annually. The calculation shall be based upon adding the average annual rate per turn for the concourse, inbound baggage, outbound baggage, the average per turn rate paid for exclusive space, plus a 15% overhead fee as is identified in Exhibit "G". For airlines utilizing this Per Use Charge provision, all activity for the month will be reported within ten (10) days following the end of the month. ForAirline(s) operating under a Per Use Charge basis, a minimum annual guarantee amount will apply. The minimum annual guarantee will be an amount equal to the twenty percent (20%) fixed use amount charged to each Signatory Airline calculated as part of the Joint Use space charge and the amount due for ticketing space leased by AIRLINE. This amount will be adjusted annually. 7.06 Other Fees and Charges. A. CITY expressly reserves the right to assess and collect the following: (1) Charter Flight Fees - AIRLINE must pay fees to the CITY for charter flights operated or handled by AIRLINE as follows: (i) if the charter flight is handled by AIRLINE with its own or a leased aircraft at AIRLINE's Leased Premises, AIRLINE will pay the Signatory rates and charges; (ii) if the charter flight is operated by an aircraft owned by a Non -Signatory third party and is handled at AIRLINE's Leased Premises, AIRLINE must pay the Non -Signatory rates and charges as outlined in Article 7; or (iii) if the charter flight is handled by an aircraft owned by a Non -Signatory third party and handled outside AIRLINE's Leased Premises, AIRLINE must pay the applicable Per Use Charge and the Non -Signatory rates and charges. If AIRLINE parks aircraft at a CITY -controlled apron position, AIRLINE must pay an Apron Parking Fee as shown in Exhibit "G". (2) Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by CITY and accepted by AIRLINE, including, but not limited to, Federal Inspection Services Area ("FIS") fees as set forth in Exhibit "G". (3) Pro -rata share, based upon enplaned passengers, of any charges for the provision of any services or facilities which CITY is required to provide by any governmental entity (other than CITY acting within its proprietary capacity) having jurisdiction over the Airport. S. CITY reserves the right to charge AIRLINE or its employees, contractors, or agents a reasonable fee for a security background check and identification badges provided at the Airport. 21 C. AIRLINE shall pay reasonable charges for other services or facilities provided by CITY to AIRLINE. Such services or facilities may include, but are not limited to, special maintenance of AIRLINE's Leased Premises including janitorial services or equipment/vehicle storage areas. The fees for these services shall be established by the Director upon request for services by AIRLINE. D. AIRLINE shall pay the required fees for all permits and licenses necessary for the conduct of its Air Transportation Business at the Airport. AIRLINE shall pay all electricity, gas, and water and sewerage fees and charges, if separately metered. AIRLINE shall also pay all taxes, assessments, and charges , which during the Term of this Agreement may become a lien or which may be levied by the State, County, or any other tax levying body, upon any taxable interest by AIRLINE acquired in this Agreement, or any taxable possessory right which AIRLINE may have in or to the premises or facilities leased hereunder, or the improvements thereon, by reason of its occupancy thereof, or otherwise, as well as taxes, assessments, and/or charges on taxable property, real or personal, owned by AIRLINE in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said property, or taxable interest therein, shall be paid in full and without pro -ration by AIRLINE forthwith, or as soon as a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, AIRLINE shall not be deemed to be in default under this Agreement for failure to pay taxes pending the outcome of any proceedings instituted by AIRLINE to contest the validity or the amount of such taxes, provided that such failure to pay does not result in any forfeiture. 7.06 Payments. A. Payments of one -twelfth (1/12) of the total annual rentals for AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Apron Fees shall be due in advance, without demand, on the first day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15) calendar day of the month. B. Payment of AIRLINE's Landing Fees shall be due on the last day of each month following the month in which such activity occurs. Said fees shall be deemed delinquent if payment is not received on the date due. C. Payment for Joint Use Charges shall be due on the thirtieth last day of each month based on the previous month's enplanement data. Said fees shall be deemed delinquent if payment is not received on the date due. 22 D Payment for Per Use Charges shall be due on the thirtieth last day of each month based on the previous month's activity data. Said fees shall be deemed delinquent if payment is not received on the date due. E. Payment for all other fees and charges due hereunder, shall be due as of the date of the CITY's invoice. Said fees and charges shall be deemed delinquent if payment is not received within thirty (30) days of the date of such invoice. F. CITY shall provide written notice of any and all payment delinquencies, including payments of any deficiencies which may be due as a result of the CITY's estimates of activity pursuant to Paragraph F below or due to an audit performed pursuant to Paragraph 7.07.C., herein; provided, however, interest at the lower of one and one-half percent (1 1/2 %) per month, or the highest rate allowable by applicable state law, shall accrue against any and all delinquent payment(s) from the date due until the date payments are received by CITY. This provision shall not preclude CITY from canceling this Agreement for default in the payment of rentals, fees or charges, as provided for in Section 12.01 B herein, or from exercising any other rights contained herein or provided by law. G. In the event AIRLINE fails to submit its monthly activity report as required in Section 7.07, CITY shall estimate the Rentals, Fees and Charges based upon the higher of one hundred twenty-five percent (125%) of the previous month's activity or the same month's prior year activity reported by AIRLINE and issue an invoice to AIRLINE for same. If no activity data is available, CITY shall reasonably estimate such activity and invoice AIRLINE for same. AIRLINE shall be liable for any deficiencies in payments based on estimates made under this provision; payment for said deficiencies shall be deemed due as of the date such rental was due and payable. If such estimate results in an overpayment by AIRLINE, CITY shall apply such overpayment as a credit against any outstanding invoices or subsequent amounts due for such Rentals, Fees and Charges from AIRLINE; provided, however, AIRLINE shall not be entitled to any credit for interest on payments of such estimated amounts. H. In the event AIRLINE's obligations with respect to AIRLINE's Leased Premises or rights, licenses, services or privileges granted hereunder shall commence or terminate on any date other than the first or last day of the month, AIRLINE's Rentals, Fees and Charges shall be prorated on the basis of the number of days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month. I. All payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by check made payable to the Corpus Christi International Airport and delivered to: 23 Corpus Christi International Airport Accounts Receivable Department 1000 International Drive Corpus Christi, TX. 78406 7.07 Information to be Supplied by AIRLINE. A. Not later than ten (10) days after the end of each month, AIRLINE shall file with Airport written report in the format as set forth in Exhibit "G" for activity conducted by AIRLINE and its designated Affiliate Airline(s) during said month, and for activity handled by AIRLINE for other Air Transportation Companies not having an agreement with CITY providing for its own submission of activity data to CITY. B. CITY shall have the right to rely on said activity reports in determining rentals and charges due hereunder; provided, however, AIRLINE shall have full responsibility for the accuracy of said reports including the sum and product totals. Payment deficiencies due to incomplete or inaccurate activity reports shall be subject to interest charges as set forth in Paragraph 7.06.E. C. AIRLINE shall at all times maintain and keep books, ledgers, accounts or other records, wherein are accurately kept all entries reflecting the activity statistics to be reported pursuant to Paragraph 7.07.A. Such records shall be retained by AIRLINE for a period of three (3) years subsequent to the activities reported therein, or such other retention period as set forth in 14 CFR Part 249, and made available at Corpus Christi, Texas for audit and/or examination by CITY or its duly authorized representative during all normal business hours. AIRLINE shall produce such books and records at Corpus Christi, Texas within thirty (30) calendar days of written notice to do so or pay all reasonable expenses, including but not limited to transportation, food and lodging, necessary for an auditor selected by CITY to audit said books and records at a place selected by AIRLINE. D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by CITY as an O&M Expense; provided, however, the total cost of said audit shall be borne by AIRLINE if either or both of the following conditions exist: (1) The audit reveals an underpayment of more than five percent (5%) of Rentals, Fees and Charges due hereunder, as determined by said audit; and/or (2) AIRLINE has failed to maintain true and complete books, records, accounts, and supportive source 24 documents in accordance with Paragraph 7.07.C. 7.08 Security for Payment A. Unless Signatory Airline has provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of this Agreement without the occurrence of any act or omission that would have been an event enumerated in Section 12.01 of this Agreement, if this Agreement had been in effect during that period, AIRLINE shall provide CITY on the Effective Date of this Agreement with a contract bond, irrevocable letter of credit or other similar security acceptable to CITY ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals, Fees and Charges payable by AIRLINE pursuant to this Article 7, to guarantee the faithful performance by AIRLINE of its obligations under this Agreement and the payment of all Rentals, Fees and Charges due hereunder. AIRLINE shall be obligated to maintain such Contract Security in effect until the expiration of twelve (12) consecutive months during which period AIRLINE commits no event enumerated in Section 12.01 of this Agreement. Such Contract Security shall be in a form and with a company reasonably acceptable to CITY. In the event that any such Contract Security shall be for a period less than the full period required by this Paragraph 7.0&A or if Contract Security shall be canceled, AIRLINE shall provide a renewal or replacement Contract Security for the remaining required period at least sixty (60) days prior to the date of such expiration or cancellation. B. Notwithstanding the above Paragraph 7.08.A, CITY shall have the right to waive such Contract Security requirements for a Signatory Airline which has not provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of its Signatory Airline agreement. Any such waiver by CITY shall be conditioned upon said Signatory Airline having provided regularly scheduled flights at six (6) other airports with activity levels and characteristics similar to Airport during the most recent twelve (12) month period, without committing any material default under the terms of the respective lease and use agreements at each of the six (6) facilities, and without any history of untimely payments for rentals, fees and charges. The burden shall be on AIRLINE to demonstrate to CITY its compliance with these requirements by providing written documentation from six (6) other airports selected by Airport. C. If AIRLINE is delinquent in any debt due to the CITY for a period greater than ninety (90) days and/or continuously delinquent for a period of six (6) months, CITY shall impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. D. Upon the occurrence of any AIRLINE act or omission that is an event enumerated in Section 12.01, or upon election to assume this Agreement under Federal Bankruptcy Rules and Regulations and Federal 25 Judgeship Act of 1990, as such may be amended, supplemented, or replaced, CITY, by written notice to AIRLINE given at any time within ninety (90) days of the date such event becomes known to CITY, may impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. In such event, AIRLINE shall provide CITY with the required Contract Security within ten (10) days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration of a period of eighteen (18) consecutive months during which AIRLINE commits no additional event enumerated in Section 12.01. E. If AIRLINE shall fail to obtain and/or keep in force such Contract Security required hereunder, such failure shall be grounds for immediate cancellation of this Agreement pursuant to Section 12.01. CITY' s rights under this Section 7.08 shall be in addition to all other rights and remedies provided to CITY under this Agreement. 7.09 Passenger Facility Charge. A. AIRLINE acknowledges that CITY shall have the right to assess Airline passengers a Passenger Facility Charge ("PFC") for the use of the AIRPORT in accordance with 49 U.S.C. §40117 and the rules and regulations there under (14 CFR Part 158, herein the "PFC Regulations") and as otherwise hereinafter authorized or permitted. AIRLINE shall collect on behalf of and remit to CITY any such charges in accordance with the requirements of the PFC Regulations, including but not limited to holding any charges collected by the AIRLINE, pending remittance to CITY, in trust for the benefit of CITY. CITY shall have the right to use all such PFC revenue collected in any lawful manner. B. AIRLINE and CITY shall be bound by and shall observe all of the provisions of the PFC Regulations as they apply to either or both parties. C. If AIRLINE fails to remit PFC revenue to CITY within the time limits established by the PFC Regulations (no Tater than the last day of the following calendar month), AIRLINE shall be deemed to be in default pursuant to Section 12.01. Any late payment of PFC's shall be subject to interest computed in accordance with Section 7.06. 7.10 Capitalized Interest on Bonds. Bonds issued by the CITY will provide for the capitalization of interest, by project, during the construction period for each respective project; and the CITY intends for Debt Service on Bonds to be capitalized until Substantial Completion of projects financed, in part, from the proceeds of Bonds. Provided, however, that in the event any Debt Service applicable for Bonds shall become payable from Revenues prior to Substantial Completion of projects, the Debt Service will be allocated to Cost 26 Centers in the same manner as the related project costs (net of any PFC funding) are allocated to Cost Centers. 7.11 Continuation of Rent . Signatory Airlines that cease service at the Airport prior to the end of the term of the Agreement as provided for in Section 13.01 will continue to pay rent on Exclusive and Preferential Use Premises and twenty percent of the Joint Use Charge until the end of the Term of the Agreement. 7.12 No Further Charges. Except as provided in this Agreement, no further Rentals, Fees or Charges shall be charged by the CITY to AIRLINE, for the use of AIRLINE's Leased Premises and other facilities, and the rights, licenses, and privileges granted to AIRLINE in Article 5 of this Agreement. The foregoing provision shall not be construed to prohibit the CITY from imposing fees and charges for the use of specified equipment, facilities, or additional services at the Airport or from imposing fines, penalties, or assessments for the enforcement of the CITY's rules and regulations. 7.13 Charges For Services. The provisions contained in Section 7.12 shall not preclude the CITY from seeking reimbursement from AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non - Signatory Airlines for the cost of services provided to AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non -Signatory Airlines in compliance with any federal law or rule or regulations which is enacted or amended subsequent to the execution of this Agreement, or for any services or facilities provided subsequent to the execution date of this Agreement, the cost of which is riot currently included in the estimated requirement used to calculate Rentals, Fees and Charges under this Agreement. ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 8.01 Annual Rate Changes. A. No later than sixty (60) days prior to the end of each Fiscal Year, CITY shall notify AIRLINE of the proposed Landing Fee and Charges for the ensuing Fiscal Year. Said Landing Fee shall be based upon budgeted Revenues, O&M Expenses, Annual Capital Outlay, and projected Capital Improvements, including coverage and required reserves determined and presented to AIRLINE substantially in conformance with the methods and format set forth in Exhibit "G". Rental rates will be set according to the rates included in Exhibit "G". The allocation of oil and gas lease revenues ("O&G Revenues") identified in Exhibit "G-1.1" shall apply through the Term of this Agreement; however, to the extent that the O&G Revenues exceed one 27 million dollars ($1,000,000) in any Fiscal Year, the O&G Revenues allocation will be modified in excess of that amount such that fifty percent (50%) of the O&G Revenues will be applied to the Airfield cost center and fifty percent (50%) will be allocated to the Aviation Discretionary Fund'as identified in Exhibit "G-1.1". The Airline allocation will first be applied to offset the Airline Requirement in the Airfield cost center for the then current fiscal year based on the landed weight of all Signatory Airlines. In the event that the amount of O&G Revenues to be applied to the Airfield cost center exceeds the Airline Requirement, then any such surplus will be applied toward the Airline Requirement associated with the Terminal cost center for the then current fiscal year on a square footage basis. In the event that the amount of O&G Revenues to be applied toward the Airline Requirement associated with the Terminal cost center exceeds the Airline Requirement, then at the end of the Term, any remaining surplus amounts will be credited to the previous fiscal year(s) of this Agreement based on pro rata total rates and charges paid by the Signatory Airlines during the period. In the event that any Airline surplus exists and all Airline Requirements for the full term of this Agreement have been credited as outlined above, the distribution of all remaining Airline surplus will be allocated to the Signatory Airlines as negotiated between the Airlines and the Airport Director. S. The Signatory Airlines through the AAAC shall have the right to review and comment upon the proposed operating budget through a consultation process. No later than thirty (30) days after the forwarding of a proposed schedule of rates for Landing Fees and Charges, CITY agrees to meet or arrange a conference call with the AAAC at a mutually convenient time for the purpose of discussing such Landing Fees and Charges. In advance of said meeting, CITY shall make available to the AAAC any reasonably requested additional information relating to the determination of the proposed rates. CITY agrees to fully consider the comments and recommendations of the Signatory Airlines prior to finalizing its schedule of rates for Rentals, Fees and Charges for the ensuing Fiscal Year. C. Following said meeting/conference call, and prior to the end of the then current Fiscal Year, CITY shall notify AIRLINE of the rates for the Landing Fees and Charges to be established for the ensuing Fiscal Year. D. If calculation of the new rates for Landing Fees and Charges is not completed by CITY and the notice provided in Paragraph 8.01 C. is not given on or prior to the end of the then current Fiscal Year, the AIRLINE will by provided written notice that rates for Landing Fees and Charges then in effect shall continue to be paid by AIRLINE until such calculations are concluded and such notice is given. Upon the conclusion of such calculations and the giving of such notice, CITY shall determine the difference(s), if any, between the actual Landing Fees and Charges paid by AIRLINE to date for the then current Fiscal Year and the Landing Fees and Charges that would have been paid by AIRLINE if said rates had been in effect beginning 28 on the first day of the Fiscal Year. Said differences shall be applied to the Landing Fees or Charges for which a difference(s) in rates resulted in an overpayment or underpayment, and shall be remitted by AIRLINE or credited or refunded by CITY in the month immediately following the calculation of the new Fiscal Year rates or over the remaining months of the then current Fiscal Year as determined by the CITY. 8.02 Other Rate Changes. Landing, Fees and Charges may be changed up to once per fiscal year at any other time that unaudited monthly Airport financial data indicates that total Landing Fees and Charges payable pursuant to the then current rate schedules are estimated and anticipated by CITY to vary by more than ten percent (10%) from the total Landing Fees and Charges that would be payable based upon the use of the projected monthly financial data then available for said Fiscal Year. Rates for Landing Fees and Charges may also be changed whenever required by the terms and provisions of the Master Bond Ordinance No. 024163; which is available in the Airport Administration offices for review, provided, however, that Signatory Airlines` total Landing Fees and Charges payable to CITY shall be allocated to AIRLINE in accordance with this Agreement. In the event of an emergency situation at the Airport where action is required due to respond to operational or safety related issues , the Landing Fees, and Charges may be changed within thirty (30) days, after consultation with the AAAC. 8.03 Incorporation of Exhibit"G" . Adjustments to Landing Fees and Charges, pursuant to this Agreement, shall apply without the necessity of formal amendment of this Agreement. Upon each adjustment pursuant to this Article 8, a revised Exhibit "G" showing the calculation of adjusted rates for Landing Fees and Charges, shall be prepared by CITY and transmitted to AIRLINE. Said exhibit shall then be deemed part of this Agreement without formal amendment thereto. 8.04 Settlement. Upon the earlier of (i) one hundred twenty (120) days following the dose of each Fiscal Year, or (ii) as soon as audited financial data for said Fiscal Year is available, rates for Landing Fees and Charges for the preceding Fiscal Year shall be recalculated using audited financial data and the methods set forth in Exhibit "G." Upon the determination of any difference(s) between the actual Landing Fees and Charges paid by Signatory Airlines during the preceding Fiscal Year and the Landing Fees and Charges that would have been paid by Signatory Airlines using said recalculated rates, CITY shall, in the event of overpayment, promptly credit to AIRLINE of the amount of such overpayment within thirty (30) days of determination and such credit will be applied against any outstanding invoices at the time of issuance and in the event of under payment such amount shall be due within thirty (30) days of the invoice date. 8.05 CITY Covenants. A. CITY covenants that for purposes of assigning and allocating costs, it shall utilize generally accepted 29 accounting practices utilized for airports operating as an enterprise fund, include only those charges properly attributable to the Aviation System, and adhere to the requirements of the FAA's Policy Regarding the Establishment of Airport Rates and Charges. B. CITY shall operate the Aviation System in a manner so as to produce Revenues from concessionaires, tenants and other users of the Aviation System of a nature and amount which would be produced by a reasonably prudent operator of an airport of substantially similar size, use and activity, with due regard for the interests of the public. C. CITY shall use all Revenues of the Aviation System exclusively for the construction, maintenance, operation, development, financing and management of the Aviation System. ARTICLE 9: AIRLINE IMPROVEMENTS 9.01 AIRLINE Improvements. A. In accordance with Paragraph 5.01 N., AIRLINE may construct and install, at AIRLINE's sole expense, improvements in its Exclusive Use and Preferential Use Premises as AIRLINE deems to be necessary for its operations; provided, however, that the plans and specifications, location, and construction schedule for such improvement shall be subject to the advanced written approval of the Director. Provided further, that no reduction or abatement of Rentals, Fees and Charges shall be allowed for any interference with AIRLINE's operations by such construction. B. Prior to the commencement of any improvements greater than $10,000, the CITY shall have the right to require that AIRLINE shall obtain, or cause to be obtained, a contract surety bond in a sum equal to the full amount of any construction contract awarded by AIRLINE for the improvements. Said contract security bond shall name the CITY as an obligee there under and shall be drawn in a form and from such company acceptable to CITY; shall guarantee the faithful performance of necessary construction and completion of improvements in accordance with approved final plans and detailed specifications; and, shall protect CITY against any losses and liability, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely the work described. CITY reserves the right to require that AIRLINE acquires or causes to be acquired a payment bond with any contractor or contractors of AIRLINE as principal, in a sum equal to the full amount of the construction contract awarded by AIRLINE for the improvements. Said bond shall name the CITY as an obligee there under and shall guarantee payment of all wages for labor and 30 services engaged, and of all bills for materials, supplies and equipment used in the performance of said construction contract. Any work associated with such construction or installation shall not unreasonably interfere with the operation of the Airport, or otherwise unreasonably interfere with the permitted activities of other Terminal tenants and users. Upon completion of approved construction, and within sixty (60) days of AIRLINE's receipt of a certificate of occupancy, a complete set of "as built" drawings shall be delivered to the Director for the permanent record of CITY. C. AIRLINE shall furnish or require contractors to furnish satisfactory evidence of statutory worker's compensation insurance, comprehensive general liability insurance, comprehensive automobile insurance and physical damage insurance, on a builder's risk form with the interest of CITY endorsed thereon, in such amounts and in such manner as CITY may reasonably require. CITY may require additional insurance for any alterations or improvements approved hereunder, in such limits as CITY reasonably determines to be necessary. D. Any construction or installation shall be at the sole risk of AIRLINE and shall be in accordance with all applicable state and local codes and laws and subject to inspection by the Director and all other applicable inspectors. E. All improvements made to Airline's Exclusive Use and Preferential Use Premises and additions and alterations thereto made by AIRLINE, except those financed by CITY, shall be and remain the property of AIRLINE until expiration of the Term of this Agreement. Upon termination or cancellation of this Agreement, said additions and alterations shall become the property of CITY; provided, however, that any trade fixtures, signs, equipment, and other moveable personal property of AIRLINE not permanently affixed to Airline's Exclusive Use or Preferential Use Premises shall remain the property of AIRLINE, subject to the terms of Article 14. ARTICLE 10: DAMAGE OR DESTRUCTION 10.01 Partial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be partially damaged by fire or other casualty, but said circumstances do not render AIRLINE's Leased Premises untenable as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. No abatement of rentals shall accrue to AIRLINE so long as AIRLINE's Leased Premises remain tenantable. 31 10.02 Substantial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be so extensively damaged by fire or other casualty as to render any portion of said AIRLINE's Leased Premises untenable but capable of being repaired, as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. In such case, the rentals payable hereunder with respect to AIRLINE's affected AIRLINE Leased Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered untenable bears to total AIRLINE Leased Premises until such time as such affected AIRLINE Leased Premises shall be restored adequately for use. CITY shall use reasonable efforts to provide AIRLINE with comparable alternate facilities to continue its operation while repairs are being completed, at a rental rate not to exceed that provided for in this Agreement for comparable space. 10.03 Destruction. A. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of said.AIRLINE Leased Premises incapable of being repaired within ninety (90) days, as reasonably determined by CITY, CITY shall notify AIRLINE of its decision whether to reconstruct or replace said space; provided, however, CITY shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to affected AIRLINE Leased Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by AIRLINE. If this occurs, Airline may terminate the letting of the AIRLINE's Leased Premises, effective as of the date of written notice to the CITY. B. In the event CITY elects to reconstruct or replace affected AIRLINE Leased Premises, CITY shall provide AIRLINE with comparable alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. C. In the event CITY elects to not reconstruct or replace affected AIRLINE Leased Premises, CITY shall meet and consult with AIRLINE on ways and means to permanently provide AIRLINE with adequate replacement space for affected AIRLINE Leased Premises. In such event, CITY agrees to amend this Agreement to reflect related additions and deletions to AIRLINE's Leased Premises. AIRLINE is not bound to accept the replacement space and may terminate this Agreement, as described in section 10.03 (A) as above. 32 10.04 Damage Caused By AIRLINE. Notwithstanding the provisions of this Article 10, in the event that due to the negligence or willful act or omission of AIRLINE, its employees, its agents, or licensees, AIRLINE's Leased Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent during the repair or replacement of said AIRLINE Leased Premises. To the extent that the costs of repairs shall exceed the amount of any insurance proceeds payable to CITY by reason of such damage or destruction, AIRLINE shall pay the amount of such additional costs to CITY. 10.05 CITY's Responsibilities. CITY shall maintain adequate levels of insurance ; provided, however, that CITY's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 10 shall in any event be limited to restoring affected AIRLINE Leased Premises to substantially the same condition that existed at the date of damage or destruction, including any subsequent improvements made by CITY, and shall further be limited to the extent of insurance proceeds and other funds available to CITY for such repair, reconstruction, or replacement; provided further that CITY shall in no way be responsible for the restoration or replacement of any equipment, furnishings, property, real improvements, signs, or other items installed and/or owned by AIRLINE in accordance with this Agreement, unless AIRLINE proves that damage is caused by negligence or willful act or omission of CITY, its officials, agents, or employees acting within the course or scope of their employment. ARTICLE 11: INDEMNIFICATION AND INSURANCE 11.01 Indemn ification. A. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property arising out of, resulting from, or incident to AIRLINE's performance of its obligations under this Agreement, or in conjunction with AIRLINE's use and occupancy of AIRLINE's Leased Premises or use of the Airport, unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. B. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its 33 officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any federal, state, or municipal laws, statutes, resolutions, or regulations, including rules or regulations of the CITY, by AIRLINE, its agents, employees, or successors and assigns in conjunction with AIRLINE' s use and/or occupancy of AIRLINE's Leased Premises or the Airport unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. C. The provisions of this Section 11.01 shall survive the expiration, termination or early cancellation of this Agreement. 11.02 Insurance_ A. Without limiting or expanding AIRLINE's obligation to indemnify CITY, as provided for in Section 11.01, AIRLINE shall procure and maintain in force at all times during the Term of this Agreement occurrence form, comprehensive Airport premises liability and aviation insurance to protect against personal injury and bodily injury liability and property damage liability. The limits for Signatory Airlines operating aircraft larger than sixty (60) seats shall be in an aggregate amount of not less than $100,000,000 per occurrence, combined single limit; provided, however, coverage for non -passengers shall be not less than an aggregate amount of $25,000,000 per occurrence. The limits for Signatory Airlines operating aircraft with sixty (60) seats or Tess shall be in an aggregate amount of not less than $50,000,000 per occurrence, combined single limit. In addition, AIRLINE shall procure and maintain in force during the Term of this Agreement, liability insurance applicable to the ownership, maintenance, use or operation of any automobile, mobile equipment or other ground vehicle at the Airport (including owned, non -owned, or hired) in an amount not Tess than $5,000,000 per occurrence. B. The aforesaid amounts and types of insurance shall be reviewed from time to time by CITY and may be adjusted by CITY upon prior reasonable notice to AIRLINE if CITY reasonably determines such adjustments are necessary to protect CITY's interests. AIRLINE shall furnish CITY prior to the Effective Date hereof, a certificate or certificates of insurance as evidence that such insurance is in force. CITY reserves the right to require a certified copy of each certificate upon request. AIRLINE shall name CITY as 34 an additional insured on such insurance policy or policies to the extent of the obligations assumed by AIRLINE under Section 11.01 above. Said policies shall be issued by insurance companies of recognized financial responsibility, and in a form and content reasonably satisfactory to CITY and shall provide for thirty (30) days advance written notice to CITY prior to the cancellation of or any adverse material change in such policies. Failure to provide and/or maintain the required insurance coverage as set forth herein shall be grounds for immediate cancellation of this Agreement. C. AIRLINE shall procure and maintain in force during the Term of this Agreement, Workers' Compensation coverage in accordance with State Law and Employers Liability in an amount not less than $1,000,000 each accident and each disease through a licensed insurance company. The contract for 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 AIRLINE will be promptly met. 11.03 Waiver of Subrogation. CITY and AIRLINE hereby mutually waive any and all rights of recovery against the other panty arising out of damage or destruction of the buildings, AIRLINE's Leased Premises, or any other property from causes included under any property insurance policies to the extent such damage or destruction is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused by the parties, their officers, employees or agents, but only to the extent that the insurance policies then in force permit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the primary insured. ARTICLE 12: CANCELLATION BY CITY 12.01 Events of Default. The events described below shall be deemed events of default by AIRLINE hereunder: A. Upon the occurrence of any one of the following events of default, CITY may give thirty (30) day written notice as provided in Section 12.03. (1) The appointment of a trustee, custodian, or receiver of all or a substantial portion of AIRLINE's assets or the subletting of AIRLINE's Leased Premises without City Council authorization except as 35 permitted under Article 15. (2) The divestiture of AIRLINE's estate herein by operation of law, by dissolution, or by liquidation. (3) The AIRLINE shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or shall seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof. (4) The voluntary discontinuance for a period of at least sixty (60) consecutive days by AIRLINE of its operations at the Airport unless otherwise approved by CITY in writing, except when discontinuance is due to fire, earthquake, strike, governmental action, default of the CITY, or other cause beyond AIRLINE's control, and if the AIRLINE's Leased Premises have not been assigned or sublet pursuant to Article 15. (5) The failure to cure a default in the performance of any of the material terms, covenants and conditions required herein within thirty (30) days of receipt of written notice by CITY to do so; or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by AIRLINE of written demand from CITY to do so, AIRLINE fails to commence the remedying of such default within said thirty (30) days following such written notice, or having so commenced, shall fail thereafter to continue as promptly as reasonably practical the curing thereof; provided however, AIRLINE's performance under this Paragraph 12.01 shall be subject to the provisions of Section 18.24 of this Agreement. AIRLINE shall have the burden of proof to demonstrate to the CITY's satisfaction (i) that the default cannot be cured within thirty (30) days, and (ii) that it is proceeding with diligence to cure said default, and that such default will be cured within a reasonable period of time. B. Upon the occurrence of any one of the following events of default, CITY may immediately issue written notice of default. (1) The failure by AIRLINE to pay any part of the Rentals, Fees and Charges, PFC's or any other sum due hereunder and the continued failure to pay said amounts in full within ten (10) days of CITY's written notice of payments past due. Provided, however, if a dispute arises between CITY and AIRLINE with respect to any obligation or alleged obligation of AIRLINE to make payments to CITY, payments under protest by AIRLINE of the amount due shall not waive any of AIRLINE'S rights to contest the validity or amount of such payment. 36 (2) The failure by AIRLINE to maintain the minimum required insurance coverage as required by Section 11.02, provided that CITY shall have the right to immediately suspend AIRLINE's right to operate at the Airport until AIRLINE has obtained the minimum required insurance coverage. (3) If any act occurs, through the fault of neglect of AIRLINE, which operates to deprive the AIRLINE permanently of the rights, power and privileges necessary for the lawful conduct and operation of its business. 12.02 Continuing Responsibilities of AIRLINE. Notwithstanding the occurrence of any event of default, AIRLINE shall remain liable to CITY for all Rentals, Fees and Charges payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, except as otherwise provided for in this Agreement, unless CITY, at its sole discretion, elects to cancel this Agreement, AIRLINE shall remain liable for and promptly pay all Rentals, Fees and Charges accruing hereunder until termination of this Agreement as set forth in Article 3 or until this Agreement is canceled by AIRLINE pursuant to Article 13. 12.03 CITY's Remedies. Upon the occurrence of any event enumerated in Section 12.01, the following remedies shall be available to CITY: A. CITY may exercise any remedy provided by law or in equity, including but not limited to the remedies hereinafter specified. B. CITY may cancel this Agreement, effective upon the date specified in the notice of cancellation. For events enumerated in Paragraph 12.01 A., such date shall be not less than thirty (30) days from said date of receipt of notice. Upon such date, AIRLINE shall be deemed to have no further rights hereunder and CITY shall have the right to take immediate possession of AIRLINE's Premises. C. CITY may reenter the AIRLINE's Leased Premises and may remove all AIRLINE persons and property from same upon the date of reentry specified in CITY's written notice of reentry to AIRLINE. For events enumerated in Paragraph 12.01 A. reentry shall be not less than thirty (30) days from the date of notice of reentry. ©. CITY may relet AIRLINE's Leased Premises and any improvements thereon or any part thereof at such Rentals, Fees and Charges and upon such other terms and conditions as CITY, in its sole discretion, may deem advisable, with the right to make alterations, repairs of improvements on said AIRLINE's Leased 37 Premises. In reletting the AIRLINE's Leased Premises, CITY shall be obligated to make a good faith effort to obtain terms no less favorable to CITY than those contained herein and otherwise seek to mitigate any damages it may suffer as a result of AIRLINE's event of default. E. In the event that CITY relets AIRLINE's Leased Premises, Rentals, Fees and Charges received by CITY from such reletting shall be applied: (i) to the payment of any indebtedness other than Rentals, Fees and Charges due hereunder from AIRLINE to CITY; (ii) to the payment of any cost of such reletting; and (iii) to the payment of Rentals, Fees and Charges due and unpaid hereunder. The residue, if any, shall be held by CITY and applied in payment of future Rentals, Fees and Charges as the same may become due and payable hereunder. If that portion of such Rentals, Fees and Charges received from such reletting and applied to the payment of Rentals, Fees and Charges hereunder is Tess than the Rentals, Fees and Charges payable during applicable periods by AIRLINE hereunder, then AIRLINE shall pay such deficiency to CITY. AIRLINE shall also pay to CITY, as soon as ascertained, any costs and expenses incurred by CITY in such reletting not covered by the Rentals, Fees and Charges received from such reletting. F. AIRLINE shall pay to CITY all other costs, incurred by CITY in the exercise of any remedy in this Article 12, including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees. ARTICLE 13: CANCELLATION BY AIRLINE 13.01 Events of Default. The events described below shall be deemed events of default by CITY hereunder: A. CITY fails to keep, perform or observe any material term, covenantor condition herein contained to be kept, performed, or observed by CITY and such failure continues for thirty (30) days after receipt of written notice from AIRLINE; or, if by its nature such default cannot be cured within such thirty (30) day period, CITY shall not commence to cure or remove such default within said thirty (30) days and to cure or remove the same as promptly as reasonably practicable; provided, however, CITY' s performance under this Paragraph shall be subject to the provisions of Section 18.24 of this Agreement. B. Airport is closed to flights in general for reasons other than weather, acts of God, or other reasons beyond CITY's control or to the flights of AIRLINE, for reasons other than those circumstances within AIRLINE' s control, and Airport fails to be reopened to such flights within sixty (60) consecutive days from 38 such closure. C. The Airport is permanently closed as an air carrier airport by act of any Federal, state, or local government agency having competent jurisdiction; or AIRLINE is unable to use Airport for a period of at least ninety (90) consecutive days due to any law or any order, rule or regulation of any governmental authority having jurisdiction over the operations of the Airport; or any court of competent jurisdiction issues an injunction preventing CITY or AIRLINE from using Airport for airport purposes, for reasons other than those circumstances within its control, and such injunction remains in force for a period of at least ninety (90) consecutive days. D. The United States Government or any authorized agency of the same (by executive order or otherwise) assumes the operation, control or use of the Airport in such a manner as to substantially restrict AIRLINE from conducting its operations, if such restriction be continued for a period of sixty (60) consecutive days or more. 13.02 AIRLINE's Remedy. AIRLINE termination, due to events of default in provisions of Section 13.01, shall not be effective unless and until at least thirty (30) days have elapsed after written notice to CITY specifying the date upon which such termination shall take effect and the reason for such termination. CITY may cure the cause of such termination within said (30) day period, or such longer time as the parties may agree thereto. In the event, of termination AIRLINE shall surrender the AIRLINE's Leased Premises in accordance with Article 14 hereof. If the termination is due to provisions related to Section 13.01, all Rentals, Fees and Charges payable by AIRLINE shall continue in force until the space is fully vacated. ARTICLE 14: SURRENDER OF AIRLINE PREMISES 14.01 Surrender and Delivery. Upon termination or cancellation of this Agreement, AIRLINE shall promptly and peaceably surrender to CITY AIRLINE's Leased Premises and all improvements thereon to which CITY is entitled in good and fit condition, reasonable wear and tear excepted; provided, however, nothing in this Section shall be construed to modify the obligations of the parties set forth in [Article 10 and Article 11]. 14.02 Removal of Property. AIRLINE shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in AIRLINE, unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within thirty (30) business days following termination of this Agreement, 39 whether by expiration of time or otherwise, as provided herein, subject to any valid lien which CITY may have thereon for unpaid Rentals, Fees and Charges. AIRLINE shall not abandon any portion of its property at the Airport without the written consent of CITY. Any and all property not removed by AIRLINE within thirty (30) business days following the date of termination of this Agreement shall, at the option of CITY, (i) become the property of CITY at no cost to CITY; (ii) be stored by CITY, at no cost to CITY; or (iii) be sold at public or private sale at no cost to CITY. All of the AIRLINE's personal property located on the AIRLINE's Leased Premises is at the risk of the AIRLINE only, and CITY is not liable for damage to said personal property to the AIRLINE's Leased Premises, or to the said AIRLINE. Except as may be agreed to otherwise by CITY and AIRLINE, all CITY property damaged by or as a result of the removal of AIRLINE's property shall be restored by AIRLINE to the condition existing before such damage less reasonable wear and tear at AIRLINE's expense. 14.03 Holding Over. In the event AIRLINE continues to occupy the AIRLINE's Leased Premises beyond the term of this Agreement or any extension thereof without CITY's written renewal thereof, such holding over does not constitute a renewal or extension of this Agreement, but creates, upon the same terms and conditions, a tenancy from month to month which may be terminated at any time by CITY or AIRLINE by giving thirty (30) days written notice to the other party. ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS 15.01 Assignment and Subletting by AIRLINE. A. Except for an assignment to a parent, affiliate, or subsidiary, which is hereby authorized, AIRLINE may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement, or any part of the AIRLINE's Leased Premises, to any party including designated Affiliate Airlines that operate as a single entity at the Airport without the prior written approval of the CITY, which approval will not be unreasonably withheld. The above prohibition does not apply with respect to any company with which AIRLINE may merge or consolidate, or which may acquire substantially all of the AIRLINE's assets. In the event that AIRLINE shall, directly or indirectly, assign, sell, hypothecate or otherwise transfer this Agreement, or any portion of AIRLINE's Leased Premises, without the prior written consent of the CITY except as allowed for above, the CITY, in its sole discretion may terminate this Agreement. E. Except for a sublease to any company with which AIRLINE merges or consolidates, or acquires substantially all of the AIRLINE's assets, AIRLINE shall not sublease AIRLINE's Leased Premises without 40 the prior written consent of CITY, which consent may be withheld if CITY has substantially similar space available, but unleased, or if CITY can make such space available for lease within a reasonable time. Exclusive or preferential use of AIRLIN E's Exclusive Use Premises or any part thereof, or preferential use of AIRLIN E's Preferential Use Premises or any part thereof, by anyone other than AIRLINE or a Scheduled Air Carrier being handled by AIRLINE shall be deemed a sublease. C. AIRLINE shall include with its request for permission to assign or sublease, a copy of the proposed assignment or sublease agreement, if prepared. In the event such proposed agreement has not been prepared, a written summary of the material terms and conditions to be contained in such agreement shall be included with AIRLINE's request for tentative approval by the CITY. The assignment or sublease agreement or written summary submitted with AIRLINE' s request shall include the following information: (i) the term; (ii) the area or space to be assigned or subleased; (iii) the sublease rentals to be charged; and (iv) the provision that assignee or sub lessee must execute a separate operating agreement with CITY. Any other information reasonably requested by CITY pertaining to said sublease or assignment shall be promptly provided by AIRLINE. A fully executed copy of such sublease or assignment shall be submitted to CITY for final approval before occupancy of AIRLINE's Leased Premises, or any portion thereof, by the assignee or sub lessee. D. In the event the Rentals, Fees and Charges for subleased premises exceed the Rentals, Fees and Charges payable by AIRLINE for said premises pursuant to this Agreement, AIRLINE shall pay to CITY the excess of the Rentals, Fees and Charges received from the sub lessee over that specified to be paid by AIRLINE herein; provided, however, AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified sublease rental and such fee shall not be considered part of excess Rentals, Fees and Charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and to charge for use of utilities and other services being paid for by AIRLINE E. Nothing in this Article 15 shall be construed to release AIRLINE from its obligations under this Agreement, including but not limited to, the payment of Rentals, Fees and Charges provided herein. ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES 16.01 Declaration of Intent. The parties acknowledge the objective of CITY to offer to all Air Transportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal. Recognizing that physical and financial limitations may preclude timely expansion of the Terminal and 41 Aircraft Parking Apron areas to meet the stated requests of AIRLINE and/or such other Scheduled Air Carriers ("Requesting Airlines") for additional facilities, CITY hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of Terminal and Aircraft Parking Apron areas to be achieved, if necessary, through sharing or reassigning, from time to time, of gate positions and other passenger handling facilities. 16.02 Accommodation of Requesting Airlines. A. AIRLINE shall cooperate with CITY to accommodate the needs of a Requesting Airline by permitting such Requesting Airline to utilize AIRLINE's Preferential Leased Premises for the time period(s) necessary to permit passenger loading and unloading operations in conjunction with the scheduled operations of such Requesting Airline at times when the use of such facilities shall not interfere with AIRLINE's planned operations or those of its approved sub lessees, licensees or permittees. In determining if AIRLINE shall be required to accommodate a Requesting Airline, the CITY shall consider AIRLINE's capabilities, capacity, facilities and therefore, after taking into account AIRLINE' s own requirements and contractual obligations, the compatibility of said Requesting Airline's proposed operations with those of AIRLINE, and the need for labor harmony. CITY shall not require AIRLINE to accommodate a Requesting Airline if CITY has unassigned gates which can reasonably accommodate the needs of said Requesting Airline. AIRLINE's accommodation of a Requesting Airline shall be subject to the following: 1) a written agreement between AIRLINE and Requesting Airline, approved in writing by CITY prior to the effective date thereof, 2) Requesting Airline enters into an agreement with CITY to operate at the Airport, and 3) a written agreement between AIRLINE and requesting Airline identifying indemnification and insurance requirements consistent with the terms of this Agreement.. In order to make sure that all users of Airport facilities will be treated equally and that AIRLINE will be properly reimbursed for the use of AIRLINE's Leased Premises, AIRLINE will compute prorated fees and charges for Exclusive and Preferential Use Premises based on flight and enplanement data of both airlines and may not charge more than 100% of the charges AIRLINE is responsible to pay to the CITY for the rights and privileges granted herein. AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified fees and charges and such fee shall not be considered part of fees and charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and charge for use of utilities and other services being paid for by AIRLINE. B. AIRLINE shall cooperate with CITY to accommodate other Air Transportation Companies from time to time, as deemed necessary by CITY for situations including, but not limited to unscheduled flights including charters, diversions due to weather, and other circumstances not otherwise accommodated or handled by a Signatory Airline, and scheduled flights for which the Scheduled Air Carrier has no assigned 42 gates. Provided, however, AIRLINE shall not be required to accommodate such other Scheduled Air Carriers pursuant to this Paragraph 16.02.B. if all of AIRLINE's gate positions are occupied by AIRLINE's flights or flights of other Scheduled Air Carriers already being accommodated by AIRLINE at the time of said flight needing to be accommodated. For purposes of this provision, the overnight parking of AIRLINE's aircraft at a gate position or parking of AIRLINE's aircraft ata gate position other than between one (1) hour before arrival or one (1) hour after scheduled departure of AIRLINE' s aircraft shall not be deemed occupation of said gate position. If AIRLINE accommodates such other Scheduled Air Carriers then said other Scheduled Air Carrier shall be required to vacate AIRLINE's gate position at least (1) hour prior to AIRLINE's next scheduled flight arrival/departure at said gate position. The accommodated carrier shall pay AIRLINE's reasonable costs incurred in removing AIRLINE' s aircraft from or moving AIRLINE's aircraft to the gate positions. C. Subject to the provisions of Sections 15.01 and 15.02, nothing contained in this Article shall prevent or prohibit AIRLINE from electing to enter into an agreement with other Scheduled Air Carriers authorized to operate at the Airport and desiring the joint use of AIRLINE's Leased Premises as provided in Article 15 herein with approval of CITY. ARTICLE 17: GOVERNMENT INCLUSION 17.01 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future agreements between CITY and the United States Government or other governmental authority, relative to the operation or maintenance of the Aviation System, the execution of which has been or will be required as a condition precedent to the granting of Federal or other governmental funds for the development of the Aviation System, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other airports receiving such funds. CITY agrees to provide AIRLINE written advance notice of any provisions which would adversely modify the material terms of this Agreement. 17.02 Federal Government's Emergency Clause. All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Aviation System or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Aviation System by the United States of America. 17.03 Nondiscrimination 43 A. AIRLINE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that (1) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of AIRLINE's Leased Premises, (ii) in the construction of any improvements on, over, or under AIRLINE's Leased Premises and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (iii) AIRLINE shall use the AIRLINE's Leased Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Airport Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Regulations may be amended. B. AIRLINE acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises (DBE), as said regulations may be amended, and such other similar regulations may be enacted, may be applicable to the activities of AIRLINE under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with the Federal Aviation Administration and the U.S. Department of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records of good faith compliance efforts, which would be subject to review by the various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to Disadvantaged Business Enterprises. C. In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to cancel this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. 17.04 Security AIRLINE must comply with, and require compliance by its sub lessees, if any, and both its and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business invitees, with all present, amended, and future laws, rules, regulations, or ordinances promulgated by the CITY, the Airport Security Plan ("ASP"), the Federal Aviation Administration ("FAA"), Department of Homeland Security ("DHS") or other governmental agencies to protect the security and integrity of the Secured Area ("SA"),the Air Operations Area ("AOA"), and the Security Identification Display Area ("S IDA"), as defined by the Airport, the FAA, and TSA, and to protect against access to the SA, AOA, and SIDA by unauthorized persons. Subject to the approval of the Director, the AIRLINE must adopt procedures to control and limit access to the SA, AOA, and SIDA 44 by the AIRLINE, its sub lessees, and its and their respective contractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future ASP, FAA, and DHS laws, rules, regulations, and ordinances. AIRLINE further agrees to indemnify, hold harmless, defend and insure the CITY, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or property, or fees and expenses, direct or consequential, arising from entry of the SA or SIDA permitted, allowed or otherwise made possible by AIRLINE, its sub lessees or its or their respective contractors, suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of AIRLINE, which entry violates CITY, ASP, FAA, or DHS laws, rules, regulations, or ordinances or AIRLINE's Director - approved procedures for controlling access to the SA or SIDA as provided hereinabove. The AIRLINE must obtain employee identification badges for all personnel authorized by the AIRLINE to have access to the SA, AOA, or SIDA, in accordance with the provisions of Federal Aviation Regulations, 49CFR Part 1542, and other laws, rules, regulations and ordinances. AIRLINE must pay all fines associated with security breaches/infractions by AIRLINE or its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or SIDA, regardless of whether the fine is assessed to CITY, Airport or AIRLINE and/or its sub lessees, and its or their respective agents, officers, business invitees or employees however AIRLINE may contest such fine in accordance with administrative procedures of the agency issuing the fine. ARTICLE 18: GENERAL PROVISIONS 18.01 Subordination to Master Bond Ordinance A. This Agreement and all rights granted to AIRLINE hereunder are expressly subordinated and subject to the lien and provisions of the pledges, transfer, hypothecation or assignment made by CITY in the Master Bond Ordinance No. 024163. CITY and AIRLINE agree that to the extent required by the Master Bond Ordinance No. 024163 or law, the holders of the Bonds or their designated representatives shall have the right to exercise any and all rights of CITY hereunder. B. CITY shall notify AIRLINE in advance of any amendments or supplements to the Master Bond Ordinance No. 024163 that would materially alter the terms and provisions of this Agreement. CITY and AIRLINE shall use their commercially reasonable efforts to agree on the implementation of any such material amendments or supplements desired solely by CITY for its own purposes. C. With respect to property leased by the CITY to AIRLINE hereunder which was or is to be acquired by the CITY with proceeds of Bonds, the interest on which is, or is intended to be, excludable from the gross 45 income of the holders of such Bonds for federal income tax purposes, the parties hereby covenant to protect the tax-exempt status of the Bonds, 18.02 Non -waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this Agreement to be performed, kept and observed by the other party shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and conditions to be performed, kept and observed by the other party and shall not be deemed a waiver of any right on the part of the other party to cancel this Agreement as provided herein. 18.03 Rights Non -Exclusive. Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges and licenses granted under this Agreement, except in Exclusive Use Premises, are "non-exclusive" and CITY reserves the right to grant similar privileges to others. 18.04 Quiet Enjoyment. A. CITY agrees that, so long as AIRLINE' s payment of Rentals, fees and Charges is timely and AIRLINE keeps all covenants and agreements contained herein, AIRLINE shall peaceably have and enjoy AIRLINE's Leased Premises and all rights, privileges and licenses of the Airport, its appurtenances and facilities granted herein, subject to the terms and conditions herein contained. B. Consistent with the nature of AIRLINE'S business, AIRLINE agrees that occupancy of AIRLINE's Leased Premises will be lawful and quiet and that it will not knowingly use or permit the use of AIRLINE's Leased Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other tenants or the general public. AIRLINE shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision. 18.05 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall relieve the other party, without liability, of any obligation to accept such performance. 18.06 Aviation Rights. CITY reserves unto itself, its successors, and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport, including AIRLINE's Leased Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at the Airport. 46 18.07 Rules and Regulations. A. AIRLINE, its officers, employees, agents and others under its control shall observe and obey all laws, regulations, and orders of the Federal, state, county and municipal governments which may be applicable to AIRLINE'S operations at the Airport. B. CITY may from time to time adopt, amend or revise reasonable and non-discriminatory rules and regulations for the conduct of operations at the Airport, for reasons of safety, health, preservation of the property or for the maintenance of the good and orderly appearance of the Airport. AIRLINE, its officers, employees, agents, and others under its control shall faithfully comply with and observe such rules and regulations, except as they may conflict with the terms and provisions of this Agreement, or the regulations of another governmental authority having appropriate jurisdiction. C. AIRLINE shall be strictly liable and responsible for obtaining, maintaining current, and fully complying with, any and all permits, licenses, and other governmental authorizations, however designated, as may be required at any time throughout the entire term of this Agreement by any Federal, state, or local governmental entity or any court of law having jurisdiction over AIRLINE or AIRLINE's operations and activities at the Airport. 18.08 Inspection. AIRLINE shall allow CITY's authorized representatives access to AIRLINE'S Leased Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected with the performance of its obligations under this Agreement; or, in the exercise of its governmental functions. Except in the case of an emergency, upon reasonable advanced notice, CITY shall conduct such inspections during reasonable business hours with reasonable notice and in the presence of AIRLINE'S representative. 18.09 No Individual Liability. No member, officer, agent, director, or employee of CITY or AIRLINE shall be charged personally or held contractually liable by or to the other party under the terms or provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution. 18.10 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties hereto. It is understood and agreed that neither the method of computation of rentals, fees and charges, nor any other provisions contained herein, nor any acts of the parties hereto, creates a relationship other than the relationship of landlord and tenant. 47 18.11 Capacity to Execute. The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein. 18.12 Savings. The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The parties further acknowledge that this Agreement is the result of negotiations between the parties and shall not be construed against CITY by reason of the preparation of this Agreement by CITY. 18.13 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18.14 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a part of this Agreement. 18.15 Titles. Paragraph titles are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or extent of any provision of this Agreement. 18.16 Severability. In the event that any covenant, condition or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either CITY or AIRLINE in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 18.17 Amendments. This Agreement constitutes the entire agreement between the parties. Except as provided in Sections 4.01 and 8.03, no amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 18.18 Most Favored Nations. CITY covenants and agrees riot to enter into any agreement with any Air Transportation Company which (i) makes substantially similar use of the Airport, (ii) operates substantially similar aircraft, and (iii) utilizes substantially similar facilities to that of AIRLINE, which contains more favorable terms than this Agreement, or to grant to any such Scheduled Air Carrier rights or privileges with respect to the Airport which are not afforded to AIRLINE hereunder unless substantially the same terms, rights, privileges and facilities are 48 concurrently made available to AIRLINE. 18.19 Other Agreements. Other than as set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict or modify in any manner the provisions of any other Agreement or contract between CITY and AIRLINE authorizing the use of the Airport, its facilities and appurtenances. 18.20 Approvals A. Whenever this Agreement calls for approval by CITY, such approval shall be evidenced by the written approval of the Director. B. Any approval required by either party to this Agreement shall not be unreasonably withheld or delayed. 18.21 Notices (A) All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission, with proof of confirmed delivery. (C) All such communications must only be made to the following: If to the City: Director of Aviation City of Corpus Christi 1000 International Drive Corpus Christi, TX 78406 Fax: (361) 289-0251 If to the Airline: Name ql40 D. fJfCKS VpAddress {33. nrnar0 r�` City, State, Zip Rd (LT WDiz-T�-1 Fax: r1' 1(01 3102 Co,PP,i-- SEAv/C6_ t,vD.) imp 64i714-- --1)( 1(015'5 49 (D) Either party may change the address to which notice is sent by using a method set out above. The AIRLINE shall notify the CITY of an address change within ten (1 Q) business days after the address is changed. 18.22 Agent For Service. It is expressly understood and agreed that if AIRLINE is nota resident of the State of Texas, or is an association or partnership without a member or partner resident of said state, or is a foreign corporation not licensed to do business in Texas, then in any such event, AIRLINE shall appoint an agent for the purpose of service of process in any court action between it and CITY arising out of or based upon this Agreement. AIRLINE shall immediately notify CITY, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the State of Texas for service upon a non-resident engaging in business in the State. It is further expressly agreed, covenanted and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, AIRLINE may be personally served out of the State of Texas by the registered mailing of such service at the address set forth in Section 18.21. 18.23 Governing Law. This Agreement is to be read and construed in accordance with the laws of the State of Texas. The parties hereto agree that any court of proper jurisdiction presiding in Nueces County, Texas shall be the forum for any actions brought hereunder. 18.24 Force Maieure. Except as herein provided, neither CITY nor AIRLINE shall be deemed to be in default hereunder if either party is prevented from performing any of the obligations, other than the payment of Rentals, Fees and Charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, weather conditions, riots, rebellion, war, acts of terrorism, or sabotage, or any other circumstances for which it is not responsible or which are not within its control. 18.25 Entire Agreement. It is understood and agreed that this instrument contains the entire agreement between the parties hereto. It is further understood and agreed by AIRLINE and CITY that CITY and CITY' s agents and AIRLINE and AIRLINE'S agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement, except as in this Agreement expressly set forth, and that no claim or liability or cause for termination shall be asserted by either party, and neither party shall be liable by reason of, the breach of any representations or promises not expressly stated in this Agreement. Any other written or verbal agreement is expressly waived by AIRLINE and CITY. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ATTEST: CITY OF CORPUS CHRISTI 50 Printed Name: Avv&rd aapa, Title: 6i-f-'-itixtka_ri APPROVED AS TO LEGAL FORM THIS /V—DAY OF Assi -t- t City Attorney For Attorney Printed Name: aline Gg AfbiEy 7ptiopt oa9 Date: ATTEST: Printed Name: kW" CL J14j11) 5 Title: ei1 A.diYl.«"L"i Date: W21067 AUTHORIZED Iry couNcti .04I /0 R.....® Citi Manager Printed Name: ,4'J 2', iacol ie IJ. , ;ICJ 1 , 2009: ewe" I .ICU , we_ A l e%(b.._ AIRLINE Printed Name"° D. NICKS Title: V.P. CORPORATE SERV Date: 7.76? 51 EXHIBIT A AIRPORT BOUNDARIES All Exhibits to be replaced by a separate document AIRPORT LAYOUT PLAN ter rwM CORPUS CHRISTI INTERNATIONAL AIRPORT Corpus Christy, Teams MOIL nmr 52 EXHIBIT B AIRLINE'S LEASED PREMISES AMERICAN EAGLE AIRLINES The Leased Premises, including Exclusive Use, Preferential Use, and Joint Use Premises, for the AIRLINE are described below: Fig. CI&C2 Fig. C4 1695.88 Square feet of ticket counter, office and baggage makeup space for the Exclusive Use of the Airline 1904.69 Square feet of passenger hold room space for Preferential Use of the Airline. Fig. C6 6002.53 Square feet of space for baggage drop and baggage claim for Joint Use of Airline. Fig. C9 1 Apron position(s) for Preferential Use of the Airline 27' -ll" FUTURE TICKET COUNTER (6 POSMTIONS] FUTURE ATO (2,763.27 SF TICKETING (311.60 SF QUEUEING 279.10 SF TOTAL AREA (3.353.97 SF) FIGURE C1 LEASED SPACE AMERICAN ATO AREA 79'-7" .1 buff '77,2 OWATA Awrir 4 .1 r pl 40, 1 AMERICAN .4/1 I ATO (1,10422 SF) TICKETING (295.80 SF) A p � QUEUEING(295.80 SF). TOTAL AREA(1,9588 SF) IF CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. 40' -ll" SOUTHWEST TICE T COUNTER (6 POSITIONS' Corpus Christi International Airport — SOUTHWEST ATO (1,596.50 SF 11CKETING (409.10 SF) QUEUEING (409.10 SF) TOTAL AREA42,414.70 SF) 36,- 3" LO FUTURE ATO ATO TICKETING QUEUEING TOTAL AREA(1,900,00 SF) KEY MAP AMERICAN CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVMTIONDEPT. DWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE 3-2009 PROD. # 2009_4IRLINE_LFASE memo., E4SE1C7-A1 REA AMERICAN TICKET COUNTER (6 POSITIONS) Corpus Christi International Airport — BAGGAGE BELT AMERICAN ATO (1,104.22 SF) TICKETING (295.83 SF) QUEUEING (295.83 SF) TOTAL AREA(1,695.88 SF) J FIGURE C2 LEASED SPACE AMERICAN ATO AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED, 1 29'-7" N S Q T KEY MAP AMERICAN CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE 3-2009 PROJ. # 2009_AIRLINE_LEASE Corpus chrlsti International Airport f 3 f ®O ®O 24'- 8" AMERICAN OPS (447.80 SF) FIGURE C3 FUTURE LEASE AMERICAN OPS AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT EFEECTIVE NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. KEY MAP AMERICAN CITY OF CORPUS CHRIST! INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY• BEN_VASQUEZ APPROVED 8Y: ROY DATE: 3-2009 PROJ. 2009 .AI RU NE_LEASE 27'--10" i f L AMERICAN HOLDROOM 1904.69 SQ, FT. 2091 FIGURE C4 LEASED SPACE AMERICAN HOLDROOM CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. a Corpus Christi International Airport — 13'-6" 13'-6" HOLD"OOM 20'! 2 KEY MAP AMERICAN loassolooll CITY OF CORPUS CHNSTI INTERNATIONAL AIRPORT AVIATION DEPT. DWN. BY: BEN_VASQUEZ APPROVED BY. ROY DATE: 3-2009 PROJ. j9 2009. AIRUNE_LEASE 102'- 4" BAGGAGE CLAIM 4102.31 SF Corpus Christi International Airport BAGGAGE BREAK -DOWN 1900.22 SF 115'-9" FIGURE C6 BAGGAGE CLAIM AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. BAGGAGE CLAIM AREA BAGGAGE BREAK -DOWN 4102,31 SF 1900.22 SF TOTAL 6002.53 SF KEY MAP d BAGGAGE CLAIM CITYOF CORPUS CIIRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN_V..4SQUE2 APPROVED BY• ROY DATE: 3-2009 PROJ. 2009_4IRLINL.LEASE GATE 1 26,757.68 205' 8. F. 1 City Gate w lMa27 MN Continental ■ 20 Southwest 2 p uI �it'AY m, 00 UPI rte- i%i J' i' II 4 S.__11---_ 1101 America iI' 1I1 :tip GATE 2 28,036.35 S.F. —Oa GAT E 3A 30,992.82 S. F. GATE 6 3,880.91 S.F. GATE 38 30,898.92 S.F. GATE 5 CO 31,773.67 S.F. cn GATE 4 11,741.72 S.F. Corpus Odd laternalionalAirport PREFERENTIAL USE OF APRON POSR!ONS MAMA O AMLINI TWA OF ANtCRAFT Of CCM O 2 SOUTMFIN>7 737 O SA CONT S7PRRSE ATA 72, 1 NN CONTINLMTAL MOaS,T]T,OCO OSA AMERICAN MALL RAJ •S! AMIMCAN MOWS ATR72 OS OILTAIAAA CIU n 114 CM'SF CORM WW1 MEM CAM 1111B1RATIMAL AIRPORT COWES WM TEM MWMOMMWMEWNWNEW MMMW S,'.F N/A *mom w wcm, t ptv Oats 5/2afc sl at No. I EXHIBIT D DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCENeed to redo with gates as joint use EXCLUSIVE USE JOINT USE USE 1. Air Conditioning Baggage Offices Claim & & Conveyor,& Ticket Baggage Operations Ticket Security Counters Makeup Area Lobby Screening Loa din g Bri dge s Apron Area a. Maintenance C C A C C C N/A b. Operation C C A C C A N/A c. Chilled Air N/A Distribution C C A N/A 2, Heating a. Maintenance C C A C C C N/A b. Operation C V A C C A N/A c. Warm Air C N/A Distribution C C A C N/a 3. Lighting a. Bulb & Tube C C Replacement C A A C C b. Maintenance C A A 0 C C C 4. Electrical Maintenance /1 A A A C C C C 5. Water a. Distribution N/A C C C C C C b. Fixtures N/A A A C C C C 6. Sewage a. Distribution N/A C C C C N/A N/A b. Fixtures N/A A A C C N/A N/A 7. Maintenance a. Other than C Structure A A A C C N/A b. Structure C C C C C C C c. Exterior C C C C C C N/A 8. Custodial Service A A A C C C A 9. Window Cleaning a. Exterior N/A b. Interior N/A C A C C C G N/A A C C C N/A NOTES: A - AIRLINE, C - City, N/A - Not Applicable. /1 AIRLINE shall be responsible for any electrical fixtures or services installed by AIRLINE. All areas not part of AIRLINE's Exclusive Use Premises shall be CITY's responsibility; provided, however, CITY shall not be responsible for any systems or services installed by AIRLINE, or systems and services installed by CITY, but modified by AIRLINE, unless otherwise agreed to by the parties hereto. 64 EXHIBIT E MONTHLY STATISTICAL REPORT MONTH and YEAR AIRLINE AFFILIATE AIRLINE Passenger Traffic CATEGORY AIRLINE AFFILIATE Number of Enplaned Passengers Gross Landing Weight per Aircraft Type Total Seats Available for Month Number of Enplaned Rev. Passengers Number of Enplaned Non - Rev. Passengers Number of Deplaned Passengers Number of Deplaned Rev. Passengers Number of Deplaned Non - Rev. Passengers Landing Data Aircraft Type Airline or Affiliate Number of Landings for the Month Gross Landing Weight per Aircraft Type Total Seats Available for Month Total Weight per Aircraft Type Total Seats Available Landing Rate $ Total Due for Landing Fees $ Cargo Total Freight Total Mail Enplaned Deplaned Enplaned Deplaned LOAD FACTOR for the Month: Signature of Company Official 65 EXHIBIT F TERMINAL EQUIPMENT The following is a list of Terminal Equipment that may be in the AIRLINE's Leased Premises and is owned by the CITY and is for the use of the Airlines: Passenger Loading Bridges Potable Water Units for Loading Bridges Passenger Lift MUFIDS PA System Podiums 66 EXHIBIT G-1 AIRPORT OPERATING FUND 4610 REQUIREMENTS FY 10 Total O&M Capital AIRPORT DIVISIONS Budget Expenditures Outlay Airfield 458,456 443,271 15,185 Facilities 334,755 334,755 0 Custodial Maintenance 534,805 534,805 0 Parking Lot 405,424 397,224 8,200 Building Maint 1,863,324 1,863,324 0 Public Safety 1,537,660 1,512,660 25,000 Operations 503,326 490,826 12,500 TOTAL Direct O&M 5,637,750 5,576,865 60,885 Administration 1,010,430 1,010,430 0 Ouerating Transfers: City Administration 341,534 Other Interfund Charges 16,872 TOTAL Indirect O&M 1,388,836 TOTAL O&M REQUIREMENT $ 7,006,586 Operating Reserve Fund - Coverage Regt. (35,580) Debt Service - Other 423,206 Debt Service - 2000 Bonds 509,156 358,406 $ 6,945,701 896,783 TOTAL FUND 4610 REQUIREMENTS $ 7,903,368 $ 7,842,483 Aviation Capital Reserve Fund Transfer (151,956) TOTAL BUDGET FOR FUND 4610 $ 7,751,412 Note Disclosure Only: PFC (2) Fund 4621 Debt Service - 2000 Bonds Series A & 6 $ 1,076,810 7/7/2009 11:21 AM Final EXHIBIT G-1.1 AIRPORT OPERATING FUND REVENUES FY 2008 FY 10 Proposed Acct # Account Description Budget Airline ayments raer-lae it Terminal Credit r AviationDept Revenues 320000 Landing fees 636,000 100% 636,000 - 320010 Airline space rental 1,026,000 100% 1,026,000 320020 Apron charges 228,000 100% 228,000 320030 Fuel flowage fees 96,000 100% 96,000 - 320040 Cargo Facility Rental 19,404 100% 19,404 320100 Resale-Electric Power-Term 90,000 - 100% 90,000 - 320120 Fixed based operator revenue 120,000 - 100% 120,000 - 320130 Security service 293,616 100% 293,616 - - 320135 Airline Janitorial Services 38,244 - 100% 38,244 - 320200 Agricultural leases 81,005 100% 81,005 320230 Rent-commercial non-aviation 79,205 100% 79,205 320300 Gift shop concession 115,272 - 100% 115,272 - 320310 Auto rental concession 1,120,000 100% 1,120,000 0% 320340 Restaurant concession 94,000 100% 94,000 320360 Automated teller machines 12,000 - 100% 12,000 320380 Telephone concessions - - 100% 320390 Advertising concession 53,165 - 100% 53,165 - 320420 Airport Badging Fees 12,000 - 100% 12,000 320450 TSA-Check Point Fees 121,511 - 100% 121,511 - 320460 Terminal Space Rental-Other 420,358 100% 420,358 320470 TSA Buildout Fee - - - 100% - 320500 Parking tot 1,310,500 85.0% 1,113,925 0.0% - 15.0% 196,575 320510 Parking fines-Airport 900 - 100% 900 320520 Premium Covered Parking 657,000 3% 19,710 5% 32,850 924 604,440 320560 Rent-a-car parking 43,680 - - 100% 43,680 320570 Rent-a-car Security Fee 190,000 0% - 100% 190,000 320610 Trash hauling - caterer 2,664 100% 2,664 320650 Ground transportation 117,500 - 100% 117,500 320710 Other revenue 1,200 100% 1,200 340900 Interest on investments 70,000 - 100% 70,000 343500 Oil and gas leases 114,000 10% 11,400 90% 102,600 343501 Oil and gas leases-Interdept 14,400 10% 1,440 90% 12,960 350440 Trsfr from Stores Fund - 0% - 100% - 343600 AIR Finance Charges - - - 100% - TOTAL REVENUE $ 7,177,624 $ 2,183,616 $ 1,362,475 $ 2,100,064 $ 1,531,469 7/7/2009 11:25 AM Final DIRECT COST CENTERS EXHIBIT G-2 COST CENTER ALLOCATIONS FY 10 Direct Indirect Debt TOTAL O&M O&M Service COSTS Terminal Security 228,447 55,708 - 284,155 Airfield 1,804,323 439,998 50,303 2,294,624 Terminal 2,376,896 579,625 441,878 3,398,399 Parking 736,756 179,664 149,746 1,066,166 Other 405,783 98,953 112,523 617,259 Total $ 5,552,205 $ 1,353,948 $ 754,450 $ 7,660,603 Source Exhibit G-2.1 G-2.1 G-2.2 7/7/2009 11:39 AM Final EXHIBIT G-2.1 ALLOCATION OF O&M EXPENSES FY 10 ALLOCATION OF DIVISION BUDGET TO COST CENTERS % of " Total Direct Operating TOTAL Airfield Facilities Custodial Parking Bldg Maint P. Safety 1 Operations Direct O&M O&M Admin Transfers O&M COST CENTERS Terminal Security 0.0% 0.0% 1.0% 0,0% 1.0% 14.0% 0.0% Airfield 90.0% 33.0% 0,0% 0.0% 23.0% 42.0% 50.0% Terminal 0,0% 46.0% 95.0% 0.0% 69.0% 27.0% 10.0% Parking 0,0% 10,0% 2,0% 100.0% 5,0% 4.0% 25.0% Other 10,0% 11.0% 2,0% 0.0% 2.0% 13,0% 15.0% (roads, apron, ARFF, GA) Total Allocation 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100,0% DIVISPON BUDGET 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 1,094,370 259,578 6,906,153 Terminal Security - - 5,114 17,673 205,660 228,447 4,1% 45,028 10,680 284,155 Airfield 372,814 161,994 406,476 616,980 246,058 1,804,323 32.5% 355,642 84,356 2,244,321 Terminal - 225,810 485,816 - 1,219,429 396,630 49,212 2,376,896 42.8% 468,499 111,125 2,956,521 Parking - 49,089 10,228 407,286 88,364 58,760 123,029 736,756 13.3% 145,219 34,445 916,420 Other 41,424 53,998 10,228 - 35,346 190,970 73,817 405,783 7.3% 79,982 18,971 504,736 (roads, apron, ARFF, GA) Total Allocation 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 100.0% 1,094,370 259,578 6,906,153 lb /b /a - Allocation percentages per management. /b - Allocation based on distribution of direct O&M. 7/7/2009 11:42 AM Final EXHIBIT G-2.2.1 BOND FUNDED ASSETS FY 2010 Bond -Funded Projects Airfield Term hat Parking Other TOTAL Fire Suppression System 3,026 3,026 RNV, TIUV, Aprons 14,730 14,730 C/C, Security, Bag Claim 74,368 74,368 Rental Car Lot 77,702 77,702 Landscaping 26,855 26,855 Commercial Ramp 126,697 126,697 Main Parking Lot 597,248 597,248 Ramp Space 115,348 115,348 Terminal Building Improvements 829,566 829,566 TIW and RNV 13/31 244,093 244,093 Security Fencing 8,269 8,269 Airport Master Pian 11,000 11,000 11,000 11,575 44,575 G.A. Apron 206,523 206,523 RNV 17-35 19,454 19,454 Airport Energy Conservation 5,000 5,000 Concourse and Holdroom 565,052 565,052 Ticket Wing Expansion 1,263,025 1,263,025 Landscaping Study 39,787 39,787 Terminal Air Conditioning 18,865 18,865 Graphics 113,500 113,500 Terminal Roof/HVAC 1,036,205 1,036,205 RAV 17/35 229,683 229,683 TOTAL FY1981-87 653,926 3,916,581 608,248 480,816 5,659,571 CFR Vehicle Signage and Landscaping Airport Entrance Sign Reconstruct Fire Eqpt. ARFF Vehicle Parking Lot Runway 17-35 TIW Rehab for RNV 13/31 Signage and Landscaping 47,893 22,277 52,632 47,893 22,277 52,632 TOTAL FY1988 47,893 0 . 0 52,632 100,525 17,209 28,116 97,540 142,460 117,667 301,752 17,209 28,116 97,540 142,460 117,667 301,752 TOTAL FY1989 305,452 0 97,540 301,752 704,744 Master Plan 10,098 10,098 Land Acquisition 125,954 125,954 TOTAL FY1991 0 0 0 136,052 136,052 Terminal Interior 34,916 34,916 Teminal Expansion 1,325,416 1,325,416 Terminal AIC for Concourse 39,005 39,005 Tower HVAC 1,684 1,684 Terminal Concourse & Holdroom 391,914 391,914 Service Center Roof/HVAC/Canopy 913,612 913,612 TNV J & Commercial Apron 293,192 293,192 TOTAL FY1992 293,192 2,706,547 0 0 2,999,739 Taxiway Rehab 13-31 Taxiway J Comm Apron 233,336 33,297 233,336 33,297 TOTAL FY1993 266,633 0 0 0 266,633 7/7/2009 12:01 PM Final EXHIBIT G-2.2.1 BOND FUNDED ASSETS FY 2008 Bond -Funded Projects Airfield Terminal Parking Parking/Revenue Control System 17,714 Parking Lot Improvements 19,681 Fencing/Access Control 99,466 G.A. Apron Ext. Fillet Widening Gen Avn Apron/Taxiway Ltg Boiler/Cooler Tower Replacement 27,176 Other 156,151 179,924 TOTAL 17,714 19,681 99,466 156,151 179,924 27,176 TOTAL FY1994 99,468 27,176 37,395 336,075 500,112 Terminal Renovation -Roof 161,419 161,419 NF Drainage Imp., Security Perimeter Rd. 164,700 164,700 TOTAL FY1995 164,700 161,419 0 0 326,119 Boiler/Cooler Tower Replacement 26,098 26,098 Terminal Relocate Airline 168,765 168,765 Terminal Elec Rm/Door Repl 8,646 8,646 TOTAL FY1997 0 203,509 0 0 203,509 Emergency Generator 181,252 - 181,252 Electrical Improvements/Sweeper/Lift 19 7,697 - - 7,697 TOTAL FY1998 7,697 181,252 - 188,949 Terminal Space Study Plan TOTAL FY2001 58,618 58,618 58,618 58,618 ARFF Vehicle 59,871 59,871 West Apron Improvements 15,656 15,656 Parking and Roadway Improvements 15,340 16,430 31,770 Terminal Improvements - 2,502,745 - 2,502,745 TOTAL FY2002 75,527 2,502,745 15,340 16,430 2,610,042 Terminal Improvements - 2,756,322 - - 2,756,322 Parking and Roadway Improvements 3,187,159 1,986,983 5,174,142 TOTAL FY2003 2,758,322 3,187,159 1,986,983 7,930,464 Terminal Improvements 2,790,575 - - 2,790,575 Parking and Roadway Improvements 420,275 541,349 961,624 TOTAL FY2004 2,790,575 420,275 541,349 3,752,199 Terminal Improvements Parking and Roadway Improvements TOTAL FY2005 955,923 - - 955,923 1,242,519 (21,281) 1,221,238 955,923 1,242,519 (21,281) 2,177,161 Terminal Improvements 328,829 328,829 Parking and Roadway Improvements 69,664 292,522 362,186 TOTAL FY2006 328,829 69,664 292,522 691,015 Terminal Improvements 228,077 228,077 Parking and Roadway Improvements 21,092 159,228 180,320 TOTAL FY2007 Estimate 228,077 21,092 159,228 408,397 BOND -FUNDED PROJECTS FY1981-2003 1,914,486 16,817,573 5,699,232 4,282,557 28,713,848 % Distribution 6,7% 58.6% 19.8% 14.9% 100.0% 7/7/2009 12:01 PM Final ALLOCATION OF ANNUAL DEBT SERVICE EXHIBIT 6-2.2 ALLOCATION OF DEBT SERVICE FY 10 % of Distribution of Bond -funded Assets by Cost Center Amount of Debt Service 754,450 COST CENTER Airfield 6.7% 50,303 Terminal 58.6% 441,878 Parking 19.8% 149,746 Other 14.9% 112,523 Total 100.0% 754,450 Source Exhibit G--2.2.1 7/7/2009 11:57 AM Final EXHIBIT G-3 Rates and Charges Sianatory Terminal Rent TERMINAL RENTAL RATES (per square FY 2009-2010 foot) Class 1 space-- ATO/Holdroom $50.00 Class 2 space --Operations Area $45.00 Class 3 space—Cargo Facility $37.51 Class 4 space—Fenced/Open Area $12.50 TERMINAL RENTAL RATES (Der square FY 2010-2011 foot) Class 1 space-- ATO/Holdroom $50.62 Class 2 space—Operations Area $45.57 Class 3 space --Cargo Facility $37.98 Class 4 space--Fenced/Open Area $12.66 TERMINAL RENTAL RATES (per sauare FY 2011-2012 foot) Class 1 space-- ATO/Holdroom $51.38 Class 2 space --Operations Area $46.25 Class 3 space --Cargo Facility $38.55 Class 4 space--Fenced/Open Area $12.85 TERMINAL RENTAL RATES (per square FY 2012-2013 foot) Class 1 space-- ATO/Holdroom $52.15 Class 2 space --Operations Area $46.94 Class 3 space --Cargo Facility $39.12 Class 4 space--Fenced/Open Area $13.04 TERMINAL RENTAL RATES (per square FY 2013-2014 foot) Class 1 space-- ATO/Holdroom $52.94 Class 2 space --Operations Area $47.65 Class 3 space --Cargo Facility $39.71 Class 4 space--Fenced/Open Area $13.24 Common Use Charges 2009-10 Square footage 6,003 square feet 2009-10 Rate $50.00 per square foot Terminal security costs $300,150 *To be recovered by 20180 Joint Use formula based on enplaned passengers 67 Landing Fee 2009-10 Airfield costs $2,244,321 Less: Airfield credit $1,362,475 Net Allowable Costs $881,846 Landing Area @ 70% 617,292 Projected landed weight 464,129 2009-10 Landing Fee $1.33 Signatory Apron Charge 2009-10 Apron Charge per Preferential Position $56,955 *Based on five gates Per Turn Charge 2009-10 Per Turn Charge $250 *Annual minimum annual guarantee for AIRLINE operating under this Agreement and directly leasing Exclusive Use, Preferential Use, or Joint Use space is equal to the fixed twenty percent (20%) Joint Use fixed charge paid by each Signatory Airline. 2009-2010 Annual Minimum: $39,451 2009-10 Signatory Gate Use Fee $158.38 2009-10 Federal inspection Services Fee (FIS) $2.51 per passenger 68 EXHIBIT G-4 CALCULATION OF NET REVENUE DISTRIBUTION AND CAPITAL RESERVE APPROPRIATION FY 10 Source Exhibit G-1-1 Revenues Account Description Amount Cargo Facility Rental 19,404 Agricultural leases 81,005 Rent - commercial non -aviation 79,205 Airport Badging Fees 12,000 TSA Buildout Fee 0 Parking Lot 196,575 Covered Parking Premium 604,440 Parking fines -Airport 900 Rent a -car parking 43,680 Rent -a -car Security Fee 190,000 Ground transportation 117,500 Other revenue 1,200 Interest on investments 70,000 Oil and gas leases 102,600 Oil and gas leases 12,960 Transfer from Stores Fund 0 A/R/ Finance Charges 0 TOTAL Aviation Department Revenues $ 1,531,469 Less Parking and Other Requirements (1,683,425) Net Revenue Distribution to: Aviation Capital Reserve Fund $ (151,956) 7/7/2009 12:20 PM Final Airline Use and Lease Agreement For Corpus Christi International Airport BY AND BETWEEN THE CITY OF CORPUS CHRISTI AND SOUTHWEST AIRLINES CO. AUGUST 1, 2009 JUL 14 2009 TABLE OF CONTENTS Article Title Page 1. DEFINITIONS 2 2. EFFECTIVE DATE 8 2.01 2.02 3. TERM 4. PREMISES 4.01 4.02 4.03 Effective Date Cancellation of Prior Agreements AIRLINE's Leased Premises Employee Parking Federal Inspection Services 8 8 8 8 8 9 9 5. USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 9 5.01 AIRLINE Rights and Privileges 9 5.02 Exclusions and Reservations 12 5.03 CITY's Operation and Maintenance Obligations 16 5.04 AIRLINE's Operation and Maintenance Obligations 17 5.05 Designation of Operation and Maintenance Responsibilities 18 6. CAPITAL IMPROVEMENTS 19 6.01 General 19 6.02 Grants -In -Aid 19 7. RENTALS, FEES, AND CHARGES 19 7.01 Landing Fees 20 7.02 Terminal Rentals 20 7.03 Apron Fees 20 7.04 Joint Use Charges 20 7.05 Other Fees and Charges 21 7.06 Payments 22 7.07 Information to be Supplied by AIRLINE 23 7.08 Security for Payment 24 7.09 Passenger Facility Charge 25 7.10 Capitalized Interest on Bonds 26 7.11 Continuation of Rent 26 7.12 No Further Charges 26 Article Title Page 7.13 Charges for Service 27 8. CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 27 8.01 Annual Rate Changes 27 8.02 Other Rate Changes 28 8.03 Incorporation of Exhibit "G" 28 8.04 Settlement 28 8.05 CITY Covenants 29 9. AIRLINE IMPROVEMENTS 29 9.01 AIRLINE Improvements 29 10. DAMAGE OR DESTRUCTION 31 10.01 Partial Damage 31 10.02 Substantial Damage 31 10.03 Destruction 31 10.04 Damage Caused by AIRLINE 32 10.05 CITY's Responsibilities 32 11. INDEMNIFICATION AND INSURANCE 32 11.01 Indemnification 32 11.02 Insurance 33 11.03 Waiver of Subrogation 34 12. CANCELLATION BY CITY 35 12.01 Events of Default 35 12.02 Continuing Responsibilities of AIRLINE 36 12.03 CITY's Remedies 36 13.CANCELLATION BY AIRLINE 37 13.01 Events of Default 37 13.02 AIRLINE's Remedy 38 14. SURRENDER OF AIRLINE PREMISES 39 14.01 Surrender and Delivery 39 14.02 Removal of Property 39 14.03 Holding Over 39 15. ASSIGNMENT AND SUBLETTING AGREEMENTS 39 15.01 Assignment and Subletting by AIRLINE 39 16.AVAILABILITY OF ADEQUATE FACILITIES 41 Article The Page 16.01 Declaration of Intent 41 16.02 Accommodation of Requesting Airlines 41 17. GOVERNMENT INCLUSION 42 17.01 Government Agreements 42 17.02 Federal Government's Emergency Clause 43 17.03 Nondiscrimination 43 17.04 Security 44 18. GENERAL PROVISIONS 44 18.01 Subordination to Master Bond Ordinance 44 18.02 Non-waiver 45 18.03 Rights Non-Exclusive 45 18.04 Quiet Enjoyment 45 18.05 Performance 46 18.06 Aviation Rights 46 18.07 Rules and Regulations 46 18.08 Inspection 46 18.09 No Individual Liability 47 18.10 Relationship of Parties 47 18.11 Capacity to Execute 47 18.12 Savings 47 18.13 Successors and Assigns Bound 47 18.14 Incorporation of Exhibits 47 18.15 Titles 47 18.16 Severability 47 18.17 Amendments 47 18.18 Most Favored Nations 48 18.19 Other Agreements 48 18.20 Approvals 48 18.21 Notices 48 18.22 Agent for Service 49 18.23 Governing Law 49 18.24 Force Majeure 49 18.25 Entire Agreement 49 Exhibit LIST OF EXHIBITS Title Page A Airport Boundaries B AIRLINE'S Leased Premises C Terminal Layout D Designation of Responsibilities for Operation and Maintenance E Monthly Statistical Report F Terminal Equipment G Rates and Charges Model THIS AGREEMENT is made and entered into this day of , 2009, by and between the City of Corpus Christi, a municipal corporation and political subdivision of the State of Texas, hereinafter referred to as "CITY," and SOUTHWEST AIRLINES CO., a corporation organized and existing under the laws of the State of and authorized to do business in the State of , hereinafter referred to as "AIRLINE." WITNESSETH: WHEREAS, CITY is the owner of the Corpus Christi International Airport, located in Corpus Christi, Texas, hereinafter referred to as the "Airport"; WHEREAS, CITY is responsible for the operation, maintenance and improvement of the Airport; WHEREAS, CITY has the right to lease and license the use of property and facilities on the Airport and has full power and authority to enter into this Agreement in respect thereof; and WHEREAS, AIRLINE is a corporation primarily engaged in the business of scheduled transportation by air of persons, property, mail and/or cargo; and WHEREAS, AIRLINE desires to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities, and CITY is willing to grant and lease the same to AIRLINE upon the terms and conditions hereinafter stated; and WHEREAS, the intent of the parties hereto is to enter into an agreement which will more definitively specify the rights and obligations of the parties with respect to the operation of the Airport by CITY and the use and occupancy of Airport by AIRLINE, and this Agreement is responsive to and in accordance with that intent; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, CITY and AIRLINE do hereby mutually undertake, promise and agree, each for itself and its successors and assigns, as follows: ARTICLE 1: DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall for the purposes of this Agreement have the following meanings: Affiliated Airline shall mean any regional airline that operates flights under the designator code of the Signatory Airline, as designated in writing by such Signatory Airline from time to time. AIRLINE may during the term of this Agreement cancel the designation of an Affiliate Airline with thirty (30) days written notice and will no longer be responsible for the any future obligations of that airline beyond the termination date. Agreement shall mean this Airline Use and Lease Agreement between CITY and AIRLINE, as the same may be amended or supplemented from time to time pursuant to the terms hereof. Air Transportation Company shall mean a company engaged in the business of scheduled or non-scheduled commercial transportation by air of persons, property, mail, and/or cargo. Air Transportation Business shall mean that business operated by AIRLINE at the Airport for the commercial transportation by air of persons, property, mail and/or cargo. Aircraft Parking Apron shall mean those parts of the Ramp Area immediately adjacent to the Terminal, as designated by the CITY, that are used for the parking of aircraft and support vehicles, and the loading and unloading of aircraft as shown on Exhibit C. Airfield shall mean the Landing Area and Ramp Area. AIRLINE shall mean the Scheduled Air Carrier executing this Agreement. Airport shall mean the Corpus Christi international Airport owned and operated by the CITY, the boundaries of which are more particularly shown on Exhibit "A," attached hereto, including all real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or acquired by CITY, less any thereof which may be consumed, sold or otherwise disposed of. Airport/Airline Affairs Committee (AAAC) shall mean collectively the authorized representatives of each Signatory Airline which shall meet or conduct conference calls from time to time with representatives of the Airport to receive information and provide input from the Signatory Airlines with regard to the planning, 2 development, operation and financing of the Airport. Airport Fund shall mean the Airport Operating Fund 4610 for the deposit of all Revenues and payment of all O&M Expenses and any capital expenditures allocated to this fund that are not fully or partially funded Federally, by the State of Texas, or locally.. Airport Requirement means, for any Fiscal Year, the CITY's estimate of the following: (1) Direct and indirect Operating and Maintenance Expenses; (2) Debt Service including coverage requirements but excluding Debt Service paid by other funds; (3) those net amounts funded through the Airport Discretionary Fund amortized over a projected useful life; (4) those amounts required to be deposited during the Fiscal Year to any fund created pursuant to the terms of the Master Bond Ordinance; (5) the net amount of any judgment or settlement arising out of or as a result of the ownership, operation, or maintenance of the Airport or any CITY -owned or operated Airport -related facility payable by the CITY during said Fiscal Year, including, but not limited to, the amount of any such judgment or settlement arising out of or as a result of any claim, action, proceeding or suit alleging a taking of property or an interest in property without just or adequate compensation, trespass, nuisance, property damage, personal injury, or any other claim, action, proceeding, or suit based upon or relative to any environmental impact resulting from the use of the Airport for the landing and taking off of aircraft; and (6) any and all other sums, amounts, charges, or requirements of CITY related to the Airport to be recovered, charged, set aside, expensed, or accounted for during such Fiscal Year under CITY's accounting system or this Agreement; provided, however, that the Airport Requirement shall not include any amounts included in (1) through (6) chargeable to a special facility, as a direct charge as a result of the terms of this Agreement, or a tenant improvement. Annual Capital Outlay means the Net Capital Cost of an improvement constructed or asset purchased or acquired from the CITY's Airport Discretionary Fund and designated by CITY as an Annual Capital Outlay for any Fiscal Year. Airport Discretionary Fund shall mean a reserve fund held by the CITY for the payment of Annual Capital Outlays, Capital Improvements for the Airport, or, at the Airport Director's sole discretion, terminal cost center shortfalls in the Airport Requirement. Aviation System shall mean all real property and easements, including improvements thereto, structures, buildings, fixtures, and other tangible personal property which are located on the Airport as of the Effective Date of this Agreement or which may be hereafter owned or operated by the CITY for 3 the operation or improvement of the Airport. The expenses and revenues associated with the development and operation of those properties or assets that are constructed on the Airport will not be included in the calculation of Airline rates and charges. BIDS shall mean Baggage Information Display System. Bonds shall mean any bonds or other financing instrument or obligation of the CITY, issued for the purposes of improving the Aviation System. Capital Improvement shall mean the Net Capital Cost to acquire, purchase or construct a single capital item or project from the CITY's Aviation Discretionary Reserve Fund for the purpose(s) of improving, maintaining, or developing the Aviation System including expenses for development, study, analysis, review or planning efforts with a cost more than $100,000. Cargo Area shall mean those areas of the Airport, as designated by the CITY, that are used primarily for commercial air cargo. Cost Centers shall mean those areas or functional activities of the Aviation System as set forth in Exhibit "G" attached hereto, grouped together for the purposes of accounting for Revenues, direct and indirect O&M Expenses, and Capital Charges. Debt Service shall mean that portion of the Principal and Interest due on debt obligations created by the Master Bond Ordinance No. 024163 and al! other Airport debt obligations. Department of Homeland Security shall mean the department, or its successor, as established by the United States Federal Government to establish and administer transportation security requirements at the Airport. Deplaned Passenger shall mean any passenger disembarking from an Air Transportation Company aircraft at the Terminal. Director shall mean the Director of the Department of Aviation and shall include such person or persons as may from time to time be authorized in writing by CITY or by the Director or applicable law to act for the Director with respect to any or all matters pertaining to this Agreement. 4 Enplaned Passenger shall mean any passenger boarding an Air Transportation Company aircraft at the Terminal, including any such passenger that previously disembarked from any other aircraft of the same or a different Air Transportation Company or from the same aircraft, then operating under a different flight number. Exclusive Use Premises shall mean those areas assigned exclusively to AIRLINE for its use, as shown on Exhibit "B", attached hereto. FAA shall mean the Federal Aviation Administration, or its authorized successor(s). Fiscal Year shall mean the annual accounting period of CITY for its general accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, beginning with the first day of August of any year. Joint Use Premises shall mean the baggage claim area, and associated baggage make-up space as shown on Exhibit B, attached, hereto, which all Airlines use and share in the cost for usage. Joint Use Charges Formula means that formula used to calculate the rates and charges for each category of Joint Use Premises which prorates twenty percent (20%) of the cost or expense of Joint Use Premises equally among all Airlines and their designated Affiliates, and eighty percent (80%) of the cost or expense among such Airlines based on each Airline's, including designated Affiliated Airlines, proportionate share of enplanements. Landing Area shall mean those portions of the Airport provided for the landing, taking off and taxiing of aircraft, including without limitation, approach and turning zones, navigation or other easements, runways, taxiways, runway and taxiway lights, and other appurtenances in connection therewith. Leased Premises shall mean collectively, AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises as shown on Exhibit "B" attached hereto, Maximum Gross Landed Weight shall mean the maximum certificated gross landing weight, as stated in AIRLINE's flight operations manual, at which each category of aircraft operated at the Airport by AIRLINE is certificated by the FAA. MUFIDS shall mean Multi -User Flight Information Display System. 5 Net Capital Cost means the aggregate cost of any Annual Capital Outlay or Capital Improvement less amounts used from the proceeds of: (1) Grants-in-Aid;(ii) PFCs; (iii) Bonds or other similar financing vehicles for which the Debt Service will not be paid from Rentals, Fees, and Charges; or (iv) Bonds for which the Debt Service is to be paid for by PFCs. Non -Signatory Airline shall mean any Air Transportation Company providing service at the Airport that has not signed this Agreement or a substantially similar agreement. Operating Reserve Fund shall mean Airport Operating Reserve Fund 4612 for the deposit of funds necessary to satisfy the Operating Reserve Requirement pursuant to the Master Bond Ordinance No. 024163 which shall mean for the current Fiscal Year, one-sixth (1/6) of the estimated total O&M Expenses for the current Fiscal Year as set forth in the current annual budget. Operation and Maintenance Expenses (sometimes abbreviated as "O&M Expenses") means, for any Fiscal Year, the costs incurred by the CITY in operating and maintaining the Airport during such Fiscal Year, either directly or indirectly, whether similar or dissimilar, which under generally accepted accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated to the Airport by CITY in accordance with practices and procedures of the CITY in accordance with the adopted budget, as may be revised by the CITY, and taxes payable by CITY which may be lawfully imposed upon the Airport by entities other than the CITY. Per Use Charge shall mean the commensurate facility use charge in lieu of Exclusive Space rent and Joint Use charges assessed to Airline for the use of the baggage make up, Joint Use holdroom and associated apron, and baggage claim. Airlines who sign this Agreement may designate a per Use Charge alternative in the Premises section of Exhibit "G" for use of facilities on a Per Use Charge basis which will represent an equivalent value that will be established annually by the Lessee. If Airline chooses to operate under this Agreement under the Per Use Charge terms, the Airline will be required to pay in accordance with the terms outlined in Article 7. Preferential Use Premises shall mean those portions of the Terminal and Ramp Area assigned to AIRLINE, as shown on Exhibits "B" and "C", attached hereto, to which AIRLINE shall have priority over all other users, subject to the provisions of Article 16. Ramp Area shall mean the aircraft parking and maneuvering areas adjacent to the Terminal, and shall 6 include within its boundaries all Aircraft Parking Aprons and ground service equipment storage and staging as shown on Exhibit °C". Rentals, Fees, and Charges means the Rentals, Fees, and Charges payable by AIRLINE pursuant to Article 7. Revenue Landing shall mean any aircraft landing by AIRLINE at the Airport for which AIRLINE makes a charge or for which revenue is derived for the transportation by air of persons, property or mail, but Revenue Landings shall not include any landing of an aircraft which, after having taken off from Airport and without making a landing at any other airport, returns to land at Airport because of meteorological conditions, mechanical or operating causes, medical reasons, or any other reason of emergency or precaution. Revenues shall mean income accrued by the CITY in accordance with generally accepted accounting practices, including investment earnings, from or in connection with the ownership or operation of the Aviation System or any part thereof, or the leasing or use thereof but specifically excluding: (a) non- operating income (or receipts) from the sale of assets or insurance claims, (b) federal, state or local grants- in-aid or reimbursements, (c) PFCs, (d) one-time bonus payments from lessors. Scheduled Air Carrier shall mean any Air Transportation Company performing or desiring to perform, pursuant to published schedules, commercial air transportation services over specified routes to and from the Airport and holding the necessary authority from the appropriate Federal or state agencies to provide such transportation. Signatory Airline shall mean an Air Transportation Company that executed this Agreement, or a substantially similar agreement. The Signatory Airline executing the Agreement will be responsible for all payments due to Airport for its designated Affiliated Airlines. Term shall mean the period of time during which AIRLINE activities at the Airport shall be governed by this Agreement, except as otherwise set forth herein. Said Term shall begin on the Effective Date and, except as otherwise set forth herein, terminate on the date set forth in Article 3 or as otherwise provided herein. Terminal shall mean the airline passenger terminal building owned and operated by CITY at the Airport, as shown on Exhibit "C", attached hereto. 7 Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. ARTICLE 2: EFFECTIVE DATE 2.01 Effective Date. The Effective Date of this Agreement is August 1, 2009. 2.02 Cancellation of Prior Agreements. On the Effective Date, all existing Airport Use and Lease Agreements between AIRLINE and CITY shall terminate. ARTICLE 3: TERM This Agreement shall begin on the Effective Date set forth in Article 2 and shall terminate at midnight on July 31, 2014 subject to earlier termination as herein provided. ARTICLE 4: PREMISES 4.01 AIRLINE's Leased Premises. A. CITY does hereby lease and demise to AIRLINE, and AIRLINE does hereby lease and accept from CITY, Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises (in the event such premises are created in the future and shown on a revised Exhibit "B") as set forth in Exhibit "C". B. Except as provided in 4.01.0 below, any changes to AIRLINE'S Exclusive Use Premises, made after approval and submission of "as -built" drawings, shall be evidenced by an amendment to this Agreement pursuant to Section 18.17. C. In the event that changes to Exhibit "B" are made to reflect changes in the leased premises of others, or to reflect other space changes not inconsistent with the provisions of this Agreement, then in such event said revised exhibits may be substituted herein without the necessity for amendment of this Agreement. 8 D. Included in AIRLINE's Leased Premises is Terminal Equipment as set forth in Exhibit "F" attached hereto and made a part hereof. Terminal Equipment owned or acquired by CITY for use by AIRLINE in AIRLINE's Leased Premises shall remain the property, maintained by CITY, and under the control, of CITY. 4.02 Employee Parking. CITY will make available area(s) at the Airport, in reasonable proximity to the terminal building, vehicular parking for personnel of AIRLINE employed at the Terminal, in conjunction with other Airport employees; provided, however, such area(s) shall not be used for the storage of vehicles or trailers. The CITY reserves the right to establish and charge a reasonable parking fee for all Employee Parking. 4.03 Federal Inspection Services Areas. CITY may designate areas in the Terminal, or elsewhere on the Airport, to be used by agencies of the United States Government for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States. Such areas shall not be considered a part of the AIRLINE's Leased Premises. CITY reserves the right to establish a fee for use of the areas by AIRLINE. ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 5.01 AIRLINE Rights and Privileges. Subject to the terms of this Agreement, AIRLINE shall have the right to conduct AIRLINE's Air Transportation Business at the Airport and to perform the following operations and functions as are reasonably necessary to the conduct of such business at the Airport: A. The landing, taking off, flying over, taxiing, towing, and conditioning of AIRLINE's aircraft and, in areas designated by CITY, the extended parking, servicing, loading or unloading, storage or maintenance of AIRLINE's aircraft and support equipment subject to Paragraphs 5.01F., 5.01G., and 5.02 C., to the availability of space, and to such reasonable charges and regulations as CITY may establish; provided, however, AIRLINE shall not permit the use of the Airfield by any aircraft operated or controlled by AIRLINE which exceeds the load bearing design strength or capability of the Airfield as described in the then -current FAA -approved Airport Layout Plan (ALP) or other engineering evaluations performed subsequent to the then -current ALP, including the then -current Airport Certification Manual. B. The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, and the sale, handling, and providing of mail, freight and express services. 9 C. The training of personnel in the employ of or to be employed by AIRLINE and the testing of aircraft and other equipment being utilized at the Airport in the operation ofAIRLINE's Air Transportation Business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by AIRLINE of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The CITY reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport. D. The sale, disposition or exchange of AIRLINE's aircraft, engines, accessories, gasoline, oil, grease, lubricants, fuel or other similar equipment or supplies; provided, however, AIRLINE shall not sell aviation fuels or propellants except (i) to such Air Transportation Company which is a successor company to AIRLINE, (11) an Air Transportation Company which is a wholly owned subsidiary or designated Affiliated Airline of AIRLINE or (iii) when a comparable grade and type of fuel desired by others is not available at the Airport except from AIRLINE. AIRLINE may not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal due to routine maintenance. E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services, from any person or company, shall be subject to Paragraph 5.0 D. and to the CITY's right to require that each provider of services and/or supplies to AIRLINE secures a permit from CITY to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by CITY. No discriminatory limitations or restrictions shall be imposed by CITY that interfere with such purchases; provided, however, nothing herein shall be construed to permit AIRLINE to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between AIRLINE and CITY. F. The servicing by AIRLINE or its suppliers, of aircraft and other equipment being utilized at the Airport by AIRLINE on Preferential Use Premises gates and Aircraft Parking Aprons or such other locations as may be designated by the Director. G. The loading and unloading of persons, property, cargo, and mail by motor vehicles or other means of conveyance approved by CITY on the Preferential Use Premises Aircraft Parking Aprons or such other locations as may be designated by the Director and in compliance with the CITY's approved Airport Certification Manual which is kept on file in the Airport Director's office. H. The provision, either alone or in conjunction with other Scheduled Air Carriers or through a nominee, 10 of porter/skycap services and security services for the convenience of the public and passengers as allowed by 49 CFR Part 1544. 1. The installation and maintenance, at AIRLINE's sole cost and expense, of identifying signs in AIRLINE' s Exclusive Use, Preferential Use Premises, and Joint Use Premises shall be subject to the prior written approval of the Director, however all signage in place and previously approved by the Director as of the Effective Date, is hereby deemed approved. The general type and design of such signs shall be harmonious and in keeping with the pattern and decor of the Terminal areas. Nothing herein shall be deemed to prohibit A[RLINE's installation of identifying signs on the walls behind ticket counters and ticket lift counters in hold rooms as designated by the Director. J. The installation, maintenance and operation, at no cost to CITY, of such radio communication, computer, meteorological and aerial navigation equipment and facilities on AIRLINE' s Exclusive Use Premises as may be necessary for the operation of its Air Transportation Business; provided, however, that the location of such equipment and facilities, method of installation and type of equipment shall be subject to the prior written approval of the Director, which shall not be unreasonably withheld. CITY shall have the right to charge a reasonable fee, surcharge, or rental charge for any location outside of AIRLINE's Exclusive Use or Preferential Use Premises. CITY may disapprove or require modification, removal, or relocation of such equipment if it interferes with other communication, meteorological, or aerial navigation systems operated by CITY, other tenants, or governmental agencies. Upon abandonment or removal of any such system, AIRLINE shall restore the Premises to its original condition, normal wear and tear excepted. K. Such rights of way as may reasonably be required by AIRLINE for communications, computer equipment, telephone, interphone, conveyor systems and power and other transmission lines in areas not exclusively [eased by AIRLINE, subject to the availability of space and/or ground areas as reasonably determined by the Director. All communication cables are to be installed in accordance with applicable building codes. Communication cable and internal electrical wires are the responsibility of the AIRLINE from the demarcation point and electrical wiring is the responsibility of the AIRLINE from the metered source. L. AIRLINE shall provide electronic flight arrival and departure information through CITY -installed and maintained MUFID and BID systems or by any other method to which AIRLINE and CITY agree. M. AIRLINE shall have the right to use, in common with others so authorized, the public address system serving the Terminal Building. AIRLINE shall not install, cause to be installed, or use any other public address system at the Terminal Building without the prior approval of CITY. The CITY reserves the right to 11 establish a charge for the use of such system. N. The installation of personal property, including furniture, furnishings, supplies, machinery, equipment, and electronic ticketing machines in AIRLINE's Exclusive Use Premises and Preferential Use Premises as AIRLINE may deem necessary or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with AIRLINE, subject to the provisions of this Agreement. 0. Ingress to and egress from the Airport and AIRLINE's Leased Premises for AIRLINE's officers, employees, agents and invitees, passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to 49 CFR Part 1542 Airport Security and all other applicable regulations and the CITY's right to establish rules and regulations governing (i) the general public, including AIRLINE's passengers, and, (ii) access to nonpublic areas at the Airport by AIRLINE's employees, suppliers of materials and furnisher of services; provided, however, any such rules and regulations of the CITY shall not unreasonably interfere with the operation of AIRLINE's Air Transportation Business. Further, CITY reserves the right to, from time to time, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and if necessary, CITY shall ensure the availability of a reasonably equivalent means of ingress and egress. CITY will consult with AIRLINE prior to any such closing which would adversely affect AIRLINE's operations at the Airport unless such closing is necessitated by circumstances which pose an immediate threat to the health or safety of persons using the Airport. AIRLINE hereby releases and discharges CITY, its successors and assigns, from any and all claims, demands or causes of action which AIRLINE may have arisen from the fact that such areas have been closed. P. The rights and privileges granted to AIRLINE pursuant to this Article 5 may be exercised on behalf of AIRLINE by other Signatory Airlines, designated Affiliated Airlines, or contractors authorized by CITY to provide such services at the Airport, subject to the prior written approval of CITY and further subject to all laws, rules, regulations and fees and charges as may be applicable to the activities undertaken. 5.02 Exclusions and Reservations. A. Nothing in this Article 5 shall be construed as authorizing AIRLINE to conduct any business separate and apart from the conduct of its Air Transportation Business at the Terminal. AIRLINE shall not use or permit the use of any portion of AIRLINE's Leased Premises for the purpose of selling, offering for sale, dispensing or providing any merchandise, product, services, or advertising that directly competes with an authorized Airport concession except for vending machines in the Airline's Exclusive Use Premises not 12 accessible to public and nothing contained herein is intended to or shall be construed to authorize or permit the AIRLINE to conduct any activity or to operate any direct or indirect business operation which in any manner competes with any authorized concession activity at the Airport without the priorwritten of approval of the Director and the payment to the CITY of concession fees. Any authorized third party handling contract is not considered a concession for the purpose of imposing a concession fee under the terms of this Agreement. B. AIRLINE shall not knowingly interfere or permit interference with the use, operation or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed or located from time to time at the Airport; and AIRLINE shall not engage in any activity prohibited by any future approved 14 CFR Part 150 program, or existing Noise Abatement Procedures or as such may be amended from time to time. C. As soon as possible after release from proper authorities, AIRLINE shall remove any of its disabled aircraft from the Landing Area and Ramp Area, shall place any such disabled aircraft only in such storage areas as may be designated by the Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by the Director; provided, however, AIRLINE shall be requested to remove such disabled aircraft from AIRLINE' s preferentially leased Aircraft Parking Apron(s) only if deemed necessary in accordance with Article 16. In the event AIRLINE shall fail to remove any of its disabled aircraft as expeditiously as possible, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, the Director shall give AIRLINE prior notice of its intent to do so and provided further that the Director shall use reasonable efforts to remove such aircraft. AIRLINE shall pay to CITY, upon receipt of invoice, the costs incurred for such removal plus a fifteen percent (15%) administrative charge. D. AIRLINE shall not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such AIRLINE act, or failure to act, shall cause cancellation of any policy, then AIRLINE shall immediately, upon notification by CITY, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if AIRLINE shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether such act shall constitute a breach of this Agreement, which is the sole cause of an increase in the CITY's insurance premium for the Airport, AIRLINE shall immediately remedy such actions and pay the increase in premium associated with the act upon notice from CITY to do so and after a sixty (60) day period for AIRLINE to 13 contest the increase. E. CITY may, at its sole option, install or cause to be installed advertising and revenue generating devices, including vending machines, in Preferential Use or Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with AIRLINE' s operations authorized hereunder or substantially diminish the square footage contained in Airline Preferential Use orJoint Use Premises. CITY may also, at its sole option, install pay telephones, facsimile machines, or other self-service traveler amenities in any part of the Terminal; provided, however, installation of such devices in Preferential Use Premises shall be with AIRLINE' s prior consent, which consent shall not unreasonably be withheld or delayed. CITY shall be entitled to all income generated by such telephones and devices and to reasonable access upon Airline Preferential Use and Joint Use Premises to install or service such telephones and devices. AIRLINE shall not be responsible for any maintenance of or liability arising from the installation, maintenance, or provision of any such services or devices. F. AIRLINE must comply with, and require its officers and employees and any other persons over whom it has control to comply with, such reasonable rules and regulations governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by CITY including, but not limited to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by CITY. AIRLINE will not do or authorize to be done anything, which may interfere with the effectiveness of the drainage and sewage system, water system, communications system, fire protection system, or other part of the utility, electrical or other systems installed or located from time to time at the Airport. G. AIRLINE must coordinate training flights and other nonscheduled flight activities into and out of Airport with the Director. If requested by CITY, AIRLINE must restrict all such activities to certain hours established by the Director so as to not interfere with scheduled flight activities of other Airlines using the Airport. H. AIRLINE must comply with all requirements of the Americans with Disabilities Act ("ADA"), as it may be amended, including without limitation paying for the cost of removing all barriers within AIRLINE's Exclusive Use and Preferential Use Premises, necessary to gain access to the AIRLINE's Exclusive Use and Preferential Use Premises. I. AIRLINE shall comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended with regard to the chair lift ("Lift") used to board 14 AIRLINE passengers with mobility impairment purchased by the Airport and intended to comply with all Department of Transportation requirements including 14 CFR 382.23(e) and 49 CFR 27.71, as may be amended. AIRLINE's operation and use of the Lift shall be on a joint use basis with other Airlines serving the Airport to enplane and deplane its passengers with mobility impairments and shall be subject to the following conditions and exceptions: 1) AIRLINE's aircraft is of a type and design that is compatible with the Lift so as to be used with applicable operational convenience and with the highest degree of safety. If AIRLINE elects to use aircraft incompatible with Airport's Lift, then AIRLINE is responsible for providing a compatible lift at its sole expense. 2) The Lift is available and is in a sound and operational condition. 3) All AIRLINE personnel operating the Lift are required to complete operator training specified by the Lift manufacturer for safe, proper, and efficient use of the Lift prior to use of the Lift. 4) if any maintenance, repair, or replacement work is caused by AIRLINE's negligence or inappropriate use of the Lift, AIRPORT shall be responsible for the repair and/or replacement of the Lift to the extent of the damage caused by AIRLINE's negligence or inappropriate use of the Lift and the full cost of any such repairs shall be invoiced to AIRLINE and due and payable immediately, plus a fifteen percent (15%) administrative charge. . a) It is AIRLINE's sole responsibility to enplane and deplane its passengers with mobility impairments and shall hold CITY harmless for all activities associated with such the enplanement or deplanement, and AIRLINE may use Airport's Lift to meet that responsibility. b) It is AIRLINE's obligation to notify the Director of any needed repairs to the Lift immediately upon discovery of such need. c) CITY shall conduct regular preventative maintenance to the lift so as to keep it in good working order. Any necessary repairs to or replacement of the Lift shall be the Airport's responsibility, unless damage is caused by AIRLINE's negligence or inappropriate use of the Lift. J. AIRLINE may use Terminal Equipment as shown in Exhibit "F" within AIRLINE's Leased Premises. AIRLINE shall ensure that those personnel involved in the use of Terminal Equipment are 15 properly trained in the use and operation of the devices in a safe manner and that only those trained AIRLINE personnel use and operate the Terminal Equipment. Except to the extent prevented by Texas' Workers' Compensation law, AIRLINE shall indemnify CITY from any and all claims for damages made against CITY due to injury, death, or damage to persons or property resulting from use of Terminal Equipment by AIRLINE, its agents, employees, or officers. Airport shall conduct regular maintenance to the Terminal Equipment so as to keep it in good working order. Any necessary repairs to or replacement of the Terminal Equipment shall be the Airport's responsibility unless damage is caused by AiRLINE's negligence or inappropriate use of the Terminal Equipment in which event AIRLINE must repair or replace the Terminal Equipment at its expense. K. The rights and privileges granted AIRLINE pursuant to this Article 5 shall be subject to any and all reasonable rules and regulations established by CITY and to the provisions of Article 7. L. Any and all rights and privileges not specifically granted to AIRLINE for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to CITY. 5.03 C1TY's Operation and Maintenance Obligations. A. CITY shall with reasonable diligence, prudently develop, improve, and at all times maintain and operate the Aviation System with adequate qualified personnel and keep the Aviation System in good repair, unless such maintenance, operation or repair shall be AIRLINE' s obligation pursuant to Exhibit "D" B. CITY shall use reasonable efforts to keep the Aviation System and its aerial approaches free from ground obstruction for the safe and proper use thereof by AIRLINE. C. CITY shall not be liable to AIRLINE for temporary failure to furnish all or any of such services to be provided in accordance with Exhibit "0" when due to mechanical breakdown or any other cause beyond the reasonable control of CITY. CITY snail use commercially reasonable efforts to i) Ensure the good repair of the Aviation System and the services described in Exhibit "D"; and ii) Eliminate a failure thereof in order to minimize the effect to AIRLINE as soon as possible. D. CITY shall maintain CITY owned passenger loading bridges located on Preferential Use Premises Aircraft Parking Apron (s) and the MUFIDS/BIDS provided by CITY for AIRLINE's use. 16 E. CITY shall use funds within the Airport Discretionary Fund to pay for local share of Annual Capital Outlays and Capital Improvements. 5.04 AIRLINE's Operation and Maintenance Obligations, A. AIRLINE shall, at all times and at its own expense, preserve and keep AIRLINE's Exclusive Use Premises in an orderly, clean, neat and sanitary condition pursuant to Exhibit "D." B. AIRLINE shall keep at its own expense its Preferential Use Aircraft Parking Apron(s) as reasonably free as possible of fuel, oil and debris. AIRLINE agrees to comply with all applicable environmental laws, rules, regulations, orders and/or permits applicable to AIRLINE's operations on or in the vicinity of the Airport, including but not limited to applicable National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, and/or disposal of hazardous or regulated substances. If AIRLINE determines at any time through any means that any threat of any potential harm to the environment, including but not limited to any release, discharge, spill, or deposit of any hazardous or regulated substance, has occurred or is occurring which in anyway affects or threatens to affect the Airport, or the persons, structures, equipment, or other property thereon, AIRLINE must notify immediately by verbal report in person or by telephone, to be promptly confirmed in writing, (1) the Director, (2) the Airport's Public Safety Office, and (3) Emergency response centers and environmental or regulatory agencies, as required by law or regulation, and must follow such verbal reportwith written report as required by law. AIRLINE agrees to cooperate fully with the CITY in promptly responding to, reporting, and remedying any threat of potential harm to the environment, including without limitation any release or threat of release of hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. AIRLINE will undertake all required remediation and all costs associated therewith, for AIRLINE's action or inaction which is directly or indirectly responsible for any failure of the AIRLINE to materially conform to all applicable environmental laws, rules, regulations, orders and/or permits. The rights and obligations set forth in this paragraph survive the termination of this Agreement. C. CITY shall maintain the Heating Ventilation and Air Conditioning system from the supply point which is the point at which the supply enters the AIRLINE's Exclusive Use and Preferential Use Premises and continuing throughout the Airline's Exclusive Use Premises and Preferential Use Premises. AIRLINE must maintain electric loads within the designed capacity of the Airport's electrical system and prior to any change in the electrical system loads which would exceed its capacity, written consent will be obtained from the Director by the AIRLINE. 17 AIRLINE shall maintain fixtures, equipment, and its Exclusive Use and Preferential Use Premises in good condition, reasonable wear and tear excepted, and perform all ordinary repairs and inside painting. Such repairs and painting by AIRLINE shall be of a quality and class not inferior to the original material and workmanship. D. AIRLINE may dispose of routine daily trash in the CITY provided trash compactor without additional _ charge. However, AIRLINE, at its sole expense, must dispose of non -routine daily trash, including without limitation construction debris and other waste materials -including petroleum products, either directly or through an independent contractor, either of which must obtain CITY permits. E. AIRLINE will provide and maintain hand fire extinguishers for all Exclusive Use and Preferential Use Premises in accordance with applicable safety codes. F. AIRLINE will repair, at its cost, or at CITY's option reimburse CITY for the cost of repairing, replacing, or rebuilding any damages to the AIRLINE's Exclusive Use and Preferential Use Premises caused by the acts or omissions of AIRLINE, its sub lessee, or its or their respective officers, employees, agents, or business invitees, including without limitation customers. Any repairs made by AIRLINE are subject to inspection and approval by CITY. G. AIRLINE may not erect, maintain or display on the Airport any billboards, banners, advertising, promotions, signs or materials without the prior written approval of Director. AIRLINE must keep its ticket counter free of all printed material except required regulatory signs or conditions of travel and advertising displays and related materials. CITY may remove any unauthorized material or displays, which are placed on the Airport without the Director's prior written approval. H. Should AIRLINE fail to perform its material obligations hereunder, CITY shall have the right to enter the AIRLINE's Leased Premises and perform such activities; provided, however, other than in a case of emergency, CITY shall give to AIRLINE reasonable advance written notice of non-compliance, not to exceed ten (10) days, prior to the exercise of this right. If such right is exercised, AIRLINE shall pay to CITY, upon receipt of invoice, the cost of such services plus a fifteen percent (15%) administrative charge. 5.05 Designation of Operation and Maintenance Responsibilities. Responsibilities for maintenance, cleaning and operation of the Airport shall be as set forth in Exhibit "D" attached hereto and made a part hereof. 18 ARTICLE 6: CAPITAL IMPROVEMENTS 6.01 General A. It is contemplated by the parties that from time to time during the term of this Agreement, the CITY may undertake Capital Improvements to the Airport, subject to the provisions of Article 6. B. In conjunction with submission of its Annual Budget, Director will notify AIRLINE of its proposed Capital Improvements, including a sources and uses of funds plan, for the ensuing Fiscal Year as well as a projection of Capital Improvements anticipated for the remaining Term of this Agreement and CITY's estimates of the affect of such Capital Improvements on the Rentals, Fees, and Charges paid by Airlines collectively. Director further reserves the right to notify AIRLINE at any other time of proposed Capital Improvements subject to AAAC consultation procedures as set forth in this Article 6. C. Except for Capital Improvements required in order to avoid or react to emergency conditions that could disrupt operations at the Airport or projects that are required to conform to Federal, State, or local laws, rules, or regulations, the Capital Improvement Program proposed by Director is subject to AAAC consultation procedures pursuant to this Article 6. CITY agrees to meet collectively with the Signatory Airlines within thirty (30) days after notification to AIRLINE of said Capital Improvement to further discuss the Capital Improvements. CITY agrees to consider the comments and recommendations of the AAAC with respect to said Capital Improvement. Terminal capacity enhancement projects will not proceed unless a new or existing AIRLINE can not be accommodated within the existing facilities. CITY will maximize use of grants and non -rate based sources of funds for all eligible components of Terminal capacity expansion projects. 6.02 Grants -In -Aid CITY will use its best efforts to obtain maximum development of Grants -In -Aid. ARTICLE 7: RENTALS, FEES, AND CHARGES AIRLINE shall pay CITY rentals for use of AIRLINE's Leased Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement. The Rentals, Fees, and Charges payable by all Signatory Airlines and their designated Affiliate Airlines for the Airfield and, with 19 respect to the Terminal, the Rentals, Fees and Charges payable by Signatory Airlines leasing space in the Terminal shall be calculated as set forth in Exhibit "G". For AIRLINES executing this Agreement and operating on, a Per Use Charge basis, AIRLINE will be assessed with a minimum annual guarantee as outlined in Article 7.5 below and in accordance with the rate identified in Exhibit "G". In addition, AIRLINE will be required to lease, directly from the AIRPORT, Exclusive Use Premises located in the ticketing area. The square footage required to be leased by AIRLINE will be at the discretion of the Airport Director. For Airlines who have not executed this Agreement or an Agreement substantially similar and have not been designated as an Affiliate Airline, the Non -Signatory Airline shall be required to pay a Non -Signatory premium of one hundred twenty five percent (125%) of all applicable rates and charges. For each Fiscal Year covered by this Agreement, the rates shall be outlined for each year in Exhibit "G". 7.01 Landing Fees. AIRLINE shall pay to CITY fees for aircraft landings at Airport as set forth in Exhibit"G". Landed weight shall be reported to the City within ten (10) days following the end of the month in which activity occurred. Signatory Airlines' landing fees shall be calculated to include all Maintenance and Operating Expenses and the net cost of non -federally funded or State funded capital costs associated with the Airfield and is determined as the product of the landing fee rate for the period and the Signatory and Non -Signatory total landed weight for the month. AIRLINE's landed weight for the month shall be determined as the product of the Maximum Gross Landed Weight of each category of landing aircraft of the AIRLINE by the number of Landings of each said aircraft during such month. 7.02 Terminal Rentals AIRLINE's Terminal rentals shall be determined as the sum of rentals for Exclusive Use and Preferential Use Premises. Rental payment for Exclusive Use and Preferential Use Premises shall be the Terminal rental rate as set forth in Exhibit "G" and the square footage of the corresponding type of space leased by AIRLINE as set forth in Exhibit "B". 7.03 Apron Fees AIRLINE shall pay to CITY apron fees for the parking of aircraft at the gate area. Such fees shall be calculated in accordance with Exhibit "G" and allocated to AIRLINE based on the number of Airline leased apron spaces as indicated by the lease lines shown on Exhibit "C". 7.04 Joint Use Charges. AIRLINE's Joint Use Charges shall be determined as the sum of 1) the product of the weighted average terminal rate per square foot and the square footage of the Joint Use Premises leased by AIRLINE as set forth in Exhibit "B" and 2) the Net Terminal Security Cost as shown on Exhibit "G". Passenger activity shall be reported to the City within ten (10) days following the end of the month in which activity occurred. 20 7.05 Per Use Charge. Per Use Charges shall be calculated as a flat fee paid per turn (including an arrival and departure) and will be adjusted annually. The calculation shall be based upon adding the average annual rate per turn for the concourse, inbound baggage, outbound baggage, the average per turn rate paid for exclusive space, plus a 15% overhead fee as is identified in Exhibit "G". For airlines utilizing this Per Use Charge provision, all activity for the month will be reported within ten (10) days following the end of the month. For Airline(s) operating under a Per Use Charge basis, a minimum annual guarantee amount will apply. The minimum annual guarantee will be an amount equal to the twenty percent (20%) fixed use amount charged to each Signatory Airline calculated as part of the Joint Use space charge and the amount due for ticketing space leased by AIRLINE. This amount will be adjusted annually. 7.06 Other Fees and Charges. A. CITY expressly reserves the right to assess and collect the following: (1) Charter Flight Fees - AIRLINE must pay fees to the CITY for charter flights operated or handled by AIRLINE as follows: (1) if the charter flight is handled by AIRLINE with its own or a leased aircraft at AIRLINE's Leased Premises, AIRLINE will pay the Signatory rates and charges; (ii) if the charter flight is operated by an aircraft owned by a Non -Signatory third party and is handled at AIRLINE's Leased Premises, AIRLINE must pay the Non -Signatory rates and charges as outlined in Article 7; or (iii) if the charter night is handled by an aircraft owned by a Non -Signatory third party and handled outside AIRLINE's Leased Premises, AIRLINE must pay the applicable Per Use Charge and the Non -Signatory rates and charges. If AIRLINE parks aircraft at a CITY -controlled apron position, AIRLINE must pay an Apron Parking Fee as shown in Exhibit "G". (2) Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by CITY and accepted by AIRLINE, including, but not limited to, Federal Inspection Services Area ("FIS") fees as set forth in Exhibit "G". (3) Pro -rata share, based upon enplaned passengers, of any charges for the provision of any services or facilities which CITY is required to provide by any governmental entity (other than CITY acting within its proprietary capacity) having jurisdiction over the Airport. B. CITY reserves the right to charge AIRLINE or its employees, contractors, or agents a reasonable fee for a security background check and identification badges provided at the Airport. 21 C. AIRLINE shall pay reasonable charges for other services or facilities provided by CITY to AIRLINE. Such services or facilities may include, but are not limited to, special maintenance of AIRLINE's Leased Premises including janitorial services or equipment/vehicle storage areas. The fees for these services shall be established by the Director upon request for services by AIRLINE. D. AIRLINE shall pay the required fees for all permits and licenses necessary for the conduct of its Air Transportation Business at the Airport. AIRLINE shall pay all electricity, gas, and water and sewerage fees and charges, if separately metered. AIRLINE shall also pay all taxes, assessments, and charges , which during the Term of this Agreement may become a lien or which may be levied by the State, County, or any other tax levying body, upon any taxable interest by AIRLINE acquired in this Agreement, or any taxable possessory right which AIRLINE may have in or to the premises or facilities leased hereunder, or the improvements thereon, by reason of its occupancy thereof, or otherwise, as well as taxes, assessments, and/or charges on taxable property, real or personal, owned by AIRLINE in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said property, or taxable interest therein, shall be paid in full and without pro -ration by AIRLINE forthwith, or as soon as a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, AIRLINE shall not be deemed to be in default under this Agreement for failure to pay taxes pending the outcome of any proceedings instituted by AIRLINE to contest the validity or the amount of such taxes, provided that such failure to pay does not result in any forfeiture. 7.06 Payments. A. Payments of one -twelfth (1/12) of the total annual rentals for AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Apron Fees shall be due in advance, without demand, on the first day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15) calendar day of the month. B. Payment of AIRLINE's Landing Fees shall be due on the last day of each month following the month in which such activity occurs. Said fees shall be deemed delinquent if payment is not received on the date due. C. Payment for Joint Use Charges shall be due on the thirtieth last day of each month based on the previous month's enplanement data. Said fees shall be deemed delinquent if payment is not received on the date due. 22 D Payment for Per Use Charges shall be due on the thirtieth last day of each month based on the previous month's activity data. Said fees shall be deemed delinquent if payment is not received on the date due. E. Payment for all other fees and charges due hereunder, shall be due as of the date of the C1TY's invoice. Said fees and charges shall be deemed delinquent if payment is not received within thirty (30) days of the date of such invoice. F. CITY shall provide written notice of any and all payment delinquencies, including payments of any deficiencies which may be due as a result of the CITY's estimates of activity pursuant to Paragraph F below or due to an audit performed pursuant to Paragraph 7.07.C., herein; provided, however, interest at the lower of one and one-half percent (1 ' %) per month, or the highest rate allowable by applicable state law, shall accrue against any and all delinquent payment(s) from the date due until the date payments are received by CITY. This provision shall not preclude CITY from canceling this Agreement for default in the payment of rentals, fees or charges, as provided for in Section 12.01B herein, or from exercising any other rights contained herein or provided by law. G. In the event AIRLINE fails to submit its monthly activity report as required in Section 7.07, CITY shall estimate the Rentals, Fees and Charges based upon the higher of one hundred twenty-five percent (125%) of the previous month's activity or the same month's prior year activity reported by AIRLINE and issue an invoice to AIRLINE for same. If no activity data is available, CITY shall reasonably estimate such activity and invoice AIRLINE for same. AIRLINE shall be liable for any deficiencies in payments based on estimates made under this provision; payment for said deficiencies shall be deemed due as of the date such rental was due and payable. If such estimate results in an overpayment by AIRLINE, CITY shall apply such overpayment as a credit against any outstanding invoices or subsequent amounts due for such Rentals, Fees and Charges from AIRLINE; provided, however, AIRLINE shall not be entitled to any credit for interest on payments of such estimated amounts. H. In the event AIRLINE's obligations with respect to AIRLINE's Leased Premises or rights, licenses, services or privileges granted hereunder shall commence or terminate on any date other than the first or last day of the month, AIRLINE's Rentals, Fees and Charges shall be prorated on the basis of the number of days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month. 1. All payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by check made payable to the Corpus Christi International Airport and delivered to: 23 Corpus Christi International Airport Accounts Receivable Department 1000 International Drive Corpus Christi, TX. 78406 7.07 Information to be Supplied by AIRLINE. A. Not later than ten (10) days after the end of each month, AIRLINE shall file with Airport written report in the format as set forth in Exhibit "G" for activity conducted by AIRLINE and its designated Affiliate Airline(s) during said month, and for activity handled by AIRLINE for other Air Transportation Companies not having an agreement with CITY providing for its own submission of activity data to CITY. B. CITY shall have the right to rely on said activity reports in determining rentals and charges due hereunder; provided, however, AIRLINE shall have full responsibility for the accuracy of said reports including the sum and product totals. Payment deficiencies due to incomplete or inaccurate activity reports shall be subject to interest charges as set forth in Paragraph 7.06.E. C. AIRLINE shall at all times maintain and keep books, ledgers, accounts or other records, wherein are accurately kept all entries reflecting the activity statistics to be reported pursuant to Paragraph 7.07.A. Such records shall be retained by AIRLINE for a period of three (3) years subsequent to the activities reported therein, or such other retention period as set forth in 14 CFR Part 249, and made available at Corpus Christi, Texas for audit and/or examination by CITY or its duly authorized representative during all normal business hours. AIRLINE shall produce such books and records at Corpus Christi, Texas within thirty (30) calendar days of written notice to do so or pay all reasonable expenses, including but not limited to transportation, food and lodging, necessary for an auditor selected by CITY to audit said books and records at a place selected by AIRLINE. D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by CITY as an O&M Expense; provided, however, the total cost of said audit shall be borne by AIRLINE if either or both of the following conditions exist: (1) The audit reveals an underpayment of more than five percent (5%) of Rentals, Fees and Charges due hereunder, as determined by said audit; and/or (2) AIRLINE has failed to maintain true and complete books, records, accounts, and supportive source 24 documents in accordance with Paragraph 7.07.C. 7.08 Security for Payment A. Unless Signatory Airline has provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of this Agreement without the occurrence of any act or omission that would have been an event enumerated in Section 12.01 of this Agreement, if this Agreement had been in effect during that period, AIRLINE shall provide CITY on the Effective Date of this Agreement with a contract bond, irrevocable letter of credit or other similar security acceptable to CITY ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals, Fees and Charges payable by AIRLINE pursuant to this Article 7, to guarantee the faithful performance by AIRLINE of its obligations under this Agreement and the payment of all Rentals, Fees and Charges due hereunder. AIRLINE shall be obligated to maintain such Contract Security in effect until the expiration of twelve (12) consecutive months during which period AIRLINE commits no event enumerated in Section 12.01 of this Agreement. Such Contract Security shall be in a form and with a company reasonably acceptable to CITY. In the event that any such Contract Security shall be for a period less than the full period required by this Paragraph 7.08.A or if Contract Security shall be canceled, AIRLINE shall provide a renewal or replacement Contract Security for the remaining required period at least sixty (60) days prior to the date of such expiration or cancellation. B. Notwithstanding the above Paragraph 7.08.A, CITY shall have the right to waive such Contract Security requirements for a Signatory Airline which has not provided regularly scheduled flights to and from the Airport during the twelve (12) months prior to the Effective Date of its Signatory Airline agreement. Any such waiver by CITY shall be conditioned upon said Signatory Airline having provided regularly scheduled flights at six (6) other airports with activity levels and characteristics similar to Airport during the most recent twelve (12) month period, without committing any material default under the terms of the respective lease and use agreements at each of the six (6) facilities, and without any history of untimely payments for rentals, fees and charges. The burden shall be an AIRLINE to demonstrate to CITY its compliance with these requirements by providing written documentation from six (6) other airports selected by Airport. C. If AIRLINE is delinquent in any debt due to the CITY for a period greater than ninety (90) days and/or continuously delinquent for a period of six (6) months, CITY shall impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. D. Upon the occurrence of any AIRLINE actor omission that is an event enumerated in Section 12.01, or upon election to assume this Agreement under Federal Bankruptcy Rules and Regulations and Federal 25 Judgeship Act of 1990, as such may be amended, supplemented, or replaced, CITY, by written notice to AIRLINE given at any time within ninety (90) days of the date such event becomes known to CITY, may impose or re -impose the requirements of Paragraph 7.08.A on AIRLINE. In such event, AIRLINE shall provide CITY with the required Contract Security within ten (10) days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration of a period of eighteen (18) consecutive months during which AIRLINE commits no additional event enumerated in Section 12.01. E. If AIRLINE shall fail to obtain and/or keep in force such Contract Security required hereunder, such failure shall be grounds for immediate cancellation of this Agreement pursuant to Section 12.01. CITY' s rights under this Section 7.08 shall be in addition to all other rights and remedies provided to CITY under this Agreement. 7.09 Passenger Facility Charge. A. AIRLINE acknowledges that CITY shall have the right to assess Airline passengers a Passenger Facility Charge ("PFC") for the use of the AIRPORT in accordance with 49 U.S.C. §40117 and the rules and regulations there under (14 CFR Part 158, herein the "PFC Regulations") and as otherwise hereinafter authorized or permitted. AIRLINE shall collect on behalf of and remit to CITY any such charges in accordance with the requirements of the PFC Regulations, including but not limited to holding any charges collected by the AIRLINE, pending remittance to CITY, in trust for the benefit of CITY. CITY shall have the right to use all such PFC revenue collected in any lawful manner. B. AIRLINE and CITY shall be bound by and shall observe all of the provisions of the PFC Regulations as they apply to either or both parties. C. If AIRLINE fails to remit PFC revenue to CITY within the time limits established by the PFC Regulations (no later than the last day of the following calendar month), AIRLINE shall be deemed to be in default pursuant to Section 12.01. Any late payment of PFC's shall be subject to interest computed in accordance with Section 7.06. 7.10 Capitalized Interest on Bonds. Bonds issued by the CITY will provide for the capitalization of interest, by project, during the construction period for each respective project; and the CITY intends for Debt Service on Bonds to be capitalized until Substantial Completion of projects financed, in part, from the proceeds of Bonds. Provided, however, that in the event any Debt Service applicable for Bonds shall become payable from Revenues prior to Substantial Completion of projects, the Debt Service will be allocated to Cost 26 Centers in the same manner as the related project costs (net of any PFC funding) are allocated to Cost Centers. 7.11 Continuation of Rent . Signatory Airlines that cease service at the Airport prior to the end of the term of the Agreement as provided for in Section 13.01 will continue to pay rent on Exclusive and Preferential Use Premises and twenty percent of the Joint Use Charge until the end of the Term of the Agreement. 7.12 No Further Charges. Except as provided in this Agreement, no further Rentals, Fees or Charges shall be charged by the CITY to AIRLINE, for the use of AIRLINE's Leased Premises and other facilities, and the rights, licenses, and privileges granted to AIRLINE in Article 5 of this Agreement. The foregoing provision shall not be construed to prohibit the CITY from imposing fees and charges for the use of specified equipment, facilities, or additional services at the Airport or from imposing fines, penalties, or assessments for the enforcement of the CITY's rules and regulations. 7.13 Charges For Services. The provisions contained in Section 7.12 shall not preclude the CITY from seeking reimbursement from AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non - Signatory Airlines for the cost of services provided to AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non -Signatory Airlines in compliance with any federal law or rule or regulations which is enacted or amended subsequent to the execution of this Agreement, or for any services or facilities provided subsequent to the execution date of this Agreement, the cost of which is not currently included in the estimated requirement used to calculate Rentals, Fees and Charges under this Agreement. ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 8.01 Annual Rate Changes. A. No later than sixty (60) days prior to the end of each Fiscal Year, CITY shall notify AIRLINE of the proposed Landing Fee and Charges for the ensuing Fiscal Year. Said Landing Fee shall be based upon budgeted Revenues, O&M Expenses, Annual Capital Outlay, and projected Capital Improvements, including coverage and required reserves determined and presented to AIRLINE substantially in conformance with the methods and format set forth in Exhibit "G". Rental rates will be set according to the rates included in Exhibit "G". The allocation of oil and gas lease revenues ("O&G Revenues") identified in Exhibit "G-1.1" shall apply through the Term of this Agreement; however, to the extent that the O&G Revenues exceed one 27 million dollars ($1,000,000) in any Fiscal Year, the O&G Revenues allocation will be modified in excess of that amount such that fifty percent (50%) of the O&G Revenues will be applied to the Airfield cost center and fifty percent (50%) will be allocated to the Aviation Discretionary Fund as identified in Exhibit "G-1.1". The Airline allocation will first be applied to offset the Airline Requirement in the Airfield cost center for the then current fiscal year based on the landed weight of all Signatory Airlines. In the event that the amount of O&G Revenues to be applied to the Airfield cost center exceeds the Airline Requirement, then any such surplus will be applied toward the Airline Requirement associated with the Terminal cost center for the then current fiscal year on a square footage basis. In the event that the amount of O&G Revenues to be applied toward the Airline Requirement associated with the Terminal cost center exceeds the Airline Requirement, then at the end of the Term, any remaining surplus amounts will be credited to the previous fiscal year(s) of this Agreement based on pro rata total rates and charges paid by the Signatory Airlines during the period. In the event that any Airline surplus exists and all Airline Requirements for the full term of this Agreement have been credited as outlined above, the distribution of all remaining Airline surplus will be allocated to the Signatory Airlines as negotiated between the Airlines and the Airport Director. S. The Signatory Airlines through the AAAC shall have the right to review and comment upon the proposed operating budget through a consultation process. No later than thirty (30) days after the forwarding of a proposed schedule of rates for Landing Fees and Charges, CITY agrees to meet or arrange a conference call with the AAAC ata mutually convenient time for the purpose of discussing such Landing Fees and Charges. In advance of said meeting, CITY shall make available to the AAAC any reasonably requested additional information relating to the determination of the proposed rates. CITY agrees to fully consider the comments and recommendations of the Signatory Airlines prior to finalizing its schedule of rates for Rentals, Fees and Charges for the ensuing Fiscal Year. C. Following said meeting/conference call, and prior to the end of the then current Fiscal Year, CITY shall notify AIRLINE of the rates for the Landing Fees and Charges to be established for the ensuing Fiscal Year. D. If calculation of the new rates for Landing Fees and Charges is not completed by CITY and the notice provided in Paragraph 8.01 C. is not given on or prior to the end of the then current Fiscal Year, the AIRLINE will by provided written notice that rates for Landing Fees and Charges then in effect shall continue to be paid by AIRLINE until such calculations are concluded and such notice is given. Upon the conclusion of such calculations and the giving of such notice, CITY shall determine the difference(s), if any, between the actual Landing Fees and Charges paid by AIRLINE to date for the then current Fiscal Year and the Landing Fees and Charges that would have been paid by AIRLINE if said rates had been in effect beginning 28 on the first day of the Fiscal Year. Said differences shall be applied to the Landing Fees or Charges for which a difference(s) in rates resulted in an overpayment or underpayment, and shall be remitted by AIRLINE or credited or refunded by CITY in the month immediately following the calculation of the new Fiscal Year rates or over the remaining months of the then current Fiscal Year as determined by the CITY. 8.02 Other Rate Changes. Landing, Fees and Charges may be changed up to once per fiscal year at any other time that unaudited monthly Airport financial data indicates that total Landing Fees and Charges payable pursuant to the then current rate schedules are estimated and anticipated by CITY to vary by more than ten percent (10%) from the total Landing Fees and Charges that would be payable based upon the use of the projected monthly financial data then available for said Fiscal Year. Rates for Landing Fees and Charges may also be changed whenever required by the terms and provisions of the Master Bond Ordinance No. 024163; which is available in the Airport Administration offices for review, provided, however, that Signatory Airlines' total Landing Fees and Charges payable to CITY shall be allocated to AIRLINE in accordance with this Agreement. In the event of an emergency situation at the Airport where action is required due to respond to operational or safety related issues , the Landing Fees, and Charges may be changed within thirty (30) days, after consultation with the AAAC. 8.03 Incorporation of Exhibit "G" . Adjustments to Landing Fees and Charges, pursuant to this Agreement, shall apply without the necessity of formal amendment of this Agreement. Upon each adjustment pursuant to this Article 8, a revised Exhibit "G" showing the calculation of adjusted rates for Landing Fees and Charges, shall be prepared by CITY and transmitted to AIRLINE. Said exhibit shall then be deemed part of this Agreement without formal amendment thereto. 8.04 Settlement. Upon the earlier of (i) one hundred twenty (120) days following the close of each Fiscal Year, or(ii) as soon as audited financial data for said Fiscal Year is available, rates for Landing Fees and Charges for the preceding Fiscal Year shall be recalculated using audited financial data and the methods set forth in Exhibit "G." Upon the determination of any difference(s) between the actual Landing Fees and Charges paid by Signatory Airlines during the preceding Fiscal Year and the Landing Fees and Charges that would have been paid by Signatory Airlines using said recalculated rates, CITY shall, in the event of overpayment, promptly credit to AIRLINE of the amount of such overpayment within thirty (30) days of determination and such credit will be applied against any outstanding invoices at the time of issuance and in the event of under payment such amount shall be due within thirty (30) days of the invoice date. 8.05 CITY Covenants. A. CITY covenants that for purposes of assigning and allocating costs, it shall utilize generally accepted 29 accounting practices utilized for airports operating as an enterprise fund, include only those charges properly attributable to the Aviation System, and adhere to the requirements of the FAA's Policy Regarding the Establishment of Airport Rates and Charges. B. CITY shall operate the Aviation System in a manner so as to produce Revenues from concessionaires, tenants and other users of the Aviation System of a nature and amount which would be produced by a reasonably prudent operator of an airport of substantially similar size, use and activity, with due regard for the interests of the public. C. CITY shall use all Revenues of the Aviation System exclusively for the construction, maintenance, operation, development, financing and management of the Aviation System. ARTICLE 9: AIRLINE IMPROVEMENTS 9.01 AIRLINE Improvements. A. In accordance with Paragraph 5.01 N., AIRLINE may construct and install, at AIRLINE's sole expense, improvements in its Exclusive Use and Preferential Use Premises as AIRLINE deems to be necessary for its operations; provided, however, that the plans and specifications, location, and construction schedule for such improvement shall be subject to the advanced written approval of the Director. Provided further, that no reduction or abatement of Rentals, Fees and Charges shall be allowed for any interference with AIRLINE's operations by such construction. B. Prior to the commencement of any improvements greater than $10,000, the CITY shall have the right to require that AIRLINE shall obtain, or cause to be obtained, a contract surety bond in a sum equal to the full amount of any construction contract awarded by AIRLINE for the improvements. Said contract security bond shall name the CITY as an obligee there under and shall be drawn in a form and from such company acceptable to CITY; shall guarantee the faithful performance of necessary construction and completion of improvements in accordance with approved final plans and detailed specifications; and, shall protect CITY against any losses and liability, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely the work described. CITY reserves the right to require that AIRLINE acquires or causes to be acquired a payment bond with any contractor or contractors of AIRLINE as principal, in a sum equal to the full amount of the construction contract awarded by AIRLINE for the improvements. Said bond shall name the CITY as an obligee there under and shall guarantee payment of all wages for labor and 30 services engaged, and of all bills for materials, supplies and equipment used in the performance of said construction contract. Any work associated with such construction or installation shall not unreasonably interfere with the operation of the Airport, or otherwise unreasonably interfere with the permitted activities of other Terminal tenants and users. Upon completion of approved construction, and within sixty (60) days of AIRLINE's receipt of a certificate of occupancy, a complete set of "as built" drawings shall be delivered to the Director for the permanent record of CITY. C. AIRLINE shall furnish or require contractors to furnish satisfactory evidence of statutory worker's compensation insurance, comprehensive general liability insurance, comprehensive automobile insurance and physical damage insurance, on a builder's risk form with the interest of CITY endorsed thereon, in such amounts and in such manner as CITY may reasonably require. CITY may require additional insurance for any alterations or improvements approved hereunder, in such limits as CITY reasonably determines to be necessary. D. Any construction or installation shall be at the sole risk of AIRLINE and shall be in accordance with all applicable state and local codes and laws and subject to inspection by the Director and all other applicable inspectors. E. All improvements made to Airline's Exclusive Use and Preferential Use Premises and additions and alterations thereto made by AIRLINE, except those financed by CITY, shall be and remain the property of AIRLINE until expiration of the Term of this Agreement, Upon termination or cancellation of this Agreement, said additions and alterations shall become the property of CITY; provided, however, that any trade fixtures, signs, equipment, and other moveable personal property of AIRLINE not permanently affixed to Airline's Exclusive Use or Preferential Use Premises shall remain the property of AIRLINE, subject to the terms of Article 14. ARTICLE 10: DAMAGE OR DESTRUCTION 10.01 Partial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be partially damaged by fire or other casualty, but said circumstances do not render AIRLINE's Leased Premises untenable as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. No abatement of rentals shall accrue to AIRLINE so long as AIRLINE's Leased Premises remain tenantable. 31 10.02 Substantial Damage. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be so extensively damaged by fire or other casualty as to render any portion of said AIRLINE's Leased Premises untenable but capable of being repaired, as reasonably determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. In such case, the rentals payable hereunder with respect to AIRLINE's affected AIRLINE Leased Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered untenable bears to total AIRLINE Leased Premises until such time as such affected AIRLINE Leased Premises shall be restored adequately for use. CITY shall use reasonable efforts to provide AIRLINE with comparable alternate facilities to continue its operation while repairs are being completed, at a rental rate not to exceed that provided for in this Agreement for comparable space. 10.03 Destruction. A. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE's Leased Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of said AIRLINE Leased Premises incapable of being repaired within ninety (90) days, as reasonably determined by CITY, CITY shall notify AIRLINE of its decision whether to reconstruct or replace said space; provided, however, CITY shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to affected AIRLINE Leased Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by AIRLINE. If this occurs, Airline may terminate the letting of the AIRLINE's Leased Premises, effective as of the date of written notice to the CITY. B. In the event CITY elects to reconstruct or replace affected AIRLINE Leased Premises, CITY shall provide AIRLINE with comparable alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. C. In the event CITY elects to not reconstruct or replace affected AIRLINE Leased Premises, CITY shall meet and consult with AIRLINE on ways and means to permanently provide AIRLINE with adequate replacement space for affected AIRLINE Leased Premises. In such event, CITY agrees to amend this Agreement to reflect related additions and deletions to AIRLINE's Leased Premises. AIRLINE is not bound to accept the replacement space and may terminate this Agreement, as described in section 10.03 (A) as above. 32 10.04 Damage Caused By AIRLINE. Notwithstanding the provisions of this Article 10, in the event that due to the negligence or willful act or omission of AIRLINE, its employees, its agents, or licensees, AIRLINE's Leased Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent during the repair or replacement of said AIRLINE Leased Premises. To the extent that the costs of repairs shall exceed the amount of any insurance proceeds payable to CITY by reason of such damage or destruction, AIRLINE shall pay the amount of such additional costs to CITY. 10.05 CITY's Responsibilities. CITY shall maintain adequate levels of insurance ; provided, however, that CITY's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 10 shall in any event be limited to restoring affected AIRLINE Leased Premises to substantially the same condition that existed at the date of damage or destruction, including any subsequent improvements made by CITY, and shall further be limited to the extent of insurance proceeds and other funds available to CITY for such repair, reconstruction, or replacement; provided further that CITY shall in no way be responsible for the restoration or replacement of any equipment, furnishings, property, real improvements, signs, or other items installed and/or owned by AIRLINE in accordance with this Agreement, unless AIRLINE proves that damage is caused by negligence or willful act or omission of CITY, its officials, agents, or employees acting within the course or scope of their employment. ARTICLE 11: INDEMNIFICATION AND INSURANCE 11.01 Indem nification. A. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, Toss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property arising out of, resulting from, or incident to AIRLINE's performance of its obligations under this Agreement, or in conjunction with AIRLINE's use and occupancy of AIRLINE's Leased Premises or use of the Airport, unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. B. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its 33 officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any federal, state, or municipal laws, statutes, resolutions, or regulations, including rules or regulations of the CITY, by AIRLINE, its agents, employees, or successors and assigns in conjunction with AIRLINE' s use and/or occupancy of AIRLINE's Leased Premises or the Airport unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. C. The provisions of this Section 11.01 shall survive the expiration, termination or early cancellation of this Agreement. 11.02 Insurance. A. Without limiting or expanding AIRLINE's obligation to indemnify CITY, as provided for in Section 11.01, AIRLINE shall procure and maintain in force at all times during the Term of this Agreement occurrence form, comprehensive Airport premises liability and aviation insurance to protect against personal injury and bodily injury liability and property damage liability. The limits for Signatory Airlines operating aircraft larger than sixty (60) seats shall be in an aggregate amount of not less than $100,000,000 per occurrence, combined single limit; provided, however, coverage for non -passengers shall be not less than an aggregate amount of $25,000,000 per occurrence. The limits for Signatory Airlines operating aircraft with sixty (60) seats or less shall be in an aggregate amount of not less than $50,000,000 per occurrence, combined single limit. In addition, AIRLINE shall procure and maintain in force during the Term of this Agreement, liability insurance applicable to the ownership, maintenance, use or operation of any automobile, mobile equipment or other ground vehicle at the Airport (including owned, non -owned, or hired) in an amount not less than $5,000,000 per occurrence. B. The aforesaid amounts and types of insurance shall be reviewed from time to time by CITY and may be adjusted by CITY upon prior reasonable notice to AIRLINE if CITY reasonably determines such adjustments are necessary to protect CITY's interests. AIRLINE shall furnish CITY prior to the Effective Date hereof, a certificate or certificates of insurance as evidence that such insurance is in force. CITY reserves the right to require a certified copy of each certificate upon request. AIRLINE shall name CITY as 34 an additional insured on such insurance policy or policies to the extent of the obligations assumed by AIRLINE under Section 11.01 above. Said policies shall be issued by insurance companies of recognized financial responsibility, and in a form and content reasonably satisfactory to CITY and shall provide for thirty (30) days advance written notice to CITY prior to the cancellation of or any adverse material change in such policies. Failure to provide and/or maintain the required insurance coverage as set forth herein shall be grounds for immediate cancellation of this Agreement. C. AIRLINE shall procure and maintain in force during the Term of this Agreement, Workers' Compensation coverage in accordance with State Law and Employers Liability in an amount not less than $1,000,000 each accident and each disease through a licensed insurance company. The contract for 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 AIRLINE will be promptly met. 11.03 Waiver of Subrogation. CITY and AIRLINE hereby mutually waive any and ail rights of recovery against the other party arising out of damage or destruction of the buildings, AIRLINE's Leased Premises, or any other property from causes included under any property insurance policies to the extent such damage or destruction is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused by the parties, their officers, employees or agents, but only to the extent that the insurance policies then in force permit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the primary insured. ARTICLE 12: CANCELLATION BY CITY 12.01 Events of Default. The events described below shall be deemed events of default by AIRLINE hereunder: A. Upon the occurrence of any one of the following events of default, CITY may give thirty (30) day written notice as provided in Section 12.03. (1) The appointment of a trustee, custodian, or receiver of all or a substantial portion of AIRLINE's assets or the subletting of AIRLINE'S Leased Premises without City Council authorization except as 35 permitted under Article 15. (2) The divestiture of AIRLINE's estate herein by operation of law, by dissolution, or by liquidation. (3) The AIRLINE shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or shall seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof. (4) The voluntary discontinuance for a period of at least sixty (60) consecutive days by AIRLINE of its operations at the Airport unless otherwise approved by CITY in writing, except when discontinuance is due to fire, earthquake, strike, governmental action, default of the CITY, or other cause beyond AIRLINE's control, and if the AIRLINE's Leased Premises have not been assigned or sublet pursuant to Article 15. (5) The failure to cure a default in the performance of any of the material terms, covenants and conditions required herein within thirty (30) days of receipt of written notice by CITY to do so; or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by AIRLINE of written demand from CITY to do so, AIRLINE fails to commence the remedying of such default within said thirty (30) days following such written notice, or having so commenced, shall fail thereafter to continue as promptly as reasonably practical the curing thereof; provided however, AIRLINE's performance under this Paragraph 12.01 shall be subject to the provisions of Section 18.24 of this Agreement. AIRLINE shall have the burden of proof to demonstrate to the CITY's satisfaction (1) that the default cannot be cured within thirty (30) days, and (ii) that it is proceeding with diligence to cure said default, and that such default will be cured within a reasonable period of time. B. Upon the occurrence of any one of the following events of default, CITY may immediately issue written notice of default. (1) The failure by AIRLINE to pay any part of the Rentals, Fees and Charges, PFC's or any other sum due hereunder and the continued failure to pay said amounts in full within ten (10) days of CITY's written notice of payments past due. Provided, however, if a dispute arises between CITY and AIRLINE with respect to any obligation or alleged obligation of AIRLINE to make payments to CITY, payments under protest by AIRLINE of the amount due shall not waive any of AIRLINE'S rights to contest the validity or amount of such payment. 36 (2) The failure by AIRLINE to maintain the minimum required insurance coverage as required by Section 11.02, provided that CITY shall have the right to immediately suspend AIRLINE's right to operate at the Airport until AIRLINE has obtained the minimum required insurance coverage. (3) If any act occurs, through the fault of neglect of AIRLINE, which operates to deprive the AIRLINE permanently of the rights, power and privileges necessary for the lawful conduct and operation of its business. 12.02 Continuing Responsibilities of AIRLINE. Notwithstanding the occurrence of any event of default, AIRLINE shall remain liable to CITY for all Rentals, Fees and Charges payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, except as otherwise provided for in this Agreement, unless CITY, at its sole discretion, elects to cancel this Agreement, AIRLINE shall remain liable for and promptly pay all Rentals, Fees and Charges accruing hereunder until termination of this Agreement as set forth in Article 3 or until this Agreement is canceled by AIRLINE pursuant to Article 13. 12.03 CITY's Remedies. Upon the occurrence of any event enumerated in Section 12.01, the following remedies shall be available to CITY: A. CITY may exercise any remedy provided by law or in equity, including but not limited to the remedies hereinafter specified. B. CITY may cancel this Agreement, effective upon the date specified in the notice of cancellation. For events enumerated in Paragraph 12.01 A., such date shall be not Tess than thirty (30) days from said date of receipt of notice. Upon such date, AIRLINE shall be deemed to have no further rights hereunder and CITY shall have the right to take immediate possession of AIRLINE's Premises. C. CITY may reenter the AIRLINE's Leased Premises and may remove all AIRLINE persons and property from same upon the date of reentry specified in CITY's written notice of reentry to AIRLINE. For events enumerated in Paragraph 12.01 A. reentry shall be not less than thirty (30) days from the date of notice of reentry. D. CITY may relet AIRLINE's Leased Premises and any improvements thereon or any part thereof at such Rentals, Fees and Charges and upon such other terms and conditions as CITY, in its sole discretion, may deem advisable, with the right to make alterations, repairs of improvements on said AIRLINE's Leased 37 Premises. In reletting the AIRLINE's Leased Premises, CITY shall be obligated to make a good faith effort to obtain terms no less favorable to CITY than those contained herein and otherwise seek to mitigate any damages it may suffer as a result of AIRLINE's event of default. E. In the event that CITY relets AIRLINE's Leased Premises, Rentals, Fees and Charges received by CITY from such reletting shall be applied: (i) to the payment of any indebtedness other than Rentals, Fees and Charges due hereunder from AIRLINE to CITY; (ii) to the payment of any cost of such reletting; and (lilt) to the payment of Rentals, Fees and Charges due and unpaid hereunder. The residue, if any, shall be held by CITY and applied in payment of future Rentals, Fees and Charges as the same may become due and payable hereunder. If that portion of such Rentals, Fees and Charges received from such reletting and applied to the payment of Rentals, Fees and Charges hereunder is less than the Rentals, Fees and Charges payable during applicable periods by AIRLINE hereunder, then AIRLINE shall pay such deficiency to CITY. AIRLINE shall also pay to CITY, as soon as ascertained, any costs and expenses incurred by CITY in such reletting not covered by the Rentals, Fees and Charges received from such reletting. F. AIRLINE shall pay to CITY all other costs, incurred by CITY in the exercise of any remedy in this Article 12, including, but not limited to, reasonable attorney fees, disbursements, -court costs, and expert fees. ARTICLE 13: CANCELLATION BY AIRLINE 13.01 Events of Default. The events described below shall be deemed events of default by CITY hereunder: A. CITY fails to keep, perform or observe any material term, covenant or condition herein contained to be kept, performed, or observed by CITY and such failure continues for thirty (30) days after receipt of written notice from AIRLINE; or, if by its nature such default cannot be cured within such thirty (30) day period, CITY shall not commence to cure or remove such default within said thirty (30) days and to cure or remove the same as promptly as reasonably practicable; provided, however, CITY' s performance under this Paragraph shall be subject to the provisions of Section 18.24 of this Agreement. B. Airport is closed to flights in general for reasons other than weather, acts of God, or other reasons beyond CITY's control or to the flights of AIRLINE, for reasons other than those circumstances within AIRLINE' s control, and Airport fails to be reopened to such flights within sixty (60) consecutive days from 38 such closure. C. The Airport is permanently closed as an air carrier airport by act of any Federal, state, or local government agency having competent jurisdiction; or AIRLINE is unable to use Airport for a period of at least ninety (90) consecutive days due to any law or any order, rule or regulation of any governmental authority having jurisdiction over the operations of the Airport; or any court of competent jurisdiction issues an injunction preventing CITY or AIRLINE from using Airport for airport purposes, for reasons other than those circumstances within its control, and such injunction remains in force for a period of at least ninety (90) consecutive days. D. The United States Government or any authorized agency of the same (by executive order or otherwise) assumes the operation, control or use of the Airport in such a manner as to substantially restrict AIRLINE from conducting its operations, if such restriction be continued for a period of sixty (60) consecutive days or more. 13.02 AIRLINE's Remedy. AIRLINE termination, due to events of default in provisions of Section 13.01, shall not be effective unless and until at least thirty (30) days have elapsed after written notice to CITY specifying the date upon which such termination shall take effect and the reason for such termination. CITY may cure the cause of such termination within said (30) day period, or such longer time as the parties may agree thereto. In the event, of termination AIRLINE shall surrender the AIRLINE's Leased Premises in accordance with Article 14 hereof. if the termination is due to provisions related to Section 13.01, all Rentals, Fees and Charges payable by AIRLINE shall continue in force until the space is fully vacated. ARTICLE 14: SURRENDER OF AIRLINE PREMISES 14.01 Surrender and Delivery. Upon termination or cancellation of this Agreement, AIRLINE shall promptly and peaceably surrender to CITY AIRLINE's Leased Premises and all improvements thereon to which CITY is entitled in good and fit condition, reasonable wear and tear excepted; provided, however, nothing in this Section shall be construed to modify the obligations of the parties set forth in [Article 10 and Article 11]. 14.02 Removal of Property. AIRLINE shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in AIRLINE, unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within thirty (30) business days following termination of this Agreement, 39 whether by expiration of time or otherwise, as provided herein, subject to any valid lien which CITY may have thereon for unpaid Rentals, Fees and Charges. AIRLINE shall not abandon any portion of its property at the Airport without the written consent of CITY. Any and all property not removed by AIRLINE within thirty (30) business days following the date of termination of this Agreement shall, at the option of CITY, (i) become the property of CITY at no cost to CITY; (ii) be stored by CITY, at no cost to CITY; or (iii) be sold at public or private sale at no cost to CITY. All of the AIRLINE's personal property located on the AIRLINE's Leased Premises is at the risk of the AIRLINE only, and CITY is not liable for damage to said personal property to the AIRLINE's Leased Premises, or to the said AIRLINE. Except as may be agreed to otherwise by CITY and AIRLINE, all CITY property damaged by or as a result of the removal of AIRLINE's property shall be restored by AIRLINE to the condition existing before such damage Tess reasonable wear and tear at AIRLINE's expense. 14.03 Holding Over. In the event AIRLINE continues to occupy the AIRLINE's Leased Premises beyond the term of this Agreement or any extension thereof without CITY's written renewal thereof, such holding aver does not constitute a renewal or extension of this Agreement, but creates, upon the same terms and conditions, a tenancy from month to month which may be terminated at any time by CITY or AIRLINE by giving thirty (30) days written notice to the other party. ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS 15.01 Assignment and Subletting by AIRLINE. A. Except for an assignment to a parent, affiliate, or subsidiary, which is hereby authorized, AIRLINE may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement, or any part of the AIRLINE's Leased Premises, to any party including designated Affiliate Airlines that operate as a single entity at the Airport without the prior written approval of the CITY, which approval will not be unreasonably withheld. The above prohibition does not apply with respect to any company with which AIRLINE may merge or consolidate, or which may acquire substantially all of the AIRLINE's assets. In the event that AIRLINE shall, directly or indirectly, assign, sell, hypothecate or otherwise transfer this Agreement, or any portion of AIRLINE's Leased Premises, without the prior written consent of the CITY except as allowed for above, the CITY, in its sole discretion may terminate this Agreement. B. Except for a sublease to any company with which AIRLINE merges or consolidates, or acquires substantially all of the AIRLINE's assets, AIRLINE shall not sublease AIRLINE's Leased Premises without 40 the prior written consent of CITY, which consent may be withheld if CITY has substantially similar space available, but unleased, or if CITY can make such space available for lease within a reasonable time. Exclusive or preferential use of AIRLINE's Exclusive Use Premises or any part thereof, or preferential use of AIRLINE's Preferential Use Premises or any part thereof, by anyone other than AIRLINE or a Scheduled Air Carrier being handled by AIRLINE shall be deemed a sublease. C. AIRLINE shall include with its request for permission to assign or sublease, a copy of the proposed assignment or sublease agreement, if prepared. In the event such proposed agreement has not been prepared, a written summary of the material terms and conditions to be contained in such agreement shall be included with AIRLINE's request for tentative approval by the CITY. The assignment or sublease agreement or written summary submitted with AIRLINE' s request shall include the following information: (i) the term; (ii) the area or space to be assigned or subleased; (iii) the sublease rentals to be charged; and (iv) the provision that assignee or sub lessee must execute a separate operating agreement with CITY. Any other information reasonably requested by CITY pertaining to said sublease or assignment shall be promptly provided by AIRLINE. A fully executed copy of such sublease or assignment shall be submitted to CITY for final approval before occupancy of AIRLINE's Leased Premises, or any portion thereof, by the assignee or sub lessee. D. In the event the Rentals, Fees and Charges for subleased premises exceed the Rentals, Fees and Charges payable by AIRLINE for said premises pursuant to this Agreement, AIRLINE shall pay to CITY the excess of the Rentals, Fees and Charges received from the sub lessee over that specified to be paid by AIRLINE herein; provided, however, AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified sublease rental and such fee shall not be considered part of excess Rentals, Fees and Charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and to charge for use of utilities and other services being paid for by AIRLINE. E. Nothing in this Article 15 shall be construed to release AIRLINE from its obligations under this Agreement, including but not limited to, the payment of Rentals, Fees and Charges provided herein. ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES 16.01 Declaration of Intent. The parties acknowledge the objective of CITY to offer to all Air Transportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal. Recognizing that physical and financial limitations may preclude timely expansion of the Terminal and 41 Aircraft Parking Apron areas to meet the stated requests of AIRLINE and/or such other Scheduled Air Carriers ("Requesting Airlines") for additional facilities, CITY hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of Terminal and Aircraft Parking Apron areas to be achieved, if necessary, through sharing or reassigning, from time to time, of gate positions and other passenger handling facilities. 16.02 Accommodation of Requesting Airlines. A. AIRLINE shall cooperate with CITY to accommodate the needs of a Requesting Airline by permitting such Requesting Airline to utilize AIRLINE's Preferential Leased Premises for the time period(s) necessary to permit passenger loading and unloading operations in conjunction with the scheduled operations of such Requesting Airline at times when the use of such facilities shall riot interfere with AIRLINE's planned operations or those of its approved sub lessees, licensees or permittees. In determining if AIRLINE shall be required to accommodate a Requesting Airline, the CITY shall consider AIRLINE's capabilities, capacity, facilities and therefore, after taking into account AIRLINE' s own requirements and contractual obligations, the compatibility of said Requesting Airline's proposed operations with those of AIRLINE, and the need for labor harmony. CITY shall not require AIRLINE to accommodate a Requesting Airline if CITY has unassigned gates which can reasonably accommodate the needs of said Requesting Airline. AIRLINE's accommodation of a Requesting Airline shall be subject to the following: 1) a written agreement between AIRLINE and Requesting Airline, approved in writing by CITY prior to the effective date thereof, 2) Requesting Airline enters into an agreement with CITY to operate at the Airport, and 3) a written agreement between AIRLINE and requesting Airline identifying indemnification and insurance requirements consistent with the terms of this Agreement.. In order to make sure that all users of Airport facilities will be treated equally and that AIRLINE will be properly reimbursed for the use of AIRLINE's Leased Premises, AIRLINE will compute prorated fees and charges for Exclusive and Preferential Use Premises based on flight and enplanement data of both airlines and may not charge more than 100% of the charges AIRLINE is responsible to pay to the CITY for the rights and privileges granted herein. AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified fees and charges and such fee shall not be considered part of fees and charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and charge for use of utilities and other services being paid for by AIRLINE. B. AIRLINE shall cooperate with CITY to accommodate other Air Transportation Companies from time to time, as deemed necessary by CITY for situations including, but not limited to unscheduled flights including charters, diversions due to weather, and other circumstances not otherwise accommodated or handled by a Signatory Airline, and scheduled flights for which the Scheduled Air Carrier has no assigned 42 gates. Provided, however, AIRLINE shall not be required to accommodate such other Scheduled Air Carriers pursuant to this Paragraph 16.02.B. if all of AIRLINE's gate positions are occupied by AIRLINE's flights or flights of other Scheduled Air Carriers already being accommodated by AIRLINE at the time of said flight needing to be accommodated. For purposes of this provision, the overnight parking of AIRLINE's aircraft at a gate position or parking of AIRLINE'S aircraft at a gate position other than between one (1) hour before arrival or one (1) hour after scheduled departure of AIRLINE' s aircraft shall not be deemed occupation of said gate position. If AIRLINE accommodates such other Scheduled Air Carriers then said other Scheduled Air Carrier shall be required to vacate AIRLINE's gate position at least (1) hour prior to AIRLINE's next scheduled flight arrival/departure at said gate position. The accommodated carrier shall pay AIRLINE's reasonable costs incurred in removing AIRLINE' s aircraft from or moving AIRLINE's aircraft to the gate positions. C. Subject to the provisions of Sections 15.01 and 15.02, nothing contained in this Article shall prevent or prohibit AIRLINE from electing to enter into an agreement with other Scheduled Air Carriers authorized to operate at the Airport and desiring the joint use of AIRLINE's Leased Premises as provided in Article 15 herein with approval of CITY_ ARTICLE 17: GOVERNMENT INCLUSION 17.01 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future agreements between CITY and the United States Government or other governmental authority, relative to the operation or maintenance of the Aviation System, the execution of which has been or will be required as a condition precedent to the granting of Federal or other governmental funds for the development of the Aviation System, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other airports receiving such funds. CITY agrees to provide AIRLINE written advance notice of any provisions which would adversely modify the material terms of this Agreement. 17.02 Federal Government's Emergency Clause. All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Aviation System or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Aviation System by the United States of America. 17.03 Nondiscrimination 43 A. AIRLINE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that (i) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of AIRLINE's Leased Premises, (ii) in the construction of any improvements on, over, or under AIRLINE's Leased Premises and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (iii) AIRLINE shall use the AIRLINE's Leased Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Airport Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Regulations may be amended. B. AIRLINE acknowledges that the provisions of 49 CFR, Part23, Disadvantaged Business Enterprises (DBE), as said regulations may be amended, and such other similar regulations may be enacted, may be applicable to the activities of AIRLINE under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with the Federal Aviation Administration and the U.S. Department of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records of good faith compliance efforts, which would be subject to review by the various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to Disadvantaged Business Enterprises. C. In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to cancel this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. 17.04 Security AIRLINE must comply with, and require compliance by its sub lessees, if any, and both its and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business invitees, with all present, amended, and future laws, rules, regulations, or ordinances promulgated by the CITY, the Airport Security Plan ("ASP"), the Federal Aviation Administration ("FAA"), Department of Homeland Security ("DHS") or other governmental agencies to protect the security and integrity of the Secured Area ("SA"),the Air Operations Area ("AOA"), and the Security Identification Display Area ("SIDA"), as defined by the Airport, the FAA, and TSA, and to protect against access to the SA, AOA, and SIDA by unauthorized persons. Subject to the approval of the Director, the AIRLINE must adopt procedures to control and limit access to the SA, AOA, and SIDA 44 by the AIRLINE, its sub lessees, and its and their respective contractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future ASP, FAA, and DHS laws, rules, regulations, and ordinances. AIRLINE further agrees to indemnify, hold harmless, defend and insure the CITY, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or property, or fees and expenses, direct or consequential, arising from entry of the SA or S IDA permitted, allowed or otherwise made possible by AIRLINE, its sub lessees or its or their respective contractors, suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of AIRLINE, which entry violates CITY, ASP, FAA, or DHS laws, rules, regulations, or ordinances or AIRLINE's Director - approved procedures for controlling access to the SA or S IDA as provided hereinabove. The AIRLINE must obtain employee identification badges for all personnel authorized by the AIRLINE to have access to the SA, AOA, or SIDA, in accordance with the provisions of Federal Aviation Regulations, 49CFR Part 1542, and other laws, rules, regulations and ordinances. AIRLINE must pay all fines associated with security breaches/infractions by AIRLINE or its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or SIDA, regardless of whether the fine is assessed to CITY, Airport or AIRLINE and/or its sub lessees, and its or their respective agents, officers, business invitees or employees however AIRLINE may contest such fine in accordance with administrative procedures of the agency issuing the fine. ARTICLE 18: GENERAL PROVISIONS 18.01 Subordination to Master Bond Ordinance A. This Agreement and all rights granted to AIRLINE hereunder are expressly subordinated and subject to the lien and provisions of the pledges, transfer, hypothecation or assignment made by CITY in the Master Bond Ordinance No. 024163. CETY and AIRLINE agree that to the extent required by the Master Bond Ordinance No. 024163 or law, the holders of the Bonds or their designated representatives shall have the right to exercise any and all rights of CITY hereunder. B. CITY shall notify AIRLINE in advance of any amendments or supplements to the Master Bond Ordinance No. 024163 that would materially alter the terms and provisions of this Agreement. CITY and AIRLINE shall use their commercially reasonable efforts to agree on the implementation of any such material amendments or supplements desired solely by CITY for its own purposes. C. With respect to property leased by the CITY to AIRLINE hereunder which was or is to be acquired by the CITY with proceeds of Bonds, the interest on which is, or is intended to be, excludable from the gross 45 income of the holders of such Bonds for federal income tax purposes, the parties hereby covenant to protect the tax-exempt status of the Bonds. 18.02 Non -waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this Agreement to be performed, kept and observed by the other party shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and conditions to be performed, kept and observed by the other party and shall not be deemed a waiver of any right on the part of the other party to cancel this Agreement as provided herein. 18.03 Rights Non -Exclusive. Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges and licenses granted under this Agreement, except in Exclusive Use Premises, are "non-exclusive" and CITY reserves the right to grant similar privileges to others. 18.04 Quiet Enjoyment. A. CITY agrees that, so long as AIRLINE' s payment of Rentals, fees and Charges is timely and AIRLINE keeps all covenants and agreements contained herein, AIRLINE shall peaceably have and enjoy AIRLINE's Leased Premises and all rights, privileges and licenses of the Airport, its appurtenances and facilities granted herein, subject to the terms and conditions herein contained. B. Consistent with the nature of AIRLINE's business, AIRLINE agrees that occupancy of AIRLINE's Leased Premises will be lawful and quiet and that it will not knowingly use or permit the use of AIRLINE's Leased Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other tenants or the general public. AIRLINE shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision. 18.05 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall relieve the other party, without liability, of any obligation to accept such performance. 18.06 Aviation Rights. CITY reserves unto itself, its successors, and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport, including AIRLINE's Leased Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at the Airport. 46 18.07 Rules and Regulations. A. AIRLINE, its officers, employees, agents and others under its control shall observe and obey all laws, regulations, and orders of the Federal, state, county and municipal governments which may be applicable to AIRLINE'S operations at the Airport. S. CITY may from time to time adopt, amend or revise reasonable and non-discriminatory rules and regulations for the conduct of operations at the Airport, for reasons of safety, health, preservation of the property or for the maintenance of the good and orderly appearance of the Airport. AIRLINE, its officers, employees, agents, and others under its control shall faithfully comply with and observe such rules and regulations, except as they may conflict with the terms and provisions of this Agreement, or the regulations of another governmental authority having appropriate jurisdiction. C. AIRLINE shall be strictly liable and responsible for obtaining, maintaining current, and fully complying with, any and all permits, licenses, and other governmental authorizations, however designated, as may be required at any time throughout the entire term of this Agreement by any Federal, state, or local governmental entity or any court of law having jurisdiction over AIRLINE or AIRLINE's operations and activities at the Airport. 18.08 inspection. AIRLINE shall allow CITY's authorized representatives access to AIRLINE'S Leased Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected with the performance of its obligations under this Agreement; ar, in the exercise of its governmental functions. Except in the case of an emergency, upon reasonable advanced notice, CITY shall conduct such inspections during reasonable business hours with reasonable notice and in the presence of AIRLINE'S representative. 18.09 No Individual Liability. No member, officer, agent, director, or employee of CITY or AIRLINE shall be charged personally or held contractually liable by or to the other party under the terms or provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution. 18.10 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties hereto. It is understood and agreed that neither the method of computation of rentals, fees and charges, nor any other provisions contained herein, nor any acts of the parties hereto, creates a relationship other than the relationship of landlord and tenant. 47 18.11 Capacity to Execute. The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein. 18.12 Savings. The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The parties further acknowledge that this Agreement is the result of negotiations between the parties and shall not be construed against CITY by reason of the preparation of this Agreement by CITY. 18.13 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18.14 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a part of this Agreement. 18.15 Titles. Paragraph titles are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or extent of any provision of this Agreement. 18.16 Severability_ In the event that any covenant, condition or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either CITY or AIRLINE in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement_ 18.17 Amendments. This Agreement constitutes the entire agreement between the parties. Except as provided in Sections 4.01 and 8.03, no amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 18.18 Most Favored Nations. CITY covenants and agrees not to enter into any agreement with any Air Transportation Company which (1) makes substantially similar use of the Airport, (ii) operates substantially similar aircraft, and (iii) utilizes substantially similar facilities to that of AIRLINE, which contains more favorable terms than this Agreement, or to grant to any such Scheduled Air Carrier rights or privileges with respect to the Airport which are not afforded to AIRLINE hereunder unless substantially the same terms, rights, privileges and facilities are 48 concurrently made available to AIRLINE. 18.19 Other Agreements. Other than as set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict or modify in any manner the provisions of any other Agreement or contract between CITY and AIRLINE authorizing the use of the Airport, its facilities and appurtenances. 18.20 Approvals A. Whenever this Agreement calls for approval by CITY, such approval shall be evidenced by the written approval of the Director. B. Any approval required by either party to this Agreement shall not be unreasonably withheld or delayed. 18.21 Notices (A) All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission, with proof of confirmed delivery. (C) All such communications must only be made to the following: If to the City: Director of Aviation City of Corpus Christi 1000 International Drive Corpus Christi, TX 78406 Fax: (361) 289-0251 If to the Airline: Name Address City, State, Zip Fax: 49 (D) Either party may change the address to which notice is sent by using a method set out above. The AIRLINE shall notify the CITY of an address change within ten (10) business days after the address is changed. 18.22 Agent For Service. Itis expressly understood and agreed that if AIRLINE is nota resident of the State of Texas, or is an association or partnership without a member or partner resident of said state, or is a foreign corporation not licensed to do business in Texas, then in any such event, AIRLINE shall appoint an agent for the purpose of service of process in any court action between it and CITY arising out of or based upon this Agreement. AIRLINE shall immediately notify CITY, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the State of Texas for service upon a non-resident engaging in business in the State. It is further expressly agreed, covenanted and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, AIRLINE may be personally served out of the State of Texas by the registered mailing of such service at the address set forth in Section 18.21. 18.23 Governing Law. This Agreement is to be read and construed in accordance with the laws of the State of Texas. The parties hereto agree that any court of proper jurisdiction presiding in Nueces County, Texas shall be the forum for any actions brought hereunder. 18.24 Force Majeure. Except as herein provided, neither CITY nor AIRLINE shall be deemed to be in default hereunder if either party is prevented from performing any of the obligations, other than the payment of Rentals, Fees and Charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, weather conditions, riots, rebellion, war, acts of terrorism, or sabotage, or any other circumstances for which it is not responsible or which are not within its control. 18.25 Entire Agreement. it is understood and agreed that this instrument contains the entire agreement between the parties hereto. It is further understood and agreed by AIRLINE and CITY that CITY and CITY' s agents and AIRLINE and AIRLINE'S agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement, except as in this Agreement expressly set forth, and that no claim or liability or cause for termination shall be asserted by either party, and neither party shall be liable by reason of, the breach of any representations or promises not expressly stated in this Agreement. Any otherwritten or verbal agreement is expressly waived by AIRLINE and CITY. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ATTEST: CITY OF CORPUS CHRISTI 50 ATTEST: Printed Name: Title: rna akapa_ 3erj APPROVED AS TO LEGAL FORM THIS CITY OF CORPUS CHRISTI City Manager46- Pirated Name: 0-/lULL R. ESC` -f f` ! DAY OF it % , 2009: 1 Assis t City Attorney For C t, Attorney Printed Name: Date: C., Printed Name: a ind t 1114 i Title: rO-fo rTleS Date: 7 k )o QLJ22.LMJTHORtZ LD el COUNCIL _ n .t. ! 6)`1 =WARY , SOUTHWEST AIRLINES CO. ✓mak / , -ID Pirated Name: 1 cin > > ti \I D Title: X2C `� , - y . CO rVe.),C'Gk-ce ry cGE_S Date: ! J 1 v /09 51 EXHIBIT A AIRPORT BOUNDARIES All Exhibits to be replaced by a separate document AIRPORT LAYOUT PLAN V7 V wr CORPUS CHRISTI INTERNATIONAL AIRPORT Corpus Cpriatl, Tem 1.12 52 EXHIBIT B AIRLINE'S LEASE© PREMISES SOUTHWEST AIRLINES The Leased Premises, including Exclusive Use, Preferential Use, and Joint Use Premises, for the AIRLINE are described below: Fig. CI&C2 2837.83 Square feet of ticket counter, office and baggage makeup space for the Exclusive Use of the Airline Fig. C3 Fig. C4 Fig. C6 Fig. C9 427.50 Square feet of operational space for Exclusive Use of the Airline 2293.47 Square feet of passenger hold room space for Preferential Use of the Airline. 6002.53 Square feet of space for baggage drop and baggage claim for Joint Use of Airline. 1 Apron position(s) for Preferential Use of the Airline 27'-11" American Ticket Counter (6 POSITIONS) 29'— 7" FutureTicket Counter NEW AMERICAN ATO (2,743.26 SF) TICKETING (311.60 SF) QUEUEING (279.10 SF) TOTAL AREA (3,333.96 SF) FUTURE ATO — ATD (1,104.22 9 T1CKE11NG (295.80 9 QUEUEING (295.80 SF TOTAL AREA(1.695.82 SF) FIGURE C1 LEASED SPACE SOUTHWEST ATO AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. 49'6" Corpus Christi International Airport 32'-2" 4`1 NEW ' AiOTMST (1.847.83 S TICKETING 495.00 �() 1 QUEUEING 495.00 Sr)SF TOTAL ARE 2837.83 c FUTURE ATO ATO (1,256.80 SF 0 TICKETING321.60 SF' r� QUEUEING (321.60 Sr, TOTAL AREA(1,900.00 SF, KEY MAP CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN VASQUEZ APPROVED BY: ROY DATE: 3-2009 PROD. # 2009_41RL!NLLEASE 49'6" L ,ids Christi International Airport — r Southwest Ticket Counter (8 POSITIONS) ■ NEW SOUTHWEST ATO (1,847.83 SF TICKETING (495.00 SF) QUEUEING (495.00 SF) TOTAL AREA(2,837,83 SF) FIGURE C2 LEASED SPACE SOUTHWEST ATO AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL, OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. • C7) KEY MAP CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. 8Y: BEN-VASQUEZ APPROVED BY. ROY DATE: 3-2009 PROJ. # 2009_ArRLINl=LEASE tit FIN.FLR. EL 42.45 FIGURE C3 LEASED SPACE SOUTHWEST OPS AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. SOUTHWEST OPS (427.50 SF) 30' 14' T Corpus Christi International Airport — KEY MAP 17___,..-- 5ouniwEST totiiresso CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. DWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE: 3-2009 PROJ. # 2009_AtRLJNE_LEASE SOUTh 57,5.02-CEA$E,C4-OPS AREA 27'-10" SOUTHWEST HOLDROOM 2082 2293.47 SQ. FT. r'i Corpus Christi International Airport — SOUTHWEST AIRLINE HOLDROOM 2293.47 SF FIGURE C4 LEASED SPACE SOUTHWEST HOLDROOM CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. KEY MAP SOUTHWEST CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. OWN. BY: BEN_VASQUEZ APPROVED BY ROY DATE: 3-2009 PROJ. # 2009_AIRLINE_LEASE 107'-4" BAGGAGE CLAIM 4102.31 SF 7 Corpus Christi International Airport — BAGGAGE BREAK -DOWN 1900.22 SF 115-9" 0 FIGURE C6 FUTURE LEASE BAGGAGE CLAIM AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT EFFECTIVE NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. BAGGAGE CLAIM AREA BAGGAGE BREAK -DOWN TOTAL 4102.31 SF 1900.22 SF 6002.53 SF KEY MAP Mid BAGGAGE CLAIM CITY OF CORPUS CHRISTI INTERNATIONAL AIRPORT AVIATION DEPT. DWN. BY: BEN_VASQUEZ APPROVED BY: ROY DATE 3-2009 PROJ. // 2009.AIRLINLLEASE SOUAiWESIV-09-LEASE C7-BAG44Ge GATE 1 26,757.68 205' 8. F. 1 City Gate w lMa27 MN Continental ■ 20 Southwest 2 p uI �it'AY m, 00 UPI rte- i%i J' i' II 4 S.__11---_ 1101 America iI' 1I1 :tip GATE 2 28,036.35 S.F. —Oa GAT E 3A 30,992.82 S. F. GATE 6 3,880.91 S.F. GATE 38 30,898.92 S.F. GATE 5 CO 31,773.67 S.F. cn GATE 4 11,741.72 S.F. Corpus Odd laternalionalAirport PREFERENTIAL USE OF APRON POSR!ONS MAMA O AMLINI TWA OF ANtCRAFT Of CCM O 2 SOUTMFIN>7 737 O SA CONT S7PRRSE ATA 72, 1 NN CONTINLMTAL MOaS,T]T,OCO OSA AMERICAN MALL RAJ •S! AMIMCAN MOWS ATR72 OS OILTAIAAA CIU n 114 CM'SF CORM WW1 MEM CAM 1111B1RATIMAL AIRPORT COWES WM TEM MWMOMMWMEWNWNEW MMMW S,'.F N/A *mom w wcm, t ptv Oats 5/2afc sl at No. I EXHIBIT D DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCENeed to redo with gates as joint use EXCLUSIVE USE 1 JOINT USE A • • • USE • 1. Air Conditioning Loa Baggage din Offices Claim & g & Conveyor,& Bri Ticket Baggage Operations Ticket Security dge Apron Counters Makeup Area Lobby Screening s Area a. Maintenance C C A C C C N/A b. Operation C C A C C A N/A c. Chilled Air N/A Distribution C C A N/A 2. Heating a. Maintenance C C A C C C N/A b. Operation C V A C C A N/A c. Warm Air C N/A Distribution C C A C N/a 3. Lighting a. Bulb & Tube C C Replacement C A A C C b. Maintenance C A A C C C C 4. Electrical Maintenance /1 A A A C C C C 5. Water a. Distribution N/A C 0 C C C C b. Fixtures N/A A A C C C C 6. Sewage a. Distribution N/A C C C C N/A N/A b. Fixtures N/A A A C C N/A N/A 7. Maintenance a. Other than C Structure A A A C C N/A b. Structure C C C C C C C c. Exterior C C C C C C N/A 6. Custodial Service A A A C C C A 9. Window Cleaning a. Exterior N/A b. Interior N/A C A C C C C N/A A C C C N/A NOTES: A - AIRLINE, C - City, N/A - Not Applicable. /1 AIRLINE shall be responsible for any electrical fixtures or services installed by AIRLINE. All areas not part of AIRLINE's Exclusive Use Premises shall be CITY's responsibility; provided, however, CITY shall not be responsible for any systems or services installed by AIRLINE, or systems and services installed by CITY, but modified by AIRLINE, unless otherwise agreed to by the parties hereto. 64 EXHIBIT E MONTHLY STATISTICAL REPORT MONTH and YEAR AIRLINE AFFILIATE AIRLINE Passenger Traffic CATEGORY AIRLINE AFFILIATE Number of Enplaned Passengers Gross Landing Weight per Aircraft Type Total Seats Available for Month Number of Enplaned Rev. Passengers Number of Enplaned Non - Rev. Passengers Number of Deplaned Passengers Number of Deplaned Rev. Passengers Number of Deplaned Non - Rev. Passengers Landing Data Aircraft Type Airline or Affiliate Number of Landings for the Month Gross Landing Weight per Aircraft Type Total Seats Available for Month Total Weight per Aircraft Type Total Seats Available Landing Rate $ Total Due for Landing Fees $ Cargo Total Freight Total Mail Enplaned Deplaned Enplaned Deplaned LOAD FACTOR for the Month: Signature of Company Official 65 EXHIBIT F TERMINAL EQUIPMENT The following is a list of Terminal Equipment that may be in the AIRLINE's Leased Premises and is owned by the CITY and is for the use of the Airlines: Passenger Loading Bridges Potable Water Units for Loading Bridges Passenger Lift MUFIDS PA System Podiums 66 EXHIBIT G-1 AIRPORT OPERATING FUND 4610 REQUIREMENTS FY 10 Total O&M Capital AIRPORT DIVISIONS Budget Expenditures Outlay Airfield 458,456 443,271 15,185 Facilities 334,755 334,755 0 Custodial Maintenance 534,805 534,805 0 Parking Lot 405,424 397,224 8,200 Building Maint 1,863,324 1,863,324 0 Public Safety 1,537,660 1,512,660 25,000 Operations 503,326 490,826 12,500 TOTAL Direct O&M 5,637,750 5,576,865 60,885 Administration 1,010,430 1,010,430 0 Operating Transfers: City Administration Other lnterfund Charges 341,534 16,872 TOTAL Indirect O&M 1,3680836 TOTAL O&M REQUIREMENT $ 7,006,586 Operating Reserve Fund - Coverage Reqt. (35,580) Debt Service - Other 423,206 Debt Service - 2000 Bonds 509,156 358,406 $ 6,945,701 896,783 TOTAL FUND 4610 REQUIREMENTS $ 7,903,368 $ 7,842,483 Aviation Capital Reserve Fund Transfer (151,956) TOTAL BUDGET FOR FUND 4610 $ 7,751,412 Note Disclosure Only: PFC (21 Fund 4621 Debt Service - 2000 Bonds Series A & B $ 1,076,810 7/7/2009 11:21 AM Final EXHIBIT G-1.1 AIRPORT OPERATING FUND REVENUES FY 2008 FY 10 Proposed Acct # Account Description Budget 320000 320010 320020 320030 320040 320100 320120 320130 320135 320200 320230 320300 320310 320340 320360 320380 320390 320420 320450 320460 320470 320500 320510 320520 320560 320570 320610 320650 320710 340900 343500 343501 350440 343600 Landing fees Airline space rental Apron charges Fuel flowage fees Cargo Facility Rental Resale -Electric Power -Term Fixed based operator revenue Security service Airline Janitorial Services Agricultural leases Rent -commercial non -aviation Gift shop concession Auto rental concession Restaurant concession Automated teller machines Telephone concessions Advertising concession Airport Badging Fees TSA -Check Point Fees Terminal Space Rental -Other TSA Buildout Fee Parking lot Parking fines -Airport Premium Covered Parking Rent -a -car parking Rent -a -car Security Fee Trash hauling - caterer Ground transportation Other revenue Interest on investments Oil and gas leases Oil and gas leases-Interdept Trsfr from Stores Fund A/R Finance Charges TOTAL REVENUE ar ne ayments a ae re at "�,Terminal Cr-ert-1 Aviation Dept Revenues 636,000 100% 1,026,000 100% 228,000 100% 96,000 19,404 90,000 120,000 293,616 100% 38,244 81,005 79,205 115,272 1,120,000 94,000 12,000 53,165 12,000 121,511 420,358 636,000 1,026,000 228,000 100% 96,000 100% 100% 90,000 19,404 100% 120,000 293,616 100% 38,244 100% 100% 100% 115,272 100% 1,120,000 0% 100% 94,000 100% 12,000 100% - 100% 53,165 81,005 79,205 100% 121,511 100% 420,358 100% 12,000 1,310,500 900 657,000 43,680 190,000 2,664 117,500 1,200 70,000 114,000 14,400 85.0% 1,113,925 0.0% 3% 19,710 5% 32,850 0% 100% 2,664 10% 10% 0% 11,400 1,440 $ 7,177,624 $ 2,183,616 7/7/2009 11:25 AM $ 1,362,475 $ 2,100,064 100% 15.0% 196,575 100% 900 92% 604,440 100% 43,680 100% 190,000 100% 117,500 100% 1,200 100% 70,000 90% 102,600 90% 12,960 100% - 100% - $ 1,531,469 Final DIRECT COST CENTERS EXHIBIT G-2 COST CENTER ALLOCATIONS FY 10 Direct Indirect Debt TOTAL O&M O&M Service COSTS Terminal Security 228,447 55,708 284,155 Airfield 1,804,323 439,998 50,303 2,294,624 Terminal 2,376,896 579,625 441,878 3,398,399 Parking 736,756 179,664 149,746 1,066,166 Other 405,783 98,953 112,523 617,259 ----------------- Total $ 5,552,205 $ 1,353,948 $ 754,450 $ 7,660,603 Source Exhibit G-2.1 G-2.1 G-2.2 7/7/2009 11:39 AM Final EXHIBIT G-2.1 ALLOCATION OF O&M EXPENSES FY 10 ALLOCATION OF DIVISION BUDGET TO COST CENTERS % of ** Total Direct Operating TOTAL Airfield Facilities Custodial Parking Bldg Maint P. Safety 4 Operations Direct O&M O&M Admin Transfers O&M COST CENTERS Terminal Security 0.0% 0.0% 1.0% Airfield 90.0% 33.0% 0.0% Terminal 0.0% 46.0% 95.0% _Parking 0.0% 10.0% 2.0% Other 10.0% 11.0% 2.0% ads, apron, ARFF, GA) Total Allocation 100.0% 100.0% 100.0% 0.0% 1.0% 14.0% 0.0% 0.0% 23.0% 42.0% 50.0% 0.0% 69.0% 27.0% 10.0% 100.0% 5.0% 4.0% 25.0% 0.0% 2.0% 13.0% 15.0% 100.0% 100.0% 100.0% 100,0% DIVISION BUDGET 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 1,094,370 259,578 6,906,153 Terminal Security - - 5,114 17,673 205,660 228,447 Airfield 372,814 161,994 - 406,476 616,980 246,058 1,804,323 Terminal - 225,810 485,816 - 1,219,429 396,630 49,212 2,376,896 Parking - 49,089 10,228 407,286 88,364 58,760 123,029 736,756 Other 41,424 53,998 10,228 - 35,346 190,970 73,817 405,783 (roads, apron, ARFF, GA) Total Allocation 414,238 490,892 511,385 407,286 1,767,288 1,469,000 492,116 5,552,205 la - Allocation percentages per management. /b - Allocation based on distribution of direct O&M. 4.1% 45,028 10,680 32.5% 355,642 84,356 42.8% 468,499 111,125 13.3% 145,219 34,445 7.3% 79,982 18,971 100.0% 1,094,370 259,578 /b Ib 284,155 2,244,321 2,956,521 916,420 504,736 6,906,153 7/7)2009 11:42 AM Final, EXHIBIT 0-2.2.1 BOND FUNDED ASSETS FY 2010 Bond -Funded Projects Airfield Terminal Parking Other TOTAL Fire Suppression System 3,026 3,026 R/W, TAW, Aprons 14,730 14,730 C/C, Security, Bag Claim 74,368 74,368 Rental Car Lot 77,702 77,702 Landscaping 26,655 26,855 Commercial Ramp 126,697 126,697 Main Parking Lot 597,248 597,248 Ramp Space 115,348 115,348 Terminal Building Improvements 829,566 829,566 TAN and RNV 13/31 244,093 244,093 Security Fencing 8,269 8,269 Airport Master Plan 11,000 11,000 11,000 11,575 44,575 G.A. Apron 206,523 206,523 RNV 17-35 19,454 19,454 Airport Energy Conservation 5,000 5,000 Concourse and Holdroom 565,052 1 565,052 Ticket Wing Expansion 1,263,025 1,263,025 Landscaping Study 39,787 39,787 Terminal Air Conditioning 18,865 18,865 Graphics 113,500 113,500 Terminal Roof/HVAC 1,036,205 1,036,205 RNV 17/35 229,683 229,683 TOTAL FY1981-87 653,926 3,916,581 608,248 480,816 5,659,571 CFR Vehicle Signage and Landscaping Airport Entrance Sign Reconstruct Fire Eqpt. ARFF Vehicle Parking Lot Runway 17-35 T/W Rehab for R/W 13/31 Signage and Landscaping 47,893 22,277 52,632 47,893 22,277 52,632 TOTAL FY1988 47,893 0 0 52,632 100,525 17,209 28,116 97,540 142,460 117,667 301,752 17,209 28,116 97,540 142,460 117,667 301,752 TOTAL FY1989 305,452 0 97,540 301,752 704,744 Master Plan 10,098 10,098 Land Acquisition 125,954 125,954 Terminal Interior Teminal Expansion Terminal NC for Concourse Tower HVAC Terminal Concourse & Holdroom Service center Roof/HVAC/Canopy T/W J & Commercial Apron Taxiway Rehab 13-31 Taxiway J Comm Apron TOTAL FY1991 0 0 0 136,052 136,052 34,916 34,916 1,325,416 1,325,416 39,005 39,005 1,684 1,684 391,914 391,914 913,612 913,612 293,192 293,192 TOTAL FY1992 293,192 2,706,547 0 0 2,999,739 233,336 33,297 233,336 33,297 TOTAL FY1993 266,633 0 0 0 266,633 7/7/2009 12:01 PM Final EXHIBIT G-2.2.1 BOND FUNDED ASSETS FY 2008 Bond -Funded Projects Airfield Terminal Parking Other TOTAL Parking/Revenue Control System 17,714 17,714 Parking Lot Improvements 19,681 19,681 Fencing/Access Control 99,466 99,466 G.A. Apron Ext. Fillet Widening 156,151 156,151 Gen Avn Apron/Taxiway Ltg 179,924 179,924 Boiler/Cooter Tower Replacement 27,176 27,176 TOTAL FY1994 99,466 27,176 37,395 336,075 500,112 Terminal Renovation -Roof 161,419 161,419 A!F Drainage Imp., Security Perimeter Rd. 164,700 164,700 TOTAL FY1995 164,700 161,419 0 0 326,119 Boiler/Cooler Tower Replacement 26,098 26,098 Terminal Relocate Airline 168,765 168,765 Terminal Elec Rm/Door Repl 8,646 8,646 TOTAL FY1997 0 203,509 0 0 203,509 Emergency Generator 181,252 181,252 Electrical Improvements/Sweeper/Lift 19 7,697 - 7,697 TOTAL FY1998 7,697 181,252 188,949 Terminal Space Study Plan TOTAL FY2001 58,618 - 58,618 58,618 58,618 ARFF Vehicle 59,871 59,871 West Apron Improvements 15,656 15,656 Parking and Roadway Improvements 15,340 16,430 31,770 Terminal Improvements - 2,502,745 - 2,502,745 TOTAL FY2002 75,527 2,502,745 15,340 16,430 2,610,042 Terminal Improvements - 2,756,322 - - 2,756,322 Parking and Roadway Improvements - 3,187,159 1,986,983 5,174,142 TOTAL FY2003 2,758,322 3,187,159 1,986,983 7,930,464 Terminal Improvements - 2,790,575 - - 2,790,575 Parking and Roadway Improvements 420,275 541,349 961,624 TOTAL FY2004 - 2,790,575 420,275 541,349 3,752,199 Terminal Improvements - 955,923 - 955,923 Parking and Roadway Improvements - 1,242,519 (21,281) 1,221,238 TOTAL FY2005 - 955,923 1,242,519 (21,281) 2,177,161 Terminal Improvements 328,829 328,829 Parking and Roadway Improvements 69,664 292,522 362,186 TOTAL FY2006 328,829 69,664 292,522 691,015 Terminal Improvements 228,077 228,077 Parking and Roadway Improvements 21,092 159,228 180,320 TOTAL FY2007 Estimate - 228,077 21,092 159,228 408,397 BOND -FUNDED PROJECTS FY1981-2003 1,914,486 16,817,573 5,699,232 4,282,557 28,713,848 % Distribution 6.7% 58.6% 19.8% 14.9% 100.0% 7/7/2069 12:01 PM Final ALLOCATION OF ANNUAL DEBT SERVICE EXHIBIT G-2.2 ALLOCATION OF DEBT SERVICE FY 10 % of Distribution of Bond -funded Assets by Cost Center Amount of Debt Service 754,450 COST CENTER Airfield 6.7% 50,303 Terminal 58.6% 441,878 Parking 19.8% 149,746 Other 14.9% 112,523 Totall 100.0% 754,450 Source Exhibit G-2.2.1 7/7/2009 11:57 AM Final EXHIBIT G-3 Rates and Charges Signatory Terminal Rent TERMINAL RENTAL RATES (per square FY 2009-2010 foot) Class 1 space-- ATOJHoldroom $50.00 Class 2 space --Operations Area $45.00 Class 3 space --Cargo Facility $37.51 Class 4 space--Fenced/Open Area $12.50 TERMINAL RENTAL RATES per square FY 2010-2011 foot) Class 1 space— ATO/Holdroom $50.62 Class 2 space—Operations Area $45.57 Class 3 space—Cargo Facility $37.98 Class 4 space—Fenced/Open Area $12.66 TERMINAL RENTAL RATES (per square FY 2011-2012 foot) Class 1 space-- ATO/Holdroom $51.38 Class 2 space --Operations Area $46.25 Class 3 space --Cargo Facility $38.55 Class 4 space--Fenced/Open Area $12.85 TERMINAL RENTAL RATES (per square FY 2012-2013 foot) Class 1 space— ATOJHoldroom $52.15 Class 2 space --Operations Area $46.94 Class 3 space—Cargo Facility $39.12 Class 4 space--Fenced/Open Area $13.04 TERMINAL RENTAL RATES (per square FY 2013-2014 foot Class 1 space-- ATO/Holdroom Class 2 space --Operations Area Glass 3 space --Cargo Facility Class 4 space--Fenced/Open Area Common Use Charges $52.94 $47.65 $39.71 $13.24 2009-10 Square footage 6,003 square feet 2009-10 Rate $50.00 per square foot Terminal security costs $300,150 *To be recovered by 20180 Joint Use formula based on enplaned passengers 67 Landing Fee 2009-10 Airfield costs $2,244,321 Less: Airfield credit $1,362,475 Net Allowable Costs $881,846 Landing Area @ 70% 617,292 Projected landed weight 464,129 2009-10 Landing Fee $1.33 Signatory Apron Charge 2009-10 Apron Charge per Preferential Position $56,955 *Based on five gates Per Turn Charge 2009-10 Per Turn Charge $250 *Annual minimum annual guarantee for AIRLINE operating under this Agreement and directly leasing Exclusive Use, Preferential Use, or Joint Use space is equal to the fixed twenty percent (20%) Joint Use fixed charge paid by each Signatory Airline. 2009-2010 Annual Minimum: $39,451 2009-10 Signatory Gate Use Fee $158.38 2009-10 Federal Inspection Services Fee (FIS) $2.51 per passenger 68 EXHIBIT G-4 CALCULATION OF NET REVENUE DISTRIBUTION AND CAPITAL RESERVE APPROPRIATION FY 10 Source Exhibit G-1-1 Revenues Account Description Amount Cargo Facility Rental 19,404 Agricultural leases 81,005 Rent - commercial non -aviation 79,205 Airport Badging Fees 12,000 TSA Buildout Fee 0 Parking Lot 196,575 Covered Parking Premium 604,440 Parking fines -Airport 900 Rent -a -car parking 43,680 Rent -a -car Security Fee 190,000 Ground transportation 117,500 Other revenue 1,200 Interest an investments 70,000 Oil and gas leases 102,600 Oil and gas leases 12,960 Transfer from Stores Fund 0 NR/ Finance Charges 0 TOTAL Aviation Department Revenues $ 1,531,469 Less Parking and Other Requirements (1,683,425) Net Revenue Distribution to: Aviation Capital Reserve Fund $ (151,956) 7/7/2009 12:20 PM Final AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 10, 2015 Second Reading Ordinance for the City Council Meeting of February 17, 2015 DATE: January 20, 2015 TO: Ronald L. Olson, City Manager THROUGH: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works & Utilities FROM: Mark Van Vleck, P.E., Interim Director of Environmental and Strategic Initiatives MarkVV@cctexas.com 361-826-1874 Ordinance amending Chapter 2 of the City Code of Ordinances regarding membership of the Water Resources Advisory Committee CAPTION: Ordinance to amend Chapter 2 of the City Code of Ordinances, regarding membership of the Water Resources Advisory Committee; to make minor revisions to the language of a member description; and to increase membership by one additional representative. PURPOSE: The purpose of this amendment is twofold: First, the "representative of apartment owners associations" member description is proposed to change to "an apartment owner or manager" in order to broaden the eligibility of prospective members. Secondly, an additional representative focusing on the positive influence of the watershed and ecosystem is proposed to include an environmental and larger -scale view for the committee. BACKGROUND AND FINDINGS: The Water Resource Advisory Committee provides feedback and suggestions to City staff and City Council on matters related to water resources. They meet with City staff at least quarterly and sometimes more often, depending on current issues (e.g. drought). Membership of the Committee consists nine (9) members that include: a residential customer of the city's water system (homeowner); a large commercial customer of the city's water system; a wholesale raw or treated water customer of the city's regional water supply system; a representative of the Port Industries of Corpus Christi; a representative of a school district located within the city; a representative of a military facility; a representative of landscaping/nursery/horticulture interest; and a representative of apartment owners associations. In recent meetings, the Committee suggested adding a new member to the committee to represent the Nueces River Watershed and the associated ecosystem. This would provide an additional vital stakeholder to the discussions and recommendations made to staff and City Council. The Committee voted for staff to propose an ordinance change to add an additional member to the committee. In addition, the committee voted for staff to propose a change in the title of a current member description from "representative of apartment owners associations" to "an apartment owner or manager." This suggestion came about because the City Staff could not find someone to meet the criteria who wanted to volunteer for the Committee. Changing the description would broaden the options for a potential member. ALTERNATIVES: 1. Keep committee membership the same as in the current ordinance 2. Change apartment owner member's description but do not add tenth committee member 3. Add tenth committee member but do not change apartment owner member's description OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Yes this conforms to policies related to City boards and committees. 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 Fund(s): N/A Comments: N/A RECOMMENDATION: Approval of ordinance amendment as proposed LIST OF SUPPORTING DOCUMENTS: Ordinance 1 Ordinance amending Chapter 2 of the City Code of Ordinances regarding membership of the Water Resource Advisory Committee; to make minor revisions to the language of a member description; and to increase membership by one additional representative. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Chapter 2 of the City Code of Ordinances regarding the Water Resource Advisory Committee is revised to read as follows: "Sec. 2-230. Composition, organization, and duties. (a) Composition. (1) There is hereby created the water resources advisory committee which shall consist of nine (9) ten (10) members. The members shall include a residential customer of the city's water system (homeowner), a large commercial customer of the city's water system, a wholesale raw or treated water customer of the city's regional water supply system, a representative of the Port Industries of Corpus Christi, a representative of a school district located within the city, a representative of a military facility, a representative of landscaping/nursery/horticulture interest, a reprcsentativc of apartment owners associations an apartment owner or owner's representative, arid a citizen at large, and a member or employee of an organization that seeks to protect or positively influence the Nueces River watershed or its ecosystems. (2) The members of the advisory committee are appointed by the mayor with the approval of the council, for two-year terms of office. The initial members of said advisory committee shall be were appointed as follows: Four (4) members of the advisory committee shall be initially appointed for a term of one (1) year, and five (5) members of the advisory committee shall be appointed for a term of two (2) years. Upon expiration of the term of office of the first nine (9) appointees, the succeeding term of office for each new member shall be for a term of two (2) years. Any vacancy shall be filled for the unexpired term. All committee members shall serve without compensation. (3) The mayor may appoint one (1) or two (2) council member(s) to serve as an ex officio member(s) of the committee. (b) Organization. (1) The committee shall adopt its own rules of procedures. 2 (2) At the first meeting after creation of the committee, a majority of the whole committee shall elect a chairperson and vice -chairperson to serve during the first term. Thereafter, a committee chairperson and vice -chairperson shall be elected by a majority of the whole committee to serve one-year terms expiring each May 30. Said election shall be held each year at the first regular meeting after appointments to fill expired terms. (c) Duties. The advisory committee shall advise the city council, city manager, and water superintendent in matters of water resources management. The city council, city manager, and water superintendent may refer matters to the committee to obtain their views." SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This Ordinance takes effect on date of final Council action. 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 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 , 2015, 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 , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 3 Ordinance Approving a termination of the agreement with RecycleRewards and non -allocation of funds due to the necessity to fund improvements to solid waste services in the operating budget for fiscal year 2015-2016; finding that the termination and issuance of certificates of obligation for solid waste services capital improvements are both necessary and prudent; directing that a copy of this ordinance be included with the adopted FY2015-2016 Operating Budget; and providing for severance. WHEREAS, the City and RecycleRewards entered into an incentive -based recycling program agreement approved by the City Council on October 12, 2010 (M2010-246), which agreement became effective on October 15, 2010, for a term of five years and five months, expiring on March 15, 2016; WHEREAS, the City Council finds that the benefits of the RecycleRewards program do not justify the fee established to fund said program; WHEREAS, the City Council finds that the RecycleRewards program is not operating in a manner likely to obviate the necessity of improvements to the City's landfill; therefore, the fee originally established to fund said program must be instead utilized for such landfill improvements; WHEREAS, necessary capital improvements to the City's solid waste services must be made and funded in the upcoming fiscal year 2015-2016 budget; WHEREAS, the funding of the capital improvements requires termination of the RecycleRewards agreement due to budget constrictions, and the City Council finds that the termination and requirement to issue certificates of obligation are both necessary and prudent due to circumstances necessitating the improvements; WHEREAS, the City Council determines it advisable not to allocate funds to continue the contract with RecycleRewards in the operating budget for fiscal year 2015-2016; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS; SECTION 1. The City Council approves terminating the agreement with RecycleRewards, effective September 30, 2015, by a non -allocation of funds in the Operating Budget for fiscal year 2015-2016, by operation of law pursuant to paragraph 16.E. of the parties' agreement, which reads as follows: "By operation of Texas law, in the event that Municipality does not include payment of this contractual Agreement in any annual budget. Both parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to future appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item will be actually adopted, that determination being within the sole discretion of the City Council at the time of adoption of each annual budget[;]" and further finds that the termination of the agreement and issuance of certificates of obligation to fund required solid waste capital improvements are both necessary and prudent due to circum- stances necessitating the improvements in FY2015-2016. SECTION 2. Based on the foregoing, the City Council determines it will not allocate funds to continue the contract with RecycleRewards in the Operating Budget for FY2015-2016. SECTION 3. The City Council directs that the substance of this ordinance be incorporated with the adopted Operating Budget for FY2015-2016. SECTION 4. It is hereby declared to be the intention of the City Council that the sections, para- graphs, sentences, clauses and phrases of this ordinance are severable and, if any section, para- graph, sentence, clause, or phrase in this ordinance is declared unconstitutional or invalid by final judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining sections, paragraphs, sentences, clauses, or phrases of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional or invalid section, paragraph, sentence, clause, or phrase. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20, 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 on this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor First Reading at the City Council Meeting of February 17, 2015 Second Reading at the City Council Meeting of February 24, 2015 DATE: February 12, 2015 TO: Ronald L. Olson, City Manager THRU: Margie Rose, Deputy City Manager MargieR@cctexas.com 361-826-3220 THRU: THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com 361-826-3897 Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com 361-826-3729 FROM: Lawrence Mikolajczyk, Director, Solid Waste Operations Lawm@cctexas.com 361-826-1971 Termination of RecycleRewards agreement and non -allocation of funds for budget fiscal year 2015-2016. CAPTION: Ordinance approving a termination of the agreement with RecycleRewards and non -allocation of funds due to the necessity to fund improvements to solid waste services in the operating budget for fiscal year 2015-2016; finding that the termination and issuance of certificates of obligation for solid waste services capital improvements are both necessary and prudent; directing that a copy of this ordinance be included with the adopted FY2015-2016 Operating Budget; and providing for severance. PURPOSE: Capital improvement projects for the City's Solid Waste Operations department must be funded in the FY 2015-2016 budget. Budgetary constrictions necessitate the termination of the RecycleRewards, Inc. agreement to assure funding is available to finance principal and interest payments associated with this debt. BACKGROUND AND FINDINGS: Section 16.3 E. of the RecycleRewards Contract states that the continuation of the contract after the close of any fiscal year is subject to future appropriations and budget approval providing for such contract item as an expenditure in that budget. Therefore, if the contract is not funded in the FY 2015-16 budget, the contract will terminate effective September 30, 2015. ALTERNATIVES: 1. Do not approve. (Not Recommended) OTHER CONSIDERATIONS: Prudent fiscal management policy necessitates this action to help assure sustainable solid waste management practices. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Management and Budget, Finance, City Attorney FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years Annual Expenditure Reduction Line Item Budget ($712,000) ($712,000) Encumbered / Expended Amount $0 $0 This item ($712,000) ($712,000) BALANCE $0 $0 Fund: General Fund, Refuse Collections, Professional Services Account Comments: This item continues to fund the RecycleRewards, Inc. agreement in FY 2014-2015 as budgeted. Termination of the agreement on September 30, 2015, and non -renewal of the contract March 15, 2016, will result in expenditure reductions of approximately $712,000 annually that may be redirected to fund Solid Waste Operations Department Capital Improvement Projects. RECOMMENDATION: Approval if this item is recommended. LIST OF SUPPORTING DOCUMENTS: Ordinance. AGENDA MEMORANDUM First Reading at the City Council Meeting of February 17, 2015 Second Reading at the City Council Meeting of February 24, 2015 DATE: February 17, 2015 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com (361) 826-1972 Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for Issuance of Solid Waste Certificates of Obligation CAPTION: 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. PURPOSE: The City plans to issue up to $14,500,000 in taxable Combination Tax and Revenue Certificates of Obligation for the purpose of paying contractual obligations relating to the construction of improvements to the City's solid waste facilities, construction of municipal landfill waste disposal cells, construction of a solid waste Citizens' Collection Center, and the payment of fiscal, engineering and legal fees incurred in connection with the certificates. BACKGROUND AND FINDINGS: The City plans on issuing up to $14,500,000 of taxable Combination Tax and Revenue Certificates of Obligation to fund public health and safety projects related to the J. C. Elliott Transfer Station and Cefe Valenzuela Landfill outlined in the Fiscal Year 2015 Capital Improvement Plan. These projects include the following: JC Elliott Office Building ......................................... $1,750,000 Pavement/Life Cycle Replacement 1,500,000 (JC Elliott and Cefe Valenzuela Landfills) Cefe Valenzuela Landfill Disposal Cell Interim Cover 2,292,844 Cefe Valenzuela Landfill Disposal Cell Construction B&C . 3,457,500 Citizens' Collection Center — Flour Bluff / Padre Island .... 4,650,000 Cefe Valenzuela Outfall Modifications .......................... 559,800 TOTAL $14,210,144 According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set for passage of the ordinance to authorize the issuance of the certificates. The notices were in the Corpus Christi Caller -Times on December 14, 2014 and December 21, 2014. Thirty days after the date of the first publication is January 13, 2015, and so City Council action to approve this ordinance in its second reading is scheduled for February 24, 2015 and is in compliance with the Local Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Solid Waste Services • Financial Services • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $ 14,500,000 - $ 14,500,000 Encumbered/Expended amount of (date) - - - This item - $ 14,500,000 - $ 14,500,000 BALANCE - - - - FUND(S): CIP Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 2/10/15 ORDINANCE NO. 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 ON FILE 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 WHEREAS, the City Council of the City of Corpus Christi, Texas (the City) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount of $14,500,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island; (2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, and financing of the aforementioned 58237736.5 projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication of such notice being not less than thirty (30) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of $14,500,000 described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. A. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of FOURTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($14,500,000), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015" (the Certificates), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island; (2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter. 58237736.5 -2- B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, the City Manager of the City, the Deputy City Manager, the Assistant City Manager for General Government and Operations Support, and the City's Director of Financial Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Certificates, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I. The Certificates shall be issued in the principal amount not to exceed $14,500,000; the maximum maturity of the Certificates will be March 1, 2055 and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized Representative is authorized to select the bond insurer, if any, with respect to the Certificates. The execution of the Approval Certificate shall evidence the sale date of the Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, the Certificates shall not be delivered unless prior to their initial delivery, the Certificates have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated , 2015 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: 58237736.5 Years of Principal Interest Stated Maturity Amounts ($) Rates (%) -3- Years of Principal Interest Stated Maturity Amounts ($) Rates (%) The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity or prior redemption while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Certificates shall be payable semiannually on March 1 and September 1 (each, an Interest Payment Date), commencing 1, 20, while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Certificates shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Certificates. The selection and appointment of , Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. 58237736.5 -4- Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States Mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption. The Certificates stated to mature on March 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 58237736.5 -5- Term Certificates Stated to Mature on March 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 20 , or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subject to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. 58237736.5 -6- E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. 58237736.5 -7- No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Certificates to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. 58237736.5 -8- Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of $14,500,000 with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (collectively, the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the 58237736.5 -9- officers executing the Certificates as evidenced by their execution thereof, but the Initial Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 58237736.5 [The remainder of this page intentionally left blank.] -10- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2015 Certificate Date: , 2015 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing 1, 20 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 58237736.5 -11- This Certificate is one of the series specified in its title issued in the aggregate principal amount of $14,500,000 (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island; (2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, and financing of the aforementioned projects, under and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As provided in the Ordinance, the Certificates stated to mature on March 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and 58237736.5 -12- canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 20 , or on any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Subordinate Lien Obligations and Limited Pledge Obligations and any Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional Limited Pledge Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. 58237736.5 -13- Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and 58237736.5 -14- enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 58237736.5 [The remainder of this page intentionally left blank.] -15- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 58237736.5 CITY OF CORPUS CHRISTI, TEXAS By Mayor [The remainder of this page intentionally left blank.] -16- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this (SEAL) Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within -mentioned Ordinance; the Certificate or Certificates of the above -entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: , Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 58237736.5 -17- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: 58237736.5 [The remainder of this page intentionally left blank] -18- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (ii) first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2015 Certificate Date: Interest Rate: Stated Maturity: , 2015 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) (Information to be inserted from schedule in Section 2 hereof') (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Certificate Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above, computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing 1, 20 (each, an Interest Payment Date). Principal of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at 58237736.5 -19- the corporate trust office of , Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Section 44 of this Ordinance have the meanings assigned to them in Section 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable wholly or in part from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the limited amount of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. 58237736.5 -20- C. The term Authorized Officials shall mean the City Manager of the City, the Deputy City Manager, the Assistant City Manager for General Government and Operations Support, and the City's Director of Financial Services. D. The term Certificates shall mean the $14,500,000 "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015" authorized by this Ordinance. E. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. F. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. G. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. H. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. I. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. J. The term Depository shall mean an official depository bank of the City. K. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. L. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated 58237736.5 -21- as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; and (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. M. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. N. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing 1, 20, while any of the Certificates remain Outstanding. P. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations, Limited Pledge Obligations (including the Certificates), or any Additional Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Q. The term Limited Pledge Obligations shall mean the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original principal amount of $8,460,000; and (2) Upon issuance, the Certificates. and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. R. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and 58237736.5 -22- extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured, in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. S. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. T. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. U. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. V. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of $1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. W. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year (however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. X. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations issued to refund the foregoing that are payable from and secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. Y. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. 58237736.5 -23- Z. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. AA. The term Subordinate Lien Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in whole or in part, from and equally secured by a subordinate and inferior lien on and pledge of the Net Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Revenue Certificates of Obligation, Series 2005 (Landfill Project)", dated June 1, 2005, in the original principal amount of $14,520,000; (2) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2006", dated May 1, 2006, in the original principal amount of $18,605,000; and (3) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2008", dated December 15, 2008, in the original principal amount of $12,000,000. and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. BB. The term System shall mean a plant, composting process plant, incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Certificates, there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015 INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay 58237736.5 -24- principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: 58237736.5 -25- (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City and (ii) the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System) to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund). All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit 58237736.5 -26- of any Prior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Junior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of the currently outstanding Subordinate Lien Obligations or Additional Subordinate Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations, including the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of the (i) currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. 58237736.5 -27- SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay, together with any other lawfully available funds, all operating, maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i) the interest on and principal of any Prior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; (ii) the interest on and principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; (iii) the interest on and principal of the currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders 58237736.5 -28- of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Prior Lien Obligations - Junior Lien Obligations — Additional Subordinate Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Prior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Junior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations and the Certificates and any Additional Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Additional Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge 58237736.5 -29- Obligations, the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Prior Lien Obligations, Junior Lien Obligations, and Additional Subordinate Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Subordinate Lien Obligations and the Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System; SECTION 22. Application of the Covenants and Agreements of the Subordinate Lien Obligations, Prior Lien Obligations, or Junior Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the currently 58237736.5 -30- outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations, the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations, Limited Pledge Obligations, and the Certificates, as appropriate. SECTION 23. Notices to Holders - Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If (1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. 58237736.5 -31- In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to , , as the authorized representative of a group of underwriters (the Purchasers, having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated , 2015 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the . The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2015, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and 58237736.5 -32- on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest (in the amount of $ ) received from the Purchasers shall be deposited into the Certificate Fund. The City received a net premium from the sale of the Certificates of $ which is hereby allocated by the City in the following manner (1) $ to pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $ shall be deposited in the Certificate Fund. (2) The balance of the proceeds derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 27. Taxable Obligations. The Certificates are not "state or local bonds" within the meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore, the interest on the Certificates is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and 58237736.5 -33- interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, and/or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Certificates. In the event of a gross defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Certificates. Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Certificates that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Certificates immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. 58237736.5 -34- SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Fulbright & Jaworski LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor bond counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. 58237736.5 -35- SECTION 36. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. 58237736.5 -36- SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http ://www.emma.msrb . org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after [2015], financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 16 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice thereof with the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; 58237736.5 -37- (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. 58237736.5 -38- D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final 58237736.5 -39- jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format; Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word -searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 45. Book -Entry Only System. It is intended that the Certificates will initially be registered so as to participate in a securities depository system (the DTC System) with The Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the 58237736.5 -40- Certificates, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 46. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 47. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized 58237736.5 -41- and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 48. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 58237736.5 [The remainder of this page intentionally left blank] -42- PASSED AND ADOPTED on the 24th day of February, 2015. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 24th DAY OF FEBRUARY, 2015: Miles Risley, City Attorney (CITY SEAL) 58237736.5 S-1 Schedule I - EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D 58237736.5 INDEX OF SCHEDULES AND EXHIBITS - Approval Certificate - Paying Agent/Registrar Agreement - Purchase Contract - Description of Annual Financial Information - DTC Letter of Representations I-1 THE STATE OF TEXAS § COUNTY OF NUECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 24th day of February, 2015, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 24th day of February, 2015. City Secretary (CITY SEAL) 58237736.5 The foregoing ordinance was read for the first time and passed to its second reading on this the 17th day of February, 2015, by the following vote: Nelda Martinez Chad Magill Brian Rosas Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn The foregoing ordinance was read for the second time and passed finally on this the 24th day of February, 2015, by the following vote: Nelda Martinez Chad Magill Brian Rosas Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn PASSED AND APPROVED, this the 24th day of February, 2015. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 58237736.5 58237736.5 SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. Schedule I 58237736.5 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. A-1 58237736.5 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix C, but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in Appendix A to the Official Statement under the headings "Debt Payable From Taxes", "General Fund Balances", "Ad Valorem Taxes", and "The Tax Increment Financing Act". Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 58237736.5 C-1 58237736.5 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. D-1 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 17, 2015 Second Reading Ordinance for the City Council Meeting of February 24, 2015 DATE: TO: FROM: February 5, 2015 Ronald L. Olson, City Manager Floyd Simpson, Chief of Police floyds@cctexas.com 886-2603 Modifying and Clarifying Parade and Special Event Permit Ordinance CAPTION: Ordinance repealing Chapter 49, Article 1, Division 2. "Temporary Closure of Streets"; amending Chapter 53, Article VII "Parades and Marches" in its entirety to modify and clarify parades, marches, and street events permit procedures and requirements; providing an effective date; providing for severance; providing for penalty; and providing for publication. PURPOSE: Further clarify the Parade and Special Event Permit Ordinance. It has not been modified since 1973. BACKGROUND AND FINDINGS: Modifications to the ordinance: • Parade and March applicants and Street closure events would be required to get one city permit rather than two. All permits would be reviewed by Police and Fire Department. The Proposed Ordinance simplifies the application process for applicant by having one department handle the one application from start to finish and by consolidating the Street Closure Permitting and Parade Permitting Ordinance. • All event applications would be required to be submitted 90 days prior to the event, rather than current 3 days. The 90 days provide the City Departments time to coordinate and prepare to ensure for the safety and welfare of the public. The 90 day requirement also allows the Police Department time to properly draft officers to staff events. Additionally, a spontaneous event permit is issued for demonstrations that express first amendment rights. Spontaneous Event permits protect free -speech. Applications for spontaneous events are due 2 business days prior to the event. • A $50 application fee will be assessed up front. Street closure permitting fees will remain the same and will be incorporated and billed with the cost incurred by the City. Applicants will be required to make a 20% deposit for cost of event prior to issuance of a permit. The proposed ordinance contains specific language to hold parade organizers accountable for expenses incurred by the City related to parades and related events. Currently Street Closure permitting and application fees are assessed up front. There is no parade permitting fee. Costs incurred by the City related to the event are billed after the event. • Currently certain events such as the Buc Days Parade do not go through the permitting process. Such events enter into a contract with the City for services. These contractual events are reviewed by traffic engineering, police, and fire. Under the proposed ordinance these events will be permitted, but allows City to reduce or waive permitting fees. Fees are agreed to contractually. These events are designated as City Supported events. City Supported Events will be designated by City Council. Such a designation is valid indefinitely unless revoked by City Council. City Supported events must meet 6 criteria including drawing a crowd of over 10,000 people. • Provision requiring events to have adequate waste facilities and holds them responsible for clean up. This provision supplements the City anti -litter initiative. • Neighborhood events require the consent of 75 percent of all persons residing along the street to be closed (current ordinance is 100 percent). The intent of this revision is to make the application for neighborhood events more flexible. • A special events application can be appealed to the City Manager or designee. An appeal is due 5 business days after denial or revocation. An appeal hearing is to be scheduled within 15 days of receiving the request. Current ordinance states denied parade permits application can appeal to City Council. An appeal is due within 5 business days. An appeal hearing is to be scheduled between 3 and 8 days after the filing of the appeal. • Allows the City to prohibit items, such as silly string (flammable), which may cause a safety hazard at parades and street events. The City would provide event organizers a list of prohibited items. • A street closure for filming a motion picture requires City Manager approval. The City Manager is authorized to waive the street closure fees where the event will provide sufficient favorable publicity and economic benefits. The intent of this revision is to expedite the time in which motion film production can be approved. Current ordinance requires City Council approval. • The fees for cost recovery for Traffic Engineering cost are simplified to a two tier fee structure, a set fee for events with fewer than 500 participants (small events) and a set fee for events with over 500 participants (large events). Current ordinance is a multi - tiered fee structure. • A reoccurring event is charged a $200 cost recovery fee to review previously approved traffic control plan. This reduces the fees assessed against reoccurring events that do not require a change to their traffic control plan. Current ordinance permitting fee remains the same even when previous years traffic control plan is used. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount 0 This item 0 BALANCE 0 Fund(s): General Comments: RECOMMENDATION: Staff recommends supporting changes to the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance repealing Chapter 49, Article 1, Division 2. "Temporary Closure of Streets"; amending Chapter 53, Article VII "Parades and Marches" in its entirety to modify and clarify parades, marches, and street events permit procedures and requirements; providing an effective date; providing for severance; providing for penalty; and providing for publication. WHEREAS, the health, safety and welfare of persons who use public rights of way is of paramount importance in the regulation of the public rights of way; and WHEREAS, the City Council recognizes the unique need for prompt public expression or celebration of views or ideas regarding certain issues, but also to impose reasonable time and place regulations so that the City is afforded an adequate opportunity to ensure the safe and effective control of public rights of way; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That Chapter 49, Article 1, Division 2. "Temporary Closure of Streets" of the Code of the City of Corpus Christi is hereby repealed. SECTION 2. That Chapter 53, Article VII "Parades and Marches" of the Corpus Christi Code is hereby amended in its entirety to read as follows: ARTICLE VII. PARADES, MARCHES, AND STREET EVENTS Sec. 53 200. Short title. Section 53-200. DEFINITIONS. "Athletic event" means any event in which a group of persons collectively engage in a sport or form of physical exercise on or within a City street, parking facility, sidewalk, or other public right-of-way including, but not limited to, walking, jogging, running, racing, bicycling, rollerblading, and roller skating, other than a group of people participating in a parade, march, or public assembly. "Block" means one (1) side of a rectangular area surrounded by streets and usually containing buildings, measured from corner to corner. "City Manager" means the City Manager or his/her designee. "Local Access Street" means street types that provide access to individual residences, elementary schools and parks in a neighborhood. "March" means an organized walk or procession by a group of people for a specific cause or 1 issue. "Neighborhood street event" means an event requiring the closure of one (1) block of a residential local access street, as defined in the Urban Transportation Plan (UTP) or as approved by the City's Traffic Engineer or designee, that are sponsored by a neighborhood association or by persons living on the block that requires the use, occupation or full closure of a street, sidewalk or public right-of-way. These events are outdoor gatherings or celebrations which last for less than twelve (12) continuous hours, not requiring street closure past 12:00 a.m. "Non -revenue -generating parade" means any parade for which no participation fee is charged or for which no cash is accepted or collected as sponsorship or in support of the parade. "Parade" means an athletic event, march, pageant, procession or other similar activity consisting of persons, animals, vehicles or things, or any combination thereof, that does not comply with normal traffic regulations or controls on a public right-of-way. As uscd in this article the following tcrms shall havc the respcctive m - _ ascribed to them: parade. Person: Any person, firm, partnership, association, corporation, company or organization of any kind. "Pre -parade or assembly" means any gathering or rally of the participants in and, if any, the vehicles, animals, and equipment of a parade on any public property immediately prior to the actual commencement of a parade. "Post -parade or disassembly" means the activity occurring among the participants and if any, the vehicles, animals, and equipment of a parade on public property, immediately following the end of the parade. "Public assembly" means any group of people participating in an organized activity (other than public employees acting within the course and scope of their employment) on or within a City street, parking facility, sidewalk or other public right -of way, other than a group of people participating in an athletic event or parade. Revenue -generating parade means any parade for which a participation fee is charged or for which any cash is accepted or collected as sponsorship or in support of the proposed parade. 2 "Spontaneous Demonstration" means a demonstration on an issue of immediate public importance which will result in governmental action or inaction without the benefit of public expression, lawful picketing by labor union, or political function, protest or statement, or any other expressive activity protected by the First Amendment of the United States Constitution, provided that such activity is the principal purpose of the event and unreasonably delaying the event will nullify its effectiveness. "Street Event" means any activity which occurs upon a City street, parking facility, sidewalk or public property that will affect the ordinary use of public streets, rights-of-way or sidewalks. This includes, but is not limited to, public assemblies, fairs, festivals, athletic events, neighborhood events, parades and block parties. "Parade, March, and Street Event Director" means the person designated by the permittee to manage the Parade, March, or Street Event and who is responsible for compliance with City Ordinances during pre -event, parade, march, or street event and post -event activities. Section 53-201. PERMIT REQUIRED No person or organization shall conduct a parade, march, or street event that affects the ordinary use of public streets, rights -of -ways or sidewalks without first having obtained a Parade, March, and Street Event Permit from the City of Corpus Christi. Conducting a parade, march, or street event without a permit is prohibited. A Parade, March, and Street Event Permit is not required for a Spontaneous Demonstration. (b) No person or organization shall conduct a spontaneous demonstration that affects the ordinary use of public streets, rights -of -ways or sidewalks without first having obtained a Spontaneous Demonstration Permit from the City of Corpus Christi. Conducting a spontaneous demonstration without a permit is prohibited. Sec. 53-202. - Permit required; exceptions. shall have been obtained from the chief of police, the city manager or the city council, as hercin prescribed. (1) Students going to and from school classcs or participating in cducational activitics, providing such conduct is under the immediate direction and supervision of the proper school authorities. (2) A governmcntal agency acting within the scopc of its functions. (3) Lawful picketing by a labor union. ('l) Funcral processions under police cscort conducted by a duly liccnscd funeral home. 3 provided herein. Any sponsor of an event desiring to close one (1) or more streets for said event shall make application therefor on forms furnished by the city containing such be submitted at least twenty (20) working days prior to the cvcnt arid-m-u-st be accompanied by Section 53-202. PERMIT APPLICATION. (a) An application for a Parade, March, and Street Event Permit shall be submitted to the City with a nonrefundable payment of fifty dollars ($50) at least 90 days prior to the proposed parade, march, or street event and no earlier than 365 days prior to the proposed parade, march, or street event. The following information shall be provided: purpose of the parade, march, or street event; name, address and telephone number of sponsoring organization or individual; name, address and telephone number of the Parade, March, and Street Event Director; proposed date, location and hours of operation; schedule of proposed events; trash and recycling collection plan; route map, and such other information as the Police Department or another City department deems reasonably necessary to determine that the permit meets the requirements of this chapter. Untimely permit applications may be accepted upon the City Manager finding good cause for late submittal. (b) An application for a Spontaneous Demonstration Permit shall be submitted at least 2 business days prior to the proposed spontaneous demonstration. The following information shall be provided: purpose of the spontaneous demonstration; name, address and telephone number of sponsoring organization or individual; name, address and telephone number of the Spontaneous Demonstration Director; proposed date, location and hours of operation; and such other information as the Police Department or another City department deems reasonably necessary to determine that the permit meets the requirements of this chapter. Sec. 53 203. Application for permit. contents thereof sworn to as of the datc thc application is presented. less than seventy two (72) hours nor more than thirty (30) days before the datc on which it is proposcd to conduct thc parade. (a)The name, addresc and telephone number of thc person secking to conduct such 4 parade; authorized and responsible hcads of such organization; (c)The name, address and telephone number of the person who will be the parade chairman and who will be responsible for its conduct; alternate routes; if stops are planned during parade, whether any speechmaking is scheduled during such stops; parade; and if so, where; streets proposed to be traversed; disassembly (post parade) areas and the estimated times of assembly and disasscmbly; (j)The interval of space to be maintained between units of such paradc; applicant, thc applicant for such permit shall file with the chief of policc a communication in writing from the person proposing to hold the parade, authorizing the applicant to apply for the permit on his behalf; (I)The general -194999-8e of the planned parade, e.g. anniversary, memorial, protest, religious, other; (m)Any other reasonably neccs8ary information the chicf of policc prescribes for such application for thc purpose of dctcrmining whether thc proposed paradc mccts t#c standards of issuance set forth in section 53 20'I (3) Latc applications. The chicf of police, where good cause is shown thercfor, shall have than seventy two (72) hours beforc the date such parade is proposed to be conducted. 5 Sec. 53-212. - Contents of permit. information: (1)Date of parade; (2)Starting timc and termination time of parade; (3)Minimum spccd; ('I)Maximum speed; (5)Maximum interval of spacc to be maintained between the units of the paradc; (6)The portions of the streets to be traversed that may be occupicd by the paradc; portion& of paradc; (7)The name of the permittee and the parade chairman; (8)The maximum length of the parade in miles or fractions thereof; this article. Section 53-203. STANDARDS FOR DENIAL OF PERMIT. (a) No Parade, March, and Street Event Permit shall be issued to any organizer or sponsor of an event that owes money to the City. Reasons for denial of a Parade, March, and Street Event Permit include: the event will disrupt traffic within the City beyond practical solution; will interfere with access to fire stations and fire hydrants; the location of the parade, march, or street event will cause undue hardship to adjacent businesses or residents; the event will require the diversion of so many public employees that allowing the event would unreasonably deny service to the remainder of the City; the application contains incomplete or false information; the applicant fails to comply with all terms of this chapter including failure to remit all fees and deposits or failure to provide proof of insurance and a save harmless agreement to the City. The route and date of event will require approval by the City to verify that adequate staffing is available to ensure the safety of the public at the parade, march, or street event and in the community. A Parade, March, and Street Event Permit may be denied based on a determination that the parade, march, or street event will require the diversion of so many police officers from their regular duties as to substantially impair police protection in the City. (b) A Spontaneous Demonstration Permit may be denied for the following reasons: the event will disrupt traffic within the City beyond practical solution; will interfere with access to fire 6 stations and fire hydrants; the application contains incomplete or false information; and a determination that the spontaneous demonstration will require the diversion of so many police officers from their regular duties as to substantially impair police protection in the City. The route and date of event will require approval by the City to verify that adequate staffing is available to ensure the safety of the public at the spontaneous demonstration and in the community. Sec. 53 204. Standards for issuance of permit. The chief of police sha+ssuc a permit as providcd for hcreundcr whcn, from a consideration of thc application and from such other information as may otherwise be obtained, he finds that: (1)Thc conduct of thc parade will not substantially interrupt the safe and orderly movement of other traffic contiguous to its route; (2)The conduct of the parade will not require the diversion of so great a number of police to prevent normal police protection to the city; (3)The conduct of such paradc will not requirc thc diversion of so great a numbcr of ambulanccs as to prcvcnt normal ambulance service to portions of the city other than that to be occupied by the proposed line of march and areas contiguous thereto; contiguous to such assembly areas or disassembly areas; (5)The conduct of such paradc will not interferc with the movement of firefighting personnel or apparatus en routc to a fire; property; (7)The paradc is schedulcd to move from its point of origin to its point of termination expeditiously and without unreasonablc dclays en route. Sec. 53 205. Refusal of permit. parade permit only if: (1)The application is materially incomplcte. parade permit the chicf of police must have available for inspection by thc applicant or his identified source of information within forty eight (118) hours of the filing of the completed application. He shall either deliver thc refusal notice and reasons personally to the applicant or mail said notice and reasons by certified or registered mail, return receipt requested, to the namc and address as the applicant shall specify in his application. Notice shall be dccmcd case may bc. The failure of the chief of police, the city manager or the city council to issue the statement of reasons or noticc within the time prescribed shall not operatc as any grant of permission to parade. (c)In the evaluation as to issuance of any parade permit, the occurrence of any scheduled immcdiate route arca shall bc considered. constituting rejection grounds as specified in the written statement of refusal, or file with the city secretary a written noticc of appeal of such rejection to the city council within five (5) days, excluding city legal holidays, Saturdays and Sundays. The city secretary, on instruction of the mayor, shall dockct such hearing promptly and give thc applicant not Icss than forty eight (118) hours' personal notice of such hcaring, by mail, telephone, or personally; provided, however, the applicant or his duly authorized agent may waive such noticc. No hearing shall bc held on with the city secretary. The hcaring must be public unless the city council determines, by majority vote, that the application and/or evidence thercon involves thc public security. introduce evidence and testify, and both shall be represented by counsel, unless thc applicant waives such representation for himself. The hcaring shall be closed at the conclusion of the proceeding in one session and may not be recessed for more than nine (9) hours in total. The council shall promptly deliberate and then guidelines of this article. Sec. 53 209. Alternate permit. named by the applicant. An applicant desiring to accept an alternate permit shall, within three (3) days after notice of the action of the chief of police, file a written notice of acceptance with 8 Sec. 53-210. - Precedence of permits. Where different applicatie-Rs arc filed at the samc timc, prcccdcncc will be accordcd to the applications involving thc largest number of persons in paradc. Immcdiately upon the issuancc of a parade permit, the chief of policc shall send a copy thcrcof to thc following: (1) The mayor; (2) The city manager; (3) The city attorney; ('I) The human relations director; (5) The fire chief; (6) The director of the departmcnt of inspections and operations; (7) The postmastcr; (8) The director of public utilities; (9) The director of civil defcnse; (10) The local office of thc statc dcpartment of public safcty. Sec. 53 213. Transfer of permit. No permit issued hcrcunder shall be transferablc without written conscnt of thc chief of police or the city managcr. Section 53-204. PARADE, MARCH, AND STREET EVENT COST. The applicant shall be responsible for paying costs incurred by the City as a result of the parade, march, or street event and any other fees required by City Ordinance. The City shall provide the applicant with a cost estimate prior to the issuance of a Parade, March, and Street Event Permit. Prior to the issuance of a permit for a parade, march, or street event, the applicant shall agree in writing to pay all costs incurred by the City as a result of the parade, march, or street event. Sec. 49 18. Reimbursement for costs of the city. For any cvent rcquiring thc tcmporary closure of one (1) or more streets thc sponsor must 9 agree to cither: public expenses involved in producing the event; or event_ Section 53-205. DEPARTMENTAL COST ANALYSIS. 1) Traffic Engineering Division Cost — (a)For neighborhood street events, a cost recovery fee of one hundred twenty dollars ($120.00) will be assessed. Neighborhood events will require the use of traffic control devices. Based on availability, the City may provide applicants with traffic control devices for a refundable deposit of one hundred dollars ($100.00). Applicants who fail to return to the City any traffic control devices or materials shall forfeit the amount deposited. (b)For street events which require a traffic control plan, the applicant may choose to obtain a traffic control plan from the City or from a professional engineer licensed in the State of Texas. Three (3) sets of traffic control plans and direction on the set up of traffic control devices will be provided to applicants obtaining services through the City. A review fee of one hundred dollars ($100.00) will be charged for the required review of traffic control plans submitted by an applicant's professional engineer. The cost recovery fee, for services provided by the City, will be required for such events based on the following sliding scale: Approximate number of participants Fee Less than 500 $250 501 or greater $550 An additional fee of one hundred dollars ($100.00) will be added to the above cost recovery fee for any changes to an approved traffic control plan for secondary review. (c) City approved traffic control plan -.Reoccurring street events that have a City approved traffic control plan may utilize the previously City approved traffic control plan if no changes are required to the traffic control plan because the proposed event is under the same set of conditions as the previous event. A cost recovery fee, if no changes are required to the traffic control plan from the previous year, of two hundred dollars ($200.00) will be assessed. No street event fee will be assessed for reoccurring street events that utilize the previously City approved traffic control plan if no changes are required to the traffic control plan because the proposed event is under the same set of conditions as the previous event. Sec. 49-16. - Issuance of permits; classification of events; required fees. Upon thc review of the application, thc traffic engineer may issuc permits for the temporary closure of a street or streets in the following manner: 10 located between two (2) intersecting streets (one (1) block) for less than twelve (12) .. - .. traffic cngineer. Noticc of the granting of such permits shall bc provided to the city council. A permit application fee of one hundred twenty dollars ($120.00) is required for such everts, deposited. affic control dcviccs or m (b) Small events. For small events which require the closure of one (1) minor street located other public institutions, not involving extensive detouring of traffic and not requiring closure for morc than twclvc (12) continuous hours, permits may bc grantcd by the traffic cnginccr. Noticc of thc granting of such permits shall be provided to the city council. For application fcc is rcquircd for such events based on the following sliding scale: Approximatc numbcr of participant.; e•e Lc:j than 200 200-3'19 350-500 $120.00 $200.00 $300.00 The city will provide a traffic control plan as well as direction on thc sct up of traffic control devices. Applicants may choose to obtain a traffic control design by scparate consultant agreement with a liccnscd professional engincer consultant. A fee of fifty dollars ($50.00) will be asscsscd for three (3) scts of traffic control plan prints. control plan. A review fee of fifty dollars ($50.00) will be charged for thc required rcvicw of traffic control plans submitted by an applicant's consultant enginccr. Small events will require the use of traffic control devices. Bascd on availability, the city dollars ($100.00). Applicants who fail to return to the city any traffic control dcviccs or matcrials Events of more than 500 participants will be considered a largc/special cvcnt. including, but not limited to, events which require the closure of one (1) or more major strects or involve more extensive detouring of traffic, permits may be issued by thc traffic sliding scale: 11 npproximatc numbcr of participant:, Lc:j than 500, fcnccd Lc:c than 500, unfcnccd Morc than 500, fcnccd Fcc $300.00 $350.00 $100.00 Morc than 500, unfcnccd $500.00 The city will provide a traffic control plan. Applicants may - h -else to obtain a traffic control For evcnts with morc than fivc hundred (500) participants, a fcc of two hundred dollars plan. A revicw fee of one hundred dollars ($100.00) will be chargcd for the required rcvicw of traffic control plans submitted by an applicant's consultant engineer. fee is required for all non revenue generating parades, marches, walks, and required. (e) Revenue generating parades, walks, sporting events. A permit fee is rcquircd for all rcvcnuc gencrating parades, walks, sporting events, and any othcr cvcnts, which shall be application fcc is rcquircd for such cvcnts based on the following sliding scale: Approximatc numbcr of participant:. 9--9.9 100-199 200-299 300-199 500-699 Morc than 700 dee $ 50.00 $100.00 $150.00 $250.00 $350.00 $/100.00 The city will provide a traffic control plan when nccessary. Applicants may choose to obtain a traffic control dcsign by scparate consultant agrcement with a liccnsed profcsvional 12 A traffic control plan fee of two hundred dollars ($200.00) will be required for events for prc approved route. approvcd traffic control plan. A revicw fee of one hundred dollars ($100.00) will bc chargcd for thc rcquired revicw of traffic control plans submitted by an applicant's consultant engineer. For large/special events, parades, walks, marches, and sporting events. Traffic control set up rcquirements shall bc as directed by thc traffic control plan. issuance of a parade permit shall file an application with the chief of police in accordance with 2) Parks and Recreation Department Cost —Parks and Recreation Department will assess fees required by the Corpus Christi Code for use of City property related to a parade, march, or street event. When park maintenance service is necessary and provided by the City, the permittee shall be responsible for reimbursing the City for the cost of providing park personnel. The cost for City park personnel shall be the actual cost for the services provided. Actual cost shall include salary, overtime (when applicable), benefits, and any vehicle usage cost. There is a minimum two-hour cost per park personnel. 3) Police Department Cost - When the presence of police officers is necessary for a parade, march, or street event, the permittee shall be responsible for reimbursing the City for the cost of providing police personnel. The cost for City police personnel shall include salary and any vehicle usage cost. Salary will be computed using the average overtime rate for a senior officer. There is a minimum three-hour cost per officer. The objective standards used to determine the number of police officers shall be as follows: General traffic conditions in the area requested, both vehicular and pedestrian; Route to be taken if the event is a parade or other moving event; Duration of the Street event; Whether all or any portion of a roadway will be closed; The estimated number of people who will attend; Uses adjacent to the event such as residential or commercial areas; Time and date of event; Alcoholic beverages available for consumption at the event; Fireworks at the event; Wild or undomesticated animals at the event; Need for safety zones (fireworks launch area, balloon/helicopter launch or landing area, etc.). In no event will content of the event or the potential or anticipated reaction to the content by others be considered as factors in the number of police officers needed. All reasonable alternative routes, times and locations will be considered so as to offer the applicant the option that will provide the economical costs consistent with the general public health, safety and 13 welfare. 4) Fire Department Cost - When the presence of fire fiqhters or EMS personnel is necessary for a parade, march, or street event, the permittee shall be responsible for reimbursing the City for the cost of providing fire/EMS personnel. The cost for City fire/EMS personnel shall be the actual cost for the services provided. Actual cost shall include salary, overtime (when applicable), benefits, and any vehicle usaqe cost. There is a minimum three-hour cost per fire/EMS personnel. 5) Solid Waste Department Cost - Trash maintenance service must be provided by the permittee durinq and immediately followinq the parade, march, or street event. When trash maintenance service is necessary and provided by the City, the permittee shall be responsible for reimbursing the City for the cost of providing solid waste personnel. The cost for City solid waste personnel shall be the actual cost for the services provided. Actual cost shall include salary, overtime (when applicable), benefits, and any vehicle usaqe cost. There is a minimum two-hour cost per solid waste personnel. Section 53-206. CITY SUPPORTED EVENTS (a) City Supported Events do not require a deposit under this Chapter. The cost and fees assessed under this Chapter may be reduced for City Supported Events. Applications for City Supported Events must be submitted at least 180 days prior to the proposed parade, march, or street event. Untimely permit applications may be accepted upon the City Manaqer findinq good cause for late submittal. (b) Cost and fees for City Supported Events will be established contractually by the City with the City Supported Event Sponsor. (c) For consideration for classification as a City Supported Event, the Parade, March, or Street Event must: 1. draw a crowd of approximately 10,000 people; 2. draw visitors from outside the region resulting in hotel occupancy tax gains; 3. be coordinated by a non-profit orqanization where the majority of funds raised during the event are retained/spent locally; 4. have free attendance to the public; 5. have community wide appeal and access; and 6. be of cultural or historical significance. (d) Events meetinq the requirements in subsection (c) shall be presented to City Council for determination. City Council shall grant or deny City Supported Event designation. If a desiqnation is qranted, the City Council reserves the riqht to remove the City Supported Event designation at any time in the future. Section 53-207. COST EXEMPT EVENTS. (a) Spontaneous Demonstration shall be exempt from cost and fees. 14 (b) Non -revenue -generating parades that do not require a traffic control plan shall be exempt from Parade, March, and Street Event Permit cost and fees. The insurance requirements and save harmless agreement are applicable to all non -revenue -generating parades that are exempt from cost and fees. Sec. 49 16. Issuance of permits; classification of events; required fees. is required for all non revenuc gencrating parades, marches, walks, and demonstrations organized soley to expresv the participants' right of frec spccch, at which no admission is * * Section 53-208. MOTION PICTURE EVENT The City Manager may authorize temporary closure of a street for producing a historical, cultural, documentary, promotional, or other similar motion picture, or for conducting a comparable event, which will promote the City. In addition to the application fee required for a Parade, March, and Street Event Permit, before the permit is issued, the sponsor shall pay the same occupancy charges that would be required by section 53-195 for a contractor occupying public right-of-way during erection, construction or repair of a building. If the City Manager finds that producing the motion picture or conducting the event in the City will provide sufficient favorable publicity and economic benefits to justify waiver, the City Manager may waive the payment of said occupancy charges and Parade, March, and Street Event Permit cost and fees. Sec. 49 17. and requirements for permit. historical, cultural, documentary, promotional, or othcr similar motion picturc, or for conducting scction '19 16, bcfore thc permit is issued the sponsor shall pay thc samc occupancy chargcs picture or conducting the event in the city will provide sufficient favorable publicity and economic bcncfits to justify waivcr, thc council may waivc thc payment of said occupancy chargcs and may waivc thc requircments of subscctions (a) and (b) abovc. Section 53-209. PERFORMANCE DEPOSIT REQUIRED. A performance deposit of 20% of the parade, march, or street event cost estimate shall be remitted to the city before the Parade, March, and Street Event Permit is issued. Cost in excess of the performance deposit shall be billed after the parade, march, or street event. Payment of cost in excess of the performance deposit will be due 30 days after billing. A performance deposit will be refunded if the parade, march, or street event does not occur. 15 Section 53-210. INSURANCE REQUIRED. Permittee is required to obtain and present evidence of comprehensive liability insurance naming the City as an additional insured and a waiver subrogation on all applicable policies. The insurance requirement for small events is commercial general liability coverage of $500,000 per occurrence. The insurance requirement for large events is commercial general liability coverage of $1,000,000 per occurrence. Permittee shall not hold an event until all required insurance has been obtained and approved by the City. Permittee must furnish to the City two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the minimum coverage by insurance company(s) acceptable to the City's Risk Manager within thirty (30) days prior to the Parade, March, and Street Event. Sec. 49-17. - Conditions and requirements for permit. (c) Insurance policies naming the city as an additional insured shall be obtained with minimum covcragc for small events of five hundred thousand dollars ($500,000.00)/fivc hundred .. 999 .9 events of five hundred thousand dollars ($500,000.00)/one million dollars ($1,000,000.00)/one hundred thousand dollars ($100,000.00). Certificates evidencing the required covcragc shall be supplied the city at least five (5) days prior to the event. Section 53-211. SAVE HARMLESS AGREEMENT. Permittee is required to provide a save harmless agreement in which permittee agrees to defend, pay and save harmless the City, its officers and employees, from any and all claims or lawsuits for personal injury or property damage arising from or in any way connected to the Parade, March, or Street Event; excepting any claims arising solely out of the negligent acts of the City, its officers and employees. Sec. 49-17. - Conditions and requirements for permit. * * * * arising from the event. * * * * Section 53-212. LIMITATION OF LIABILITY. This chapter shall not be construed as imposing upon the City or its officials or employees any liability or responsibility for any injury or damage to any person in any way connected to the use for which permits has been issued. The City and its officials and employees shall not be deemed to have assumed any liability or responsibility by reasons of inspections performed, the issuance of any permit, or the approval of any use of the right-of-way. Section 53-213. PARADE, MARCH, AND STREET EVENT REQUIREMENTS. Permittees must ensure the parade, march, or street event meets the following conditions and requirements. The City shall provide permittee list of all requirements based on the type and size of the parade, march, or street event. 16 (1) Temporary traffic control devices, meeting Texas Manual on Uniform Traffic Control Devices (TMUTCD), shall be obtained by the permittee and installed in accordance with a traffic control plan approved by the City Traffic Engineer. conditions and requircments for such temporary closure imposed by the city including, but not limited to, the following: (b)AII profits dcrivcd from the event shall be uscd for charitable purposcs. (c) Sufficient the traffic engincer. {) (2) Adequate restroom facilities must be provided to accommodate the needs of the public. {#) (3) All other permits required by the state or any other public authority must be obtained by the sponsor permittee at least two (2) weeks prior to the event. (i)AII security shall be providcd by the sponsor. {}) LeU Any construction of booths, stages, displays, electrical services and plumbing shall comply with the relevant City Codes and shall be in accordance with the layout approved in the permit. K) (5) A sufficient supply of potable water shall be supplied within the event site. {4) (6) Adequate first aid stations shall be provided by the sponsor permittee. W The ,ponsor permittee shall provide continuous cleaning of the site during the event and at the conclusion of the event restore the site to the same condition it was in prior to the event. Adequate trash receptacles must be provided to accommodate the needs of the public. Any damaged public property shall be restored by the sponsor permittee upon conclusion of the event. (n) (8) Vehicles shall be prohibited from parking on grass areas within the street right-of-way. pavement markings. (p) (9) Provision shall be made for the free passage of emergency vehicles into the event area in case of emergency. to charge an admission fee. 17 in order to ensure the public safety and protect public property. (10) The Parade, March, and Street Event Director shall be onsite during the pre -event, the Parade, March, or Street Event and the post -event activities. Sec. 53-214. - Duties of permittee. conspicuously identified by arm bands. (b) The parade chairman or othcr person h ading or I ading such activity shall carry thc parade permit upon his person during thc conduct of thc prc paradc, paradc and post paradc activitics. Section 53-214. NOTIFICATION REQUIREMENTS. (a) Prior to issuance of a Parade, March, and Street Event Permit for neighborhood events, applicant shall provide a petition, as furnished by the city, containing the signatures of seventy- five (75) percent of adult residents of the street to be closed indicating their consent to the proposed street closure. The petition is due within thirty (30) days prior to the Parade, March, and Street Event. Sec. 49 16. Issuance of permits; classification of events; required fees. * * * * (a) * * * persons residing along thc street to be closed. Neighborhood event permits requirc the use of traffic control dcvices.* * * * (b) Prior to issuance of a Parade, March, and Street Event Permit for Street Events other than neighborhood events, applicant shall, at applicant's expense, notify all registered neighborhood associations, religious institutions, schools and owners of property, as shown on the current tax roll, along all block faces of the proposed street closure. Notification must be made within thirty (30) days prior to the Parade, March, and Street Event. (c) Parade, March, and Street Events other than neighborhood events, that have occurred on a yearly basis for the last five (5) years may provide notification by publication in lieu of notify all registered neighborhood associations, religious institutions, schools and owners of property, as shown on the current tax roll, along all block faces of the proposed street closure. Sec. 49-17. - Conditions and requirements for permit. * * * * considered. 18 notice by using thc standard approved form supplied by the traffic cngineer. (3)Required recipicnts of written notice. street closure as follows: that portion of the strcet to be closed to vehicular traffic. vacant, approved written notice may bc mailed to thc property owncr's last known address according to thc of the Nueces County Tax Appraisal -District's records. traffic engincer proof of having furnished the writtcn noticc required under this chapter. c.Hand delivery. Proof of each hand delivery may be shown by providing the signature of the d.Certificd mail. If written notice cannot bc made by hand delivery, proof may bc shown by the rcccipt of ccrtificd mail delivery. ('I)Posting of approved written notice rcquircd. The applicant or sponsor must post thc abutting that portion of thc street to be closed to vehicular traffic. (5)At least two (2) wceks' notice of public meeting required. The applicant or sponsor's approved writtcn noticc of thc proposed temporary strcct closure shall include noticc of thc datc, time, and location of the city council mceting at which approval of thc permit is scheduled. Section 53-215. SANITATION AND CLEAN-UP. A Parade, March, and Street Event Permit may be issued only after adequate waste disposal facilities have been identified and obtained by permittee. Permittee may be required to utilize City signage addressing litter and recycling. Such signage must be returned to the City at the end of the event. Permittee will clean the right-of-way of rubbish and debris, returning it to its pre -event condition, within 24 hours of the conclusion of the parade, march, or street event. If the permittee fails to clean up such refuse, such clean up shall be arranged by the City and the costs charged to permittee. 19 Section 53-216. REVOCATION OF PARADE, MARCH, AND STREET EVENT PERMIT. All permits issued pursuant to this chapter shall be temporary and do not vest any permanent rights. Reasons for revocation of a Parade, March, and Street Event Permit include application contained incomplete or false information; applicant does not comply with all terms and conditions of permit; applicant fails to arrange for or adequately remit all fees, deposits, or insurance to the City; or a disaster, public calamity, riot or other emergency exists. All fees, performance deposit and proof of insurance shall be submitted to the City thirty (30) days prior to the parade, march, or street event. Failure to submit all required fees, performance deposit and proof of insurance is cause for revocation. Revocation of a Parade, March, and Street Event Permit may be appealed by the same process as an appeal which results from denial of a permit. Sec. 53 207. Revocation of permit. be revokcd by thc chief of police or by thc council, rcgardless of the issuer of the permit, A permit may be rcvoked undcr thc following circumstanccs: and/or routc, including prc parade and post parade activity; peace; (3)Thc violation of thc expres€ terms or conditions of the parade permit; ('I )Any false and matcrial statement or rcprcsentation on the application. Notice of revocation will be given by the chief of police or his duly authorized agent or by a duly writing, delivered to any known member or officer of the sponsor, and, if none be available on the scone, to any person apparently in a Icadership position as would be bclicved by a man of ordinary prudence viewing the facts and circumstances, at the moment in the parade situation. Section 53-217. APPEAL PROCEDURE. Any applicant whose Parade, March, and Street Event Permit application has been denied or revoked may request a review of this decision by the City Manager. This request must be in writing and received by the City Manager within five business days of the notice of permit denial or revocation. The City Manager or designee shall set a hearing date within 15 days of receiving such appeal request. At such hearing, the applicant is entitled to be heard and present evidence in their behalf. The City Manager or designee shall determine whether the denial or revocation of the permit is justified. 20 Sec. 53 208. Appeals from revocation of permit. see-- e -- agent on thc scene. Hc shall, forthwith, either rescind the revocation, if the chief of police or not more than three (3) hours to the city managcr, who shall follow the same proccsv as the on -scene representative. Finally, if the appellant for thc applicant permittcc be dissatisfied, ho may file a written appeal of the revocation with the city secretary in the proccdure and manncr noticed, docketed, proccssed, heard and disposed of in the like manner. Section 53-218 2-1-6. PUBLIC CONDUCT DURING PARADES, MARCHES, AND STREET EVENTS (1) Interference. No person shall unreasonably hamper, obstruct, impede, or interfere with any parade, march, or street event assembly, disassembly, or with any person, vehicle or animal participating or used in a parade, march, or street event. (2) Driving through parades, marches, or street events. No driver of a vehicle shall drive between the vehicles, persons or animals comprising a parade, march, or street event when such vehicles, persons or animals are in motion and are conspicuously designated as a parade, march, or street event, unless directed by a peace officer. (3) Parking on parade, march, or street event route. The Police Department shall have the authority under both this article and other ordinances of the City regulating parking, when reasonably necessary, to prohibit or restrict the parking of vehicles along a street or road or part thereof constituting a part of the route of a parade, march, or street event. The police department shall post signs to such effect, and it shall be unlawful for any person to park or leave unattended any vehicle in violation thereof. (4) Prohibited items. The City may prohibit parade, march, or street event participants from having items, such as squirt guns or silly string, that could lead to crowd control issues or jeopardize public safety. The City will notify parade, march, and street event applicants of prohibited items. Sec. 53 216. Restraining order. Where imminent brcach of the public peace is thr tcncd or in progress by prc paradc, parado peace. Section 53-21924 PENALTY 21 Each person violating any provision of this article shall, upon conviction, be punishable by a fine of not less than fifty dollars ($50.00) nor more than five hundred dollars ($500.00) the limit provided in section 1 6. Section 53-220 248-53-249. RESERVED. Provisions not previously addressed that are repealed by ordinance SECTION 3. This ordinance takes effect after official publication. SECTION 4. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 5. Penalties are as provided in Section 1-6 of the Code of Ordinances. SECTION 6. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 22 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 th day of ATTEST: Rebecca Huerta City Secretary 23 Nelda Martinez Mayor AGENDA MEMORANDUM Future Item for the City Council Meeting of Feb. 17, 2015 Action Item for the City Council Meeting of Feb. 24, 2015 DATE: January 30, 2015 TO: Ronald L. Olson, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Appropriating funds from the Hazardous Materials Emergency Preparedness Planning Grant for the City of Corpus Christi/Nueces County LEPC Program year 2014-2015 CAPTION: Ordinance appropriating $27,674.58 from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the No. 1062 Fire Grants Fund for FY 2015 Hazardous Materials Emergency Preparedness grant program, phase II & III, to conduct a detailed hazardous materials vulnerability assessment to increase effectiveness in safety and efficiently handling hazardous materials accidents and incidents and to further enhance implementation of the Emergency Planning and Community Right -to -Know Act of 1986, with a hard match of $6,918.64. PURPOSE: The data and analysis will be used to enhance emergency plans and response procedures for emergencies involving transportation of hazardous materials and fixed site storage. BACKGROUND AND FINDINGS: The Corpus Christi/Nueces County LEPC recently completed a Commodity Flow Study to assess hazardous materials transported throughout the County including our three hazardous materials highways (IH37, US77 and US181), major rail carriers and hundreds of miles of pipelines. The study yielded 400 facilities with approximately 2,500 stored chemical substances. The proposed study will use the comprehensive commodity flow and facility data to complete a detailed risk analysis of at -risk transportation activities and industrial facilities throughout Nueces County and neighboring jurisdictions that may have an adverse impact on the public safety/health of Nueces County residents, visitors and its workforce. Phase 1 of the assessment is funded in totality in the 2014-15 LEPC budget and is nearing completion. ALTERNATIVES: If we do not accept and appropriate funds from the grant, we will have limited information to prepare plans and train for hazardous material incidents. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of Ordinance to appropriate grant funds. EMERGENCY / NON -EMERGENCY: This is a Non -Emergency, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance — Federal Grants and Office of Management and Budget FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2013- 2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount 0 This item 0 $6,918.64 0 $6,918.64 BALANCE 0 $6,918.64 0 $6,918.64 Fund(s): Comments: The FY 2014-2015 LEPC Budget can absorb the 20% match of $6,918.64. The City of Corpus Christi/Nueces County LEPC has approved a motion to accept this grant. RECOMMENDATION: Staff recommends appropriating a grant in the amount of $27,674.58 received from the Texas Department of Public Safety Division of Emergency Management for Hazardous Materials Preparedness Planning. LIST OF SUPPORTING DOCUMENTS: Ordinance Award Letter Contract Ordinance appropriating $27,674.58 from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the No. 1062 Fire Grants Fund for FY 2015 Hazardous Materials Emergency Preparedness grant program, phase II & III, to conduct a detailed hazardous materials vulnerability assessment to increase effectiveness in safety and efficiently handling hazardous materials accidents and incidents and to further enhance implementation of the Emergency Planning and Community Right - to Know Act of 1986, with a hard match of $6,918.64; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $27,674.58 grant from the Texas Department of Public Safety, Governor's Division of Emergency Management is appropriated in the No. 1062 Fire Grants Fund to conduct a detailed hazardous materials vulnerability assessment to increase effectiveness in safety and efficiently handling hazardous materials accidents and incidents and to further enhance implementation of the Emergency Planning and Community Right -to Know Act of 1986 for FY 2015 Hazardous Materials Emergency Preparedness grant program, with a hard match of $6,918.64. 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 th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor STEVEN C. McCRAW DIRECTOR DAVID G. BAKER ROBERT J, BODISCH, SR. DEPUTY DIRECTORS TEXAS DEPARTMENT OF PUBLIC SAFETY 5805 N LAMAR BLVD • BOX 4087 . AUSTEN, TEXAS 78773-0001 5121424-2000 www.dps.texas._ov October 22, 2014 Ms. Joanne Salge City of Corpus Christi, Nueces County LEPC 2406 Leopard St., Suite 300 Corpus Christi, TX 78408 Dear Ms. Salge, COMMISSION A. CYNTHIA LEON, CHAIR MANNY FLORES FAITH JOHNSON STEVEN P. MACH RANDY WATSON The State Emergency Response Commission (SERC) Planning Committee has met and allocated FY15 Hazardous Material Emergency Preparedness (HMEP) funds for your Local Emergency Planning Committee. After careful consideration and review of the City of Corpus Christi, Nueces County LEPC HMEP Planning Grant, the SERC has decided that your application meets all of the eligibility criteria and the goals of the HMEP Planning Grant Program. Here are the results for your LEPC: LEPC Award Match Total City of Corpus Christi, Nueces County LEPC $27,674.58 $6,918.64 $34,593.22 Please contact Gabriela Stermolle, the Technological Hazards Unit Supervisor, with any questions you may have at 512-424-5989 or by email at Gabriela.Stermolle@dps.texas.gov. We appreciate your interest in the HMEP Planning Grant and hope that your participation in this coming year will be rewardin fo, your community. Respefully, W. Nim Kidd, CEM + Assistant Director Texas Department of Public Safety Chief Texas Division of Emergency Management EQUAL OPPORTUNITY EMPLOYER COURTESY • SERVICE • PROTECTION City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 AGREEMENT FOR HAZARDOUS MATERIALS EMERGENCY PREPAREDNESS PLANNING GRANT STATE OF TEXAS § City of Corpus Christi, Nueces County LEPC § PARTIES Pursuant to the authority of Texas Government Code §§ 418.043 and 418.044 and/or § 791.011, this Agreement for a Hazardous Materials Emergency Preparedness (HMEP) Planning Grant is made by and between the State of Texas, acting by and through the Texas Department of Public Safety (TXDPS), Texas Division of Emergency Management (TDEM), hereinafter called the "TXDPS," and City of Corpus Christi, Nueces County Local Emergency Planning Committee (LEPC) hereinafter referred to as the "Grantee," serving as a fiscal agent for the City of Corpus Christi, Nueces County LEPC, serving as an authorized representatives of the Grantee. WITNESS Whereas, TXDPS has no programmed resources to implement United States Department of Transportation (USDOT) 49 CFR 110; and WHEREAS, TXDPS shall receive funds from the USDOT to accomplish the tasks detailed in this Agreement. AGREEMENT NOW, THEREFORE, TXDPS and the Grantee, in consideration of the mutual covenants and agreements contained herein, do mutually agree as follows: The Grantee shall assist with and provide the local match for hazardous materials emergency preparedness planning activities in connection with the project as stated in the Articles to follow and outlined hereafter. All services performed under this Agreement shall be performed under the supervision of the Assistant Director for TXDPS, TDEM, represented by the Hazardous Materials Preparedness Officer as TXDPS Project Officer. 1. AGREEMENT PERIOD This Agreement shall become effective upon the date of final execution by TXDPS and shall be completed by September 30, 2015, unless terminated in a manner defined herein. By mutual written agreement between TXDPS and the Grantee, this Agreement may be renewed for up to three (3) years in one (1) year terms. 2. SERVICES TO BE PROVIDED BY THE GRANTEE The Grantee shall: Page 1 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 A. Complete a hazardous materials vulnerability assessment and provide the required local match to increase effectiveness in safely and efficiently handling hazardous materials transportation incidents. B. Provide Progress Reports and Financial Reports as outlined in Section 6: Inspection of Work and Progress Reports. 3. SERVICES TO BE PROVIDED BY TXDPS TXDPS shall provide planning assistance to the Grantee in the form of guidance to ensure that the Grantee shall complete the deliverables listed above on a timely manner. 4. COMPENSATION A. The estimated total approved cost of the project which is the subject of this agreement is: Thirty -Four Thousand Five Hundred Ninety -Three Dollars and Twenty -Two Cents ($34,593.22) B. The maximum amount payable by TXDPS under this agreement is: Twenty -Seven Thousand Six Hundred Seventy -Four Dollars and Fifty -Eight Cents ($27,674.58) C. The Grantee shall provide a match that equals or exceeds: Six Thousand Nine Hundred Eighteen Dollars and Sixty -Four Cents ($6,918.64) D. TXDPS shall pay Grantee within thirty (30) days from receipt of the Grantee's documentation for reimbursable expenses, provided the request for payment is properly prepared, executed, and documented, and payment has been approved by the Pipeline and Hazardous Material Safety Administration (PHMSA). E. TXDPS and/or Grantee paying for the performance of governmental functions or services shall make those payments from current revenues available to TXDPS and/or Grantee in accordance with Texas Government Code Section 791.011, Interlocal Cooperation Act. F. The Grantee agrees that the aggregate of funds of the LEPC shall be maintained at a level that does not fall below the average level of such expenditures for the two (2) federal fiscal years prior to this grant project, exclusive of federal funds and twenty percent (20%) cost match for this grant, for developing, improving, and implementing emergency plans under Emergency Preparedness and Community Right -to -Know Act (EPCRA) (42 U.S.C. Chapter 116). G. To receive reimbursement for allowable costs, the Grantee shall: 1) Submit quarterly financial reports with the following: (a) Invoices or receipts Page 2 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 (b) Canceled checks or other proof of payment for each expense 2) Provide proof of the LEPC match for the quarter: (a) Match shall be used directly in connection with the approved activities. (b) Match shall be from non-federal funds or in-kind as outlined in (d) below (c) If match is from soft funds, such as those included in (d) below, either the LEPC Chair or Vice Chair shall sign certifying the soft funds match once funds are expended. (d) The soft funds match shall include any of the following expenses that are reasonable, allowable, and allocable to the project: i. Salaries, fringe benefits, per diem, housing, or travel expenses incurred by any person other than government employee while attending training classes or involved in program activities related to this project. ii. Private contributions, such as corporate contributions of facilities or services such as free classroom space, utilized for this project. iii. Voluntary contributions related to this project, such as firefighter support, emergency personnel support, and the staff time of any LEPC member. iv. Equipment or facilities used for program related exercises, whether public or private. v. Facility space necessary to conduct activities for the project. vi. University students volunteering time to aid in collection of data related to the project. (e) Non-federal match funds shall not be utilized for match on other programs or grants. H. Final payment shall be withheld until all deliverables paid for under this Agreement have been received by State. I. The Grantee shall furnish all equipment, materials, and supplies required to perform the project. 5. INITIATION OF PROJECT WORK The Grantee shall not begin the work outlined herein until final execution of this Agreement by TXDPS. 6. INSPECTION OF WORK AND PROGRESS REPORTING A. The Grantee shall, from time to time during progress of the work defined herein, confer with TXDPS. TXDPS's Project Officer has the right to inspect work being performed pursuant to this Agreement in a manner that shall not unduly delay the work. The Grantee shall prepare and present such information and data as may be pertinent and necessary or as may be requested by TXDPS in order to evaluate the progress of the work being performed by the Grantee. Page 3 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 B. The Grantee's Project Officer shall render required reports to TXDPS's Project Officer, including: 1) Progress reports according to the schedule in C below, and in the format outlined in Attachment 3. 2) Financial reports according to the schedule in C below and in the format outlined in Attachment 4, with all required supporting documentation. 3) A final project report, which shall summarize the work performed and accomplishments. 4) A final financial report and all remaining invoices for reimbursement, supported by appropriate documentation of expenses, including any remaining LEPC match. 5) A copy of all deliverables derived from this Agreement. C. Progress/Financial/Final Report Schedule: 1) First Report (October — December) Due to TXDPS by January 8, 2015 2) Second Report (January — March) Due to TXDPS by April 8, 2015 3) Third Report (April— June) Due to TXDPS by July 8, 2015 4) Final Report due October 8, 2015 (See Section 6 B3 and B4 above) Progress reports and the final project report shall be submitted by mail, facsimile, or e-mail. Financial reports, with original signature, along with all supporting documentation, shall be sent by mail or courier. 7. TERMINATION A. This Agreement may be terminated by any of the following conditions: 1) By mutual agreement and written consent of both parties. 2) By TXDPS upon written notice to the Grantee as consequence of the Grantee's failure to perform the services herein in a satisfactory manner and within the limits provided, with proper allowances being made for circumstances beyond the control of the Grantee, as determined in good faith and reasonable business judgment by TXDPS. 3) For convenience of TXDPS upon not less than ten (10) days' written notice to the Grantee. 4) By satisfactory completion of all services and obligations described herein. B. Should TXDPS terminate this Agreement as herein provided, no expenses, except those due and payable at the time of termination, shall thereafter be paid to the Grantee. Payment for the work at the time of termination shall be based upon work completed at that time. C. The termination of this Agreement and payment of any amount in the settlement as prescribed herein shall extinguish all rights, duties, obligations, and liabilities of TXDPS and the Grantee under this Agreement. 8. DISPUTES The Grantee shall be responsible for the settlement of all contractual and administrative issues arising out of procurement made by the Grantee in support of this grant program. Any disputes concerning Page 4 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 the work or obligations defined herein or additional costs, or any non -procurement issues shall be settled at the sole discretion of TXDPS. 9. INDEMNIFICATION To the extent authorized by the Constitution and laws of TXDPS of Texas, the Grantee shall indemnify and hold harmless TXDPS, its officers and employees from all third party claims for injury to, or death of, persons and damage to, or loss of, physical property directly due to activities of itself, its agents, contractors, officers, or employees, performed under this Agreement and which result from the negligence or willful misconduct of the Grantee or of any person employed by the Grantee. The Grantee shall also indemnify and hold harmless TXDPS, its officers and employees from any and all expenses, including attorney fees, which might be incurred by TXDPS, its officers and employees as a result of such activities by the Grantee, its agents, contractors, officers, and employees. 10. COMPLIANCE WITH LAWS The Grantee shall comply with all Federal, State and local laws, statutes, ordinances, rules, regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Agreement. 11. ASSURANCES The Grantee assures that no person shall, on the grounds of race, creed, color, handicap, national origin, gender, political affiliation, or belief be excluded from, be denied benefit of, or be subjected to discrimination under any program or activity funded in whole or in part under this Agreement. Incorporated by reference the same as if specifically written herein are rules, regulations, and all other requirements imposed by law, including but not limited to compliance with those pertinent rules and regulations of TXDPS of Texas and those of United States agencies providing funds to the State of Texas. To the extent it applies, Grantee shall comply with Texas Government Code, Chapter 783, 1 TAC 5.141 et seq., and the Uniform Grant Management Standards, State Uniform Administrative Requirements for Grants and Cooperative Agreements, Section III, Subpart B, § 14 (Attached as "Attachment 2"). 12. AUDIT REQUIREMENTS The Grantee hereby agrees to comply with the requirements specified in the Single Audit Act, 31 U.S.C. §§ 7500 et seq. (Supp.1999) (Public Law 104-156), as applicable. 13. WRITTEN MODIFICATION No modification or amendment to this Agreement shall become valid unless in writing and signed by both parties. 14. FALSE OR FRADULENT STATEMENT OF CLAIMS The Program Fraud Civil Remedies found in 49 C.F.R. Part 31 apply to this program. The Grantee acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to U.S. Department of Transportation (USDOT) in connection with this program, USDOT Page 5 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 has the right to pursue and impose on the Grantee civil and criminal penalties. 15. PROVISIONS AND AMENDMENTS The Grantee and its contractors, subcontractors, employees, and representatives shall comply with all applicable provisions of 49 CFR 18, 49 CFR 110, and any amendment to this Agreement. 16. OTHER The Grantee certifies it is in compliance with Sections 301 and 303 of Emergency Preparedness and Community Right -to -Know Act (EPCRA). The Grantee agrees to: A. Have a current chemical emergency response plan. 1) The plan is reviewed and updated (if needed) at least annually, and 2) The plan includes the following: a. Affected facilities and transportation routes; b. Emergency notification and response procedures; c. Community and facility emergency coordinators; d. Methods to determine the occurrence and extent of a release; e. Available response equipment and personnel; f. Evacuation plans; g. Training and practice programs and schedules; and h. Methods and schedules for exercising the plan. B. Have an active LEPC whose membership includes (at a minimum): 1) Elected State and local officials; 2) Police, fire, civil defense, and public health professionals; 3) Environment, transportation, and hospital officials; 4) Facility representatives; or 5) Representatives from community groups and the media. 17. PROJECT OFFICERS The Project Officers for this Agreement are: A. For TXDPS: Name: Gabriela Stermolle Technological Hazards Unit Supervisor Texas Division of Emergency Management Texas Department of Public Safety Address: PO Box 4087 Austin, Texas 78773-0220 Telephone: (512) 424-5989 Fax: (512) 424-5354 E-mail: Gabriela.Stermolle@dps.texas.gov Page 6 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 B. For the Grantee: Name: Joanne Salge LEPC Administrator Address: 2406 Leopard Street, Suite 300 Corpus Christi, Texas, 78408 Telephone: 361-826-3960 Fax: 361-826-4417 E-mail: JoanneS@cctexas.com 18. SIGNATORY AUTHORITY The undersigned signatory for the Grantee hereby represents and warrants that he/she is an officer of the organization for which he/she has executed this Agreement, and that he/she has executed this Agreement, and that he/she has full and complete authority to enter into this Agreement on behalf of the Grantee. IN TESTIMONY WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate effective the date of the last signature to this Agreement. FOR TXDPS FOR THE GRANTEE Texas Department of Public Safety City of Corpus Christi, Nueces County Texas Division of Emergency Management LEPC Name of Agency Name of Jurisdiction BY: BY: Authorized Signature Authorized Signature Robert J. Bodisch Ronald R. Olson Printed Name Printed Name Deputy Director Homeland Security and Services Corpus Christi City Manager Title Title Date Date Page 7 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 APPENDIX A COMBINED ASSURANCES The Grantee shall refer to the regulations cited below to determine the certification to which it is required to attest. Signatures on this form provide for compliance with federal certification requirements, including those under 34 CFR Part 84, "New Restrictions for Drug -Free Workplace (Grants)." The certifications shall be treated as material representation of fact upon which reliance shall be placed when the Agency determines to award the covered transaction, grant, or cooperative agreement. 1. RESTRICTIONS ON LOBBYING The Grantee shall not conduct political lobbying, as defined in the statutes, regulations and 2 CFR 225 — "Lobbying," within the federally -supported project. The Grantee shall not use federal funds for lobbying specifically to obtain grants and cooperative agreements. The Grantee shall comply with 49 CFR 20, U.S. Department of Transportation "New Restrictions on Lobbying." 49 CFR 20 is incorporated by reference into this Agreement. 49 CFR 20 is available at: www.dot.qov/ost/m60/grant/regs.htm. 2. GOVERNMENTWIDE DEBARMENT AND SUSPENSION (Non -procurement) The Grantee shall comply with the provisions of Executive Order 12549, "Debarment and Suspension," which generally prohibits entities that have been debarred, suspended, or voluntarily excluded from participating in federal non -procurement transactions either through primary or lower -tier covered transactions. The Grantee shall comply with 2 CFR Part 1200, Department of Transportation Non -procurement Suspension Debarment. The Grantee is encouraged to subscribe to and utilize the Monthly Lists of Parties Excluded from Federal Procurement or Non -procurement Programs published by GSA and found at: www.epls.qov. 2 CFR 1200 is incorporated by reference into this Agreement. 2 CFR 1200 is available at www.gpoaccess by clicking on 2 CFR Part 1200. 3. DRUG-FREE WORKPLACE The Grantee shall comply with the provisions of Public Law 100-690, Title V, Subtitle D, "Drug - Free Workplace Act of 1988," which requires the Grantee to take steps to provide a drug-free workplace. The Grantee shall comply with 49 CFR 32, "Government -wide Requirements for Drug Free Workplace (Financial Assistance)." 49 CFR 32 is incorporated by reference into this Agreement. 49 CFR 32 is available at: www.dot.qov/ost/m60/grant/ord4600.htm. Page 8 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 The Grantee may insert in the space provided below the site(s) for the performance of work done in connection with the specific grant: PLACE OF PERFORMANCE (Street Address, City, County, State, Zip Code) 0(o _iL.o MAW-, -, 300 CBv , i exao- 17 tt o 8 (Street Address) (City, County, State, Zip Code) As the duly authorized representative of the Grantee, I hereby certify that the Grantee shall comply with the above certifications. City of Corpus Christi, Nueces County LEPC Rona I R. Lsc)n Conus Choy+, C R - (Name Grantee) (Printed Name and Title of Authorized Official) (Signature of Authorized Official) (Date) Page 9 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 APPENDIX B ASSURANCE OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 DEPARTMENT OF TRANSPORTATION City of Corpus Christi, Nueces County LEPC, hereinafter referred to as Grantee, hereby agrees that as a condition to receiving any Federal financial assistance from the Department of Transportation through the State it shall comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-42 U.S.C. 2000d-4 (hereinafter referred to as the Act) and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally - assisted Programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964 (hereinafter referred to as the Regulations) and other pertinent directives, to the end that in accordance with the Act, Regulations, and other pertinent directives, no person in the United States shall, on the grounds of race, color, sex or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Grantee receives Federal financial assistance from the Department of Transportation through TXDPS, and hereby gives assurance that it will promptly take any measures necessary to effectuate this Agreement. This assurance is required by subsection 21.7(a) (1) of the Regulations. More specifically and without limiting the above general assurance, the Grantee hereby gives the following specific assurance with respect to the project: 1. That the Grantee shall operate each "program" and each "facility" as defined in subsections 21.23(e) and 21.23(b) of the Regulations, in compliance with all requirements imposed by, or pursuant to, the Regulations. 2. That the Grantee shall insert the following notification in all solicitations for bids for work or material subject to the Regulations and, in adapted form in all proposals for negotiated agreements: The Grantee, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d-4 and Title 49 Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally -assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it shall affirmatively insure that in regard to any contract entered into pursuant to this advertisement, minority business enterprises shall be afforded full opportunity to submit bids in response to this invitation and shall not be discriminated against on the grounds of race, color, sex, or national origin in consideration for an award. 3. That the Grantee shall insert the clauses of Appendix C of this Agreement in every contract subject to the Act and the Regulations. 4. That this assurance obligates the Grantee for the period during which federal financial assistance is extended to the project. 5. The Grantee shall provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he delegates specific authority to give reasonable guarantee that it, other recipients, subgrantees, contractors, transferees, successors in interest, and other participants of Federal financial assistance under such Page 10 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 program shall comply with all requirements imposed or pursuant to the Act, the Regulations and this assurance. 6. The Grantee agrees to comply with all provisions of Executive Order No. 11246 (September 24, 1965), the rules, regulations, and relevant Orders of the Secretary of Labor, Appendix A — E and Attachments 1 and 2. 7. The Grantee agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Act, and Regulations, and this assurance. This assurance is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, discounts or other Federal financial assistance extended after the date hereof to the Grantee by the Department of Transportation and is binding on it, other recipients, subgrantees, contractors, subcontractors, transferees, successors in interest and other participants in the Department of Transportation Program. The person or persons whose signatures appear below are authorized to sign this assurance on behalf of the Grantee. City of Corpus Christi, Nueces County LEPC P-,onct,ld, P. O1S°n, corpv, 17kri4i ci ki vviczntjet2. (Name Grantee) (Printed Name and Title of Authorized Official) (Signature of Authorized Official) (Date) Page 11 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 APPENDIX C ASSURANCE OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 DEPARTMENT OF TRANSPORTATION During the performance of this Agreement, the Contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "Contractor") agrees: 1. Compliance with Regulations: The Contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "USDOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the Grantee, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitation for Subcontractors, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by TXDPS or the Pipeline and Hazardous Materials Safety Administration (PHMSA) to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information the Contractor shall so certify to the Grantee, State or PHMSA and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with nondiscrimination provisions of this Agreement, the Grantee shall impose contract sanctions as it, TXDPS or PHMSA may determine to be appropriate, including, but not limited to: (a) Withholding of payments to the Contractor under the contract until the Contractor complies; and/or (b) Cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorporation of Provisions: The Contractor include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurements as TXDPS or PHMSA may direct as a means of enforcing such provisions including Page 12 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 sanctions for noncompliance: provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontract or supplier as a result of such direction, the Contractor may request TXDPS to enter into such litigation to protect the interests of the Grantee and, in addition the Contractor may request the United States to enter into such litigation to protect the interest of the United States. City of Corpus Christi, Nueces County LEPC Pont P. Olson (Name Grantee) (Printed Name and Title of Authorized Official) (Signature of Authorized Official) (Date) Page 13 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 APPENDIX D ASSURANCE OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 DEPARTMENT OF TRANSPORTATION The following clauses shall be included in all deeds, licenses, leases, permits, or similar instruments entered into by the Grantee. The Grantee as a part of the consideration hereof, does hereby covenant and agree that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this [deed, license, lease permit] for a purpose for which a Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the Grantee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination of Federally - Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of the above nondiscrimination covenants, the Grantee shall have the right to terminate [license lease, permit] and to re-enter and repossess said land and the facilities thereon, and hold the same as if said [license, lease permit] had never been made or issued. That in the event of breach of any of the above nondiscrimination covenants, the Grantee shall have the right to re-enter said lands and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of Grantee and its assigns. The following shall be included in all deeds, licenses, leases, permits, or similar agreements entered into by the Grantee. The Grantee, does hereby covenant and agree that (1) no person on the grounds of race, color, sex, or national origin shall be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over or under such land and the furnishing services thereon, no person on the grounds of race color, sex, or national origin shall be excluded from the participation in, be denied the benefits of, or be otherwise subjected to discrimination, and (3) that the Grantee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally - Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, the Grantee shall have the right to terminate the [license, lease permit] and to re-enter and repossess said land and the facilities thereon, and hold the same as if said [license, lease permit] had never been made or issued. Page 14 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 That in the event of breach of any of the above nondiscrimination covenants, Grantee has the right to re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of Grantee. Reverted clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purpose of Title VI of the Civil Rights Act of 1964. City of Corpus Christi, Nueces County LEPC pDnald 11.0150n, COrpos CHnSEi C1-) blan 2r'' (Name Grantee) (Printed Name and Title of Authorized Official) (Signature of Authorized Official) (Date) Page 15 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 APPENDIX E ASSURANCES - NON -CONSTRUCTION PROGRAMS NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions contact TXDPS Project Officer listed within this Agreement. As the duly authorized representative of the Grantee, I certify that the Grantee: 1. Has the legal authority to apply for Federal assistance and the institutional, managerial and financial capability (including funds sufficient to pay the non-federal share of project cost) to ensure proper planning, management and completion of the project described in this application. 2. Shall give the awarding agency, the Comptroller General of the United States and, if appropriate, TXDPS, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award; and shall establish a proper accounting system in accordance with generally accepted accounting standards or agency directives. 3. Shall establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 4. Shall initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 5. Shall comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§ 4728-4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 6. Shall comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101- 6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§ 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title VII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, (j) the requirements of any other nondiscrimination statute(s) which may apply to the application. Page 16 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 7. Shall comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or Federally -assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 8. Shall comply, as applicable, with provisions of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. 9. Shall comply, as applicable, with the provisions of the Davis -Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and 18 U.S.C. § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for Federally -assisted construction sub -agreements. 10. Shall comply, if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is ten thousand dollars ($10,000.00) or more. 11. Shall comply with environmental standards which may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive Order 11514; (b) notification of violating facilities pursuant to Executive Order 11738; (c) protection of wetlands pursuant to Executive Order 11990; (d) evaluation of flood hazards in floodplains in accordance with Executive Order 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§ 1451 et seq.); (f) conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§ 7401 et seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93-523); and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93-205). 12. Shall comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. 13. Shall assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. § 470), Executive Order 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§ 469a-1 et seq.). 14. Shall comply with P.L. 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance. 15. Shall comply with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. §§ 2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance. Page 17 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 16. Shall comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§ 4801 et seq.) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures. 17. Shall cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non -Profit Organizations." 18. Shall comply with all applicable requirements of all other federal laws, executive orders, regulations, and policies governing this program. City of Corpus Christi, Nueces County LEPC ,00aki, i, 015m, Coy u (c rts1:, 410-rtele- (Name Grantee) (Printed Name and Title of Authorized Official) (Signature of Authorized Official) (Date) Page 18 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 ATTACHMENT 1 GENERAL TERMS AND CONDITIONS The Grantee shall comply with the conditions applicable to this Agreement as set forth in this document. 1 ACCOMPLISHMENT OF THE AGREEMENT. 1.1 General Requirements. The Grantee shall commence, carry out, and complete the Agreement with all practicable dispatch, in a sound, economical, and efficient manner, and in accordance with the terms of this document and all applicable laws, regulations, project or program schedules, and applicable U.S. Department of Transportation (USDOT) or Receiving Agency published policies. The terms of 49 CFR Part 18, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," apply to this Agreement. 1.2 Compliance with Federal, State, and Local Law. In performing its obligations under this Agreement, the Grantee shall comply with all applicable provisions of Federal, State, and local laws, regulations, and USDOT directives. The Grantee understands and agrees that Federal laws, regulations, policies, and related administrative practices in force and made applicable to this Agreement on the date of execution may be modified, and that the most recent of such provisions shall govern administration of this Agreement, except if there is sufficient evidence in the Agreement of a contrary intent. Likewise, new Federal laws, regulations, policies and administrative practices that are established after the date of execution may be applied to this Agreement. All limits or standards set forth in this Agreement are minimum requirements. If there is a conflict between federal and state or local requirements, the Grantee shall inform State in order that an appropriate resolution may be arranged. 1.3 Cost Principles. A Grantee shall use program funds only for expenditures incurred for approved activities in accordance with the Agreement Instructions, and the cost principles of OMB Circular A-87, Revised, which are incorporated by reference in 49 CFR Part 18. 2 DELIVERABLES. 2.1 Published Materials. If the Grantee publishes materials that have been prepared with grant funds, the Grantee shall provide State and USDOT reprints of the publication at no cost to State and USDOT. The Grantee shall acknowledge any publication based on work supported by this Agreement essentially as follows: "Publication of material was supported by the U.S. Department of Transportation, Pipeline and Hazardous Materials Safety Administration, Grant No. HMETX7014150. " 3 COPYRIGHTABLE WORK. If the Agreement results in a book or other copyrightable work, the Grantee or author may copyright the work, provided that the Grantee or author provides State and USDOT a royalty -free, nonexclusive and irrevocable license to reproduce, publish, or otherwise use the work, and to authorized others to do so, as set forth in Section 8 below. 4 CHANGED CONDITIONS OF PERFORMANCE (Including Litigation). The Grantee shall immediately notify TXDPS and USDOT of any change in local law, conditions, or any other event, including any litigation challenging the validity of or seeking interpretation of any Federal law or regulation applicable to the Federal Hazardous Materials Transportation Program, which Page 19 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 may significantly affect the Grantee's ability to perform the program in accordance with the terms of this Agreement. In addition, the Grantee shall immediately notify TXDPS of any decision pertaining to the Grantee's conduct of litigation that may affect State interests in the program or State administration or enforcement of applicable federal laws or regulations. Before the Grantee joins (as a third party) in litigation that affects State or USDOT interests in the program, or State or USDOT Administration or enforcement of applicable federal laws or regulations, the Grantee shall first inform State and USDOT. 5 ACCOUNTING RECORDS. 5.1 Funds Received or Made Available for the Agreement 5.1.1 Allowable Costs. State shall reimburse as allowable costs expenditures made by the Grantee to the extent that they meet all of the following requirements. Expenditures shall: 5.1.1.1 Be made in conformance with the program budget and all other provisions of this Agreement; 5.1.1.2 Be necessary to accomplish the program objectives; 5.1.1.3 Be reasonable in amount for the goods or services purchased; 5.1.1.4 Be actual net costs to the Grantee (i.e., price paid minus any refunds, rebates, or other value received by the Grantee that have the effect of reducing the cost actually incurred, excluding program income as defined in OMB Circular A-87, Revised); 5.1.1.5 Be incurred (and be for work performed) after the date of this Agreement, unless specific authorization from State to the contrary is received; 5.1.1.6 Be in conformance with the standards for allowability of costs set forth in OMB Circular A-87, Revised; 5.1.1.7 Be satisfactorily documented; and 5.1.1.8 Be treated uniformly and consistently under accounting principles and procedures approved or prescribed by TXDPS. 5.2 Audit and Inspection. 5.2.1 The Grantee shall permit TXDPS, State Auditor's Officer, Secretary and the Comptroller General of the United States, PHMSA or any of their duly authorized representatives to inspect all work, materials, payrolls, and other data and records that pertain to the program, and to audit the books, records, and accounts of the Grantee that pertain to the Agreement. 5.2.2 The Grantee is responsible for meeting the audit requirements of OMB Page 20 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 Circular A-133, or any revision or supplement to the circular. 5.2.3 Closeout of the Agreement shall not alter the Grantee's audit responsibilities. 6 EQUAL EMPLOYMENT OPPORTUNITY 6.1 The Grantee shall take steps to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, age, creed, sex, or national origin. There shall be no discrimination in actions such as employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 6.2 The Grantee shall post in conspicuous places, available to employees, applications for employment, names of students, fellows and recipients of scholarships, fellowships and assistantships, and notices setting forth the provisions of this Equal Opportunity clause. 6.3 The Grantee shall send to each labor union or representative of workers with which it has a collective bargaining or other agreement or understanding, a notice, advising the labor union or workers' representative of the Grantee's commitments under this Equal Opportunity clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 7 PATENT RIGHTS. 7.1 The patent rights clause of Attachment A of OMB Circular No. A-124, (implementing the Patent and Trademark Amendments of 1980, 35 D.S.C. § 200 et. seq.) and any subsequent amendments shall apply, when the purpose is to perform experimental, development, or research work. 7.2 The Grantee shall notify TXDPS promptly if any patentable invention(s) (i.e., processes, compositions of matter, or items thought to be new) is produced in the course of work done under this Agreement. Except as stated in 37 CFR 401.3(a), the Grantee is given the right to retain title to any patents issued for work performed under this Agreement. 8 COPYRIGHTS. 8.1 Except as otherwise provided in the terms and conditions of this Agreement, the author or the Grantee shall copyright any books, publications, or other copyrightable materials developed in the course of or under this Agreement. However, TXDPS and USDOT reserve a royalty -free, nonexclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the work for State or Federal Government purposes. 9 The Grantee shall not incorporate material copyrighted by others into any work product delivered under this Agreement unless it has acquired for TXDPS and USDOT a royalty - free, nonexclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the work for Government purposes. 9.1 The Grantee shall arrange for publication of initial reports of original research, supported in whole or in part by Agreement funds, in primary scientific journals and copyright by the journal unless the journal's copyright policy would preclude individuals from making or having Page 21 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 made by any means available to them, without regard to the copyright of the journal and without royalty, a single copy of any such article for their own use. 10 RIGHTS IN DATA. 10.1 The term "subject data" as used in this Agreement means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineations in media such as drawings or photographs; audio-visual recordings such as films and videotapes; text in specifications or related performance or design -type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. 10.1.1 Examples of "subject data" include, but are not limited to: engineering drawings and associated lists; specifications; standards; process sheets; manuals; technical reports; catalog item identifications; and related information. 10.1.2 The term does not include financial reports, costs analyses, and similar information incidental to program administration. 10.2 With respect to all subject data first produced in the performance of this Agreement, State and USDOT reserve a royalty -free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for State and federal government purposes: 10.2.1 Any work developed under this Agreement, irrespective of whether or not a copyright has been obtained; and 10.2.2 Any rights of copyright to which the Grantee purchases ownership with USDOT assistance. 10.3 When USDOT provides assistance to TXDPS for a program involving emergency planning and training, it is USDOT's intent to increase the body of transportation knowledge, rather than to limit the benefit of the program to the parties to the Agreement. Therefore, TXDPS and the Grantee that have received assistance to support research, financed under the Federal Hazardous Material Transportation Law (49 U. S. C. Section 5101 et. seq.), understand and agree that, in addition to the rights set forth in Subsection 10.2 of this Agreement, USDOT may make available to any USDOT Grantee, subgrantee, subrecipient, third -party Contractor, or third -party subcontractor, either USDOT's license in the copyright to the "subject data" derived under this Agreement or a copy of the "subject data" first produced under this Agreement. 10.4 Nothing contained in this clause implies a license to USDOT under any patent or can be construed as affecting the scope of any license or other right otherwise granted to USDOT under any patent. 10.5 Subsections 10.2 through 10.3 of this document are not applicable to material furnished to the Grantee, via TXDPS, by USDOT and incorporated in the work furnished under the Agreement, provided that the Grantee identifies the incorporated material when the work is delivered. Page 22 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 10.6 If the program, which is the subject of this Agreement, is not completed, for any reason whatsoever, all data developed under that program becomes subject data as defined in Subsection 10.1 of this Agreement and shall be delivered as State or USDOT may direct. 10.7 The requirements of Subsections 10.1 through 10.6 of this document shall be included in all sub -contracts, third party contracts of the Grantee under this program. 10.8 Collection of Data. The Grantee shall not represent that information is being collected for, or in association with, the Federal government unless the HMEP Program Manager for TXDPS and the Authorizing Official from the U.S. USDOT have given prior approval and OMB clearance procedures contained in 5 CFR 1320 have been followed where required. 10.9 Rights in Technical Data to intangible property under this Agreement are governed in accordance with 49 CFR 18.34, "Copyrights.' 11 PRIVACY. Should TXDPS, or the Grantee, or their employees administer any system of records on behalf of USDOT, the Privacy Act of 1974, 5 U.S.C. § 552a (the Act), imposes information requirements on the party administering the system of records. 11.1 When the Agreement involves the operation of a system of records on individuals to accomplish a USDOT function, TXDPS and the Grantee, and their employees involved in the function are considered, for purposes of the Privacy Act, to be USDOT employees with respect to the USDOT function. The requirements of the Act, including the civil and criminal penalties for violations of the Act, apply to those individuals involved. Failure to comply with the Privacy Act or this Section 11 subjects this Agreement to termination. 11.2 Definitions. As used in Section 11: 11.2.1 "Operation of a system of records" means performance of any of the activities associated with maintaining the system of records on behalf of USDOT including the collection, use and dissemination of records. 11.3 "Records" means any item, collection, or grouping of information about an individual that is maintained by the Grantee or State on behalf of USDOT including, but not limited to, his or her education, financial transactions, medical history, and criminal or employment history and that contains his or her name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a finger or voice print or a photograph. 11.3.1 "System of records" on individuals means a group of any records under the control of TXDPS or the Grantee on behalf of USDOT from which information is retrieved by the name of the individual or by some identifying number, symbol or other identifying particular assigned to the individual. 11.4 The Grantee shall: 11.4.1 Comply with the provisions of the Privacy Act of 1974, 5 U.S.C. § 552a and, implement regulations when performance under the program involves the design, development, or operation of any system of records on individuals to be operated by the Grantee, its subcontractors, or their employees to accomplish a USDOT function; 11.4.2 Notify USDOT when the Grantee, its subcontractors, or their employees anticipate operating a system of records on behalf of USDOT in order to Page 23 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 implement the program, if such system contains information about an individual's name or other identifier assigned to the individual. The Grantee may not use a system of records subject to the Act in performing this Agreement until the necessary and applicable approval and publication requirements have been met. The Grantee, its subcontractors, and their employees agree to correct, maintain, disseminate, and use such records in accordance with the terms of the Act, and to comply with all applicable terms of the Act; 11.4.3 Include in every solicitation and in every third -party Agreement, when the performance of work under that proposed third -party Agreement may involve the design, development, or operation of a system of records on individuals to be operated under that third -party Agreement or to accomplish a USDOT function, a Privacy Act notification informing the third -party subcontractors that it shall be required to design, develop, or operate a system of records on individuals to accomplish a USDOT function subject to the Privacy Act of 1974, 5 U.S.C. § 552a, and applicable DOT regulations, and that a violation of the Act may involve the imposition of criminal penalties; and 11.4.4 Include the text of Subsections 11.4.1 through 11.4.3 in all third -party contracts, which work for this Agreement is performed or which is awarded pursuant to this Agreement or which may involve the design, development, or operation of such a system of records on behalf of USDOT. 12 RECORDS. 12.1 The Grantee shall maintain records for this Agreement to comply with 49 CFR § 18.42. Section 18.42 provides that the Grantee shall retain financial records, supporting documents, statistical records, records for non -expendable property, and all other records pertinent to this Agreement for three (3) years from the date of completion of this Agreement. 12.2 Records associated with any litigation, claim or audit started before the expiration of the 3 -year period, shall be retained until all litigation, claims or audit findings involving the records have been resolved. 13 Travel. Any travel necessary to carry out the objectives of this Agreement shall use the most economical form of transportation available. All travel is to be scheduled sufficiently in advance, to the extent practicable, to take advantage of offered discount rates. Travel and per diem authorized under this Agreement shall be incurred in accordance with the Government Travel Regulations currently in effect. Current per diem rates are listed at: http://www.gsa.gov/perdiem. 14 Title to Equipment. Title to equipment purchased or fabricated under this grant vests in the Grantee , respectively, except USDOT reserves the right to require the Grantee to transfer title to item of equipment to the federal government or a third party named by USDOT, when such a third party is otherwise eligible under existing statutes. Such transfers are subject to the standards contained in 49 CFR 18.32. 15 Site Visits. PHMSA, through its authorized representatives, may make site visits, at reasonable times; to review project accomplishments, management control systems and provide Page 24 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 guidance as may be requested or required. If a site visit is made on the premises of the Grantee, subcontractor or third party under this Grant, the Grantee shall provide and require all subrecipients, subcontractors or other third parties to provide reasonable facilities and assistance to PHMSA representatives in the performance of their duties. All site visits and evaluations shall be performed in a manner to not unduly delay work activity under the Grant. Page 25 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 ATTACHMENT 2 State of Texas Assurances Scope. In addition to Federal requirements, State law requires a number of assurances from applicants for Federal pass-through or other State -appropriated funds. The following is an attempt to list the major state assurances. Generally not all of these assurances shall be required for any one (1) grant. However, it is the Grantee's responsibility to ensure that all assurances required by the awarding agency are submitted. The legal instrument for awarding State funds shall be consistent with the standards prescribed herein; however, these standard conditions or assurances may be incorporated into contracts or grant agreements by reference rather than by being reproduced in their entirety. (1) RELATIVES. A Grantee shall comply with Texas Government Code, Chapter 573, by ensuring that no officer, employee, or member of the applicant's governing body or of the applicant's Contractor shall vote or confirm the employment of any person related within the second (2"d) degree of affinity or the third (3`d) degree of consanguinity to any member of the governing body or to any other officer or employee authorized to employ or supervise such person. This prohibition shall not prohibit the employment of a person, who shall have been continuously employed for a period of two (2) years, or such other period stipulated by local law, prior to the election or appointment of the officer, employee, or governing body member related to such person in the prohibited degree. (2) PUBLIC INFORMATION. A Grantee shall insure that all information collected, assembled, or maintained by the applicant relative to a project shall be available to the public during normal business hours in compliance with Texas Government Code, Chapter 552, unless otherwise expressly prohibited by law. (3) OPEN MEETINGS. A Grantee shall comply with Texas Government Code, Chapter 551, which requires all regular, special, or called meetings of governmental bodies to be open to the public, except as otherwise provided by law or specifically permitted in the Texas Constitution. (4) CHILD SUPPORT PAYMENTS. A Grantee shall comply with Section 231.006, Texas Family Code, which prohibits payments to a person who is in arrears on child support payments. (5) HEALTH, HUMAN SERVICES, PUBLIC SAFETY OR LAW ENFORCEMENT AGENCY. If the Grantee is a health, human services, public safety, or law enforcement agency, it shall not contract with or issue a license, certificate, or permit to the owner, operator, or administrator of a facility if the license, permit, or certificate has been revoked by another health and human services agency or public safety or law enforcement agency. (6) LAW ENFORCEMENT AGENCY. If the Grantee is a law enforcement agency regulated by Texas Occupations Code, Chapter 1701, it shall be in compliance with all rules adopted by the Texas Commission on Law Enforcement Officer Standards and Education pursuant to Chapter 1701, Texas Occupations Code or shall provide the grantor agency with a certification from the Texas Commission on Law Enforcement Officer Standards and Education that the agency is in the process of achieving compliance with such rules. (7) ADMINISTRATION. When incorporated into a grant award or contract, standard assurances contained in the application package become terms or conditions for receipt of grant funds. Administering state agencies and local subrecipients shall maintain an appropriate contract administration system to insure that all terms, conditions, and specifications are met. (See Page 26 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 Uniform Grant Management Standards, Part III, Subpart C, Post Award Requirements -Financial Administration, Procurement_ 36 for additional guidance on contract provisions). (8) SUSPECTED CHILD ABUSE. A Grantee shall comply with the Texas Family Code, Section 261.101, which requires reporting of all suspected cases of child abuse to local law enforcement authorities and to the Texas Department of Child Protective and Regulatory Services. Grantees shall also ensure that all program personnel are properly trained and aware of this requirement. (9) LABOR STANDARDS. Grantees shall comply, as applicable, with the provisions of the Davis -Bacon Act (40 U.S.C. §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and 18 U.S.C. § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for federally assisted construction sub agreements. (10) DISPLACED PERSONS. Grantees shall comply with requirements of the provisions of the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (P.L. 91-646), which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of federal or federally assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of federal participation in purchases. (11) LABOR FAIR STANDARDS ACT. Grantees shall comply with the minimum wage and maximum hour's provisions of the Federal Fair Labor Standards Act and the Intergovernmental Personnel Act of 1970, as applicable. (12) SMOKING PROHIBITION. Grantees shall comply with Public Law 103-277, also known as the Pro -Children Act of 1994 (Act), which prohibits smoking within any portion of any indoor facility used for the provision of services for children as defined by the Act. (13) TAXES. Grantees shall comply with all Federal tax laws and are solely responsible for filing all required State and Federal tax forms. (14) COMPLIANCE WITH REQUIREMENTS. Grantees shall comply with all applicable requirements of all other Federal and State laws, executive orders, regulations, and policies governing this program. (15) INELIGIBLE APPLICANTS. The applicant certifies that is and its principals are eligible to participate and have not been subjected to suspension, debarment, or similar ineligibility determined by any Federal, State, or local governmental entity and it is not listed on a State or Federal government's terrorism watch list as described in Executive Order 13224. Entities ineligible for federal procurement are listed at http://www.epls.gov. (16) HIV/AIDS. Grantees shall adopt and implement applicable provisions of the model HIV/AIDS work place guidelines of the Texas Department of Health as required by the Texas Health and Safety Code, Ann., Sec. 85.001, et seq. II /� (� qq City of Corpus Christi, Nueces County LEPC ROT\GL�O R. OIEtn, CS Or LhYISi'i l,i hoanaj02_ (Name Grantee) (Printed Name and Title of Authorized Official) (Signature of Authorized Official) (Date) Page 27 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 ATTACHMENT 3 Quarterly Performance Report FY 15 Hazardous Materials Emergency Preparedness Grant Subgrantee name: Performance Period (check one): O October -December 2014 O January -March 2015 O April -June 2015 O July -September 2015 Mailing and Emailing Instructions: Complete the performance report and return it to: Texas Department of Public Safety Division of Emergency Management Attn: Gabriela Stermolle 1033 La Posada Dr. Suite 250 Austin, TX 78752 or electronically to: Gabriela.Stermolle@dps.texas.gov Questions regarding completion of this performance report should be directed to the Hazards Unit Supervisor, Gabriela Stermolle at 512-424-5989 or Gabriela.Stermolle@dps.texas.gov. The payment process cannot be completed until TDEM receives a signed Quarterly Performance Report, Reimbursement Request Form and include total expenditures (the total amount of eligible claims for the quarter), if applicable. Also include total match information for the quarter. Attach supporting documentation as required. Part I — Authorized Agent Information Identify any changes to the Authorized Agents for this grant. Identify any changes to your mailing address, if applicable. Part II — Project Narrative, Activities, and Completion Date Is the Project Narrative, as described in your agency's original grant application, still accurate? O Yes O No If no, explain: Page 28 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 Are the Project Activities, Tasks and Deliverables, as described in your agency's original grant application, still accurate? O Yes O No If no, explain: List/describe the Project Activities, Tasks and Deliverables that were completed during this Performance Period. List/describe the number of people and total person hours spent on the Project Activities, Tasks and Deliverables that were completed during this Performance Period. What is the anticipated completion date for the project? List/describe the Outputs of the Project Activities, Tasks and Deliverables that were completed during this Performance Period. (Outputs: Services, products and activities that your organization offers to its users) List/describe the Outcomes (Changes you are looking to achieve =the differences you aim to make with your services of the Project Activities, Tasks and Deliverables completed during this Performance Period. If the approved project will not be completed by September 30, 2015, explain: Page 29 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 Part III — Financial Summary Total Amount Awarded to Local Government (grant): Total funds received by the Local Government to -date: Total Expenditures requested to -date: $ $ $ Has your entity requested reimbursement for all grant expenditures to -date? O Yes If no, explain: O No Total Match Amount required for grant: $ What is the value of in-kind activity or funding allocation toward the grant match during the Performance Period? $ What is the total value of in-kind activity or funding allocation toward the grant match to -date? $ Summarize any in-kind activity or funding allocation toward the grant match during the Performance Period: Has your entity documented all in-kind activity or funding allocation toward the grant match during the Performance Period? 0 Yes 0 No If no, explain: Summarize planned in-kind activity or funding allocation toward the grant match during the next Performance Period (if applicable): NOTE: Local Governments must fill out a Reimbursement Request form to request grant payments. Refer to the Planning Grant Guide for a Copy of the Reimbursement Request Form and instructions. TDEM recommends that subgrantees request reimbursement once a month, but it must be done at least quarterly. A Reimbursement Request form may be submitted with this Performance Report. The payment process cannot be completed until TDEM receives an original and signed Quarterly Performance Report, Reimbursement Request Form and any additional supporting documents. Page 30 of 31 City of Corpus Christi, Nueces County LEPC Agreement TXDPS Contract No. 405 -EMD -15-P001912 ATTACHMENT 4 TDEM - Hazardous Materials Emergency Preparedness Grant Number (FY 15): Reimbursement Request Form: MUST INCLUDE ORIGINAL SIGNATURE ON THIS FORM, AND A COPY OF THE RECEIPTS Mail or Email Reimbursement Request to: Grant Recipient: Contract No.: Texas Department of Public Safety Division of Emergency Management Attn: Gabriela Stermolle 1033 La Posada Drive, Suite 250 Austin, TX 78752 or electronically to: Gabriela.Stermolle@dps.texas.gov BILLING PERIOD: From to Total Expenditures (100% for this billing period) HMEP Share (80% of total costs) Local Match (20% of total costs) (Year to date totals) NOTE: The amount of Total HMEP Share and Local Match Quarter: 1, 2, 3, 4 (circle one) should equal total cost Expenditures for billing period. Under penalty of perjury, I certify that: • I am the duly authorized officer of the claimant herein • This claim is in all respects true, correct, and all expenditures were made in accordance with applicable laws, rules, regulations and grant conditions and assurances • This claim is for costs incurred within the Grant Performance Period Authorized Agent (per the Designation Statement) Printed Name Title Phone No. E -Mail Address Mailing Address Fax No. City, State, Zip Code Signature and Date AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 17, 015 Second Reading Ordinance for the City Council Meeting of February 24, 015 DATE: February 17, 2015 TO: Ronald L. Olson, City Manager FROM: Gabriel Maldonado, Interim Procurement Manager gabrielm@cctexas.com (361) 826-3169 Peter Davidson, Marina Superintendent peterd@cctexas.com (361) 826-3983 Purchase and Installation of one (1) Boat Crane at the Marina CAPTION: Ordinance appropriating $260,000 from the unreserved fund balance of the No. 4700 Marina Fund for the replacement of a boat crane; changing the FY2014-2015 Operating Budget adopted by Ordinance No. 030294 by increasing appropriations by $260,000; approving the purchase and installation of a boat crane from 1st On -Site Services, LLC, based on sole source, for a total amount of $252,150; and providing for severance. PURPOSE: The boat crane will be used at the Corpus Christi Marina Boatyard in support of operations. It will become a part of a full service marina, creating additional revenue for the Marina Enterprise Fund. The City will receive a trade -in -value of $15,000 from 1st On -Site Services L.L.C. for the old Marina boat crane (Travelift 15 ton), thus reducing the total amount to $252,150. BACKGROUND AND FINDINGS: The boat crane has been in constant operation at the Corpus Christi Marina since 1981. An unexpected failure due to metal fatigue became a concern to safe boatyard operations and could no longer function in its intended purpose of removing/launching boats from marina waters. The company producing spare parts recently shut down. Marine Travelift decided not to seek alternate part manufactures of these unique older model spare parts due to minimal sales, thus the certified crane inspectors were unable to certify the Travelift Boat Crane for safe operation. Operations include: • Full service Marina offering out of the water boat repair and maintenance service • Boat slip leasing • Disposal of abandoned boats • Saving Sinking boats • Loading and unloading boats arriving and departing from the Corpus Christi marina nationwide • Allowing Surveys to be performed on boats for purposes for condition and damage • Hurricane preparation in assisting in the evacuation of boats to safer locations 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: Marina 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 $260,000.00 $0.00 $260,000.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $252,150.00 $0.00 $252,150.00 BALANCE $7,850.00 $0.00 $7,850.00 Fund(s): 4700 Marina Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Price Sheet Service Agreement Ordinance Appropriating $260,000 from the unreserved fund balance of the No. 4700 Marina Fund for the replacement of a boat crane; changing the FY2014-2015 Operating Budget adopted by Ordinance No. 030294 by increasing appropriations by $260,000; approving the purchase and installation of a boat crane from 1st On -Site Services, LLC, based on sole source, for a total amount of $252,150; and providing for severance. WHEREAS, the City Council finds that an appropriation from the unreserved fund balance of the Marina Fund is necessary and prudent due to circumstances requiring replacement of the boat crane; and WHEREAS, the City Council approves the purchase and installation of the new boat crane; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS; SECTION 1. Funds in the amount of $260,000 are appropriated from the unreserved fund balance of the No. 4700 Marina Fund due to circumstances requiring replacement of the boat crane. SECTION 2. The operating budget for FY2014-2015, adopted by Ordinance No. 030294, is changed by increasing appropriations by $260,000. SECTION 3. The City Council approves the purchase and installation of a new boat crane from 1st On -Site Services, LLC, of Balch Springs, Texas, based on sole source, for a total amount of $252,150. SECTION 4. It is hereby declared to be the intention of the City Council that the sections, para- graphs, sentences, clauses and phrases of this ordinance are severable and, if any section, para- graph, sentence, clause, or phrase in this ordinance is declared unconstitutional or invalid by final judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining sections, paragraphs, sentences, clauses, or phrases of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional or invalid section, paragraph, sentence, clause, or phrase. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , 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 , 20 ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER - GABRIEL MALDONADO PRICE SHEET SOLE SOURCE BOAT CRANE ITEM DESCRIPTION QTY UNIT 1st On -Site Service, LLC Balch Springs Texas UNIT PRICE TOTAL PRICE 1 2 Purchase & installation of Boat Crane at the Marina Less Trade-in Alowance on One Used 1981 Marine Travelift 15AMO 1 1 Ea EA $267,150.00 $15,000.00 $267,150.00 $15,000.00 TOTAL: $252,150.00 sit On -Site Services L.L.C. January 19, 2015 Corpus Christi Marina P.O. Box 9277 Corpus Christi, Texas 78469-9277 Attention: Mr. Peter Davidson Dear Mr. Davidson, I am pleased to offer the following New 2014 Marine Travelift Model 25BFMII, 25 Metric Ton Mobile Boat Hoist A description of the machine is as follows: One (1) New Marine Travelift 25BFMII, with: - 17' Inside Clear Width 18' Inside Clear Height John Deere 4024HF, Tier III 115HP Diesel Engine - Wireless Remote 4 Independent Hoist One Speed Hoist - 7/16"",6x19 Class Galvanized XIPS IWRC (16 Parts of Line) - 2 Slings 12' x 26' with keel pads and chine pads Standard One Sling Adjustment --17' sling spacing Zinc enriched primer - Sound Suppression Kit 1 2„d Bolt Flange (reduce width in future) - Sailboat Top Beam Extension - Consumables (1 Year) - Freight MARInEWTRAVELIFT ESHUTTLELIFT° 4401 Hickory Tree Rd.. Balch Springs, TX 75180 . Office: 972.286.3433 • Fax: 972.286.3488 - Cell: 214.704.3541 Price: Less Trade-in Allowance on One Used 1981 Marine Travelift 15AMO, S/N 1720-781 Total Price FOB Corpus Christi Texas Availability — Estimated 90 Days, subject to prior sale $267,150.00 <-$ 15,000.00> $252,150.00 ** MARINE TRAVELIFT IS THE ONLY MANUFACTURER IN THE USA PRODUCING MOBILE BOAT HOIST** Payment Terms: • 25% Non-refundable deposit down payment required at time of order. • 30% Due at 30 Days • 30% Due at 60 Days • 15% Due 10 Days Prior to Shipment of Machine SET-UP: Please reference the document enclosed with this quote (Data Erection Sheet for Marine Travelift 25 BFMII). Per the Erection Sheet - the customer is responsible for supplying all of the necessary equipment outlined on the Data Erection Sheet. We do require the customer to supply two men who will be responsible for the operation and maintenance of the machine once operational. This helps to better familiarize the people with their new equipment. Operator training will be provided at completion of erection by Marine Travelift Factory Serviceman. ESCALATION: Price quoted above is current for thirty days from the quotation date, after that time period — it will be subject to review. NOTE: At no cost, we have included the services of a skilled Marine Travelift Factory Serviceman and (1) skilled 1st On -Site Services, Serviceman, with fully equipped field service truck to assist you in the erection, initial operation and training. Pricing includes a Marine Travelift and 1st Onsite Services Technician to supervise erection and orientation to owner operators and service personnel. For additional information, or to arrange for machine inspection, please contact Chuck Wehring at 210 559-9516. Thank you! Sincerely, Chuck Chuck Wehring 1st On -Site Service, LLC 210 559-9516 Firstonsite2 h@yahoo.com Cc: Alan E. Thompson AGENDA MEMORANDUM Future Item for the City Council Meeting of February 10, 2015 Action Item for the City Council Meeting of February 17, 2015 DATE: February 2, 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 Special Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Special Board Meeting of the Corpus Christi Housing Finance Corporation PURPOSE: The purpose is to hold a Special Board Meeting of the Corpus Christi Housing Finance Corporation in order to consider the adoption of resolutions pertaining to its loan program related to affordable multifamily housing and resolutions pertaining to a new Mortgage Credit Certificate (MCC) program for single-family housing. BACKGROUND AND FINDINGS: 911 Glenoak Apartments Project TG 110 Glenoak, LP is the owner of the 911 Glenoak Apartments and has applied for low-income housing tax credits at TDHCA in the statewide at -risk pool. This project also has applied for local HOME funds in the amount of $300,000. The project is coordinated by Housing & Community Services, Inc. of San Antonio (HCS). 911 Glenoak is an existing 68 -unit multi -family housing development at 711 Glenoak Drive in Corpus Christi. The approval of the tax credits would result in the complete redevelopment of that project. HCS has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by HCS. The loan amount will be equal to the difference between the minimum amount required under TDHCA rules for the local points award ($2,295,000) and the actual amount of HOME funds allocated to the project. As required in the program, all funding must be arranged through the bank or other financial institution presented by the applicant. Callicoatte Cove Homes Project Callicoatte Cove, Ltd. is proposing to develop the Callicoatte Cove Homes to be located near 3900 Callicoatte Road in Corpus Christi. It is an applicant for low-income housing tax credits at TDHCA in the regional pool. This project is among several projects competing in the regional pool. The project is being developed by Realtex Development Corporation. The Callicoatte Cove Homes will be a 105 -unit single-family housing development. Callicoatte Cove, Ltd. has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,575,000. As noted in the program, all funding must be arranged through the bank or other financial institution presented by the developer. This project also has applied for local HOME funds in the amount of $300,000. River View at CalaIlen Project River View at CalaIlen, Ltd. is proposing to develop the River View at CalaIlen Apartments to be located near 12000 Leopard Street in Corpus Christi. It also is an applicant for low-income housing tax credits at TDHCA in the regional pool. The project is being developed by Madhouse Development Services. The River View at CalaIlen Apartments will be a 120 -unit multi -family housing development. River View at CalaIlen, Ltd. has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,800,000 or a lesser amount if HOME funds are awarded for the project. As required in the program, all funding must be arranged through the bank or other financial institution presented by the developer. Stonehenge Place Apartments Project Thoroughbred Texas, LLC is proposing to develop the Stonehenge Place Apartments to be located at 5409 Lipes Blvd. in Corpus Christi. It also is an applicant for low-income housing tax credits at TDHCA in the regional pool. The Stonehenge Place Apartments will be a 120 -unit multi- family housing development. Thoroughbred Texas, LLC has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,800,000. As required in the program, all funding must be arranged through the bank or other financial institution presented by the developer. Liberty Shores Apartments Project Blue Liberty Shores, LP is proposing to develop the Liberty Shores Apartments to be located near Rodd Field Road and Holly Road in Corpus Christi. It also is an applicant for low-income housing tax credits at TDHCA in the regional pool. The Liberty Shores Apartments will be a 108 -unit multi- family housing development. Blue Liberty Shores, LP has requested local support in the form of an HFC permanent loan (15 years) secured by either a certificate of deposit or assignment of the note to a lender provided by the developer. The loan amount will be $1,700,000. As required in the program, all funding must be arranged through the bank or other financial institution presented by the developer. Resolutions Regarding New Mortgage Credit Certificate (MCC) Program The CCHFC has been active in providing single family mortgage assistance since 1980, which marked the establishment of state law allowing these corporations. In the early 1980's, the CCHFC issued approximately $150,000,000 in single family mortgage revenue bonds. Beginning in 1987, the CCHFC became a trailblazer in offering Mortgage Credit Certificates (MCCs) in Texas in order to provide a lower cost method of assisting first-time homebuyers. The Corpus Christi program was the first program in the state, and it was the only program available for several years. Since then, other communities as well as the Texas Department of Housing and Community Affairs (TDHCA) have offered similar programs. An MCC is a federal tax credit that can be issued by the CCHFC once it receives an allocation of mortgage bond authority from the Texas Bond Review Board. An MCC allows a first-time homebuyer to take a tax credit of up to $2,000 for every year that the homebuyer remains in the residence making mortgage payments. Since the inception of the MCC program, over $145,000,000 in mortgage assistance has been made available to more than 2,300 first-time home buyers in Corpus Christi through this tax incentive and the efforts of the CCHFC. Since an MCC program is not tied to any particular market interest rates, it does not suffer the same pitfalls that a single-family mortgage bond program faces. Additionally, it does not involve the issuance of any bonds, so the CCHFC does not have to deal with covering underwriting fees, financial advisor fees or bond counsel fees. The most recent allocation the CCHFC received for its MCC program was in 2012 and that program recently ended December 31, 2014. Due to continued low interest rates, only 26 first- time homebuyers were assisted, but the program provided needed federal income tax credits that will assist these homeowners in making their mortgage payments and balancing their budgets with all of the variables involved in home ownership for first-time buyers. We anticipate receiving an allocation of $10,000,000 for a new 2015 MCC program. In order to be competitive and provide the maximum benefit to our first-time home buyers, we are recommending an MCC program that will provide a 40% tax credit applicable to the interest paid on the mortgage loan up to the maximum of $2,000 each year. We would anticipate that the new program will be up and running in 90 days. In order to have authorization for a new MCC program beginning in 2015, we need to submit an application to the Texas Bond Review Board for an allocation of "qualified mortgage bond authority." Under federal law, the CCHFC must receive such an allocation in order to make the election to issue mortgage credit certificates in lieu of qualified mortgage bonds. Once the CCHFC receives an allocation and files its election with the Internal Revenue Service to convert the qualified mortgage bond authority into mortgage credit certificates, we may then begin the new MCC program. The entire process to get up and running will require approximately 90 days. The first Resolution is the authorization required by the Texas Bond Review Board as part of its application process for the establishment of a new MCC program. The second Resolution makes the election to issue mortgage credit certificates in lieu of single family mortgage revenue bonds and establishes the Mortgage Credit Certificate Program, Series 2015. ALTERNATIVES: N/A OTHER CONSIDERATIONS: The multifamily resolutions will not prioritize one applicant over the other applicants competing in the Corpus Christi Region 10 Urban Category, but acknowledge their application of support. For the MCC program, although interest rates remain low which decreases interest in MCCs, if interest rates rise during the next three years, the program will see more demand. 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 that the CCHFC support the proposed Affordable Housing projects. LIST OF SUPPORTING DOCUMENTS: Agenda for CCHFC Board Meeting Unapproved January 27, 2015 Annual Board Meeting Minutes Resolution — Glenoak Apartments Resolution — Callicoatte Cove Homes Resolution — River View at Calallen Apartments Resolution — Stonehenge Place Apartments Resolution — Liberty Shores Apartments Resolution — Authorizing Application to Texas Bond Review Board for MCC Program Resolution — Making Election to Issue Mortgage Credit Certificates and Establishing Program RESOLUTION CONCERNING AN ELECTION TO ISSUE MORTGAGE CREDIT CERTIFICATES IN LIEU OF SINGLE FAMILY MORTGAGE REVENUE BONDS AND ESTABLISHING THE MORTGAGE CREDIT CERTIFICATE PROGRAM, SERIES 2015 WHEREAS, the Corpus Christi Housing Finance Corporation (the "Corporation") has been duly created and organized pursuant to the provisions of the Texas Housing Finance Corporations Act (the "Act") for the purpose of assisting in financing the cost of residential ownership and development that will provide decent, safe and sanitary housing for persons of low and moderate income at prices they can afford; and WHEREAS, the Corporation anticipates receiving a Reservation Certificate from the Texas Bond Review Board authorizing the Corporation to issue up to $10,000,000 in single family mortgage revenue bonds; and WHEREAS, contingent on authorization by the Texas Bond Review Board and pursuant to Section 25 of the Internal Revenue Code of 1986, as amended, the Corporation intends to make a revocable election to issue mortgage credit certificates in lieu of the issuance of single family mortgage revenue bonds in connection with its Mortgage Credit Certificate Program, Series 2015 (the "Program"); and WHEREAS, the Corporation hereby finds and determines that the making of such an election and the issuance of mortgage credit certificates serves the public purposes of the Corporation outlined in the Act and assists persons of low to moderate income in financing the purchase of residences at prices they can afford; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: Contingent on authorization by the Texas Bond Review Board for the Corporation to issue single family mortgage revenue bonds: 1. The Corporation authorizes its revocable election pursuant to Section 25 of the Internal Revenue Code of 1986, as amended (the "Code") not to issue qualified mortgage bonds during the calendar year 2015, and each of the President, the General Manager, and Assistant General Manager of the Corporation is authorized to perform all matters necessary and do all things required in connection with such election. 2. The Mortgage Credit Certificate Program, Series 2015, is hereby established, and each of the General Manager and Assistant General Manager is authorized to perform all matters necessary for the implementation of said Program, and all actions taken by or on behalf of the Corporation in connection with the Program are hereby authorized, ratified, confirmed and approved, and all orders, resolutions, or any actions or parts thereof of the Board in conflict herewith are hereby expressly repealed. 3. This Resolution shall be in full force and effect from and upon the date of its adoption. PASSED and APPROVED the 17th day of February, 2015. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary Lillian Riojas President C:\Users\Ho11yT\AppData\Local\Microsoft\Windows\Temporary Internet Files \Content.Outlook\NBTOZEA1\15 Resolution -Issue 0129.docx 2 The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza C:\Users\Ho11yT\AppData\Local\Microsoft\Windows\Temporary Internet Files \Content.Outlook\NBTOZEA1\15 Resolution -Issue 0129.docx 3 AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING Date: Tuesday, February 17, 2015 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street, Corpus Christi, Texas 78401 1 President Lillian Riojas calls meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors Lillian Riojas, President Chad Magill, Vice President Rudy Garza, Jr. Nelda Martinez Colleen McIntyre 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 Rose, Treasurer Constance P. Sanchez, Asst. Treasurer 3. Approve minutes from the Board's annual meeting on January 27, 2015. 4. Adoption of the following resolutions approving loans in connection with applications filed with TDHCA for low-income housing tax credits: (a) Supporting The Proposed Renovation Of 911 Glenoak Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (b) Supporting The Proposed Callicoatte Cove Homes Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (c) Supporting The Proposed River View At Calallen Apartment Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (d) Supporting The Proposed Stonehenge Place Apartment Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application (e) Supporting The Proposed Liberty Shores Apartment Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application 5. Consider approval the following resolutions with respect to a new MCC program: (a) Resolution Authorizing The President To File An Application With The Texas Bond Review Board For A Calendar Year 2015 Reservation For Qualified Mortgage Bond Authority. (b) Resolution Concerning An Election To Issue Mortgage Credit Certificates In Lieu Of Single Family Mortgage Revenue Bonds And Establishing The Mortgage Credit Certificate Program, Series 2105. 6. Public comment. 7 Adjourn. F:AAgendas\CCHFC\February 10 and 17\CCHFC Agenda.docx MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION ANNUAL MEETING January 27, 2015 5:25 p.m. PRESENT Board of Directors Lillian Riojas, President Chad Magill, Vice -President Rudy Garza, Jr. Nelda Martinez Colleen McIntyre 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 Constance P. Sanchez, Asst. Treasurer Secretary Huerta called the meeting to order in the Council Chambers of City Hall at 5:25 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. Secretary Huerta opened discussion on Item 5, election of officers. Secretary Huerta called for nominations for President. Ms. Martinez made a motion to appoint Ms. Riojas as President, seconded by Mr. Rosas, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Rioj as called for nominations for Vice -President. Ms. Vaughn made a motion to appoint Mr. Magill as Vice -President, seconded by Mr. Rosas, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". Secretary Huerta called for appointment of Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, General Manager and Assistant General Manager. She then recommended Staff appointees as: Secretary, Rebecca Huerta; Assistant Secretary, Paul Pierce; Treasurer, Margie Rose; Assistant Treasurer, Constance P. Sanchez; General Manager, Ronald L. Olson; and Assistant General Manager, Susan K. Thorpe. Ms. Martinez made a motion to approve, seconded by Mr. Magill, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Riojas called for approval of the minutes of the April 29, 2014 meeting. Mr. Scott made a motion to approve the minutes as presented, seconded by Mr. Garza, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Rioj as called for the financial report. Assistant Treasurer Constance Sanchez stated the purpose of the Corpus Christi Housing Finance Corporation (CCHFC) fund is to assist single- family and multi -family housing for low -to moderate -income families. Ms. Sanchez also stated the fund has the following two assets: the Ward Building and the parking lot across from the Ward Building, both located downtown. Ms. Sanchez stated the fund balance ending September 30, 2014 was $714,607. Minutes — CCHFC January 27, 2015 — Page 2 President Riojas opened discussion on Item 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. John Bell, Attorney for Corporation, stated that a year ago, the Board of Directors approved a loan program in order to assist projects competing for low-income housing tax credits at the State level. He stated if the developer's lender would arrange a loan to the CCHFC, then the CCHFC would re -lend the money to the developer in order for them to claim points for a local loan under the State's rules. This is the standard way housing finance corporations around the state are competing. He also stated it does not involve any pledge or credit from the City of Corpus Christi. He explained the CCHFC is solely taking a non-recourse loan from Wells Fargo Bank, then, in turn, loaning the money to Lexington Manor for their project. Lexington Manor signs the note to the CCHFC and then the CCHFC assigns the note to Wells Fargo Bank and Lexington Manor makes their payment to Wells Fargo Bank. He also explained it is not a liability and none of the CCHFC's assets are at risk because it is a non-recourse loan. This is the first project for Corpus Christi. There was no discussion on this item. Ms. Riojas called for public comment. Gil Piette, Executive Director of Housing and Community Services, parent organization for TG -110, which is Lexington Manor, stated that he supports the loan. He invited the Directors to the ground breaking on March 4, 2015. Mr. Piette also, stated that a community center will be built and dedicated to former Council Member Priscilla Leal. Abel Alonzo, 1701 Thames, stated he supports the resolution. Mr. Alonzo asked what percentage of the housing is compliant with the American's with Disabilities Act. Ms. Riojas stated 10%. 6.. RESOLUTION AUTHORIZING THE EXECUTION OF LOAN DOCUMENTS WITH TG -110 LEXINGTON, LP AND WELLS FARGO BANK, NATIONAL ASSOCATION IN CONNECTION WITH A LOAN IN THE AMOUNT OF $1,400,000 TO ASSIST IN FINANCING THE REDEVELOPMENT OF THE LEXINGTON MANOR APARTMENTS. Mr. Garza made a motion to approve the resolution, seconded by Ms. McIntyre, and passed as follows: Garza, Magill, Martinez, McIntyre, Riojas, Rosas, Rubio, Scott and Vaughn voting "Aye". President Riojas called for public comment. There was none. There being no further business to come before the Corporation, President Riojas adjourned the meeting at 5:40 p.m. on January 27, 2015. Resolution Supporting The Proposed 911 Glenoak Apartments Redevelopment And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application 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, TG 110 GLENOAK, LP has requested a loan in connection with the redevelopment of the 911 Glenoak Apartments located at 711 Glenoak Drive in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the redevelopment and renovation of the 911 Glenoak Apartments. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,020,000 for a permanent loan to TG 110 Glenoak, LP for the redevelopment of the 911 Glenoak Apartments in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years, an amortization of 30 years, and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary F:AAgendas\CCHFC\February 10 and 17\Resolution - Glenoak Apartments.docx Lillian Riojas President The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - Glenoak Apartments.docx Resolution Supporting The Proposed Callicoatte Cove Homes Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application 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, Callicoatte Cove, Ltd. has requested a loan in connection with the development of the Callicoatte Cove Homes located near 3900 Callicoatte Drive in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the Callicoatte Cove Homes. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,575,000 for a permanent loan to Callicoatte Cove, Ltd. for the development of the Callicoatte Cove Homes in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years, an amortization of 30 years, and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary F:AAgendas\CCHFC\February 10 and 17\Resolution - Callicoatte Cove Homes.docx Lillian Riojas President The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - Callicoatte Cove Homes.docx Resolution Supporting The Proposed River View at Calallen Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application 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, River View at Calallen, Ltd. has requested a loan in connection with the development of the River View at Calallen Apartments located near 12000 Leopard Street in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the River View at Calallen Apartments. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,800,000 for a permanent loan to River View at Calallen, Ltd. for the development of the River View at Calallen Apartments in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years, an amortization of 30 years, and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary Lillian Riojas President F:AAgendas\CCHFC\February 10 and 17\Resolution - River View at Calallen Apartments.docx The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - River View at Calallen Apartments.docx Resolution Supporting The Proposed Stonehenge Place Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application 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, Thoroughbred Texas, LLC has requested a loan in connection with the development of the Stonehenge Place Apartments located at 5409 Lipes Blvd. in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the Stonehenge Place Apartments. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,800,000 for a permanent loan to Thoroughbred Texas, LLC for the development of the Stonehenge Place Apartments in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years, an amortization of 30 years, and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary Lillian Riojas President F:AAgendas\CCHFC\February 10 and 17\Resolution - Stonehenge Place Apartments.docx The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - Stonehenge Place Apartments.docx Resolution Supporting The Proposed Liberty Shores Apartments Development And Authorizing A Loan Commitment For The Development In Connection With A Low -Income Housing Tax Credit Application 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, Blue Liberty Shores, LP has requested a loan in connection with the development of the Liberty Shores Apartments located near Rodd Field Road and Holly Road in Corpus Christi, Texas; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC confirms its support for the development of the Liberty Shores Apartments. 2. The CCHFC authorizes the issuance of a loan commitment in an amount not to exceed $1,700,000 for a permanent loan to Blue Liberty Shores, LP for the development of the Liberty Shores Apartments in connection with an application for low-income housing tax credits filed with TDHCA. Such loan shall bear interest at the rate of 3% per annum, have a term of 15 years, an amortization of 30 years, and be secured and guaranteed as required under a loan commitment. Either the General Manager or Assistant General Manager is authorized to execute a loan commitment in compliance with all TDHCA program requirements, and all actions taken by or on behalf of the CCHFC in connection with such loan are hereby authorized and confirmed. 3. This Resolution is intended to comply with TDHCA's Qualified Allocation Plan for 2015 and, in particular, constitutes a firm commitment for the purposes of Section 11.9(d)(2)(C). This Resolution shall be in full force and effect from and upon the date of its adoption. DULY PASSED AND ADOPTED this 17th day of February, 2015, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary F:AAgendas\CCHFC\February 10 and 17\Resolution - Liberty Shores.docx Lillian Riojas President The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza F:AAgendas\CCHFC\February 10 and 17\Resolution - Liberty Shores.docx RESOLUTION WITH RESPECT TO AN APPLICATION FOR A CALENDAR YEAR 2015 RESERVATION FOR QUALIFIED MORTGAGE BOND AUTHORITY WHEREAS, the Corpus Christi Housing Finance Corporation (the "Corporation") has been duly created and organized pursuant to the provisions of the Texas Housing Finance Corporations Act (the "Act") for the purpose of assisting and financing the cost of residential ownership and development that will provide decent, safe and sanitary housing for persons of low or moderate income at prices they can afford; and WHEREAS, the Corporation seeks to apply for a Reservation for mortgage bond authority from the Texas Bond Review Board for calendar year 2015; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: The Corporation hereby authorizes the President to file an Application for Reservation for Qualified Mortgage Bond Authority for calendar year 2015 with the Texas Bond Review Board and each of the General Manager and Assistant General Manager shall be authorized to take such other actions as may be reasonable or necessary to complete the documentation required for such application and commence the Program. PASSED and APPROVED the 17th day of February, 2015. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Secretary Lillian Riojas President C:AUsers\HollyT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook \NBTOZEA1\1 5 Resolution -Application 0129.docx The above resolution was passed by the following vote: Nelda Martinez Mark Scott Lillian Riojas Chad Magill Carolyn Vaughn Brian Rosas Lucy Rubio Colleen McIntyre Rudy Garza C:AUsers\HollyT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook \NBTOZEA1\1 5 Resolution -Application 0129.docx AGENDA MEMORANDUM Future Item for the City Council Meeting of February 17, 2015 Action Item for the City Council Meeting of February 24, 2015 DATE: February 17, 2015 TO: Ronald L. Olson, City Manager FROM: Gabriel Maldonado, Interim Procurement Manager gabrielm@cctexas.com (361) 826-3169 Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Purchase and Installation of an Alerting System CAPTION: Motion approving the purchase and installation of an Alerting System from Daily -Wells Communications, San Antonio, Texas based on sole source for a total amount of $117,584. Funds have been budgeted by the Fire Department in FY 2014-2015. PURPOSE: The Alerting System will replace an existing system which has been in place for the past twenty-five years (25) years and which currently operates by radio frequency. The new system will operate through internet protocol, which will make messaging near instantaneous, reducing response times. Multiple stations will also be able to be alerted at the same time. The System can support up to 255 stations and up to 24 dispatch positions. Converting to internet protocol between the central site and the fire stations broadens connectivity options. The server allows dispatchers at remote locations to interact with the system over the internet protocol connection. Voice dispatcher announcements can be made over an internet protocol or radio. The radio mode is useful when a dispatcher's announcement must be sent simultaneously to mobile units and fire stations. The fire station unit can be configured to activate the PA system automatically, play unique tones, display apparatus status, open bay doors or control station lights. BACKGROUND AND FINDINGS: Dailey -Wells Communications is the only authorized Harris Corporation Network Solutions Provider to provide system sales and service support to this system and all agencies operating on this communication system. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fire 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 $176,784.03 $176,784.03 Encumbered / Expended Amount $26,024.53 $26,024.53 This item $117,584.00 $117,584.00 BALANCE $33,175.50 $33,175.50 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GABRIEL MALDONADO ITEM DESCRIPTION PRICE SHEET SOLE SOURCE PURCHASE AND INSTALLATION OF AN ALERTING SYSTEM QTY. UNIT DAILEY-WELLS COMMUNICATIONS HOUSTON, TEXAS UNIT PRICE EXTENDED PRICE Zetron IP Fire Station Alerting System 1 Lot $117,584.00 $117,584.00 TOTAL: $117,584.00 AGENDA MEMORANDUM City Council Meeting of February 17, 2015 DATE: January 27, 2015 TO: Ronald L. Olson, City Manager FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 UPDATE TO CITY COUNCIL Presentation on Mary Rhodes Pipeline Phase 2 Construction Status Update STAFF PRESENTER(S): Name Title/Position 1. Valerie H. Gray, P.E. Executive Director 2. Mark Van Vleck, P.E. Executive Director OUTSIDE PRESENTER(S): Department Public Works Utilities Name Title/Position Organization 1. 2. 3. BACKGROUND: This presentation will update the Council on the current status of this project. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENTS: Presentation - Mary Rhodes Pipeline Mary Rhodes Pipeline Phase 2 Status Update Council Presentation February 17, 2015 Presentation Summary • Project Scope — Pipeline and Pump Station/Sedimentation Basin • Project Map • Pipeline Contracts — Contract Award and Status • Pump Station/Sedimentation Basin — Contract Award and Status • Overall Schedule • Project Budget • Construction Change Orders • Questions Project Scope • The Mary Rhodes Phase 2 extends Phase 1 from Lake Texana to the Colorado River • Phase 1 is a 102 -mile 64" pipeline that connects Lake Texana to the Coastal Bend (completed in 1998) • Phase 2 consists of a 41 -mile 54" pipeline with new River Pump Station, Sedimentation Basin, Booster Pump Station, 6MG ground storage tank and associated improvements to the existing West Delivery System Pump Station at Lake Texana • Phase 2 Project was developed in 4 parts (Construction Contracts): — 3 pipeline contracts; Sections A, B, and C — Pump Station and Sedimentation Basin Project Map Pump Station & Sedimentation Basin Colorado River' Pipeline Section A Pipeline Section B 4 Pipeline Contracts • All 3 Sections Awarded to Gamey Companies, Inc. for $84 MIL • Construction began April 2014 and is approximately 82% • Section A is approx. 58% • Section B is approx. 93% • Section C is approx. 96% • Contract Substantial Completion April 2015 • Projected Substantial Completion April 2015 • Garney subcontracted Section A to Oscar Renda Contracting and Section B to SJ Louis Construction Pump Stations & Sedimentation Basin TAKE PUMP rArION ec6STER PUMP STATION . us c• Sedimentation Basin �iesz� Pump Station & • Awarded to Oscar Renda Contracting for $29 MIL • Construction is approximately 30% • Contract Substantial Completion June 2015 • Projected Substantial Completion September 2015 Overall Schedule • 27 rain days to date • All Pipeline Sections on schedule for April 2015 substantial completion • Pump Station 3 months behind schedule • Contractor Recovery Actions — Increased Crews and Management — Increased work hours to 7 day work week with 12 hours days — Alternative (Manual) Pump Operations to Deliver Water in July • City Actions — Reinforced Proactive & Prompt Responses — Delay Notifications — Potential Liquidated Damages ($3,500/day) FUNDS REQUIRED: Construction for Pipeline Sections A, B, and C (Garney Companies, Inc.) Construction for Pump Stations/Sedimentation Basin (Oscar Renda Contracting)......... . Construction Contingency (10%) $11,328,869 $227,722 $11,335,503 Legal Services & Future Misc Project Costs (Bruce Hawn, Welder Leshin, LLP)............ $10,812,500 AEP Transmission Line Relocation ................................................... Construction Management/Observation Services (Freese and Nichols, Inc.)......... ...... Construction Observation Services (AGCM, Inc.) .......................................... $1,679,942 Reimbursements............................................................................................ $5,814,433 TOTAL ................................................................................................. $159,953,447 PROJECT BUDGET BALANCE $994,556 Program Budget FUND SOURCE: Texas Water Development Board Loan...... ...... ...... ...... ......... ...... ...... $7,964,079 Water Revenue Bonds...... ...... ...... ...... ...... ......... ...... ...... .......... Future Funding Required .................................................................... $4,462,897 $148,521,027 PROJECT TOTAL...... ...... ...... ...... ...... ...... ...... ......... ...... $160,948,003 $84,121,405 $29,167,288 Pump Station Pumps and Motors (Smith Pump Company, Inc.)(5% remaining cost)....... Engineer Design (Freese and Nichols, Inc.)......... ...... ...... ...... ......... ...... $1,500,000 $3,965,785 9 Construction Change Orders Pipeline Sections A, B and C - $610K • Matagorda County Road Crossing Bores ($450,000) — 6 bores required for County road crossings • Unanticipated grade and utility adjustments Pump Stations and Sedimentation Basin - $100K • Additional fencing required property settlement • Additional overhead power feed • Increased concrete slab size for VFD Total Change Orders to Date = $710K (<1% of total contract value) 10 Questions? AGENDA MEMORANDUM for the City Council Meeting of 02/17/15 DATE: TO: February 12, 2015 Ronald L. Olson, City Manager FROM: Valerie H. Gray, P.E., Executive Director of Public Works ValerieG@cctexas.com 361-826-3729 UPDATE TO CITY COUNCIL Bond 2012 Update STAFF PRESENTER(S): Name Title/Position 1. Valerie H. Gray, P.E. Executive Director 2. Jerry Shoemaker, P.E. Interim Director 3. OUTSIDE PRESENTER(S): Name 1. 2. 3. Department Public Works Capital Programs Title/Position Organization BACKGROUND: This presentation discusses various mechanisms which could reduce the construction costs of Bond 2012 street projects. It includes information previously presented to Council on January 27, 2015 along with other options which were analyzed prior to the January 27" presentation. LIST OF SUPPORTING DOCUMENTS: None Bond 2012 Update www.cctexas.com Corpus Chr'sti Capital Programs Council Briefing February 17, 2015 10110 Bond2Ol2Update Corpus Chr'sti ;:wnvt�iFxas ('oin Capital Programs Additional Information Requested and Included: • Utility Cost Update • HMAC vs. Concrete Design - Engineer Recommendations (Design Elements) - Lifecycle Analysis with Traffic Counts - Individual Cost Breakdown per Street for Concrete - Impacts to SPMP • Bike Lane Applications & TAC Report — Greenwood & Alameda — Potential Bond 2016 Project Funding for Updated Bike Master Plan C = "Construction", D = "Design" V.PNW_i_[_tes�k ,J OW Utility Update ($ ow) Corpus Chr sti Capital Programs C = "Construction", D = "Design" STREET PROGRAM UTILITY PROGRAM Project Status 12/2014 Approved Budget June 2014 Estimate / Under Current Estimate / Under Utility Budget June 2014 Estimate / Under Current Estimate Over/ Under Navigation C-1% $4,000 $6,174 $2,174 $5,355 $1,355 $3,100 $9,902 $6,802 $1,802 $448 S Alameda D-95% $2,300 $2,888 $588 $2,370 $70 $2,800 $1,858 $942 $2,710 $90 Greenwood D-95% $2,100 $2,855 $755 $2,054 $46 $1,700 $1,752 $52 $2,802 $1,102 Ocean D-80% $5,500 $7,222 $1,722 $6,767 $2,700 $3,256 $556 $2,608 $92 Tuloso D-95% $1,800 $2,036 $236 $1,601 $199 $1,400 $2,243 $843 $1,760 $360 Staples (Brawnerto Kostoryz)(Deferred) D-80% $3,400 $7,520 $4,120 $417 $2,983 $2,700 $5,435 $2,735 $5,430 $2,730 Staples (137 - Morgan) D-60% $5,300 $6,688 $1,388 $6,720 $1,420 $4,100 $4,350 $250 $7,469 $3,369 McArdle (Ph 1 & 2) C-20% $6,000 $6,000 $0 $5,499 $501 $4,700 $7,072 $2,372 $5,643 $943 Kostoryz D-95% $3,300 $3,350 $50 $4,305 $1,005 $2,600 $2,250 $350 $2,832 $232 Horne C-10% $900 $1,028 $128 $1,233 $333 $700 $1,238 $538 $871 $171 Morgan (Deferred) D-95% $2,300 $2,367 $112 $2,188 $1,800 $3,391 $1,591 $3,543 $1,743 Twigg (Prev. on Hold) (Deferred) D-55% $1,400 $1,543 $165 $1,235 $1,100 $2,629 $1,529 $2,350 $1,250 C = "Construction", D = "Design" VPNW i_[_tes�k J OW Utility Update ($ ow) Corpus Chr sti Capital Programs 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. STREET PROGRAM UTILITY PROGRAM Project Status 12/2014 Approved Budget June 2014 Estimate Over/ Under Current Estimate / Under Utility Budget June 2014 Estimate / Under Current Estimate / Under Leopard (Prey. on Hold) D-50% $2,600 $3,456 $856 $3,177 $2,000 $1,818 $182 $2,528 $528 Holly (Prev. on Hold) D-95% $2,500 ($6,347)* $1,754 ($6,449)* ($746) (+$102)* $2,500 (City Share) $ -0-$4,500 ($7,226)* $7,023 ($10,415)* $2,523 $7,128 $2,628 Williams D 95% $1,700 ($4,588)* $895 ($3,315)* ($805) ($1,273)* $1,700 (City Share) $ -0- $2,300 ($3,172)* $5,140 ($6,480)* $2,840 $5,746 $3,446 Yorktown C-98% $3,800 $3,800 $0 $4,887 $1,087 $2,500 $4,687 $2,187 $2,442 $58 JFK Causeway D-100% $650 $643 ($7) $590 $60 $630 $693 $63 $846 $21r ADA Master Plan SPMP $2,300 $2,300 $0 $2,300 $ -0- Signal Improvements $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 $41,330 $64,737 $23,926 $65,256 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. n www.ectexls.coin Bond 2012 10110 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 10110 HMAC vs. CONCRETE Corpus Chr'sti Capital Programs www.cctexas.com ➢ Potential Savings - S4.1M ➢ Streets to Consider Converting from Concrete to HMAC o S. Alameda (Ayers St to Louisiana Ave) o Tuloso Rd. (IH37 to Leopard St.) o Kostoryz Rd. (Brawner Pkwy to Staples St.) o Leopard St. (Crosstown Fwy to Palm Dr.) o Williams Dr. (Staples St. to Airline Rd.) o S. Staples St. (Morgan Ave to Comanche) (Comanche to I-37 remains Concrete) ➢ Design Factors o Soil Type o Traffic Counts & Type o Utility Locations and Depths o Future Road Use and Expansion o Market Conditions o Construction Budget o Lifecycle Costs 6 www.cctexas.com HMAC vs. CONCRETE LSA Corpus Chr sti Capital Programs EQUIVALENT 30 -YEAR DESIGN SECTIONS 6" C & G 6 1/2" H.MAC.P. 17" CRUSHED L]UESTONE BASE GEOGRID - 2 LAYERS 12' COUPACTED SUBGRADE PROPOSED S. STAPLES STREET ASPHALT PAVEMENT SECTION C& 1 10` TL:CK JOINTED REINFORCED CONCRETE PAVEUENT 1" H.Y.&C.P. BOND BREAKER 6" TYPE A GRADE 1 LIMESTONE 12' COMPACTED SuBCRADE PROPOSED S. STAPLES STREET CONCRETE PAVEMENT SECTION www.cctexas.cain HMAC vs. CONCRETE 10110 Corpus Chr'sti Capital Programs ➢ "ESAL is the acronym for equivalent single axle load. ESAL is a concept developed from data collected at the American Association of State Highway and Transportation Officials (AASHTO) Road Test to establish a damage relationship for comparing the effects of axles carrying different loads." (TXDOT) 6 0 City Garbage Trucks & eight 0.0007 0.10 Car 1.35 5.11 Delivery Truck Loaded 18- Loaded 40' Bus Loaded SO' Wheeler Articulated Bus Total ;:'4'fl'J LC�CXlS (111 HMAC vs. CONCRETE 10110 Corpus Chr'sti Capital Programs ➢ Traffic Counts and Cost TO Remain with Concrete Street Pavement Street Limits S. Alameda Ayers St to Louisiana Ave Tuloso S. Staples St. Kostoryz Rd. Leopard St IH 37 to Leopard St. Morgan Ave to IH 37 Brawner Pkwy to Staples St. Crosstown to Palm Dr. Williams Dr. Staples St. to Airline Rd. Morgan Staples st. Staples St. to Crosstown Brawner Pkwy to Kostoryz Ave. Daily Vehicle Type Traffic (Cars) 8,386 1,390 6,108 14,371 8,327 17,778 Deferred Deferred 8,134 1,362 5,741 13,940 7,827 17,067 Vehicle Type (Trucks) 252 28 367 431 500 711 Concrete $ $364K $60K $750K $238K $955K $250K $2.6M $410K $1.1M $1.5M $4.1M nd 110ii Bike Lane Modifications Corpus chr'sti ;:wnvtdexas Capital Programs ➢ Savings - $2.5M ➢ Projects o S. Alameda St. (Ayers St. to Louisiana Ave.) o Recommendation to Construction New Bike Lane Behind Sidewalk o Greenwood Dr. (Gollihar Rd. to Horne Rd.) o Recommendation to Delete from ROW and Future Construction of New Bike Lane Along Airport Ditch and in the Parks ➢ Modifications for Both Projects Endorsed by Transportation Advisory Committee (TAC) on February 10, 2015 www.cctexas.com Bond 2012 Project Option Worksheet Corpus Chr sti Capital Programs Street Cost Budget Current Dsg Cost Estimate Bond 2012 Proposition 1: Street Projects 5 Alameda St (Ayers St to Louisiana Ave) Greenwood Dr (Gollihar Rd to Horne Rd) Ocean Dr (Buford St to Lousiana Ave) Tuloso Rd (IH37 to Leopard St) 5 Staples St (Morgan Ave to IH 37) Kostoryz Rd (Brawner Pkwy to Staples St) Leopard St (Crosstown Freeway to Palm Dr) Holly Road (Crosstown to Greenwood Dr) Williams Dr (Staples St to Airline Rd) Potential Modifications Keep Concrete Keep Bike Lane No Lane Width Deferral Funding Reductions Estimate after Modifications Estimate w/o Deferred Streets $2,300,000 $2,100,000 $5,500,000 $1,800,000 $5,300,000 $3,300,000 $2,600,000 $2,500,000 $1,700,000 $3,086,000 $2,307,000 $8,167,000 $1,911,000 $70,000 $7,470,000 $750,000 $4,668,000 $238,000 $4,127,00c $950,000 $2,500,00c $1,950,00a $250,000 $364,000 $125,000 $160,000 $70,000 $100,000 $93,000 $1,400,000 $170,000 $2,497,000 $2,054,000 $6,767,000 $1,601,000 $6,720,000 $125,000 $4,305,000 $3,177,000 $2,500,000 $1 700 000 $31,321,000 RECOMMENDED FOR DEFERRAL 5 Staples St (Brawner Pkwy to Kostoryz Rd) Morgan Ave (Staples St to Crosstown) Twigg St (Shoreline Blvd to Lower Broadway) $3,400,000 $6,945,997 $1,069,000 $1,870,000 $2,983,00( $4,006,997 $2,300,000 $2,883,958 $410,000 $2,188,00C $2,473,958 $1,400,000 $1,230,045 $1,235,00( $1,230,045 $7,711,00c UNAFFECTED STREETS JFK Causeway Area Imps ADA Master Plan Improvements Signal Improvements & Street Lighting TxDOT Participation Navigation Blvd (Up River Rd to Leopard St) McArdle Rd (Whitaker Dr to Ennis Joslin Rd) Horne Rd (Ayers St to Port Avenue) Yorktown Blvd (Rodd Field to Cimarron) $650,000 $590,00 $650,000 $2,300,000 $2,300,00 $2,300,000 $2,000,000 $2,000,00 $2,000,000 $1,150,000 $1,150,00 $1,150,000 $4,000,000 $5,355,00 Under Construction $5,355,000 $6,000,000 $5,499,00 Under Construction $5,499,000 $900,000 $1,233,00 Under Construction $1,233,000 $3,800,000 $4,887,00 Construction 95% Complete $4,887,000 $55,000,000 $70,260,000 $4,101,000 $2,225,000 $1,888,000 ($15,260,000 $23,074,000 $6,406,000 $54,395,000 $605,000 $7,711,000 $62,106,001A ii nd Future Actions 1010 wwwcdexas ('[rift Corpus Chr'sti Capital Programs ➢ Approve Modifications ➢ Continue Bike Route Master Plan Update with MPO ➢ Consider Bond 2016 Items ✓ Bike Route Master Plan Implementation ✓ Deferred Streets xas coin 10110 Corpus Chr'sti Capital Programs Questions? "Continuing to Build Our Future" [3 AGENDA MEMORANDUM City Council Meeting of February 17, 2015 DATE: TO: Ronald L. Olson, City Manager February 5, 2015 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 Capital Programs Department Organizational Assessment STAFF PRESENTER(S): Name Title/Position Department 1. Valerie H. Gray, P.E. Executive Director Public Works 2. Vicki Marsden Quality Assurance Manager Capital Programs OUTSIDE PRESENTER(S): None BACKGROUND: This presentation will update the City Council on the assessment performed, and steps taken, to improve Capital Programs performance and shows past, present, and future activity. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENTS: Presentation — Capital Programs Department Organizational Assessment d1 Corpus Chr sti Capital Programs Capital Programs Department Assessment Council Briefing February 17, 2015 Mission Corpus Chr sti Capital Programs • Manage a comprehensive program of new constructions, maintenance and replacement program and execute to the approved budget and schedule 2 Observations a) Corpus Chr sti Capital Programs • Engineering Department realized the need to improve in October 2013 — Behind on Project Schedules — Over on Project Budgets — Abundance of Change Orders • Actions were taken: — Select the methodology — Evaluate current status — Create the plan to go forward — Implement the plan — Measure our progress 3 Corpus Christi Capital Programs Methodology 4 Methodology Corpus Chr sti Capital Programs • Selected Capability Maturity Model -Integrated (CMMI); a best business practices model — Maturity Level 3 CMMI - Development Model Characteristics of the Maturity Levels (ML) a) Corpus Chr sti Capital Programs Managed MI.S Optimizing MI_4 ki Quantitatively Managed Focus on Process Improvement — showing what you've improved Project dec sions are fused on measurement outputs Processes are defined at the organization level and are proactively updated as improvements are implemented on a FOCA cycle. Process are tailored at tie project level from the org standard. Process Improvement is part of the culture. Institutionalized. Process is characterized at the project level and is often reactive, Success of project is dependent an individuaI skill of project manager Process is unpredictable, poorly controlled, and reactive 1 6 Methodology: Data Gathering a) Corpus Chr sti Capital Programs • Performed a Baseline Audit (Nov/Dec 2013) Against CMMI- Maturity Level 3 — 6 -weeks — 97% of staff interviewed — Looking for 1050 -pieces documented data — Audited 3 projects • Observed general performance of staff • Performed analysis of staff turnover • Collected metrics for frequency of meetings and other PM activities • Documented the document flow and staffing structure - bottlenecks 7 Methodology: Data Analysis a) Corpus Chr sti Capital Programs • Vision, Mission, and Goals of the City and Capital Programs — Meaningful — Not Comprehensive — No Supporting Metrics • American Society for Civil Engineers (ASCE) Peer Review — Best engineering practices for design and design components — Did not address project management or construction management — No plan to go forward • Documented Processes and Procedures — Multiple attempts at documenting the processes and procedures resulted in: — One Documented Process Flow — No Documented Procedures — One PowerPoint Training Session on Quality Practices Corpus Christi Capital Programs Findings 9 Findings: "Siloed" Organization a) Corpus Chr sti Capital Programs • Organization: — Poor organizational structure — Vertical — Task based - no teams PR090,3F9 FY 20 65 of Mw 19. MA — Little communication I_ F 45 9osluons Med 9 5.11541 V.Im15Y 55 Pre aagercd Yeanem 56 PrEseeget neem Interns on 5Temp Employees 79159.51 e,15,54e ImpWeec 5 Temp Employees 456.51411514t45,4 9 PRapepd FY 15 111154,54 141.9 4565: I T yJ us liar.eme NOTE 1: [5,1 nm nn. mere than 5.1 4,5911145,5 11115e1 14.11945581155.5, 2049 NOTE 2: 41449 han 6444 xnd.reg., i. CmtaI Programs,. #11[15155111541544414 51 RYA 10 Findings: High Turnover Corpus Chr sti Capital Programs • 37.1 % Staff Turnover Rate 2012-2013 Full -Time Employees (FTE) and Temporaries (Temps) FTE's moderate turnover15% high turnover 43% Promotion - Other City Dept Didn't Return Retired Left -Private Sector Terminated Temps Promotion - Other City Dept Didn't Return Left -Private Sector Terminated Findings: Subjective Reporting Corpus Chr sti Capital Programs • Project Status Reports - capture April 2012 - Oct 2013 • Schedule and Budget • Not reported accurately • More project observation than management • Managing Issues not Risk • Too many projects per PM • Yellow = can recover; Red = can't recover Reported ■, . 1 ■ 1 1 ■ 1 1 1 ■ 1 ■ .- 1 1 1 1- Reality 12 Other Major Findings a) Corpus Chr sti Capital Programs • Project Managers had too many projects to manage effectively — Limited project management experience • Number of change orders and projects behind on schedule and/or budget • Lack of support staff forced project managers to handle all tasks in the lifecycle — Project Managers work scope included many low-level (admin) tasks • No configuration/ document management • Over 50 Corrective Actions/ Process Improvements Identified Corpus Christi Capital Programs Actions Taken 14 Actions Taken: Defined Metrics a) Corpus Chr sti Capital Programs Action Taken • Defined meaningful measures that supported the Goal Future Action • Monitoring metrics Customer Satisfaction Employee Respect/ Value Productivity Quality Work of the highest quality In the most efficient manner Constant improvement hat we'll d,. Measure our projects Measure staff retention Measure efficiency (tasks & people) Implementing a structured QMS/PI program Specific Measurement Project compliance to documented procedures (>85%) Voluntary staff turnover <10% Projects on schedule Process improvements Audit the program against the Policy and CMMI model (95%) Actions Taken: Procedures a) Corpus Chr sti Capital Programs Actions Taken • Harvested or created Over 100 Process Assets (templates/ examples/ forms) • Created a PM Knowledge Center Future Action • Continue improving procedures and streamlining processes Process Areas Administrative Procedures Job Order Contract Procedures Land Acquisition Procedures Project Management Procedures Quality Management Procedures Survey Procedures TOTALS Draft Iterations 33 11 94 145 12 52 347 Final Procedures 18 12 7 73 Action Taken: Document Control &Procedures Corpus Chr sti Capital Programs Actions Taken • Purchased a SharePoint project management site • Populated with procedures • Trained the group Future Actions • Automate all reports • Report regularly on real-time project metrics Project Management Process Workflow PROCESS ASSET LIBRARY Process Flows Interactive Procedures Forms/Templates Plans Training Audits sbq PROJECT MANAGEMENT SITE CIP Data Projects Schedules Budgets Modelling Reporting (objective not subjective) 1111. -31Mlbr 17 Will 13 (COBG) Grace M 10.0 600 48 185 .00 $18,298.93 .25 $304.97 6390,000.00 5187,937.50 $5,666.67 $3,123.96 Actions Taken: Identified Project RiskCorpus Chr sti Capital Programs Actions Taken: • Identified risks to projects based on industry ideal for number of projects a PM should manage Future Actions: • Hire and onboard project teams • Reassess staff turnover Base Data PNI Marne Number of Projects Funding for Projects Mean Will B (CMG) Grace M 39 22 83 38 50 13 $120,848,200.00 $16,109,73,08 $537,736,267.00 $331,320,500.00 $43,635,000.00 $731,937.00 $13,604000.00 $4497,500.00 $3,554,358.82 $732,260.64 $6,478,750.20 $8,718,960.53 $4,848,333.33 $182,984 25 $272,000.00 $576,730.77 PROJECT COST% BREAKOUT 06050 15* $18,127,230.00 $2,416,460.11 $84664440. 05 $49,698,07.00 $6,545,250.00 $109,790.55 $2,044000.00 $1,124,62500 Construction 75,6$90,636,150.00 $12,082,300.56 $403,302,200.25 $248,490,37.00 $32,726,250.00 $548,95.75 $10,200,000.00 $5,623,12.00 (included in Construction) Contingency 10,6 Reirnbursables 0.5,6 5604,241.00 580,548.67 52,688,681.34 51,656,60.50 $218,17.00 53,659.69 568,000.00 537,487.50 Labor 3.5,6 54,229,687.00 $563,840.69 $18,820,769.35 $11,596,217.50 $1,527,22.00 $25,617.80 $476,000.00 $262,41250 Other Costs 6.0,6 57,250,892.00 5966,58,04 $32,264,176.02 $19,879,230.00 $2,618,100.00 543,916.22 5816,000.00 5449,850.00 5124848,200.00 514,579,309.34 $486,651,321.64 $299,845,05.50 539,489,67.00 5662,40.99 512,308,000.00 56,785,237.50 UNIT RATE Total Construction Cost $90,636,150.00 $12,082,300.56 $403,302,200.25 $248,490,37.00 $32,726,250.00 $548,95275 $14204000.00 $5,623,12.00 Total Labor Plus Reirnbursables $4,833,928.00 $644,389.36 $21,509,450.68 $13,252,820.00 $1,745,400.00 $29,277.48 $544,000.00 $299,900.00 Labor Plus Reirnbursables/Construction Cost $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 Percentage 5.3,6 5.3,6 5.3,6 5.3,6 5.3,6 5.3,6 5.3,6 5.3,6 TIME ALLOCATION PER PROJECT/PER WEEK Allocated Hours Per Week Per Project Allocated Minutes Per Day Per Project Construction Cost Per Hour (Risk) Construction Cost Per Minute (RISK) Jamie P [lames H 10an1e1ID [John M 1 RI 71 53,021,205.00 $50,353.42 SeTC/2,7 $6,7 lOptirnal 8 -projects per PM per wee, (Shrs = 1 -hr Per daV Per project) 2 x optimal = 16 projects per PM 3 x optimal = 28 projects per PM 4 x optimal =36 projects per PM + or - 100,6 utilization $13,443,406.68 Risk Per Hour 213,6 6,6 25,6 313,6 81,6 Over utilized -113,6 75,6 -213,66... 19,6 121,6 79,6 296,6 136,6 32,6 14,6 179,6 46,6 Over utilized -21,6 21,6 -196,6 -36,6 68,6 86,6 -79,8 54,6 94,6 61,6 231,6 106,6 25,6 11,6 139,6 36,6 Over utilized 6,6 39,6 -131,6 -6,6 75,6 89,6 -39,6 64,6 Note: Av. PM Rate Yearly $87,000.00 Av. PM Rate Hourly $41.83 18 Actions Taken: Reporting Corpus Chr sti Capital Programs Actions Taken • Project Status Reports automated from the Project Management Site pulling live schedule data Future Actions • Continue to collect and report metrics 19 Actions Taken: Team -Based Staffing Concept Actions Taken • Based staffing on teams and workflow • Identified staffing • Built project teams • Strengthened and restructured the support team • Hired an Assistant Director of Support a) Corpus Chr sti Capital Programs • Hired an Administrative Manager to aggressively recruit good talent Future Actions • Aggressively recruit good talent • Fill vacant positions • Pursue external sources to supplement critical positions as workload increases fir 1 1y1 = = •II lir MP - Actions Taken: Communicationa Corpus Chr sti Capital Programs Actions Taken • All meetings now have an agenda and published minutes • Bridged communications between remote department activities — Construction Inspection & Survey Future Actions • Continue to promote communication • Celebrate successes Department NEW! Project Coordination NEW! Agenda Items Monthly Weekly Weekly Team spirit — group knowledge — celebrate successes Project knowledge — abate conflicts — sharing of risks/issue (knowledge). Added Construction Representatives Coordinate all agenda items — proactive not reactive Action Taken: Training Corpus Chr sti Capital Programs Actions Taken: • Created training plan - forward-looking 3 -years — Includes new technologies training, professional development, certifications • Provided in-house Project Management Best Practices Workshops Future Action: • Continue to implement training as defined in the plan • Review training requirements yearly Actions Taken: Supplement Staffing a) Corpus Chr sti Capital Programs Actions Taken: • Subject Matter Experts brought in for on the job training, mentoring, and facilitation of projects — Construction Management — Claims Analysis - Risk Management — Construction Inspection — Project Management Future Actions • Supplement critical positions as workload increases Future Actions Corpus Chr sti Capital Programs • Audit the projects and the system against our documented processes and procedures — (Completed one project audit) • Roll lessons learned back into future projects • Act on process improvements - create a culture of improvement • Report accurately 24 Corpus Christi Capital Programs Questions? 25 AGENDA MEMORANDUM City Council Meeting of February 17, 2015 DATE: TO: Ronald L. Olson, City Manager February 6, 2015 FROM: Wes Pierson, Assistant City Manager wesp@cctexas.com 361.826.3082 Update to City Council Request for Qualifications — Financial Advisory Services STAFF PRESENTER(S): Name 1. Wes Pierson 2. Constance Sanchez OUTSIDE PRESENTER(S): Title/Position Assistant City Manager Director Department Financial Services Name Title/Position Organization 1. 2. 3. BACKGROUND: City Staff recently issued a Request for Qualifications (RFQ) to provide Financial Advisory Services to the City of Corpus Christi. The City's current Financial Advisor, M.E. Allison and Company has provided this service to the City for the past 58 years. It is a best procurement practice to solicit requests for qualifications in order to ensure that the City is receiving the best goods and services at the best value available. To the best of Staff's knowledge, this is the first time in over 50 years that the City's contract for Financial Advisory Services has been put out for competition in the marketplace. This presentation provides the City Council an update on the qualifications of the Financial Advisory Firms that responded to the RFQ and the next steps in the evaluation process. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Financial Advisory RFQ Presentation Request for Qualifications: Financial Advisory Services Council Presentation February 17, 2015 Request for Qualifications A Request for Qualifications (RFQ): > Procurement method typically used to select consultants based strictly on qualifications. > Does not consider price as a part of the selection criteria. > Once consultant is selected based on qualifications, selection results in a negotiation process to agree on price. RFQ Responses City Received six responses to the Request for Qualifications > Cabrera Capital Markets > Estrada - Hinojosa > First Southwest > M.E. Allison & Company > RBC Capital Markets > Southwest Securities RFQ Finalists City Staff selected four finalists > Estrada - Hinojosa > First Southwest > M.E. Allison & Company > RBC Capital Markets Selection Criteria Selection Panel considered the following criteria to determine most qualified: > Experience > Resources of Firm > Clients > References RFQ Selection Results Panel Rankings of Finalists based on Qualifications: 1. Estrada - Hinojosa 2. FirstSoutwest 3. M.E. Allison & Company 4. RBC Capital Markets Next Steps > Receive Council direction > Begin negotiations with most qualified firm ✓ Negotiate terms ✓ Council approval Or... > Reject all responses ✓ Identify best available alternative procurement method ✓ Restart procurement using alternative method AGENDA MEMORANDUM City Council Meeting of February 17, 2015 DATE: TO: Ronald L. Olson, City Manager February 1, 2015 FROM: Miles Risley, City Attorney MilesR@cctexas.com 826-3360 Property Insurance Procurement Options STAFF PRESENTER: Name 1. Donna James -Spruce OUTSIDE PRESENTER(S): None Title/Position Risk Manager Department Legal Department BACKGROUND: The City's property insurance program is comprised of multiple "layers" of coverage provided by 13 underwriters. The City has utilized Option #1 (RFP Advertise for Proposals) to procure property insurance since 2001. The Insurance Policy Annual term begins on May 4, 2015. There are essentially three options to procure property insurance and they are as follows: Option #1 -The procurement process of advertising bid proposals, proposers are; agents, brokers and/or risk pools. Option #1 is our current procurement process. Advantages of this option are that it maximizes the number of responses, while enabling renewal rates to remain stable and allowing for potential decreases in premium. It allows submissions from a maximum variety of proposers, including risk pools (Texas Municipal League) and maximizes buying power of the incumbent proposer. However, with this option, there may be a perception that the incumbent agent has "blocked" the insurance underwriters. In addition, other agents must create relationships with underwriters in order to effectively compete. Option #2 -Proposers are assigned property underwriters and asked to submit a proposal utilizing their assigned markets and others they may find. The incumbent carrier/broker/risk pool is given the first choice to keep their incumbent underwriters in whole or part, which maximizes stability and continuity of premium pricing. With this option, potential proposers must create relationships with underwriters in order to compete and can reduce competition between underwriters. Assignment of markets is not a widely used methodology for coastal cities. Option #3 -This is a two-stage process— First an insurance broker is selected through a broker RFP. The broker can be paid an annual fee, net of commission, or receive a commission from the insurance underwriters. Then, a second RFP is issued for property insurance, and the City selects the best proposal submitted. Option #3 maximizes competition in the broker's fee determination and maximizes control over the selection of a broker. The downside to this option is that the selected broker may not have relationships with some underwriters, resulting in less competition. The selected broker may not be able to provide the best premium (decreased buying power) and would eliminate the Texas Municipal League Risk Pool as a proposer. Additionally, small to medium-sized brokers might have difficulty adhering to the specification requirements as compared to larger insurance brokers. The selected broker is not directly incentivized to ensure the lowest cost coverage included in bids. Lastly, Option #3 is a two-stage process, which takes longer — up to 8 months (3-4 months for each stage). From 2007 to 2014, the annual premium has decreased by more than $540,000 (from $3.4 million to $2.8 million) despite increasing total insured values and limits. There are two viable choices, the first being to move forward with utilizing Option #1. The procurement process has already begun with the release of the RFP on January 30th. The second choice is to move forward with Option 3, complete the current property insurance procurement process to obtain insurance for upcoming year (cannot extend coverage for less than one year). If requested to pursue Option #3, Risk Management and Purchasing would begin building an RFP for broker immediately, release the RFP for broker in fall of 2015 and release the RFP for property insurance in January 2016. LIST OF SUPPORTING DOCUMENTS PowerPoint —Property Insurance Procurement Options Property Insurance Procurement Options Council Presentation February 17, 2015 Current Property Insurance Coverages • Total insured value $625 million (Structures and Contents) • $250,000,000 limit — All Other Perils • $150,000,000 limit — Named Storm only • Corpus Christi is a coastal location (Tier 1 Windstorm Exposure) • Multiple "layers" of coverage comprise the total insurance program, 13 underwriters provide the coverage RFP Advertise for Proposals Current Timeline January 30th- RFP was released February 9th- Written questions due February 25th- Proposals due April 14th — Date award will appear as Future Item on Council Agenda April 21st - Date award will appear as Item on Council Agenda April 21st - Alternate date award will appear as Future Item on Council Agenda April 28th - Alternate date award will appear as Item on Council Agenda *May 4th - Insurance Policy Annual term begins Option # 1 RFP Advertise for Proposals Procurement process of advertising bid proposals. Target Proposers are; agents, brokers and/or risk pools. Option #1 is our current procurement process. Pros: • Maximizes number of responses and minimizes renewal rate instability • Renewal rates should remain stable allowing for potential decreases in premium • Allows submissions from a maximum variety of proposers, including risk pools (Texas Municipal League) • Maximizes buying power of incumbent proposer Cons: • There may be a perception that the incumbent agent has "blocked" the insurance underwriters • Other agents must create relationships with underwriters in order to effectively compete Option #2 RFP Assignment of Markets Proposers are assigned property underwriters and are asked to submit a proposal utilizing their assigned markets and others they may find. Pros: • The incumbent carrier/broker/risk pool is given the first choice to keep their incumbent underwriters in whole or part • Maximizes stability and continuity of premium pricing Cons: • Potential proposers must create relationships with underwriters in order to compete • Reduces competition between underwriters • Not a widely used methodology for coastal cities Option #3 RFP Broker/Agent of Record Two-stage process — First an insurance broker is selected through a broker RFP. The broker can be paid an annual fee, net of commission, or receive a commission from the insurance underwriters. Then, a second RFP is issued for property insurance, and the City selects the best proposal submitted. Pros: • Maximizes competition in broker's fee determination • Maximizes control over selection of broker Cons: • Selected broker may not have relationships with some underwriters, resulting in less competition • The selected broker may not be able to provide the best premium (decreased buying power) • State statute prohibits TML Risk Pool from acting as a broker, so it is excluded as a proposer • Small to medium-sized brokers might have difficulty adhering to the specification requirements as compared to larger insurance brokers • Broker is not directly incentivized to ensure the lowest cost coverage included in bids • Two-stage process takes longer — up to 8 months (3-4 months for each stage) Positive Results The City has utilized Option #1 (RFP Advertise for Proposals) to procure property insurance since 2001. • Since 2007, the annual premium has decreased by more than $540,000 (from $3.4 million to $2.8 million) despite increasing total insured values and limits: • Total Insured Values (Structures & Contents) increased by $168,000,000 and • The Named Storm, limit increased from $100,000,000 to $150,000,000 Paths Forward • Move forward with utilizing Option #1, the RFP was released on January 30th • Move forward with Option 3; • Complete the current property insurance procurement process to obtain insurance for upcoming year: • cannot extend coverage for less than one year • should avoid procurement of property insurance during hurricane season • Risk Management and Purchasing begin building an RFP for broker immediately and release RFP for broker in fall of 2015 • Release RFP for property insurance in January 2016