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Agenda Packet City Council - 09/17/2019
City of Corpus Christi Meeting Agenda - Final -revised City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, September 17, 2019 11:30 AM Council Chambers Addendums may be added on Friday. 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 11:30 A.M. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. 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. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Communication department at 361-826-3211 to coordinate. A. Mayor Joe McComb to call the meeting to order. B. Invocation to be given by Reverend Bruce Wilson, Chaplain, Corpus Christi Metro Ministries. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Rosa Medina, Interim Director of Human Resources. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 19-1267 Proclamation declaring September 8, 2019, "International Literacy Day" and September 2019, "National Literacy Month". Proclamation declaring September 25, 2019, "Leukemia Awareness "#BeLouish" Day". Proclamation declaring September 17-23, 2019, "United States Constitution Week". Proclamation declaring September 2019, "Hunger Action Month". Proclamation declaring September 2019, "Life Insurance Awareness Month". Swearing -In Ceremony for Newly Appointed Board, Commission, City of Corpus Christi Page 1 Printed on 9/16/2019 City Council Meeting Agenda - Final -revised September 17, 2019 Committee and Corporation Members. F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 11:30 A.M. 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 choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Communication department at 361-826-3211 to coordinate. All items on this agenda are considered public hearings. 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. MINUTES: 2. 19-1275 Regular Meeting of August 27, 2019 and FY 2020 Budget Workshop Sessions of August 22 and 29, 2019. I. BOARD & COMMITTEE APPOINTMENTS: 3. 19-1268 Corpus Christi Commission on Children & Youth (1 vacancy) Flood Hazard Mitigation Information Committee (5 Vacancies) City of Corpus Christi Page 2 Printed on 9/16/2019 City Council Meeting Agenda - Final -revised September 17, 2019 J. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 4 - 19) 4. 19-1203 Zoning Case No. 0719-05, Mostaghasi Investment Trust (District 1): Ordinance rezoning property at or near Northwest Boulevard & County Road 69 from the "RS -6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District. Planning Commission and Staff recommend Approval. Sponsors: Development Services 5. 19-1022 Ordinance authorizing a Water Distribution Main Line Extension Construction and Reimbursement Agreement with Esther Ybarra to extend a line to a planned residential property located at 7541 Weber Road for a term not to exceed 12 months; appropriating $101,950.24 from the Water Distribution Main Trust Fund to reimburse developer. (District 3) Sponsors: Development Services 6. 19-1127 Ordinance authorizing a Water Distribution Main Extension Construction and Reimbursement Agreement with NP Homes LLC to extend lines from Rand Morgan Road and McNorton Road for a planned residential subdivision, for a term not to exceed six months from the execution of the agreement; appropriating $40,537.20 from the Water Distribution Main Trust Fund to reimburse developer. (District 1) Sponsors: Development Services 7. 19-1214 Resolution authorizing execution of an Interlocal Cooperation Agreement (ILA) with Texas A&M University - Corpus Christi (TAMUCC) for police and fire support for the Lonestar Unmanned Aerial System (UAS) Center of Excellence & Innovation and NASA's Urban Traffic Management (UTM) flight test event. Sponsors: Police Department and Fire Department 8. 19-1039 Motion authorizing Amendment No. 3 to the current Service Agreement with Grace Water Services, LLC for preventative maintenance and upgrades to equipment which removes ammonia from the wastewater effluent discharge as required by the Texas Commission on Environmental Quality (TCEQ) compliance regulations at the Oso Wastewater Treatment Plant, for an amount not to exceed $446,522.00, increasing the Service Agreement value to $1,126,208.00, for an additional two-year term effective August 13, 2019, with funding available through the FY 2019-2020 Wastewater Fund. Sponsors: Utilities Department and Contracts and Procurement 9. 19-1085 This item has been pulled from this agenda. Resolution authorizing execution of the Interlocal Agreement with San City of Corpus Christi Page 3 Printed on 9/16/2019 City Council Meeting Agenda - Final -revised September 17, 2019 Water Supply Study and reimbursing SPMWD 50% of the cost on the executed contract, not to cxcccd $24,000 fundcd from the Water Supply Development Fund. Sponsors: Utilities Department 10. 19-1045 Motion awarding a one-year Master Services Agreement (MSA) with two one-year option periods, to Alan Plummer Associates, Inc. for engineering design services to repair and upgrade Lift Stations citywide, for a total amount not to exceed $700,000.00 over the next three years, effective upon issuance of notice to proceed, with funding available from Wastewater Capital Reserve Funds. Sponsors: Utilities Department and Engineering Services 11. 19-1087 Motion awarding a three-year Master Services Agreement (MSA) to develop the master plan for a centralized wastewater control and monitoring system to allow operation of the City's six Wastewater Treatment Plants and 102 Lift Stations from one location, to Signature Automation, LLC of Addison, Texas, for a total amount not to exceed $600,000.00, effective upon issuance of notice to proceed, with funding available from the Wastewater Capital Reserve Fund. Sponsors: Utilities Department and Engineering Services 12. 19-1053 Motion awarding Amendment 1 to a contract with Mott MacDonald, LLC in the amount of $224,862 for a total restated fee of $247,362 to provide engineering and design services for assistance with the North Beach Coastal Protection project, effective upon issuance of Notice to Proceed, with funding available in Bond 2018, Proposition A. (Council District 1) Sponsors: Engineering Services 13. 19-1286 Resolution authorizing an extension of a Reimbursement Agreement for the installation of water arterial transmission and a grid main line with MPM Development, LP for a planned residential development, Royal Creek Estates Unit 7 in Council District 5 in an amount not to exceed $109,354.20 and an extension of a Developer Participation Agreement for partial construction of Oso Parkway in an amount not to exceed $207,386.85. Sponsors: Development Services 14. 19-1272 Resolution authorizing the City to execute the Land Exchange Agreement with the United States of America in exchange for a 44 -acre parcel, known as Peary Place for the amount up to $500,000.The City worked to pass legislation in the FY 2018 National Defense Authorization Act to complete all actions identified in the agreement allowing the U.S. Navy to provide property to the City in exchange for clear zone areas at Naval Air Station -Corpus Christi (NASCC), Naval Outlying Field Cabaniss (Cabaniss), and Naval Outlying Field Waldron (Waldron). City of Corpus Christi Page 4 Printed on 9/16/2019 City Council Meeting Agenda - Final -revised September 17, 2019 Sponsors: Intergovernmental Relations 15. 19-0991 Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $150,000.00 for their internship program to assist small businesses from January 1, 2020 through December 31, 2020. Sponsors: Economic Development 16. 19-0992 Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development and Texas A&M University - Corpus Christi (TAMU-CC) to provide grant up to $150,000 for their internship program to assist small businesses from January 1, 2020 through December 31, 2020. Sponsors: Economic Development 17. 19-0993 Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and LiftFund, Inc. to provide grant up to $150,000 for their loan buy -down program to assist small businesses from October 1, 2019 through September 30, 2020. Sponsors: Economic Development 18. 19-0994 Resolution approving Renewal No. 2 to the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives (SCORE) Chapter 221 to provide a grant up to $54,000 for their small business assistance program from October 1, 2019 though September 30, 2020. Sponsors: Economic Development 19. 19-0995 Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $99,500.00 for their Procurement Technical Assistance Center to assist small businesses from January 1, 2020 through December 31, 2020. Sponsors: Economic Development L. BUDGET RELATED ITEMS: (ITEMS 20 - 26) 20. 19-1220 Second Reading Ordinance adopting the City of Corpus Christi Operating Budget and the Capital Improvement Program Budget for the Fiscal Year 2019-2020 beginning October 1, 2019; authorizing personnel complements; appropriating monies as provided in the Budget. Sponsors: Office of Management and Budget 21. 19-1287 Ordinance setting a property tax rate of $0.646264 per $100 valuation which is effectively a 6.55% increase over the effective tax rate; and declaring an emergency. City of Corpus Christi Page 5 Printed on 9/16/2019 City Council Meeting Agenda - Final -revised September 17, 2019 Sponsors: Financial Services Department 22. 19-1221 Second Reading Ordinance ratifying the property tax increase reflected in the FY 2019-2020 Operating Budget that will require raising more revenue from property taxes than in the FY 2018-2019 Operating Budget in amount of $9,321,332, of which $4,198,157 represents property tax revenues of $0.02 per $100 valuation to be used towards residential street reconstruction. Sponsors: Office of Management and Budget 23. 19-1313 Second Reading Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising water rates as of January 1, 2020. Sponsors: Office of Management and Budget and Utilities Department 24. 19-1223 Second Reading Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising residential wastewater billings beginning in March 2020 by establishing residential wastewater winter quarter averaging based upon the average of three complete monthly water utility billings from December 2019 through February 2020, and recalculating the winter quarter average for residential wastewater customers every year thereafter. Sponsors: Office of Management and Budget and Utilities Department 25. 19-1312 Second Reading Ordinance amending the City Code of Ordinances, Chapter 55, regarding 9-1-1 emergency service fees as of January 1, 2020. Sponsors: Office of Management and Budget and Police Department 26. 19-1311 Second Reading Ordinance approving Parks and Recreation Fee Schedule effective October 1, 2019. Sponsors: Office of Management and Budget and Parks and Recreation Department L. RECESS FOR LUNCH M. PUBLIC HEARINGS: (ITEMS 27 - 28) 27. 19-1067 Ordinance amending the Unified Development Code pursuant to the annual review process to allow automated carwashes in Neighborhood Commercial zones with limitations, allow heavy vehicles service as accessory use for vehicle sales with limitations, allow aggregate storage at plant retail with limitations, allow crematorium at funeral homes with limitations, apply above ground fuel storage maximum for water -oriented accessory use to all commercial districts except neighborhood commercial and office neighborhood zones, require a minimum side yard of not less than 10 feet, or less than adjacent lot's front or rear yard for corner lots, allow townhomes in Multifamily 3 Districts, remove minimum site area requirement for townhome district, clarify accessory building structures total square footage limitation of 50% of the main principal structure total square City of Corpus Christi Page 6 Printed on 9/16/2019 City Council Meeting Agenda - Final -revised September 17, 2019 footage, and allow administrative adjustment for minimum setback under certain conditions; and providing for penalty. Sponsors: Development Services 28. 19-1068 Ordinance amending the Unified Development Code in response to Texas Legislative changes to modify definition of industrial housing, modify historic landmark or Historic Overlay District designation regulations including consent and notice requirements, modify zoning board of adjustment regulations including reducing the time to appeal, and eliminate building material requirements for cottage housing, facades, roofs, and island overlay; and providing for penalty. Sponsors: Development Services N. REGULAR AGENDA: (NONE) O. FIRST READING ORDINANCES: (ITEMS 29 - 30) 29. 19-0975 Ordinance amending Chapter 36 of the City Code to add section 36-14 to prohibit lying down, smoking, vaping, eating, and possessing blankets, pillows, mattresses, cardboard, tarps, sleeping bags, bedding, stoves, cooking devices, shopping carts, wagons, within Blucher Park; changing closing time from 10:OOpm to 8:OOpm for said park; and providing for fines. Sponsors: Parks and Recreation Department 30. 19-1228 Ordinance authorizing five-year concession and lease agreements for on -airport rental car services with Coastal Bend Rent-A-Car, Inc. dba Avis Rent A Car and South Texas Auto Rental Services, LLC dba Budget Rent A Car; EAN Holdings, LLC, dba Enterprise Rent-A-Car; EAN Holdings LLC, dba, Alamo Rent-A-Car and National Car Rental; Hertz Corporation dba Hertz; and DTG Operations, Inc., dba Dollar Rent a Car and Thrifty Car Rental in consideration for the greater amount of a concession fee equal to 11 % of each concessionaire's annual gross revenues or the minimum annual guarantee amount defined in the agreement. Sponsors: Aviation Department and Contracts and Procurement P. BRIEFINGS: (NONE) Q. EXECUTIVE SESSION: (ITEMS 31 - 32) 31. 19-1291 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to collective bargaining matters in the Agreement with the Corpus Christi Police Officers' Association. 32. 19-1292 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult City of Corpus Christi Page 7 Printed on 9/16/2019 City Council Meeting Agenda - Final -revised September 17, 2019 with attorneys concerning legal issues related to the Port of Corpus Christi Authority and appointment of the Port Commissioners and Texas Government Code § 551.074 (personnel matters) to deliberate the appointment, employment, evaluation, reassignment, or duties of a public officer or employee (including, but not limited to, Port Commissioners) ADDENDUM ITEMS: (ITEM 33) 33. 19-1199 Ordinance amending and increasing Fiscal Year 2019 revenue and expenditure appropriations in the Stores Fund by $1,200,000.00 each - from $2,800,000 to $4,000,000 - for increased purchases of merchandise in the City's Warehouse. Sponsors: Contracts and Procurement R. IDENTIFY COUNCIL FUTURE AGENDA ITEMS S. ADJOURNMENT City of Corpus Christi Page 8 Printed on 9/16/2019 City of Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, August 27, 2019 11:30 AM Council Chambers Addendums may be added on Friday. 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. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. 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. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Communication department at 361-826-3211 to coordinate. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 11:32 a.m. B. Invocation to be given by Pastor Kevin Jennings, Mt. Olive Lutheran Church. Pastor Kevin Jennings gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Kamil Taras, Capital Improvement Program Manager, Budget Department. Kamil Taras led the Pledge of Allegiance to the flag of the United States and the Texas flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles K. Risley, and City Secretary Rebecca L. Huerta. City of Corpus Christi Page 1 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 Present: 8 - Mayor Joe McComb,Council Member Roland Barrera,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Everett Roy, and Council Member Greg Smith Absent: 1 - Council Member Ben Molina E. Proclamations / Commendations 1. Commendations for 2019 National Senior Games Participants. Mayor McComb presented the commendations. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni reported on the following topics: a. OTHER 1) City Manager Zanoni thanked Fire Chief Robert Rocha and Emergency Operations Coordinator Billy Delgado for coordinating with the City's departments, as well as outside agencies, to ensure hurricane preparedness by presenting over 30 workshops; reminded the public of the importance of hurricane preparedness by preparing emergency plans for evacuation, disaster supply kits, and securing important documents; and invited the public to visit the City's website for additional tips and recommendations. 2) Paulette Kluge has resigned as Chief Executive Officer (CEO) of the Convention and Visitors Bureau (CVB) and City Manager Zanoni has asked the Chair of the CVB Board Melody Nixon -Bice to allow him to be part of the selection process for an Interim and permanent CEO. City Manager Zanoni spoke about the City's financial contribution to the CVB and the importance of being part of the selection process; thanked Chair Nixon -Bice for initiating the selection process. 3) Informed the Council and the public of the City's departments' closure in observance of Labor Day, and noted that the curbside collection for garbage and recycled items would run as regularly scheduled, Animal Care Services would be opened from 1:00 p.m. to 5:00 p.m. for pet adoptions, and life guards would be on duty from 11:00 a.m. to 6:00 p.m. 4) The final budget workshop session is scheduled for Thursday, August 29; thanked the Executive team and the Budget Office for leading the five (5) community workshops in City Council districts with about 150 residents attending those sessions; the great success in community engagement through verbal and written comments, follow-up emails, and Facebook posts; and that the City will follow the same format on other city matters and will continue the public budget work sessions next year; informed the Council and the public of two (2) public hearings on the FY2020 Ad Valorem Tax Rate and one (1) public hearing on the proposed budget as required by State Law, both to be held in the City Council Chambers; that the first public hearing on the property tax rate was on the agenda today and that the second public hearing, along with the first reading of the proposed budget, would take place during the Friday, September 6 Special City Council meeting; the final approval and adoption of the budget on September 17; and the budget becoming effective October 1, 2019. City of Corpus Christi Page 2 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 G. MINUTES: 2. Regular Meeting of August 20, 2019 and Workshop Session of August 15, 2019. A motion was made by Council Member Rudy Garza, seconded by Council Member Michael Hunter, that the Minutes be passed. The motion carried by a unanimous vote (Council Member Molina - absent). H. BOARD & COMMITTEE APPOINTMENTS: 3. Arts & Cultural Commission (3 vacancies) Community Youth Development (78415) Program Steering Committee (4 Vacancies) Senior Companion Program Advisory Committee (2 vacancies) Sister City Committee (3 vacancies) Arts & Cultural Commission Mayor McComb made a motion to reappoint Jody Perkes Hughes (Public Art/Public Space), James Moore (Performing Arts) and reinstate Sharon Sedwick (Business Development Group/Corporate Representative), seconded by Council Member Hunter and passed unanimously (Council Member Molina - absent). Community Youth Development (78415) Program Steering Committee Council Member Garza made a motion to reappoint Lisa Torres (78415 Resident), Job Gonzalez (Regular Member), Chris Mitchell (Regular Member) and Verna Yanez (Regular Member), seconded by Council Member Hunter and passed unanimously (Council Member Molina - absent). Senior Companion Program Advisory Committee Council Member Garza made a motion to appoint Sandra Perez (At -Large) and Betsy Miller (SCP Volunteer Station), seconded by Council Member Roy and passed unanimously (Council Member Molina - absent). Sister City Committee Council Member Garza made a motion to reappoint Gargi Bhowal (United Corpus Christi Chamber of Commerce), Luis F. Cabrera (Port Industries of Corpus Christi) and Susane "Westi" Horn (Advertising/Public Relations), seconded by Greg Smith and passed unanimously (Council Member Molina - absent). I. EXPLANATION OF COUNCIL ACTION: City of Corpus Christi Page 3 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. 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 choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Communication department at 361-826-3211 to coordinate. All items on this agenda are considered public hearings. Mayor McComb referred to comments from the public. City Attorney Miles K. Risley read the Rules of Decorum. City Secretary Rebecca L. Huerta conducted the public comment period. Sirfrederickvon USA King vii, P.O. Box 1181, spoke on behalf of the silent majority and the importance of listening. Tony C. Hartwell, P.O. Box 18785, stated that the City of San Antonio's budget includes funds for dealing with homelessness and suggested council members form a committee to address homelessness; thanked the police department for their recent efforts to address homeless individuals violating traffic laws; and asked Animal Care Services to make sure homeless individuals register their dogs with the City. Corinna Winkler, 7217 Kress Circle, Apt. D-1, spoke about her exorbitant water bill and questioned solid waste, wastewater and miscellaneous fees for a single person. Margareta Fratila, 3606 Tripoli Dr., asked the City to look into a high water bill for an elderly person living alone, and spoke about property owners versus tenants being responsible for unpaid water bills when tenants break their lease and leave without paying the water bill. K. CONSENT AGENDA: (ITEMS 4 - 7, 13, 15 - 20) Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. Council members requested that Items 8, 9, 10, 11, 12, and 14 be pulled for individual consideration. There were no comments from the Council or the public. A motion was made by Council Member Garza, seconded by Council Member Hunter, to approve the Consent Agenda. The motion carried by the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 City of Corpus Christi Page 4 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 4. 5. 6. 7. 13. Zoning Case No: 0619-02 Texas State Roofing Company, LLC (District 2). Ordinance rezoning property at or near 916 South Alameda from the "CG -2" General Commercial District to the CG-2/SP" General Commercial District with a Special Permit. Planning Commission and Staff recommend Approval. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031847 Zoning Case No. 0519-03 Sergio and Magali Martinez (District 1) Ordinance rezoning property at or near 2934 Highland Avenue from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. Planning Commission and Staff recommend Approval. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031848 Ordinance authorizing acceptance of $171,000 grant from Texas Department of Transportation for the 2020 Comprehensive Selective Traffic Enforcement Project to increase traffic enforcement with a City match of $49,553.37 from the FY 2020 General Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031849 Ordinance authorizing the purchase of 180 Police vehicle video recording systems and a five-year service agreement for installation and maintenance from Turn -Key Mobile, Inc. of Jefferson City, Missouri, via Texas Department of Information Resources Cooperative for a total amount not to exceed $1,541,113.15; appropriating $1,541,113.15 from the unreserved fund balance of the Liability and Employee Benefits - General Liability Fund; transferring to the IT Fund; and amending the FY 2018-2019 operating budget adopted by Ordinance No. 031548; funded through the Liability and Employee Benefits - General Liability Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031850 Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) with the City's local participation in the amount of $48,700.80 for water valve adjustments associated with the SH 358 Nueces Ramp Reversal PH II -A with funds available from the Water Capital Improvement Program. This Resolution was passed on the consent agenda. Enactment No: 031851 City of Corpus Christi Page 5 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 15. 16. 17. 18. 19. Motion authorizing a three-year service agreement with Texas Land Reclamation LLC, dba UTW Tire Collection Services, for tire collection and recycling/disposal services for a total amount not to exceed $356,400.00, effective upon issuance of a notice to proceed, with the first-year funding in the amount of $118,800.00 through the General Fund and Fleet Maintenance Services Fund. This Motion was passed on the consent agenda. Enactment No: M2019-137 Motion awarding a contract to Burns & McDonnell for services associated with a Solid Waste Operational Assessment including engineering analysis and business operations assessment in the amount of $144,800 effective upon issuance of notice to proceed, with funding available from Solid Waste 2019 Operations Fund. This Motion was passed on the consent agenda. Enactment No: M2019-138 Motion authorizing a lease -purchase with Vermeer Texas -Louisiana to purchase one directional boring machine for an amount not to exceed $428,244.34, effective upon issuance of a letter of acceptance, with first-year in the amount of $85,448.88 funding available through the Gas Fund. This Motion was passed on the consent agenda. Enactment No: M2019-139 Motion authorizing a lease -purchase with EKA Government Sales Experts to purchase two trenchers; a Ditch Witch RT45A compact trencher and a Ditch Witch RT850T4 heavy duty trencher, in an amount not to exceed $200,573.05, effective upon issuance of a letter of acceptance, with first-year funding in the amount of $39,914.64 available in the Gas Fund. This Motion was passed on the consent agenda. Enactment No: M2019-140 Motion authorizing a three-year supply agreement with Champion Industrial Sales, LLC for the purchase of welding equipment and supplies, for a total amount not exceed $100,739.94, effective upon issuance of a notice to proceed, with first-year funding in the amount of $33,579.80 through the Stores Fund. This Motion was passed on the consent agenda. Enactment No: M2019-141 City of Corpus Christi Page 6 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 20. Motion authorizing a two-year service agreement with Patterson Capital Management, L.P., dba Patterson & Associates, for investment advisor services in an amount not to exceed $60,000.00, with two additional two-year renewal options with escalation cost for a potential total amount not to exceed $184,000.00, effective upon issuance of a notice to proceed, with funding available in the General Fund. This Motion was passed on the consent agenda. Enactment No: M2019-142 K. CONSENT AGENDA: (ITEMS 8 - 10) 8. 9. Mayor McComb referred to Items 8, 9 and 10. Interim Director of Financial Services Alma Casas stated that the purpose of Items 8, 9 and 10 are to authorize the issuance of refunding bonds which will result in a total net present value savings estimated at $4.5 million dollars. There were no comments from the Council or the public. Council Member Smith made a motion to approve Items 8, 9, and 10, seconded by Council Member Guajardo. These items were passed on second reading and approved with one vote. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2019" for Water and Wastewater Utility improvements in an amount not to exceed $113,000,000 and authorizing other matters incident and related thereto. This Ordinance was passed on second reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 Enactment No: 031851 Ordinance authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2019" related to Parks and Recreation improvements in an amount not to exceed $9,000,000 and authorizing other matters incident and related thereto. This Ordinance was passed on second reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith City of Corpus Christi Page 7 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 10. Absent: 1 - Council Member Molina Abstained: 0 Enactment No: 031852 Ordinance authorizing the issuance of "City of Corpus Christi, Texas General Improvement Refunding Bonds, Taxable Series 2019" related to Airport improvements in an amount not to exceed $4,000,000 and authorizing other matters incident and related thereto. This Ordinance was passed on second reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 Enactment No: 031853 K. CONSENT AGENDA: (ITEMS 11, 12 and 14) 11. Motion authorizing a three-year service agreement with Richard E. Cruz, dba Rick's Detail and Body Shop, for vehicle paint and body repairs of fleet units assigned to the Fire Department in an amount not to exceed $254,700.00, effective upon issuance of a notice to proceed, with funding available in the General Fund. Mayor McComb referred to Item 11. Council Member Hernandez, Director of Contracts and Procurement Kim Baker and City Manager Peter Zanoni discussed the following topics: reason for only one bid; bidder already providing services under a different agreement; the Fire Department was comfortable with the pricing from bidder; the process of evaluating the bid by doing a price comparison for similar services; whether there is a policy in place requiring multiple bids; no control over whether the private sector submits bids; continue to work on good business process to incentivize more bidders for similar service; and continuing to secure as many bids as possible. There were no comments from the public. Council Member Hunter made a motion to approve the motion, seconded by Council Member Garza. This Motion was passed and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 City of Corpus Christi Page 8 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 12. 14. Enactment No: M2019-135 Motion awarding a contract to Berry Contracting LP dba Bay, Ltd. for reconstruction of Holly Road from Rodd Field Road to Ennis Joslin Road using asphalt pavement and providing required utility improvements in the amount of $8,345,032.20, effective upon issuance of notice to proceed, with funding approved and available in Type B and Utility Capital Improvement Budgets. (Council District 4) Mayor McComb referred to Item 12. Council members and Director of Engineering Services Jeff Edmonds discussed the following topics: receiving progress updates; what is being done so projects are completed on time; looking at increasing the liquidated damage amounts to incentivize more overtime; what the process is for change orders if unexpected events occur; request to compare what the Texas Department of Transportation (TXDOT) does with what the City does in incentivizing companies like Bay, Ltd. to complete projects on time; how to get companies, like Bay, Ltd., to provide similar performances on the City's projects as they do for TXDOT; reiteration that Council and staff will implement all measures, discussed today and previously. City Manager Peter Zanoni announced the recruitment of Assistant Director of Construction Management Brett Van Hazel who will begin on Tuesday, September 3, as well as a Project Manager; that the problems and delays with the construction projects were due to lack of oversight and appropriate staffing, but that these recruitments would allow for more dedicated time to each project; staff would be more engaged on projects under construction; and able to manage timelines and quality of work. There were no comments from the public. Council Member Garza made a motion to approve the motion, seconded by Council Member Barrera. This Motion was passed and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 Enactment No: M2019-136 Motion awarding Amendment 1 to a contract with Mott MacDonald, LLC in the amount of $224,862 for a total restated fee of $247,362 to provide engineering and design services for assistance with the North Beach Coastal Protection project, effective upon issuance of Notice to Proceed, with funding available in Bond 2018, Proposition A. (Council District 1) Mayor McComb referred to Item 14. Council members, City Manager Peter Zanoni, Director of Engineering Services City of Corpus Christi Page 9 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 Jeff Edmonds and Director of Planning Dan McGinn discussed the following topics: whether the project is a result of the realignment of the Harbor Bridge and associated freeway system; should the project be a mitigation project for the Port of Corpus Christi rather than the City; discussion of the letter from Mott MacDonald, LLC regarding scope of work; whether the project is a Texas Department of Transportation (TXDOT) project because of the bridge or a canal project; the purpose of 20018 Bond Proposition A was for the design and construction of new break water barriers to mitigate beach erosion and coastal flooding, which was approved by the North Beach Area Plan and adopted by Council in March 2018; whether the two studies are accomplishing the same purpose and overlapping each other; a private entity spending $300,000 for the same study so why double spend; each study is exclusive with no significant overlap; same geographical area, but each studying different aspects, one drainage and the other breakwater impact; waiting for results from Urban Engineering related to drainage before moving forward; North Beach Infrastructure Task Force being unaware of a written pledge of $300,000; the need for clarification and shared communication with the public; what is the City's obligation to the voters; that the public authorized funding, but did not mandate the project be completed; requesting both firms present specifics on each study to the Council; and that the studies will not be delayed if the item is tabled. There were no comments from the public. Mayor McComb made a motion to table Item 14, seconded by Council Member Barrera. Discussion ensued about specifying a specific date to bring back the item, but the consensus of the Council was to omit. This Motion was tabled with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 M. PUBLIC HEARINGS: (ITEMS 21 - 25) 21. First Public Hearing on Fiscal Year 2020 Ad Valorem Tax Rate Mayor McComb referred to Item 21. Interim Director of Financial Services Alma Casas stated that the purpose of this item is to hold the first public hearing on the proposed Fiscal Year 2020 Ad Valorem Tax Rate of $0.646264 per $100 valuation, which includes an increase of two cents from the prior year's property tax rate to be used for residential streets as approved by the citizens on November 8, 2016, and that the Property Tax Code requires two public hearings be held on the proposed Ad Valorem Tax Rate if the proposed tax rate exceeds either the rollback rate or the effective tax rate, whichever is lower. Interim Director Casas added that since the City's proposed tax rate exceeds the effective tax rate, two public hearings are required with today's public hearing being the first public hearing and the second public hearing to be held on September 6, 2019. Mayor McComb opened the public hearing. There were no comments from the public. City of Corpus Christi Page 10 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 Council Members, Interim Director Casas, and Chief Financial Officer Constance Sanchez discussed the following topics: whether action was needed today; declaring the proposed ad valorem tax rate an emergency in the past; and that the reason for declaring it an emergency this year is due to time constraints. Mayor McComb read the following statement, "During the September 17, 2019 City Council meeting beginning at 11:30 a.m. at City Hall, the City Council will vote on the proposed property tax rate." Mayor McComb closed the public hearing. 22. Zoning Case No. 0719-01 Corpus Christi Limousines Unlimited, Inc. (District 1) Ordinance amending Zoning Ordinance 031465 on a property at or near 4001 Leopard Street by adding a 12 -month time extension to the special permit time initially approved. Planning Commission and Staff recommend Approval. Mayor McComb referred to Item 22. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is a time extension request to extend the time limit of the special permit for an additional 12 months to provide sufficient time for the construction and installation of the crematorium initially approved. Director Nixon -Mendez presented information on the following topics: aerial overview; subject property at 4001 Leopard Street; zoning pattern; Planning Commission and staff recommendation; public notification; special permit conditions; Unified Development Code (UDC) requirements; and site plan. Mayor McComb opened the public hearing. There were no comments from the Council or the public. Mayor McComb closed the public hearing. Council Member Hunter made a motion to approve the Ordinance, seconded by Council Member Roy. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 23. *This item has been rescheduled for October 1, 2019.* e • /1) Ordinance rezoning property at or near 2110 Laguna Shores Road from the "RE" Residential Estate District to the "RS 6" Single Family 6 District. Planning Commission and Staff recommend Approval. Mayor McComb referred to Item 23 and stated that the item has been rescheduled for the October 1, 2019 City Council meeting. City of Corpus Christi Page 11 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 24. Zoning Case No: 0719-04 Guillermo Munoz. (District 1) Ordinance rezoning property at or near 121 Pueblo Avenue from the "IL" Light Industrial District to the "RM -3" Multifamily Residential District. Planning Commission and Staff recommend Approval. Mayor McComb referred to Item 24. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to rezone a property from an "IL" Light Industrial District to the "RM -3" Multi -Family Residential District to allow for the construction of a new single-family home built as part of a grant from the Housing and Community Development Department's HOME Investment Partnership (HOME) Program. Director Nixon -Mendez presented information on the following topics: aerial overview; subject property at 121 Pueblo Avenue; zoning pattern; Planning Commission and staff recommendation; public notification; Unified Development Code (UDC) requirements; and utilities. Mayor McComb opened the public hearing. There were no comments from the public. A council member, Director of Development Services Nixon -Mendez and Director of Housing and Community Development Rudy Bentancourt discussed the following topics: whether the demolition and reconstruction program is for multi -family developments or only single-family developments; why the rezoning request is for a "RM -3" multi -family development; the advantage of an increased buffer requirement; consistency with adjacent zoning districts; existence of non -conforming zoning use of surrounding properties; the subject property is compliant with a single-family development "RM -3"; the need to be consistent with zoning designation in the area; and a plan proposed to look at rezoning the area. Mayor McComb closed the public hearing. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 25. Zoning Case No: 0719-03, Cloudcroft Land Ventures, Inc. (District 5) Ordinance rezoning property at or near 6202 Yorktown Boulevard from the "RM -1" Multifamily District to the "CN -1" Neighborhood Commercial District. Planning Commission and Staff recommend Approval. Mayor McComb referred to Item 25. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to rezone a property from the "RM -1" Multifamily District to the "CN -1" Neighborhood Commercial District and allow for the construction of a business center. City of Corpus Christi Page 12 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 Director Nixon -Mendez presented information on the following topics: aerial overview; subject property at 6202 Yorktown Blvd.; zoning pattern; Planning Commission and staff recommendation; public notification; and Unified Development Code (UDC) requirements. Mayor McComb opened the public hearing. There were no comments from the Council or the public. Mayor McComb closed the public hearing. Council Member Hernandez made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez and Council Member Roy Absent: 3 - Council Member Hunter, Council Member Molina and Council Member Smith Abstained: 0 N. REGULAR AGENDA: (NONE) O. FIRST READING ORDINANCES: (ITEMS 26 - 28) Mayor McComb referred to First Reading Ordinances, Items 26 - 28. Council Members, Director of Development Services Nina Nixon -Mendez and City Manager Peter Zanoni discussed the following topics: whether the previous council direction on the water distribution main trust fund regarding Items 26 and 27 impacted these projects; and the balance of the water distribution main trust fund. These ordinances were passed on first reading and approved with one vote. 26. Ordinance authorizing a Water Distribution Main Line Extension Construction and Reimbursement Agreement with Esther Ybarra to extend a line to a planned residential property located at 7541 Weber Road for a term not to exceed 12 months; appropriating $101,950.24 from the Water Distribution Main Trust Fund to reimburse developer. (District 3) This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 27. Ordinance authorizing a Water Distribution Main Extension Construction and Reimbursement Agreement with NP Homes LLC to extend lines from City of Corpus Christi Page 13 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 Rand Morgan Road and McNorton Road for a planned residential subdivision, for a term not to exceed six months from the execution of the agreement; appropriating $40,537.20 from the Water Distribution Main Trust Fund to reimburse developer. (District 1) This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 28. Ordinance authorizing an agreement with Corpus Christi PATCH, Inc. to allow use of portions of Taylor, Mesquite, Starr and Chaparral Streets for the Que Bueno Taco Festival and related activities scheduled for September 14, 2019. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith Absent: 1 - Council Member Molina Abstained: 0 R. BRIEFINGS: (ITEM 30) 30. Water Supply Trigger Point Factors and Recommendations Mayor McComb deviated from the agenda and referred to Item 30. City Manager Peter Zanoni stated that the presentation and Council dialogue will provide basic policy direction and will help staff move forward with land acquisition permitting. Assistant City Manager Mark Van Vleck stated that the purpose of this item was to present the ongoing effect, factors and recommendations regarding a future water supply and trigger points needed to meet water demands. Assistant City Manager Van Vleck presented information on the following topics: bottom line for presentation; important questions regarding the need for a new drought -proof water supply; timeline for trigger point development; supply assumptions; supply -demand history; supply takeaways; demand assumptions; supply -demand projection; demand takeaways; financial assumptions; financial assessments; financial takeaways; recommendation; and alternative water supply options. Council members and Assistant City Manager Van Vleck discussed the following topics: idea of having permits ready and in hand; trigger point levels and comfort factors; current and future desalination permits the City is working City of Corpus Christi Page 14 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 on; comparison of different percentages with firm yield; dollars in capital at the different trigger percentages; additional rate impact on users; recommendation of using a 75% trigger point; the financial perspective of using other options, design -build versus a long-term contract to purchase water; when debt service monies become available related to the Mary Rhodes pipeline; and keeping the impact to the rate payer as the number one target. MOTION OF DIRECTION Council Member Smith made a motion directing the City Manager to pursue the water development as outlined by staff, which includes financing, land acquisition, pursuit of the permit, and the use of a 75% trigger point in construction calculations, seconded by Council Member Garza. Council Members and Assistant City Manager Van Vleck discussed the following additional topics: did the motion of direction include looking at other financial options, or having dialogue with other companies regarding long-term purchases of water; and clarification of the initial process, which is to secure the land, secure the permit, secure the funding, then the negotiation process would begin with discussion of all alternative options. The motion of direction passed with the following vote: Mayor McComb and Council Members Guajardo, Hernandez, Hunter, Roy, Smith, Barrera and Garza voting "Aye" (Council Member Molina - absent). S. EXECUTIVE SESSIONS: (ITEMS 31 - 32) Mayor McComb referred to Executive Session Items 31 and 32. The Council went into executive session at 2:05 p.m. The Council returned from executive session at 3:15 p.m. 31. Executive Session pursuant to Section Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to contractual obligations pursuant to the lease of property to SQH Sports & Entertainment, Inc. near the intersection of State Highway 286 and Weber Road and areas adjacent thereto and use of said property for matters related to a sports complex and related uses, and pursuant to Texas Government Code § 551.072 to discuss and deliberate the lease and value of the aforementioned real property owned by the City in the aforesaid locations when deliberation in open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. This E -Session Item was discussed in executive session. 32. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to U.S. Environmental Protection Agency and Texas Commission on Environmental Quality regulations regarding minimum dissolved oxygen City of Corpus Christi Page 15 Printed on 9/5/2019 City Council Meeting Minutes August 27, 2019 standards for the Oso Bay and/or parts thereof and related areas, discharge permits for the City's wastewater treatment plants, the regulation of the City's wastewater treatment system and potential litigation and/or consent decree(s) related thereto, and other state and federal regulatory matters related to the discharge and treatment of water and/or wastewater and requests for modification of standards related thereto. This E -Session Item was discussed in executive session. L. RECESS FOR LUNCH The recess for lunch was held during Executive Session Items 31 and 32. P. RECESS FOR CORPORATION MEETINGS: (ITEM 29) 29. Annual Meeting of the North Padre Island Development Corporation Mayor McComb recessed the regular Council meeting at 3:16 p.m. to hold a Meeting of the North Padre Island Development Corporation. Q. RECONVENE COUNCIL MEETING: Mayor McComb reconvened the regular Council meeting at 3:23 p.m. T. IDENTIFY COUNCIL FUTURE AGENDA ITEMS None. U. ADJOURNMENT The meeting was adjourned at 3:24 p.m. City of Corpus Christi Page 16 Printed on 9/5/2019 City of Corpus Christi Meeting Minutes City Council Workshop Session 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Thursday, August 22, 2019 9:00 AM City Council Chambers Hotel Occupancy Tax, Convention &Visitors Bureau, American Bank Center, Airport Public Notice - - ITEMS ON THIS AGENDA ARE 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. THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 9:01 a.m. B. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. Assistant City Secretary Paul Pierce called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Council Member Everett Roy arrived at 9:15 a.m. City Attorney Miles K. Risley arrived at 10:38 a.m. Charter Officers: City Manager Peter Zanoni, Assistant City Attorney Buck Brice and Assistant City Secretary Paul Pierce. Present 9 - Mayor Joe McComb, Council Member Roland Barrera, Council Member Rudy Garza, Council Member Paulette Guajardo, Council Member Gil Hernandez, Council Member Michael Hunter, Council Member Ben Molina, Council Member Everett Roy, and Council Member Greg Smith C. BRIEFINGS TO CITY COUNCIL: 1. FY 2019-2020 Budget Workshop on the Hotel Occupancy Tax Collections and Programs, the Convention & Visitor's Bureau, the American Bank Center, and Airport Operations. Mayor McComb referred to Item 1. City Manager Peter Zanoni stated that the purpose of this item is to present FY2019-2020 budget -related information for hotel occupancy tax collections and programs, the Convention and Visitors' Bureau (Visit Corpus Christi) and City of Corpus Christi Page 1 Printed on 9/13/2019 City Council Workshop Session Meeting Minutes August 22, 2019 the American Bank Center (ABC) and to present the FY2019-2020 proposed budget for the Aviation Department. City Manager Zanoni discussed the upcoming Council budget workshop and public input session. Director of the Office of Management and Budget Eddie Houlihan presented information on the following topics regarding hotel occupancy taxes: tax rate; major uses; and the FY2020 proposed budget. General Manager of the American Bank Center Matt Blasy presented information on the following topics related to the American Bank Center: mission statement; about the American Bank Center; SMG's organizational structure; FY2019 achievements; performance indicators; services; FY2020 proposed budget; and FY2020 enhancements. Chief Executive Officer of Visit Corpus Christi (VCC) Paulette Kluge presented information on the following topics related to Visit Corpus Christi: mission statement; about VCC; advertising; organizational structure; FY2019 achievements; performance measures; and FY2020 proposed budget and plan. Council members, City Manager Zanoni, Director Houlihan, Mr. Blasy and Ms. Kluge discussed the following topics: funding for gulf and inland beach lifeguards; learn -to -swim programs; addressing concerns regarding recent drownings; the ABC's revenue projections; the lead time to book events at the ABC; the ABC's sales goals and revenue targets; if hotel occupancy taxes from AirBnB are included in the proposed budget, as presented; the use of digital advertising by VCC; attendance trends, the number and type of events, event goals, expense controls and energy efficiency initiatives at the ABC; the number of deaths on gulf beaches annually; that VCC is working to make ReverseAlert available to area hotel guests via an app; efforts to bring Broadway shows to the ABC and the reasons shows do and do not come to the ABC, including challenges related to Corpus Christi's geographic location; the importance of relationships in bringing shows to the ABC; VCC's promotion of direct flights to Corpus Christi from Dallas Love Field; advertising in relation to direct flights from DFW International Airport to Corpus Christi; clarification regarding room occupancy data; capital projects and savings realized from in-house management of capital projects at the ABC; and the City working with Nueces County in relation to maintaining an appropriate level of lifeguard staffing at area beaches. Director of Aviation Fred Segundo presented information on the following topics related to the Aviation Department: mission statement; about the Aviation Department; organizational structure; FY2019 achievements; FY2020 and 2022 goals; performance measures; services; FY2020 proposed Airport Fund budget; and FY2020 highlights. Council members and Director Segundo, the Aviation Department's Public Relations and Marketing Coordinator Kim Bridger and Finance and Administration Manager Nicole Zapata discussed the following topics related to the Aviation Department: marketing efforts; partnering with the Convention and Visitors' Bureau / VCC; Federal Aviation Administration funding restrictions related to marketing expenditures; the annual marketing budget; the current digital marketing campaign that re -directs locals to a total cost calculator when locals look for flights departing from regional airports other than Corpus Christi International Airport; that the Saturday -only direct flight from Dallas' Love Field City of Corpus Christi Page 2 Printed on 9/13/2019 City Council Workshop Session Meeting Minutes August 22, 2019 D. ADJOURNMENT will be ending at the end of this year; new marketing methods; that the military represents 60% of the airport's operations; the purpose of monies proposed for professional services; parking revenue versus related costs; the purpose of computer- / IT -related expenses; using the City's IT Department versus private contractors; that the Airport's IT network is a closed network; airport -specific software and related costs; that American Airlines will be adding capacity at the airport; the relationship between enplanements and capacity; the annual economic impact of the airport; revenue lost to leakage to other regional airports; adding flights from discount carriers; landing fee revenue; that the military does not pay landing fees, but instead pays the airport six cents from each gallon of fuel they purchase as well as a fee when military planes stay at the airport overnight; the portion of total revenue derived from military operations at the airport; and the financial impact to the airport if the military component were to be discontinued. Council members and City Manager Zanoni discussed the following additional topics: when the Council will receive the report it requested as part of its recent directive relating to winter quarter averaging and separating a stormwater rate from the current utility rate structure; clarification regarding the requested increase in the water rate and averting an increase in the wastewater rate due to performing some aspects of maintenance in-house; and a request that the Council be provided background information and a timeline related to the change from winter quarter averaging to the current wastewater rate structure. The meeting was adjourned at 10:45 a.m. City of Corpus Christi Page 3 Printed on 9/13/2019 City of Corpus Christi Meeting Minutes City Council Workshop Session 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Thursday, August 29, 2019 9:00 AM City Council Chambers Census 2020 (Nueces Together), Parks & Recreation, Libraries, Health, Water/Storm Water/Wastewater Rate Structures, and Budget Wrap-up Public Notice - - ITEMS ON THIS AGENDA ARE 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. THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 9:00 a.m. B. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Council Member Roy arrived at 9:24 a.m. Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City Secretary Rebecca L. Huerta. Present 7 - Mayor Joe McComb, Council Member Roland Barrera, Council Member Rudy Garza, Council Member Paulette Guajardo, Council Member Gil Hernandez, Council Member Everett Roy, and Council Member Greg Smith Absent 2 - Council Member Michael Hunter, and Council Member Ben Molina C. BRIEFINGS TO CITY COUNCIL: 1. FY 2019-2020 Budget Workshop on Census 2020 (Nueces Together), Parks and Recreation, Libraries, and Health Departments, Water/Storm Water/Wastewater Rate Structures, and Budget Wrap-up. Mayor McComb referred to Item 1. City Manager Peter Zanoni stated that the purpose of this item is to present information on the following topics: Census 2020 (Nueces Together); the City of Corpus Christi Page 1 Printed on 9/13/2019 City Council Workshop Session Meeting Minutes August 29, 2019 FY2019-2020 proposed budgets for the Parks and Recreation, Libraries and Health Departments; water/storm water/wastewater rate structures; and a budget wrap-up. Steve Ray with Nueces Together presented information on the following topics: Nueces Together board members; the census is critical; the census count determines dollars and representation; the census equals economic opportunity; promoting census 2020 takes money; the U. S. Census Bureau recommends complete count committees; a listing of the elected officials and individuals in education, the faith and business communities and non-profit organizations comprising the local complete count committee as of August 29, 2019; hard -to -count populations; Nueces Together's outreach plan; census -related data to which Nueces Together will not have access; and a timeline. A council member asked about the use of City public service announcements and the City's television studios as well as City funding dedicated to Nueces Together. Director of the Public Health District Annette Rodriguez presented information on the following topics related to the Public Health District: about Public Health; and mission statement. A council member and Director Rodriguez discussed low-cost vaccinations. Director Rodriguez presented information on the following additional topics related to the Public Health District: organizational structure; Health District study; FY2019 achievements; performance measures; public health services; the FY2020 proposed budget, General Fund budget, grant and program fund budgets, and the County's general, grants and program fund budgets; and FY2020 enhancements. Director of Library Services Laura Garcia presented information on the following topics related to the Library Services Department: mission statement; organizational structure; about Library Services; FY2019 achievements; performance measures; services; the FY2020 proposed General Fund budget; and an FY2020 enhancement. Parks and Recreation Director Jermel Stevenson presented information on the following topics related to the Parks and Recreation Department: mission statement; about Parks and Recreation; organizational structure; commissions and committees; FY2019 achievements; performance measures; services; the FY2020: proposed budget; General Fund budget; and the enterprise, special revenue and grant funds budgets; FY2020 enhancements; and an FY2020 enhancements summary. Council members and Directors Rodriguez, Garcia and Stevenson discussed the following topics: the Public Health District collaborating with the Parks and Recreation Department to address obesity; diabetes prevention; use of mobile clinics; working in partnership with the private sector to extend City dollars; marketing the use of public libraries to middle schools; splash pad installation timeline; increasing lifeguard staffing on area beaches; the definition of "preventables" as is related to drownings/near drownings; the number of fatalities on area beaches thus far this year; the City's efforts to address City of Corpus Christi Page 2 Printed on 9/13/2019 City Council Workshop Session Meeting Minutes August 29, 2019 drownings; the City maintaining lifeguards on Nueces County's beaches and Nueces County reimbursing the city for same; the HEB Tennis Center engaging with local tennis associations and with children in older neighborhoods; maintenance timelines; being customer service driven; funding for the Bay Jammin' Series; recognition of the Library for its efforts/programs; increasing funding committed to addressing mental health issues; the sustainability of community enrichment funding; delivering that which is proposed in proposed FY2020 budgets; the importance of regular maintenance for the Parks and Recreation Department's facilities; the Health District's efforts related to and monies spent on nutrition education and incorporating nutrition education in its various programs; public/private partnerships promoting healthy cooking; the effect of past budget cuts on libraries' hours of operation; the importance of childrens' access to computers at public libraries; library programs directed at teens and young adults; nutrition and cooking classes/demonstrations; that, during the numerous public meetings regarding the FY2020 proposed budget, the public requested expanded hours of operation at public libraries; the number of FTEs dedicated to beach maintenance; support for the Parks and Recreation Department's decision to allow members of the public to swim for free at public pools and, ideally, reduce drownings by enabling more people to learn how to swim; monies dedicated to mental health in the Health District's proposed FY2020 budget and its impact on homeless individuals; the Health District coordinating with U.S. Immigration and Customs Enforcement regarding tuberculosis testing and immunization of immigrants and related reimbursement from the federal government; separating the Library Department's administrative costs from costs related to operation of the Central Library; reasons for an increase in salaries at the Harte Library; the reasons for disparity in salaries and professional services between various libraries; the process for filling vacancies at public libraries; the MIS allocation in the Library Department's budget; the purpose of travel in the Latchkey Program's budget; the dollar amount of grants received and planned in the Park and Recreation Department's FY2020 proposed budget; the purpose of community enrichment monies; that there is not a public swimming pool in City Council District 5; the use of pass-through versus recirculating water systems in splash pads; thanks to staff for their work on the FY2020 proposed budget; the number of City parks with basketball courts and related maintenance updates that are needed; the health benefits of City parks; the use of adjustable height basketball hoops; funds for stormwater mowing in the Parks and Recreation Department's budget; addressing multiple departments mowing the same drainage ditch; an effort to repair sprinkler heads in parks city-wide; and allowing Heritage Park tenants more flexibility to effect needed maintenance and repairs to the City buildings they occupy. Assistant Director of Support Services for Water Utilities Reba George presented information on the following topics related to winter quarter averaging for wastewater: the history of winter quarter averaging for wastewater; an explanation of the current method of calculating wastewater charges versus winter quarter averaging; an example explaining the method of calculating wastewater charges using the winter quarter averaging method; and proposed 2020 and 2021 wastewater rate changes. Council members and Assistant Director George discussed the following topics: timeline related to implementation of the winter -quarter averaging method of calculating wastewater rates; testing timeline; expediting implementation; the importance of the accuracy of the winter -quarter averaging calculation; and City of Corpus Christi Page 3 Printed on 9/13/2019 City Council Workshop Session Meeting Minutes August 29, 2019 D. ADJOURNMENT using four versus three months in the winter -quarter averaging calculation and related complications that necessitate moving forward with the use of three months, this year. Assistant City Manager Mark Van Vleck presented information on the following topics related to the storm water utility fee: the history and background of the storm water utility fee; the recommended implementation and approach; and creating a coalition of stakeholders. Council members and Assistant City Manager Van Vleck discussed the following topics: implementation timeline; the need to establish a storm water utility fee now; the components of the water portion of a utility bill; the funding needed to operate the City's storm water functions; a proposed method of assessing a storm water charge to utility customers; the use of detention ponds and their potential effect on the detention pond owners utility rate; detention versus retention ponds; the need to stabilize utility customers' monthly bills; the effect of separating out a storm water fee on utility customers' bills; implementing a long-term communication effort related to proposed changes to utility bills; utilizing a conservation campaign as a means of decreasing customers' water usage and related costs; including the community's input in developing a storm water rate; the importance of consistency in customers' monthly utility billings; incorporating various costs into utility rates; the impact of sprinkler systems as they relate to increased bills; the effect on apartment complexes of changing to winter quarter averaging; that winter quarter averaging only applies to residential customers; that a storm water fee will affect all utility customers; the benefits and drawbacks of "line-iteming" utility bills by each cost component; that the City is testing its utility billing system in relation to implementation of winter -quarter averaging; and that the budget wrap-up planned for today would be presented at the September 6, 2019 special city council meeting. City Secretary Rebecca L. Huerta announced that a quorum of the City Council was no longer present to conduct the meeting. A quorum of the City Council was re-established to continue the meeting. The meeting was adjourned at 11:41 a.m. City of Corpus Christi Page 4 Printed on 9/13/2019 CORPUS CHRISTI COMMISSION ON CHILDREN & YOUTH *Three (3) vacancies with terms to 5-1-21 and 5-1-22, representing the following categories: 1- Education, 1- Youth Representative and 1- Nueces County District Attorney's Office. (The Corpus Christi Commission on Children & Youth recommends the new appointment of Dr. Jacob Dryden. Staff is recommending the postponement of the Youth Representative and Nueces County District Attorney's Office for further recruitment). Duties The Commission on Children & Youth supports a comprehensive system of services and advances policies to meet the needs of Corpus Christi's children, youth and their families, including gathering information from people and entities to act as a source of information and referral on issues concerning children, developing an annual community action plan for children, youth and their families, advising the City Council on acquiring and allocating children and youth's resources and services, strengthening communications and encouraging partnerships between public and private entities working with children and youth, and serving as an advocate for local, state and federal policy benefitting children, youth and their families to the City Council, and to others as authorized by the Council. Composition The commission shall consist of nine (9) members appointed by the City Council. Each appointee shall have demonstrated interest in the welfare of children or youth through occupation or through association with community-based organizations. Members shall be representative of each of the following fields: (1) - Health and Human Services, (1) - Law Enforcement, (1) - Education, (1) - Youth and Family Services, (1) - Nueces County District Attorney's Office, and (3) - At -Large members. One (1) member shall be a youth representative from 16 to 21 years of age at time of appointment. Any member who ceases substantial activity in the field or office represented, automatically resigns from the commission. (On 10-10-95, Council approved the addition of a Police Officer to serve as an Advisory Member to be appointed by the Police Chief.) Name District Term Appt. date End date Appointing Auth Position Status Category *Kristen J Ross District 1 1 5/14/2019 5/1/2022 City Council Resigned Education Gilbert Z. Trevino District 1 2 5/2/2019 5/1/2022 City Council Chair Resigned Youth Rep. Vacant 1 N/A 5/1/2021 City Council vacant Nueces County District Attorney's Office Capt. Laura N. Garcia District 3 1 11/7/2017 5/1/2020 City Council Active Law Enforcement Clarissa B Mora District 5 Partial 5/14/2019 5/1/2020 City Council Active At -Large Christina R Harrison District 3 Partial 5/14/2019 5/1/2021 City Council Active At -Large Joseph N. Miller District 2 2 5/12/2015 5/1/2021 City Council Active Youth & Family Svcs. Priscila Baldillez District 3 1 5/2/2019 5/1/2022 City Council Vice -Chair Active At -Large Melissa Hofstetter District 3 2 5/2/2019 5/1/2022 City Council Active Health & Human Svcs. Denise Pace 1 N/A N/A Police Chief Advisory Active Police Officer CORPUS CHRISTI COMMISSION ON CHILDREN & YOUTH Applicants Name District Category Jacob W Dryden District 4 Education Margareta Fratila District 3 Education Laurie J Turner District 4 Education CITY OF CORPUS CHRISTI Submit Date: May 02, 2019 Application for a City Board, Commission, Committee or Corporation Profile Dr Jacob 2830 Denver Avenue Corpus Christi What district do you live in? P District 4 Current resident of the city? r Yes r No If yes, how many years? 2 Mobile: (952) 529-6777 CCISD Mobile: (361) 500-8360 Social Studies Teacher Work Address - Street Address and Suite Number 3750 Cimarron Blvd Work Address - City Corpus Christi Work Address - State TX Work Address - Zip Code 78414 Dryden :—List Name TX 78404 Dr Jacob W Dryden Page 1 of 5 Work Phone 3618787900 Work E-mail address jacob.dryden@ccisd.us Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? CORPUS CHRISTI COMMISSION ON CHILDREN & YOUTH: Submitted Interests & Experiences Are you a registered voter? c Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Education, Professional and/or Community Activity (Present) I am teacher at Veterans Memorial High School. I currently serve as the Social Studies Department Co - Chair, Campus Advisory Team (Faculty Senate) Chair, and as a VMHS Leadership Team Member. From a student engagement perspective, I am Faculty Advisor for a popular student interest club. I regularly volunteer time for school dances, rallies, graduations, and UIL activities. Finally, I organize and hold VMHS Saturday School activities with excellent student turnout. Moreover, I am committed to the education of CCISD youth, both inside and outside the classroom. Why are you interested in serving on a City board. commission or committee? I teach Social Studies at Veterans Memorial High School. For several years now, when my classes discuss government, economics, US history, or geography topics, one of my teaching strategies is to take the lesson beyond the textbook and apply it to the "real world". Here, I ask the students to consider timely topics that relate to the lesson at hand. Often, especially in today's political climate, leaders and their decisions are analyzed and discussed in class. More times than I can count, my students have demanded that I run for mayor, senator, or president after a hearty discussion! I preach to my roughly 200 students that sitting on the sideline and watching a problem helps no one. I encourage them that public service is an excellent way to make a better tomorrow for you and your community. I want to serve on the Corpus Christi Commission On Children And Youth because the Corpus Christi youth deserve to aim higher and I can help them achieve their goals. I offer the Commission a unique perspective. I work with hundreds of Corpus Christi youth everyday, I am highly educated, I have successful committee experience, I am passionate about youth education and development, and, most important of all, I have time to give because I care about their tomorrows. Dr Jacob W Dryden Page 2 of 5 Are you an ex -Officio member of a City Board. commission or committee? ✓ Yes r• No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? ✓ Yes r• No Demographics Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r' No Do you, your spouse. your business or your spouse's business have a City contract? Yes 6.No Does your employer or your spouse's employer have a City contract? ✓ Yes 6- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r. No Are you, your spouse. your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes 6- No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? Yes r• No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. NA Dr Jacob W Dryden Page 3 of 5 Board -specific questions (if applicable) aced.., OCPP'J. CHRIST :DMM $SIGN ON _HIL, REN 3 � The Commission on Children & Youth must include representatives from certain categories. Do you qualify for any of the following categories? * IW Education Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances. Section 2-65. which states that all members of City boards and commissions, including ad hoc committees. appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree Dr Jacob W Dryden Page 4 of 5 City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances. Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. rJ I Agree Consent for Release of Information 1 understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. Fl I Agree Oath I swear that all of the statements included in my application and attached documents, if any. are true and correct. J I Agree Dr Jacob W Dryden Page 5 of 5 Jacob Dryden, Ph.D. 2830 Denver Avenue, Corpus Christi, Texas 78404 1 952.529.6777 1 Education Ph.D. Political Science, The University of Mississippi, 2014 • Focus: International Relations and Comparative Politics GPA: 3.87 Dissertation: "On Mass Media, State Capacity, and Civil Conflict" Dissertation Committee: Timothy Nordstrom, Benjamin Jones, and Michael Henderson Inter -University Consortium for Political and Social Research (ICPSR), The University of Michigan, 2012 Program Scholar in Game Theory and Rational Choice Modeling M.A. Diplomacy and International Relations, Seton Hall University, 2003 • Focus: Middle Eastern Politics, East Asian Politics, and International Political Economy GPA: 4.0 B.A. International Studies, Hanover College, 2001 Major: International Studies • Minor: History, Spanish Teaching and Academic Employment Veterans Memorial High School, CCISD, 2017 - Present AP Human Geography • AP US History • Government • Economics • World Geography Gifted & Talented Certified Undergraduate Instructor, The University of Mississippi, 2012 - 2014 Introduction to International Relations Research Methods Teaching and Research Assistant, The University of Mississippi, 2010 - 2011 Graduate Assistant, Seton Hall University, 2002 - 2003 Assistant Editor and Reviewer, Journal of Diplomacy and International Relations Political Consultant, MSNBC, 2002 Professional Service Veterans Memorial High School School District Campus Advisory Team (Faculty Senate) Chair for all CCISD Social Studies Department Co -Chair Review Committee Campus Grading Guidelines Committee Chair Program Leader National Honor Society Faculty Selection Committee Member Mission Statement and Vision Committee Member Saturday School Leader and Supervisor Nominated Teacher of the Year, 2017-2018 Corpus Christi Independent • Social Studies Curriculum Writer • Social Studies Textbook • Advanced Academics Pilot Corporate Experience Account Executive, Travelers Insurance, 2014 -2016 Various commercial insurance underwriting positions, 2003 - 2010 References Robert Arredondo, Principal, DES, 361.878.0140, rabert.a recicnda ccsd..�s Kimberley James, Principal, VMHS, 361.878.7900, kimberley.iames ccisd.us Dr. Salvatore Russo, Assistant Professor, California State University, 310.243.3490, srusso@csudh.edu 2 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 11, 2019 Profile Margareta 3606 TRIPOLI DR. ACa' ss Fratila CORPUS CHRISTI TX 78415 What district do you live in? * FI District 3 Current resident of the city? r:Yes rNo If yes, how many years? 36 Home: (361) 851-9418 Home: (361) 739-3029 EUROPEAN FLORAL DESIGNS OWNER Work Address - Street Address and Suite Number 3230 REID DR. #F Work Address - City CORPUS CHRISTI Work Address - State TX Work Address - Zip Code 78404 Margareta Fratila Page 1 of 6 Work Phone 361-852-0471 Work E-mail address Preferred Mailing Address IW Home/Primary Address Which Boards would you like to apply for? AIRPORT BOARD: Submitted CORPUS CHRISTI COMMISSION ON CHILDREN & YOUTH: Not Submitted COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION: Not Submitted CORPUS CHRISTI CONVENTION & VISITORS BUREAU: Submitted CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT: Submitted CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted CRIME CONTROL & PREVENTION DISTRICT: Submitted ETHICS COMMISSION: Submitted HOUSING AUTHORITY: Submitted MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: Submitted NUECES COUNTY TAX APPRAISAL DISTRICT: Submitted OIL AND GAS ADVISORY COMMITTEE: Submitted PARKS AND RECREATION ADVISORY COMMITTEE: Submitted MARINA ADVISORY COMMITTEE: Not Submitted ISLAND STRATEGIC ACTION COMMITTEE: Submitted CORPUS CHRISTI B CORPORATION: Not Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: NO Education, Professional and or Community Activity (Present) SEE ATTACHED RESUME Del Mar Instructor Why are you interested in serving on a City board, commission or committee? Margareta Fratila Page 2 of 6 Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No Demographics Gender Fl Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes R. No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r• No Does your employer or your spouse's employer have a City contract? ✓ Yes R No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes R No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes R No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board -specific questions (if applicable) Margareta Fratila Page 3 of 6 , aooies'o'OCRPLiS CHRIST! COMMISSION JN CHILDREN :s The Commission on Children & Youth must include representatives from certain categories. Do you qualify for any of the following categories? " P. Education The Convention & Visitors Bureau Board must include representatives from certain categories. Do you qualify for any of the following categories? if None of the above Cvest or aoc i s o'OORPGS CHRIST', REGIONAL-PA.NSPIR AT'ON A iTk'OP!T/ Are you a qualified voter" residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) • Yes r No �Sa2sto i applies to CORPUS CHRIST REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged meaning elderly, persons with disabilities or low- income individuals? r Yes r No 2s' o apoiLes'n ISLAND -RA Gli; .ACTION ;1- t MITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? Pc Residential Property Owner (Who owns property and resides on Mustang or Padre Island) e -'::.r apcnes ;cVARIN,A .AL / SCR MF -II EE The Marina Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? ` None Selected ! _F _ >`,�—IS The Museum of Science & History Advisory Board must include representatives from certain categories. Do you qualify for any of the following categories? • K - 12 Education fJ Higher Education lW Business Community • Community Advocate (For NCAD) Are you a resident and qualified elector' of the District Nueces County)? Yes r No Margareta Fratila Page 4 of 6 ,� cr aoo ins To `,LO ;LNTY TAX APPRAISAL GIS74 (NCAD) Have you resided in the District for at least 2 years? c Yes r No aooues 3IL a' -,D AS AD SCR`' f.rkIP,IFTE The Oil & Gas Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? " Pr None of the above <aeseor coolies -0 nudtio e ooaras Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Question applies o CORPUS CHRISTI DOWNTOWN MANAGEMENT D Sf0tC The Corpus Christi Downtown Management District must include representatives from certain categories. Do you qualify for any of the following categories? None Selected ..S'Jraocueo'rl Are you a registered voter? r Yes r No Verification Margareta Fratila Page 5 of 6 City Code Requirement - Residency As a board, commission. or committee member. you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City. must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. PT I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. p I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p I Agree Oath I swear that all of the statements included in my application and attached documents. if any, are true and correct. 1p I Agree Margareta Fratila Page 6 of 6 MARGARETA FRATILA, MBM, TMF Master of Science in Horticulture 3606 Tripoli Dr. Corpus Christi, TX 78415 Office: 361-851-9418 Mobile:361-739-3029 Email: Education: • Master of Science in Horticulture and Agriculture Degree from Horticulture University of Bucharest, Romania. • Master of Art Degree in Business Management and Human Resources Development, Webster University, St. Louis MO and Corpus Christi State University • Corpus Christi State University (Texas A&M University -Corpus Christi) work toward Certification in secondary education and high school and MBA program. o Life Earth Science o Biology, Horticulture o French • Texas Master Florist and Professional Floral Design Commentator, International Bridal Florist Certification. • Floral Design and Management Certifications at Del Mar College • Certified Mediator for Nueces County Courthouse • Official Translator for Nueces County Courthouse • Deville Business School -Secretarial and Business office filing • Stephan Ministry trained as a Stephan Leader at Church of the Good Shepherd, Corpus Christi, TX. • Church of Acts- Class of the Prophets, one year class • Certified preacher, Evangelist, Healer, Missionary • Real Estate Institute in Corpus Christi, TX enrolled (three classes from completing the requirements to take Real Estate Broker Examination) Honors and Achievements: • Recipient of Republican Senatorial Medal of Freedom, 2004 • Life Member of Republican Senatorial Inner Circle and Presidential Round Table ■ Member of Texas State Society of Washington D.C. o Organized three Texas "Black Tie and Boots" Presidential Inaugural ball o Participated in five Presidential Inaugurations ■ Member of Republican Women's Club ■ Feature and Keynote Speaker at various schools, churches, and organizations such as: o Texas Federation of Republican Women o Republican Women's Club, Conroe TX o Knights of Columbus, Fourth Degree, Conroe, TX o Speaker for elementary schools, three high schools, and other city organizations ■ Corpus Christi Christians Women's Club, Past Chairman of Events ■ Producer of two television shows on local Channel 10 public Access ■ Weekly Adoration at the Our Lady of Corpus Christi ■ Member of the League of Womens Voter ■ Member of Friday Morning Group ■ Participated in five Republican National and State Conventions ■ Past Director of the three city Boards: o Library Board o Tree Advisory o Landmark commission ■ Candidate for City Council 2014,2016 ■ CASA Volunteer Employment History: 1983 -Present Friday February 13, 1983 my dream to open my own business comes true. I became owner and CEO of Margaret's Greenhouse and European Floral Design. Full Service flower shop, interiorscaping, and landscaping with instruction in Floral design and Horticulture. Teaching Flower Design on premises or in television. 2010 -Present. Business Consultant for various small businesses, Medical Offices, Real Estate Investments 2011- Producer of "Flower Talks - The Language of Love" with Margareta and "Bright Star -The Magic Romanian Matchmaker of All." The shows are produced and aired weekly (so far we have over 160 episodes aired) Feb 16, 1881 Immigrated to Untied States -became citizen in 1990 Feb 16 1982 arrived in Corpus Christi TX, crossing the Harbor Bridge penniless, but with a big dream that it was accomplished and I am looking forward to help our citizens to accomplish their dreams and live in a safe and pleasant environment. Personal: Proud Mother of two children and four grandchildren Languages spoken: Romanian, French, English, Russian, Latin, German Dreams and Aspirations Writer of the book in progress, "A Flight to Freedom," to be followed by a motion picture cast in Romania, Corpus Christi, TX and other world places. When finalized and approved by publisher and producer as being ready I will present it to the George W. Bush Presidential Library in Dallas, where I am a Charter Member, for signing and fundraising for the "Fight to Freedom" section helping with the fundraising for other immigrants who will want to share their life story of struggle and success. The book is a real life motivational story of my own struggles and success as an immigrant, to follow and accomplish my dream in the free world. http://www.ustream.ty/recorded/652159 Skills and Trades: ■ Sociable and Personable to the Extreme ■ Personal Advisor and Counselor ■ Fantastic Promoter and Social Events Organizer ■ Network "QUEEN" (as I am known) Extremely versatile in protocol, good manners and people skills Negotiator and peace maker Knowledge of people characters and body language ■ Proved success in leadership abilities and business management adviser ■ My principles and moral values are timeless and endless, therefore I have many followers of my principles, everyday, in every areas of their life. ■ Stephen Leader -Stephen Ministry trained to teach God's care for caregivers. Goals and Ambitions: To share my diversified knowledge with the people of all races, colors and religions, as long as they comes here in the USA, from all over the word in a purpose to overcome their struggle through education, beliefs, and following their dreams of freedom with hard work and faith. I want to serve the people in Corpus Christi, the city that I love and its citizens where they become my adoptive family. My message is that KNOWLEDGE IS POWER and each and every American should appreciate and look to this country through the eyes of an immigrant. MAY GOD BLESS AMERICA, and KEEP IT ALWAYS FREE!!! References By Request CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jul 17, 2019 Profile Dr Laurie 162 Martha Drive Corpus Christi What district do you live in? F7 District 4 Current resident of the city? r• Yes r No If yes, how many years? 16 years J Mobile: (361) 563-2263 Home: (361) 939-8116 Gregory -Portland ISD Educator -Chair Work Address - Street Address and Suite Number 4600 Wildcat Drive Work Address - City Portland Work Address - State Texas Work Address - Zip Code 78374 Turner TX 78418 Dr Laurie J Turner Page 1 of 5 Work Phone (361)777-4042 Work E-mail address Iturner@g-pisd.org Preferred Mailing Address IW Home/Primary Address Which Boards would you like to apply for? CORPUS CHRISTI COMMISSION ON CHILDREN & YOUTH: Submitted Interests & Experiences Are you a registered voter? 6- Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Not at this time. I have served on the Corpus Christi Pride Committee. Education, Professional andior Community Activity (Present) I hold a doctorate in Education Leadership & Research from Texas A&M -Corpus Christi. I have worked in public education for the past 16 years. I currently serve on the State Board of Educator Certification; governor appointment, as well as on the Nueces County Historical Commission. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) This is the only board that I am interested in at this time. Why are you interested in serving on a City board, commission or committee? For the last 25 years, I have been a strong advocate for youth at the local, state and federal levels concerning children: from being a CASA volunteer to serving at the state level; ensuring that all students have equitable education. BUT as an educator work with hundreds of children every year -their needs go beyond the classroom and I believe that I can be of use in our community; supporting families and children. Are you an ex -Officio member of a City Board, commission or committee? r Yes c' No Dr Laurie J Turner Page 2 of 5 No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission. committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r• Yes r No Demographics Gender Fl Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes 6. No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes R No Does your employer or your spouse's employer have a City contract? ✓ Yes c No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r• No Are you. your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes 6. No Do you or your spouse have a pending claim. lawsuit or proceeding against the City? ✓ Yes R No If you answer "Yes" to any of the questions above. please explain or ask to speak with the City's Legal Department. All responses are no. Board -specific questions (if applicable) Dr Laurie J Turner Page 3 of 5 ,:CSL) . ,Jk=:HPIST :: Ir41SSICN Irl The Commission on Children & Youth must include representatives from certain categories. Do you qualify for any of the following categories? iW Education Verification City Code Requirement - Residency As a board, commission, or committee member; you will be asked to adhere to City Code of Ordinances. Section 2-65, which states that all members of City boards and commissions. including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. w I Agree Dr Laurie J Turner Page 4 of 5 City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. A I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. 1 hereby release the City of Corpus Christi, and its agents. employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. rJ I Agree Oath 1 swear that all of the statements included in my application and attached documents, if any, are true and correct. Pr I Agree Dr Laurie J Turner Page 5 of 5 Dr. Laurie J Turner, Ed.D Contact Information 361-563-2263 1. Personal Statement Laurie Turner, Ed.D-Vitae 1 A doctoral Educational Leadership & Research graduate from Texas A&M University -Corpus Christi. I have fourteen years of special education, skills, knowledge, curriculum, testing, policy, and research essentials for advocating key areas in public education. I am currently looking to join your campus's leadership team. 2. Educational Background Ed.D. in Educational Leadership & Research, December 2014 Texas A&M University at Corpus Christi, TX (TAMUCC) Emphasis: Education Policy Dissertation: "Citizens' Beliefs on Neoliberalism, Moral, and Progressive/Constructivist Education" Dissertation Chair: Dr. Randall Bowden, Ph.D. Comprehensive Exams: Quantitative and Qualitative Research, Policy and Leadership Brief Synopsis of Research: The primary purpose of this study was to examine the citizens' beliefs regarding public education. Three major educational philosophies were measured: moral education, constructivism, and neoliberalism. It examined associations between variables. A general significance was found in a variety of areas concerning all three educational philosophies. Results showed that the citizens were not unified with one particular characteristic. The different sects of citizens such as community size, religious affiliation, age, gender, political affiliation, role, ethnicity, and region also were not unified with one particular philosophy. Coursework in Education: • Principal coursework o School safety o Evaluations o Testing o Instructional Coach • Curriculum writing • Quantitative & Qualitative Research methods • Leadership • Policy • Philosophy Laurie Turner, Ed.D-Vitae 2 • Public education • Higher Education Law • Instruction • Democratic societies M.P.A. in Public Affairs, 2003 Washington State University at Vancouver, WA (WSU) Emphasis: Public Policy Master's Thesis: "Perceptions of Intimate Partner Violence in Clark County" • Coursework in Public Administration: • Political Science • Criminal Justice issues • Research methods • Judicial Process • Public Policy • Theory & Philosophy • Public Administration B.S. in Criminal Justice, 1996 Portland State University at Portland, OR Internship: Clackamas Community Corrections: Sex Offender Unit 3. Professional Experience Gregory -Portland Independent School District 8/2006 to Present Corpus Christi, Texas Educator, American History Department Head -Social Studies (2007-2013) Teach American History. The American history course covers the colonial period through the Civil War. Curriculum begins with exploration and early colonization efforts; the development of representative government; followed by the American Revolution and the writings of the Constitution and its implementation during the early years of America; importance of innovation and the Industrial revolution leading towards expansion and division; ending with the Civil War and reconstruction period. Managed the social studies department. Developed curriculum and lessons pertaining to topics consistent with American and Texas History, as well as assessments. Responsible for budgeting and instructional materials. Served on various committees: Safety First Program; campus improvement plans; at -risk programs; and tutor. Taft Independent School District 2005-2006 Laurie Turner, Ed.D-Vitae 3 Taft, Texas Educator, World Geography & Cultures Taught World Geography and cultures. The course covered every continent and country in the world. The curriculum focused on geography, societies, economics, and government designs. ACADEMIC CERTIFICATIONS Principal Certificate (2019) Field Supervisor. (2017) Social Studies 4-8 (2006) Social Studies Composite 8-12 (2005) PROFESSIONAL CERTIFICATIONS Family Mediation (2003) Victim -Offender Mediation (2003) 4. Experience Not in Education Johnson & Associates Law Firm Vancouver, Washington 2000-2003 Paralegal Managed and assisted approximately 200 cases of nursing home negligence, wrongful death, automobile accidents, and family law. Restaurant Industry 1986-2000 Vancouver, Washington Hostess, Waitress, Bartender, and Manager The number one priority was customer service and satisfaction. Gain valuable skills such as working with the public, problem solving techniques, computers, money management, becoming a team player and organization skills. 5. Teaching a. Courses Public Education • American History • Texas History • World Geography & Cultures b. Course Development Activities Public Education Laurie Turner, Ed.D-Vitae 4 • Course development: American History, STAAR accommodations, G-PISD • Course development: Texas History, STAAR accommodations, G-PISD • Course development: Special Education, STAAR accommodations, G-PISD c. Curriculum Design • Scrapbooking through History: Colonial Period (Patent) • Scrapbooking through History: Texas History (Patent) • Scrapbooking through History: World Geography (Patent) 6. Research a. Publications 1. Dissertation Turner, L. J. (2015). Citizens' Beliefs on Moral, Constructivist, and Neoliberalism Education. Dissertation. 2. Current Research a. Journals • Turner, L., & Bowden, R. (in progress). Philosophical Perspectives: How do Citizens View Education? • Turner, L., & Bowden, R. (in progress). The Politics of Education: The Pervasiveness of Neoliberalism, the Lack of Perception. • Turner, L. (in progress). Impact of No Child Left Behind Act on Texas Students. • Turner, L. (in progress). Moral Education in Schools: Is it wanted or needed? b. Books • Turner, L. (2016). Finding My Own Voice: A Story of Abuse, Addiction, and Freedom. The Speak Easy Express: Charleston. • Martinez, V. & Turner, L (2018). (in progress). #Texas Strong: Tales of Hurricane Harvey. • Turner, E., & Turner, L. (2019). (in progress). Wings of Change: A Navajo Tale. 3. Unpublished Manuscripts • Turner, L. (2011). The Story of Rachel: Perceptions of a Teacher. • Turner, L. (2002). Perceptions of Intimate Partner Violence in Clark County. 4. Other Publications • Turner, L. (2012). SBOE-Up for Grabs? Texas Insider. On-line publication. Laurie Turner, Ed.D-Vitae 5 b. Professional Presentations 1. National • Turner, L. (2018). Hurricane Harvey through Narrative Art. Council of Social Studies Conference. Houston, Texas, Oct 12-14. • Turner, L. (2013). Belief Systems and their Impact on Education. Collaborative Educational Program for the Americas Conference, San Antonio, TX, October 17-19. • Turner, L. (2012). Leading to Innovate, Innovating to Lead. Collaborative Educational Program for the Americas Conference, San Antonio, TX, October 18-20. 2. Local/Regional • Turner, L. & Garcia, L. (2019). Exhibit of Student Artwork of Hurricane Harvey. • Turner, L. (2011). When Teachers are Left Behind: Advocating for Empowered Teaching and Learning. Collaborative Educational Program for the Americas Conference, Corpus Christi, TX, October 19-21. c. Data Instrument Development • Educational Philosophy Questionnaire with Randall Bowden (2013). 7. Service 1. Public Education • SBDM & DSBDM G-PISD (2018-2019). • AVID — G -P Junior High (2017). • District Improvement Committee -member, G-PISD, Portland, TX (2016). • Grand Central Station -FIT Committee -member, G-PISD, Portland, TX (2015). • Safety 1st Campaign -coordinator, G-PISD, Portland, TX (2009-2014). • Awards Ceremony -director, G-PISD, Portland, TX (2007-2015). • Calendar Committee -member, G-PISD, Portland, TX (2013-2015). • Campus Improvement Committee -member, G-PISD, Portland, TX (2009). 2. Foundations • The Coastal Bend College Relief Fund -Hurricane Harvey Victims 2. Community Laurie Turner, Ed.D-Vitae 6 • State Board of Educator Certification. Corpus Christi, TX. Member (2016- ) • Nueces County Historical Commission. Corpus Christi, TX. Member (2015- ) • Corpus Christi PRIDE Committee. Corpus Christi, TX. Vice President and sub- committee member for Community Outreach & Picky Pete -Anti -Littering Campaign. (2013-2016). • Relay for Life. Corpus Christi, TX. Volunteer. (2015). • Corpus Christi's "Leave It Better than You Found It". (2014-2015). • Flour Bluff ISD Education Foundation. Corpus Christi, TX. President. (2013-2015). • Earth Day Event. Corpus Christi, TX (2014). • Collaborative Educational Program for the Americas. Las Cruces, NM. Site -Base Coordinator & Executive board member. (2012-2015). • Court Appointed Special Advocate (CASA). Vancouver, WA. Volunteer (2000-2003). • Domestic Violence Roundtable Group. Vancouver, WA (1999-2003) • Youth Soccer Coordinator. Vancouver, WA. (1996-2002). 3. Professional Development • Walkthrough Training (March, 2019). • Budget Training (March, 2019). • Bullying Training (March, 2019). • Curriculum Training (March, 2019). • Emergency Operations Plan Development Workshop (January, 2019) • Teachers Law School (July, 2018). • Texas behavior Support Initiative (July, 2018). • Making Educators partners in Youth Suicide Prevention (July, 2018). • TX Dyslexia Academy: Dyslexia Foundations (July, 2018). • Youth Mental health First Aid of USA (July, 2018). • T-TESS (June, 2018). • Advance Education Leadership (AEL) (June, 2018). • ELPS for Administrators (June, 2018). • Inclusion Teaching Practices & the Law. (June. 2017). • AVID Certification. (July 2016). • Mental Health Disorders training. G-PISD. (January, 2015). • Open Meetings Act training. Corpus Christi, TX (April, 2014). • Differential Teaching: STAAR Approach. ESC- Region 2. (April 14, 2014). • Elections Judge training. Corpus Christi, TX (October, 2014). • Blood Pathogens. G-PISD. Portland, TX (August 28, 2014). • Sexual Harassment for Educators. ESC -Region 6. On-line. (August, 2014). • Child Abuse Awareness. ESC -Region 6. On-line. (August 2014). • Curriculum Planning. G-PISD. Portland, TX (August 11, 2014). • English Language Proficiency Standards: ELPS Academy. (February 9, 2013). • Professional Development and Appraisal System. Texas A&M University -Corpus Christi, TX 2013. (April 22, 2013). Laurie Turner, Ed.D-Vitae 7 • Instructional Leadership Development. Texas A&M University -Corpus Christi, TX. (June 19, 2012). • Child Development including Research on How Children Learn. ESC -Region 2. (August 17, 2012). • Visionary Leadership: An Ethical and Innovative Approach to Empowerment. San Antonio, TX. (October 20, 2012). • G/T Certification training: Differentiation & Performance Standards. ESC -Region 2. Corpus Christi, TX. (August 9, 2011). • Diversity and Special Needs of Student Populations. ESC -Region 2. (March 9, 2011). • Bullying and Cyberbullying. ESC -Region 2. Corpus Christi, TX (January 9, 2011). • Critical Legal and Research Issues for Educators in South Texas. CEDER Conference, Texas A&M University -Corpus Christi. (February 15, 2010). • Book Study -Teaching Gifted Kids in the Regular Classroom. (January 20, 2010). • Blogging and Podcasting for your Classroom. ESC -Region. (August 14, 2009). • Bully Prevention. ESC -Region 2. Corpus Christi, TX. (March 24, 2006). • Probation Department Presentation. Taft ISD. Taft, TX. (March 25, 2006). • Hints of Survival: Strategies in Teaching Children Ownership to their Behavior. ESC - Region 2. Corpus Christi, TX (April 28, 2005). • Sensitivity training. Taft ISD. Taft, TX. (August 9, 2005). • Building Good Citizens for Texas Character Education training. Taft ISD. Taft, TX. (August, 9, 2005). • Curriculum Planning. Taft ISD, Taft, TX (August 10, 2005). • Intel Teach to the Future. Taft ISD. Taft, TX (October -November, 2005). • ESL Strategies. Taft ISD. Taft, TX (December 20, 2005). • Co -Teach Strategies. Taft ISD. Taft, TX (December 21 & 22, 2005). • Development and Improvement Practices and Procedures of Family Courts. Association of Family and Conciliation Courts. Vancouver, WA. (June, 2004). • Medication Divorce Agreement. The Mediation Center. Eugene, OR. (April 30 -May 4, 2003). • STOP -Services, Training, Officers, Prosecutors. YWCA. Vancouver, WA. (June, 1998). • Addressing Domestic Violence during Pregnancy. Southwest Washington Health District. Vancouver, WA. (December 7 & 14, 1998). • Legal Investigation Certification. Royal Academy of Legal Investigations. Milwaukie, OR. (March 27, 1996). 4. Honors/Awards • Certificate of Recognition dedication to education, given by Cecelia Abbott. (2014). • Commitment to Excellence —An academic Achievement Award -Washington State University. (2003). • Heart Award -commitment to youth in foster care -CASA organization. (2001). 8. References Gloria Dornak, Asst. Principal Gregory -Portland ISD Middle School 361-777-4042 gdornak@g-pisd.org Virginia Lindsey Gregory -Portland ISD Middle School 361-777-4042 vlindsey@g-pisd.org Laurie Turner, Ed.D-Vitae 8 Gabe Alvarado, Principal Gregory -Portland ISD Middle School 361-777-4042 galvarado@g-pisd.org Rosemary Vaseliades, Asst. Principal Gregory -Portland ISD Middle School 361-777-4042 rvaseliades@g-pisd.org FLOOD HAZARD MITIGATION INFORMATION COMMITTEE *Five (5) vacancies, representing the following categories: 1 - Community's Floodplain Management Office, 1- Insurance Industry, 1 - Community's Public Information Office, and 2 - Regular Member. (This committee was created on 6-19-19 per Ordinance No. 031455. The ordinance did not specify the terms of service. Department staff is recommending that all members serve three-year terms ending 9-30-22. Duties The Flood Hazard Mitigation Information Committee is created to advise the mayor and city council on development and implementation of the Program for Public Information Plan and Flood Insurance Coverage Promotion Plan. Composition The Flood Hazard Mitigation Information Committee shall be comprised of at least five members appointed by City Council. At least three members must be from outside local government. The membership must include: (1) One or more representatives from the community's floodplain management office; (2) One or more representatives from the community's public information office; (3) One or more representative from the insurance industry. Three members of the Committee shall constitute a quorum. Name District Term Start date Appointing End date Authority Position Status Category *Vacant -- 10/1/2019 9/30/2022 City Council -- Regular Member *Vacant -- 10/1/2019 9/30/2022 City Council -- Regular Member *Vacant -- 10/1/2019 9/30/2022 City Council -- Insurance Industry *Vacant -- 10/1/2019 9/30/2022 City Council Staff - Community's Public Information Office *Vacant -- 10/1/2019 9/30/2022 City Council Staff - Community's Floodplain Management Office Ordinance amending the Corpus Christi Code to establish Flood Hazard Mitigation Information Committee WHEREAS, The City of Corpus Christi is part of the Community Rating Systems Program under the National Flood Insurance Program. The Community Rating Systems Program awards the community credits for doing activities that are above the minimum requirements. The credits determine the Class rating for the City which allows for discounts on flood insurance policies; WHEREAS, The Community Rating System strongly encourages locally designed plans to prevent and reduce flood loses; and WHEREAS, The Community Rating System awards credit for creating a committee and adopting the Program for Public Outreach and Flood Insurance Coverage Promotion plans. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Corpus Christi Code of Ordinances, Chapter 2 — Administration, Article IV. - Miscellaneous Boards, Commissions and Committees, is amended by adding Division 32. - Flood Hazard Mitigation Information Committee, Sections 2-303 to Section 2-305 to read as follows: Division 32. - Flood Hazard Mitigation Information Committee Sec. 2-303 Created; composition; appointment, terms of members; organization (a) The Flood Hazard Mitigation Information Committee is created to advise the mayor and city council on development and implementation of the Program for Public Information Plan and Flood Insurance Coverage Promotion Plan. (b) Membership. The Flood Hazard Mitigation Information Committee shall be comprised of at least five members appointed by City Council. At least three members must be from outside local government. The membership must include: (1) One or more representatives from the community's floodplain management office; (2) One or more representatives from the community's public information office; (3) One or more representative from the insurance industry. (c) Quorum. Three members of the Committee shall constitute a quorum. (d) Secretary of the Committee. The Floodplain Administrator or authorized representative shall act as secretary of the committee. The secretary shall make a detailed record of all committee proceedings which shall set forth the committee's 0;31455 reasons for a decision, each member's vote, any member's absence, and any failure of a member to vote. A record of all business conducted by the committee shall be maintained in the office of the floodplain management division. Sec. 2-304 Duties. (a) The Flood Hazard Mitigation Committee prepares and updates two plans, which are included below: Sec. 2-305 (1) The Program for Public Information Plan's duties are included, but not limited to: A. Assessing the community's needs for public information, formulate outreach messages, identify outreach projects and monitor and evaluate the program. B. The highest priority for Committee regarding the Program for Public Information Plan includes, but is not limited to: 1. Assessing the community's public information needs by priority areas. 2. Formulating messages needed for each priority audience to meet the desired outcome. 3. Identifying outreach projects to convey the messages. 4. Examining other public information activities for website or technical assistance. 5. Preparing the Program for Public information document for governing body adoption. 6. Reevaluating the Program at least once annually. (2) The Flood Insurance Coverage but not limited to: A. Assessing the community's identifying the current levels improved. Promotion Plan's duties are included, needs for flood insurance based on of coverage and where it needs to be B. The highest priority for the Committee with regards to the Flood Insurance Coverage Promotion Plan includes, but is not limited to: 1. Conducting a flood insurance assessment. 2. Collecting flood insurance information. 3. Determining the level of flood insurance coverage. 4. Preparing the plan. 5. Reevaluating the Plan at least once annually. Frequency of meetings. The Committee shall meet at least twice a year. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word of 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 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 4. This ordinance takes effect after official publication. That the foregoing ordinance was read for the first time and passed to its second , 2018, by the following vote: reading on this the 12 day of Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Everett Roy Lucy Rubio Greg Smith That the foregoing ordina ce was read for the second time and passed finally on this the (qday of , 2018, by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Everett Roy Lucy Rubio Greg Smith PASSED AND APPROVED on this the day of ATTEST: Re.ecca Huerta City Secretary EFFECTIVE DATE CeI;ZS(Jb , 2018. 031455 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: Legistar Number: 18-0536 June 19, 2018 Agenda Item: Ordinance amending the Corpus Christi Code to establish Flood Hazard Mitigation Information Committee. Amount Required: (Amount to be Certified) $ 6.000.00 Fund Name Accounting Unit Account No. Activity No. Amount Development Services 4670-11300-281 530000 $6,000.00 Total $6,000.00 El Certification Not Required Director of Financial Services Date: JUN 1 2 2018 FLOOD HAZARD MITIGATION INFORMATION COMMITTEE Applicants Name District Category Shelia L Downs District 4 Regular Member, and Insurance Industry Mark Silva District 5 Regular Member, and Insurance Industry Karlton Williams District 4 Regular Member, and Insurance Industry Yvette Dodd Staff Community's Floodplain Management Office Tracey Cantu Staff Community's Public Information Office CITY OF CORPUS CHRISTI Submit Date: Jul 29, 2019 Application for a City Board, Commission, Committee or Corporation Profile Shelia L Downs First Name insurance@staradvanins.com Middle Initial Last Name Email Address 15201 S Padre Island Dr #140 Street Address Corpus Christi City What district do you live in? * TX State 78418 Postal Code 17 District 4 Current resident of the city? Yes r No If yes, how many years? 53 Business: (361) 949-0333 Primary Phone Mobile: (361) 331-0618 Alternate Phone Star Advantage Insurance AgencyPresident/Owner Employer Job Title Work Address - Street Address and Suite Number 15201 S Padre Island Dr #140 Work Address - City Corpus Christi Work Address - State TX Work Address - Zip Code 78418 Shelia L Downs Pane 1 of 5 Work Phone 361-949-0333 Work E-mail address insurance@staradvanins.com Preferred Mailing Address 17 Work Address Which Boards would you like to apply for? FLOOD HAZARD MITIGATION INFORMATION COMMITTEE: Submitted Interests & Experiences Are you a registered voter? Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: none Why are you interested in serving on a City board, commission or committee? Interested in assisting the City with Flood issues Upload a Resume Are you an ex -Officio member of a City Board, commission or committee? rYes c' No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Demographics Gender 17 Female Shelia L Downs Pane 2 of 5 Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. none Board -specific questions (if applicable) Shelia L Downs Pane 3 of 5 Question applies to FLOOD HAZARD MITIGATION INFORMATION COMMITTEE The Flood Hazard Mitigation Information Committee must include a representative from certain categories. Do you qualify for any of the following?* rJ Insurance Industry Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Shelia L Downs Pane 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which 1 seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Shelia L Downs Pane 5 of 5 Shelia Downs 152015 Padre Island Dr #140 Corpus Christi TX 78418 Home: 361-949-0333 insurance@staradvanins.com Summary Experienced Insurance Agent with over 27 years of experience in the insurance industry. Excellent reputation for knowledge of insurance products including Flood. Skills • Relationship development • Sales expertise • Active Property and Casualty Insurance License with the Texas Department of Insurance • Building strong relationships • In-depth knowledge of markets and relationships Experience Star Advantage Insurance Agency September 2005 to Current President/Owner Corpus Christi, TX • Protected company reputation and built loyal client base by working relentlessly to resolve problems and improve customer satisfaction • Delivered an exceptional level of service to each customer by listening to concerns and answering questions • Hired and supervised all employees • Drove business success by maintaining and applying knowledge on products sold Brooke Insurance Agency March 2003 to September 2005 Insurance Agent Corpus Christi, TX • Skillfully and patiently explained coverage options to potential policyholders, answering any questions or concerns • Reviewed coverage plans and strategic initiatives, determining how best to align new offerings with business goals • Received underwriting approvals after accurately completing applications for insurance coverage • Reviewed insurance inquiries, working effectively to accommodate various requests to build the agency's reputation as a service provider • Increased company profits by exceeding individual daily goals Allstate Insurance September 2005 to March 2003 Insurance Producer Corpus Christi, TX • Wrote policies, finalized documents and filed paperwork • Offered information about policy and coverage details • Explained features, advantages and disadvantages of various policies to promote sale of insurance plans • Consulted with customers to assess needs and match products • Upheld all compliance standards for insurance sales • Engaged customers and provided high level of service by carefully explaining details about documents • Skillfully and patiently explained coverage options to potential policyholders, answering any questions or concerns Education Flour Bluff High School High School Diploma Corpus Christi, TX Del Mar College Banking and Finance Support Services Corpus Christi, TX CITY OF CORPUS CHRISTI Submit Date: Jul 31, 2019 Application for a City Board, Commission, Committee or Corporation Profile Mark Silva First Name Last Name mark@marksilvainsurance.com Email Address 5515 Saratoga Street Address Corpus Christi City What district do you live in? * Suite A Suite or Apt TX State 78413 Postal Code 17, District 5 Current resident of the city? Yes r No If yes, how many years? 12 Home: (361) 947-8600 Primary Phone Self Employer Business: (361) 992-3341 Alternate Phone State Farm Insurance Agent Job Title Work Address - Street Address and Suite Number 5515 Saratoga, Suite A Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78413 Mark Silva Pane 1 of 5 Work Phone 361-992-3341 Work E-mail address mark@marksilvainsurance.com Preferred Mailing Address P Work Address Which Boards would you like to apply for? FLOOD HAZARD MITIGATION INFORMATION COMMITTEE: Submitted Interests & Experiences Are you a registered voter? c Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Insurance Professional If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Flood Hazzard Mitigation Committee Why are you interested in serving on a City board, commission or committee? My office is in contact with the City Flood Management team often. I am always looking for new ways to keep our community safe and protected from the unexpected. Are you an ex -Officio member of a City Board, commission or committee? r Yes r No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? rYes r No Mark Silva Pane 2 of 5 Demographics Gender 17 Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Mark Silva Pane 3 of 5 Question applies to FLOOD HAZARD MITIGATION INFORMATION COMMITTEE The Flood Hazard Mitigation Information Committee must include a representative from certain categories. Do you qualify for any of the following?* 17 Insurance Industry Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Mark Silva Pane 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. 1 understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 1J I Agree Mark Silva Pane 5 of 5 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jul 29, 2019 Profile Karlton First Name Email Address 7201 Sparkle Sea Dr. Street Address Corpus Christi Williams Last Name City What district do you live in? * District 4 Current resident of the city? Apt. 4 Suite or Apt TX State 78412 Postal Code Yes r No Mobile: (512) 368-0888 Business: (361) 991-1683 Primary Phone Alternate Phone Farmers Insurance Insurance Agent Employer Job Title Work Address - Street Address and Suite Number 5110 holly Rd. Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78411 Work Phone 361-991-1683 Kenton Williams Pane 1 of 5 Work E-mail address Commercial@bernseninsurance.com Which Boards would you like to apply for? FLOOD HAZARD MITIGATION INFORMATION COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r Yes C No Do you currently serve on any other City board, commission or committee at this time? If so, please list: no Education, Professional and/or Community Activity (Present) Associates in General Insurance from Insurance Institute of America Why are you interested in serving on a City board, commission or committee? service to the community Are you an ex -Officio member of a City Board, commission or committee? r Yes r: No Demographics Gender l Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes 0' No Kenton Williams Pane 2 of S Does your employer or your spouse's employer have a City contract? ✓ Yes No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. n/a Board -specific questions (if applicable) Karlton Williams Pane 3 of S Question applies to FLOOD HAZARD MITIGATION INFORMATION COMMITTEE The Flood Hazard Mitigation Information Committee must include a representative from certain categories. Do you qualify for any of the following? * 17 Insurance Industry Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Karlton Williams Pane 4 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. fJ I Agree Karlton Williams Pane 5 of 5 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting September 6, 2019 Second Reading Ordinance for the City Council Meeting September 17, 2019 DATE: August 15, 2019 TO: Peter Zanoni, City Manager FROM: Nina Nixon -Mendez, FAICP, Director Development Services Department NinaM(cctexas.com (361) 826-3276 Rezoning a property at or near Northwest Blvd & CR 69 CAPTION: Case No. 0719-05, Mostaghasi Investment Trust (District 1). Ordinance rezoning property at or near Northwest Boulevard & County Road 69 from the "RS -6" Single -Family 6 District to the "CN - 2" Neighborhood Commercial District. SUMMARY: The purpose of the zoning request is to allow for the construction of a neighborhood business center. BACKGROUND AND FINDINGS: The subject property is 6.348 acres in size. The subject property is currently zoned "RS -6" Single - Family 6 District since 2008, consists of vacant land, and has remained undeveloped since annexation in 1974. The existing "RS -6" Single Family 6 District allows up to 7 lots per acre. Permitted uses in the proposed "CN -2" Neighborhood Commercial District include Retail, Office, Community Service Uses, Government Facility Uses, Golf Course, and Apartment uses up to 15 dwelling units per acre. Bars/Nightclubs are not allowed in the "CN -2" Neighborhood Commercial 2 District. Conformity to City Policy The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for low density residential uses. The proposed rezoning to the "CN -2" Neighborhood Commercial District is generally consistent with the adopted Comprehensive Plan (Plan CC), however it warrants an amendment to the Future Land Use Map to Commercial Use. Public Input Process Number of Notices Mailed 9 within 200 -foot notification area 1 outside notification area As of August 27, 2019: In Favor 0 inside notification area 0 outside notification area In Opposition 2 inside notification area 0 outside notification area Totaling 19.55% of the land within the 200 -foot notification area in opposition. Commission Recommendation Planning Commission recommended approval the change of zoning from the "RS -6" Single - Family 6 District to the "CN -2" Neighborhood Commercial District on July 24, 2019. ALTERNATIVES: 1. Denial of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District. 2. Approval of another zoning district within the range of the request ("ON -1"). FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Staff recommends approval of the zoning request. Planning Commission recommended approval of the change of zoning from "RS -6" Single - Family 6 District to the "CN -2" Neighborhood Commercial District with following vote count. Vote Count: For: 5 Opposed: 0 Absent: 3 Abstained: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0719-05, Mostaghasi Investment Trust: Ordinance rezoning property at or near Northwest Blvd & CR 69 from the "RS -6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Mostaghasi Investment Trust. ("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, a public hearing was held on Wednesday, July 24, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District. and on Friday, September 6, 2019, 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 Mostaghasi Investment Trust. ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City") is amended by changing the zoning on the property described as 6.348 acres out of 8.905 acre -tract of land a portion of Annex No. 1 to the Nueces River Irrigation park, as shown in Exhibits "A" and "B", from the "RS - 6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District The property is located at or near northwest corner of intersection of Northwest Boulevard (Farm -to -Market Road 624) and County Road 69 (Hazel Bazemore Road), and north of Northwest Blvd (Zoning Map No. 067051), as shown in Exhibits "A" and "B". Exhibit A 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. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 4 Exhibit A Juan Perales, Jr., P.E., dba J. Perales Civil Engineering and Planning Services T.B.P.E. Firm # F-14207 METES AND BOUNDS AREA PROPOSED FOR RE -ZONING FROM RS -6 TO CN -2 NW CORNER F.M. 624 (NORTHWEST BOULEVARD) AT CR 69 (HAZEL BAZEMORE ROAD) Description of a 6.348 acre tract of land out of the 8.905 acre tract of land described by deed recorded at Document No. 2008002834. 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 on the north right of way line of Farm to Market Road 624 (Northwest Boulevard), at the southeast corner of Lot 5, Blockl, Nueces River Irrigation Park Annex No. 1, a map of which is recorded in Volume 47, Page 116, Map Records of Nueces County, Texas; THENCE N 09° 57' 00" E a distance of 300.00 feet to a point in the easterly boundary line of Lot 4, Block 1, Nueces River Irrigation Park Annex No. 1, and the POINT OF BEGINNING; THENCE N 09° 57' 00" E a distance of 713.32 feet to the northeast corner of Lot4, Block 1, Nueces River Irrigation Park Annex No. 1, said point also being the northwest corner of this 6.348 acre tract; THENCE S 84° 25' 23" E a distance of 388.78 feet to a point in the westerly right-of-way line of County Road 69 (Hazel Bazemore Road), said point also being the northeast corner of this 6.348 acre tract; THENCE S 09° 57' 00" W along the westerly right-of-way line of County Road 69 (Hazel Bazemore Road) a distance of 713.32 feet to the southeast corner of this tract, THENCE N 84° 25' 23" W a distance of 388.78 feet to the southwest corner of this tract and the POINT OF BEGINNING, for an area of 6.348 acres. more or less. \iu6k 744\1 Juan Perales, Jr., P.E. J. Perales Civil Engineering and Planning Services P. 0. Box 260547 Corpus Christi,Texas 78426 Phone, (361) 728-7188 Email', jperales@jperalesengineering.com Page 3 of 4 Exhibit B EXHIBIT "B" 584'25'23'E 388 78' N84.25'23 388.76' 1" = 200' 2.557 Acres. - NORTHWEST BLVD ( leo' R.O.W SURVEY OE: ,,,,,�z ,I A 6.348 acre tract of land out of the 8.005 acre ��(- OF TFf..h tract of land described by DEED recoreded at ..Q,' '•:.q 11f . �. document number 2008002834, of the Official a et n, Public Records of Nueces County, Texas. ;*/ ��NVV1 �r. 5 JJAN PERALES, JR. �� %-�', � 66652 "��'% Ai � L �1� ,-:•.FG1ST '�4.. JUAN PERALES, L/ 1f�` AL�G REGISTERED PROFESSIONAL ENGINEER 02/17r;// LICENSE No. 66652 J. Perales Civil Engineering and Planning Services TBPE FIRM No. F-14207 JPERALESeJPERALESENGINEENING.COM P.O. BOX 260547 Corpus Christi, Texas 78426 Tel: (361) 728-7188 Completion Date: 06/12/2019 Checked by: JP Scale: 1" = 400' File Name: Drawn by: RT Surveyed hy: Page 4 of 4 2a Vco) e Date Created: 7/5/2019 Prepared By: JeremyM Department of Development Services STAFF REPORT Case No. 0719-05 INFOR No. 19ZN1015 Planning Commission Hearing Date: July 24, 2019 Applicant & Legal Description Owner: Mostaghasi Investment Trust Applicant: Mostaghasi Investment Trust Location Address: Northwest Blvd & CR 69 Legal Description: CR 69 and Northwest Blvd and described as 6.348 acres out of 8.905 acre -tract of land a portion of Annex No. 1 to the Nueces River Irrigation park, a map of which is recorded in Volume "A", Page 55, Map Records, Nueces County, Texas. The property is located at the northwest corner of intersection of Northwest Boulevard (Farm -to - Market Highway 624) and County Road 69 (Hazel Bazemore Road), and north of Northwest Blvd. Zoning Request From: "RS -6" Single -Family 6 District To: "CN -2" Neighborhood Commercial District Area: 6.348 acres Purpose of Request: To allow for the development of a neighborhood business use. 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 N/A -County Low Density Residential N/A -County South "CN -2" Neighborhood Commercial Vacant Commercial East "RS -6" Single -Family 6 Public Mixed Uses West "CG -2" General Commercial Commercial Commercial ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for low density residential uses. The proposed rezoning to the "CN -2" Neighborhood Commercial District is generally consistent with the adopted Comprehensive Plan (Plan CC), however it warrants an amendment to the Future Land Use Map. Map No.: 067051 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 713 feet of street frontage along CR 69 which is designated as a "C-1" Minor Residential Collector Street and connects Northwest Blvd to the south which is designated as a "A3" Primary Arterial. According to the Urban Transportation Plan, "01" Minor Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT). Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Northwest130' Blvd A3 Primary Arterial ROW 79' paved 160' ROW 100' paved N/A CR69 "01" Minor Residential Collector 60' ROW 40' paved 55' ROW 24' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District. Development Plan: The subject property is 6.348 acres in size. The owner is proposing a commercial use property to plat into 4 lots and develop it for neighborhood business use. Existing Land Uses & Zoning: The subject property is currently zoned "RS -6" Single - Family 6 District since 2008, consists of vacant land, and has remained undeveloped since annexation in 1974. To the north are properties in the County consisting of single family homes with low density residential properties and vacant lots with no zoning district. To the south is a vacant lot zoned "CN -2" Neighborhood Commercial District. To the east is Calallen West ISD -Intermediate School under construction zoned "RS -6" Single Family 6 Residential District. To the west are commercial properties consisting of automotive shops and storage facilities. These properties are zoned CG -2 General Commercial District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water: 12 -inch C900 line located along Northwest Blvd. Wastewater: 16 -inch PVC line located along Northwest Blvd. Gas: 6 -inch Service Line located along Northwest Blvd. Storm Water: Inlets along Northwest Blvd with a 24 -inch Line. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for low density Staff Report Page 3 residential uses. The proposed rezoning to the "CN -2" Neighborhood Commercial District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map to Commercial. The following policies should be considered: • Support programs to encourage infill development and rehabilitate housing stock in established neighborhoods (Housing and Neighborhoods Policy Statement 7). • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote compact and walkable mixed-use urban villages that concentrate retail and services within walking distance of neighborhood residences and where they could support improved public transportation service, such as expected major bus stations and future stops for bus rapid transit, creating "transit -ready" locations (Future Land Use, Zoning, and Urban Design Policy Statement 2). Department Comments: • The proposed rezoning is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. • The proposed rezoning is compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. • Existing commercial properties to the west are zoned "CG -2" General Commercial District and the vacant lot to the south is zoned "CN -2" Neighborhood Commercial District. • The subject property is part of the existing vacant tract to the south lot zoned "CN -2" Neighborhood Commercial District located northwest corner of the intersection between Northwest Blvd and CR 69. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District. Public Notification Number of Notices Mailed — 9 within 200 -foot notification area 1 outside notification area As of April 26, 2019: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 2 inside notification area — 0 outside notification area Totaling 19.55% of the land within the 200 -foot notification area in opposition. Staff Report Page 4 Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\0719-05 Mostagashi Investment Trust\PC Documents\Staff Report_0719-05 Mostagashi Investment Trust.docx su$JEcr r --t (l / PROPERTY NORTHWEST --BL LOCATION MAP City of Corpus Christi rr Staff Report Page 5 CASE: 0719-05 ZONING & NOTICE AREA RM -1 Multifamily 1 RM -2 Multifamily RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit De, Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 R54.5 Single -Family 4.6 RS -TF Two-Famlty RS -15 Single-Famlty 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufaelured HOtne Subject Property O Owners win 200! Buser favor 4 owners twehin 200' 0sted anowners e5ached ownership table X in apposition Staff Report Page 6 Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades, que tienen la intenci8n de asistir a esta junta y que requieren servicios especiales, se les suplica que den aviso 48 horas antes de la junta flamando al departamento de servicros de desarrollo al Humero (361 ) 826-3240. If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea dirigirse ala commission durante la junta v su inglds es limitado, favor de ilamar al departamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 paras antes de fa junta para solicitar un int&rprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC NEARING NOTICE Rezoning Case No. 0719-05 Mostaghashi Investment Trust has petitioned the City of Corpus Christi to consider a change of zoning from the "CN -2" Neighborhood Commercial District and the "RS -6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District resulting in a change to the Future Land Use Map. The property to be rezoned is described as: CR 69 and Northwest Blvd and described as 6.348 acre out of 8.905 acre -tract of land a portion of Annex No. 1 to the Nueces River Irrigation park, a map of which is recorded in Volume "A", Page 55, Map Records, Nueces County, Texas. The property is located at the northwest corner of intersection of Northwest Boulevard (Farm -to -Market Highway 624) and County Road 69 (Hazel Bazemore Road), and north of Northwest Blvd. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be herd on Wednesday, July 24, 2019 during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD, THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in person, by telephone carl or by letter. Printed Name: J 4NtCS tr L 6640. - Address 9 i3)(260X13 ( ) IN FAVOR (}(} IN OPPQSfTrON REASON: R6410.046 srlv6_1/141/11 /A, SEE MAP ON REVERSE SIDE INFOR Case No.: 19ZN1015 Property Owner ID: 4 City/State: 67111Pu 5 477-1571,77( 76 - Phone: 3U-242-187 ( 0643 7RAIOA3 C 40,0 5EvVM.6 1gnatur Case No 0719-05 Project Manager: Osei Ama-Mensah Email OseiM@cctexas.com Staff Report Page 7 Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades, que tienen la intencian de asistir a este junta y que requieren servicios especiales, se les suplica que den aviso 48 horas antes de la junta Ifamando al departamento de servicios de desarra!lo, al numera (361) 826-3240. If you wish to address the Commission during the meeting and your English is limited, please cal! the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea dirigirse a la commission durance Ia junta v su ingles es limitado favor de Ilamar al departamento de servicios de desarrollo al ntimera1361) 826-3240 al menos 48 hares antes de !a iunta para solicitar un interprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC NEARING NOTICE Rezoning Case No. 0719.05 Mostaghashi Investment Trust has petitioned the City of Corpus Christi to consider a change of zoning from the "CN -2" Neighborhood Commercial District and the "R5-6" Single -Family 6 District to the "CN -2" Neighborhood Commercial District resulting in a change to the Future Land Use Map. The property 10 be rezoned is described as CR 69 and Northwest Blvd and described as 6.348 acre out of 8.905 acre -tract of land a portion of Annex No. 1 to the Nueces River Irrigation park, a map of which is recorded in Volume "A", Page 55, Map Records, Nueces County, Texas. The property is located at the northwest corner of intersection of Northwest Boulevard (Farm -to -Market Highway 624) and County Road 69 (Hazel Bazemore Road), and north of Northwest Blvd. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, July 24, 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3244. TO BE ON RECORD. THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAILED IN !TS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT. P. 0 BOX 9277, CORPUS CHRIST!, TEXAS 78469- 9277. ANY INFORMATfON PROVIDED BELOW BECOMES PUBLIC RECORD NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in person, by telephone call or by letter. Printed NamlIeGG:�� ��zz 1� 1 c [�,� Address: l `[illi }"All G0 {lv( I ( laity/State• TK ( ) iN FAVOR V) IN OPPOSITION Phone: 14i i REASON: U 1�Q�F t' t. tAt }Pas k qq V%Atti 19 Al rki Ud,"[ signature r ,1 SEE MAP ON REVERSE SIDE Case No 0719-05 INFOR Case No.: 19ZN1015 Project Manager: Osei Amo-Mensah Property Owner ID. 3 Email: OseiM@cctexas.com Zoning Case #0719-05 Mostagashi Investment Trust Rezoning for a Property at Northwest Blvd & CR 69 From "RS -6" to "CN -2" City Council Presentation September 6, 2019 Aerial Overview Aerial Overview (c)Op r etMa d contributors," Creabv Comrro'ns.Share Allke Licens.5(GG-SY-SA) - N 2 Subject Property at Northwest Blvd & CR 69 SUBJECT? ,.e... PROPERTY N At 3 200£3 Cha-VSP 20o7 al Zoning Pattern CRM VV��7�% 200? ©©o LS00u 20ou SUBJECT a PROPERTY U CZ MOO QST Planning Commission and Staff Recommendation Approval of the "CN -2" Neighborhood Commercial District Public Notification 9 Notices mailed inside 200' buffer 1 Notices mailed outside 200' buffer Notification Area Opposed: (19.55%) In Favor:(0%) SUBJECT PROPERTY Dais csais. 7.:m107, oraoam��'.seil_ UDC Requirements SUBJECT PROPERTY Buffer Yards: None Setbacks: CN -2: Street: 20'; Side/Rear: 10' Parking: 1:250 sq. ft. GFA (Retail) Landscaping, Screening, and Lighting Standards. Uses Allowed: Retail, Offices, and Restaurants Calallen West Elementary Traffic Circulation oou nV Road o • �1 Mi 4 1 II cl \ ,-14 :'EW 6761 ` PAM: �KqL �/ ,.BNe - ..MA- EX 61m _ _ 1�..Y Oa 1071 1 .\wry--/-,f:rry.- ___ - MSW w --w i 1 T -' " SANITARY SEWS LINE A • E,tr - ■ to t 19.35 Acres OM 14 kJ. C-11AL Nq MT ZUNIS H' GM Y+L4. ..11WM M'T4L I.P.E. r.wu �.,.T E - •TE y4 -*NE' nc c -EM r7awV �3�w1 �ii�ra; 8 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting August 27, 2019 Second Reading Ordinance for the City Council Meeting September 17, 2019 DATE: July 5, 2019 TO: Peter Zanoni, City Manager FROM: Nina Nixon -Mendez, Director, Development Services NinaM@cctexas.com (361) 826 - 3276 Agreement and appropriating funds for Mrs. Esther Ybarra for the construction of a Water Distribution Main Line Extension and Reimbursement Agreement CAPTION: Ordinance authorizing a Water Distribution Main Line Extension Construction and Reimbursement Agreement with Esther Ybarra to extend a line to a planned residential property located at 7541 Weber Road for a term not to exceed 12 months; appropriating $101,950.24 from the Water Distribution Main Trust Fund to reimburse developer. (District 3) SUMMARY: The Ordinance authorizes a contract with Mrs. Esther Ybarra to construct 200 linear feet of an 8 - inch water distribution main line extension in the amount of $101,950.24 for a term not to exceed 12 months from the execution of the agreement. The water line is required to provide fire protection and water service to a planned residential property located at 7541 Weber Road and provide for future development of properties on the northside Weber Road by extending water and fire protection capability to those properties. The property is 9.04 acres and is zoned "FR". BACKGROUND AND FINDINGS: Mrs. Esther Ybarra plans to install 200 linear feet of an 8 -inch water distribution main line within city limits to service her property located at 7541 Weber Road to serve a planned residential home that will be constructed on the property. The Unified Development Code requires connection if the property is within one mile of water services. Mrs. Ybarra's property has a water well on it, but Utilities Department determined that the existing water well does not supply enough water pressure for fire protection and the installation of a water line was required. The new water distribution main line is required to provide adequate fire protection to the planned residential property. The new water distribution main line will connect to an existing 16 -inch water distribution main line that runs along the south side of Weber Road. The new distribution line will be located near the 7500 block of Weber Road, east of the Oso Creek and west of Yorktown Boulevard. The new distribution line will be routed under Weber Road and will provide fire protection and water service to properties on the north side of Weber Road. The water distribution main line extension has been deemed acceptable by Utilities Department in order to provide water and fire protection service to properties on the north side of Weber Road. The installation of the t -head will enable the future extension of a water line along the north side of Weber Road which would serve two undeveloped properties totaling 133 acres. This would be a cost effective and efficient way to provide future water service, helping to incentivize the development of said property. The developer has requested a reimbursement agreement in accordance with UDC Section 8.5.1.C.2. Water Distribution Main Line Extensions. Distribution mains are mains of 12 inches inside diameter, or smaller, connected to the supply mains that provide fire protection and domestic service. The Distribution Main Trust Fund is used to reimburse developers for constructing distribution mains and oversizing distribution mains off-site. This project is consistent with Utilities Department water distribution and fire suppression standards for the residential property and will support the future development of the property to the east of the Ybarra property along the north side of Weber Road. City Council gave direction to staff at the August 13, 2019 meeting to reexamine the trust funds and to provide recommendations on policies that govern the priority, order, reimbursement rate and fees charged by the trust funds. City Council directed staff return within 75 days and present their recommendations. ALTERNATIVES: Based upon the current UDC language in section 8.5.1 Water Trust Fund the developer requested reimbursement for the installation of the water distribution line that will serve the planned residential property. If the request were to be denied and the developer had to assume the costs associated with the installation of the water line to serve the property, the project may become cost prohibitive. The construction of the new home maybe delayed until a distribution line that is suitable for fire suppression standards is extended on the north side of Weber Road. FISCAL IMPACT: The Water Distribution Main Trust Fund has a balance of $608.273.64. Approval of this reimbursement agreement will leave the water distribution main trust fund with an available balance of $506,323.40. The expenditure for this project is a one-time cost and is not associated with any other projects. The water distribution main trust fund receives monthly deposits generated from prorata and surcharge fees charged during the platting process. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: 4030 Water Distribution Main Trust Fund 21806 Water Distribution Main Trust 777 N/A 540450 Reimbursement to Developers Staff recommends approval of the Water Distribution Main Line Extension Construction and Reimbursement Agreement with Mrs. Esther Ybarra for the installation of an 8 -inch water distribution main line to provide water and fire protection service to the planned residential property named Ybarra Terrace Lot 1. LIST OF SUPPORTING DOCUMENTS: Ordinance with exhibit Presentation Location Map Ybarra Terrace, Lot 1 7541 Weber Rd Council District #3 Ordinance authorizing a Water Distribution Main Line Extension Construction and Reimbursement Agreement with Esther Ybarra to extend a line to a planned residential property located at 7541 Weber Road for a term not to exceed 12 months; appropriating $101,950.24 from the Water Distribution Main Trust Fund to reimburse developer. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute a Water Distribution Main Line Extension Construction and Reimbursement Agreement ("Agreement") attached hereto, with Mrs. Esther Ybarra, for the construction and installation of 200 linear feet of an 8 -inch water distribution main line, for the development of the platted property know as Ybarra Terrace, Lot 1, Corpus Christi, Texas. SECTION 2. Funding in the amount of $101,950.24 is appropriated from the No. 4030-330937 Water Distribution Main Trust Fund to reimburse the Developer for the construction of 200 linear feet of an 8 -inch water distribution main line, and construction improvements in accordance with the agreement. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DISTRIBUTION MAIN EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT STATE OF TEXAS COUNTY OF NUECES § This Water Distribution Main Extension Construction and Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home -rule municipality, and Mrs. Esther Ybarra. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on May 15, 2019 to develop a tract of land, to wit: approximately 9.04 acres known as Ybarra Terrace Lot 1, Corpus Christi Texas as shown in the attached Exhibit 1, the content of such exhibit being incorporated by reference into this Agreement; WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the distribution main extension ("Distribution Main Extension"); WHEREAS, it is to the best interest of the City that the Distribution Main Extension be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.1.C.2. of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when certain funds become fully available in the Distributions Main Trust Fund and are appropriated by the City Council; and WHEREAS, the Developer/Owner has submitted an application for reimbursement of the costs for installing the Distribution Main Extension, as shown in Exhibit 2, the content of such exhibit being incorporated by reference into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do covenant and agree as follows: 1. TRUSTEE LIABILITY. The City is executing this agreement as trustee of the Water Trust Fund pursuant to UDC §8.5. The City is acting as trustee to further its governmental functions of providing water and sewer service. Texas Constitution Article 11, Section 3 prohibits the City from becoming a subscriber to the capital of any private corporation or association, or make any appropriation or donation to the same, or in anywise loan its credit. As such, the City's participation as Trustee does not create a loan of its credit. Execution of this agreement constitutes a promise to pay only to the extent that the assets and future assets of the trust are sufficient for such purpose and it is expressly agreed that any judgment will only be satisfied out of the assets of the trust and not out of the City's assets. The City is excluded from personal liability. 2. REQUIRED CONSTRUCTION. Developer/Owner shall construct the Distribution Main Extension in compliance with the City's UDC, the City's Infrastructure Design Manual, and all local, state and federal laws, codes and regulations, in accordance with the plans and specifications submitted to the City's Development Services Department and reviewed and approved by the City's Development Services Engineer. 3. PLANS AND SPECIFICATIONS. a. Developer/Owner shall contract with a professional engineer registered and licensed in the State of Texas, acceptable to the City's Development Services Engineer, to prepare and seal plans and specifications for the Distribution Main Extension, as shown in the attached Exhibit 3, the content of such exhibit being incorporated by reference into this Agreement, with the following minimum requirements: 1. 16 -inch HDD, 200 liner feet 2. 16 -inch diameter steel casing, 200 liner feet 3. 8 -inch Fusible PVC water distribution line, 200 liner feet 4. 8 -inch diameter Cross, one (1) each 5. 8 -inch stub-outs/plugs, three (3) total 6. Fire hydrant, one (1) each 7. Labor for 10 days 8. Hot Tap (LS) 9. Vacuum Trailer (LS) 10. Mobilize (LS) b. The plan must be in compliance with the City's master plans. c. The plans and specifications must comply with the City's Water Distribution Standards Detail Sheets and Standard Specifications. d. Before the Developer/Owner starts construction, the plans and specifications must be approved by the City's Development Services Engineer. 4. SITE IMPROVEMENTS. Prior to the start of construction of the Distribution Main Extension, the Developer/Owner shall acquire and dedicate to the City the required additional public utility easements ("Easements"), if any, necessary for the completion of the Distribution Main Extension. If any of the property needed for the Easements is owned by a third party and Developer/Owner is unable to acquire the Easements through reasonable efforts, then the City may use its powers of eminent domain to acquire the Easements. Developer will be responsible for cost of acquisition, payable from the reimbursement agreed to in this agreement. 5. PLATTING FEES. Developer/Owner shall pay to the City the required acreage fees and pro - rata fees as required by the UDC. 6. DEVELOPER/OWNER TO AWARD CONTRACT FOR IMPROVEMENTS. Developer/Owner shall award a contract and complete the Distribution Main Extension, under the approved plans and specifications, by August 30, 2020. 7. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Paae2of10 8. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties and obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 9. DEFAULT. The following events shall constitute default: a. Developer/Owner fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services and to the Development Services Engineer by the 40th calendar day after the date of approval of this Agreement by the City Council. c. Developer/Owner fails to award a contract for the construction of the Distribution Main Extension, according to the approved plans and specifications, by the 70th calendar day after the date of approval of this Agreement by the City Council. d. Developer/Owner's contractor does not reasonably pursue construction of the Distribution Main Extension under the approved plans and specifications. e. Developer/Owner's contractor fails to complete construction of the Distribution Main Extension, under the approved plans and specifications, on or before August 30, 2020. f. Either the City or the Developer/Owner otherwise fails to comply with its duties or obligations under this Agreement. 10. NOTICE AND CURE. a. In the event of a default by either party under this Agreement, the non -defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in sufficient detail, the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ("Cure Period") to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non -defaulting party may pursue its remedies in this section. d. Should the Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to the Developer/Owner, at the address stated in section 11, of the need to perform the obligation or duty and, should the Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to the Developer/Owner by reducing the reimbursement amount due to the Developer/Owner. e. In the event of an uncured default by the Developer/Owner, after the appropriate notice and Cure Period, the City has all its common law remedies and the City may: Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Paae 3 of 10 1. Terminate this Agreement after the required notice and opportunity to cure the default; 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project; and/or 3. Perform any obligation or duty of the Developer/Owner under this Agreement and charge the cost of such performance to the Developer/Owner. The Developer/Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Developer/Owner receives notice of the cost of performance. In the event the Developer/Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and Cure Period, the Developer/Owner has all its remedies at law or in equity for such default. 11. FORCE MAJEURE. a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten (10) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 12. NOTICES. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: 1. If to the Developer/Owner: Mrs. Ester Ybarra 5873 Hall Avenue Corpus Christi Texas, 78408 2. If to the City: City of Corpus Christi Attn: Director, Development Services Department Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Pane 4of10 2406 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 b. Notice must be made by United States Postal Service, First Class mail, certified, return receipt requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change the address for notices by giving notice of the change under the provisions of this section. 13. THIRD -PARTY BENEFICIARY. Developer/Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Distribution Main Extension, contracts for testing services, and contracts with the contractor for the construction of the Distribution Main Extension must provide that the City is a third -party beneficiary of each contract. 14. PERFORMANCE AND PAYMENT BONDS. Developer/Owner shall, before beginning the work that is the subject of this Agreement, furnish a performance bond if the contract is in excess of $100,000 and a payment bond if the contract is in excess of $50,000. Bonds furnished must meet the requirements of Texas Insurance Code 3503, Texas Government Code 2253, and all other applicable laws and regulations. The performance or payment bond must name the City as an obligee. The bond must clearly and prominently display on the bond or on an attachment to the bond: (1) the name, mailing address, physical address, and telephone number, including the area code, of the surety company to which any notice of claim should be sent; or (2) the toll-free telephone number maintained by the Texas Department of Insurance under Subchapter B, Chapter 521, Insurance Code, and a statement that the address of the surety company to which any notice of claim should be sent may be obtained from the Texas Department of Insurance by calling the toll-free telephone number. 15. WARRANTY. Developer/Owner shall fully warranty the workmanship of and function of the Distribution Main Extension and the construction thereof for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services. 16. REIMBURSEMENT. a. The maximum reimbursable amount pursuant to UDC §8.5.1. C.2. is $108,450.00. The maximum reimbursable amount for the Distribution Main Extension less $6,499.76 lot/acreage fee credit is $101,950.24 Subject to the Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Paae 5 of 10 conditions for reimbursement from the City Developer Participation Funds and the appropriation of funds, the City will reimburse the Developer/Owner the reasonable actual cost of the Distribution Main Extension up to an amount not to exceed $101,950.24 as shown in the attached Exhibit 4, the contents of such exhibit being incorporated by reference into this Agreement. b. The City agrees to reimburse the Developer/Owner on a monthly basis upon invoicing for work performed. The submitted invoice shall be deemed administratively complete by the City prior to payment. The reimbursement will be made within 30 days from the date of the City's administrative approval of the invoice in accordance with state law. c. Cost -supporting documentation to be submitted shall include: 1. Summary of Costs and Work Performed Form provided by the Development Services Department 2. Contractor and professional services invoices detailing work performed 3. The first reimbursement request requires submittal of invoices for work performed. Future disbursements shall provide evidence of payment by the developer/owner through a cancelled check or bank ACH for the previous submittal. The final reimbursement request shall require evidence that all invoices to date have been paid. d. To be eligible for reimbursement, the work must be constructed in a good and workmanlike manner, in accordance with the approved plans and specifications, and in compliance with the City's Infrastructure Design Manual, and all other local, state and federal laws, codes and regulations, and must have been inspected and accepted by the City. The final 5% of the total contract reimbursement amount will be held as retainage until such time the City issues acceptance of public infrastructure in accordance with Unified Development Code. e. In the event that this Agreement is terminated by the City as a result of an uncured default by the Developer/Owner and at a time when there has been a partial completion and/or partial payment for the improvements, then the City shall only reimburse the Developer/Owner for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that the uncured default occurred. 17. PAYMENTS, CREDITS AND DEFERRED REIMBURSEMENT. All payments, credits, priority of reimbursement, and deferred reimbursement shall be made in accordance with UDC §8.5. Developer/Owner understands and agrees that if funds are not available in the Water Distribution Main Trust Fund, that reimbursement will not be made until such funds are available, appropriated, and this Agreement has priority per UDC §8.5.1. C. 18. INDEMNIFICATION Developer/Owner covenants to fully indemnify, save and hold harmless the City of Corpus Christi, its officers, employees, and agents, ("indemnitees") against any and all liability, damage, loss, claims, demands suits and causes of action of Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Pane 6of10 any nature whatsoever asserted against or recovered from city on account of injury or damage to person including, without limitation on the foregoing, workers compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the Developer/Owner's failure to comply with its obligations under this agreement or to provide city water service to the development, including injury, loss, or damage which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with the construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the public improvements associated with the development described above, including the injury, loss or damage caused by the sole or contributory negligence of the indemnitees or any of them, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of indemnitees, or any of them, but not if caused by the sole negligence of indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. This indemnity specifically includes all claims, damages, and liabilities of whatever nature, foreseen or unforeseen, under any hazardous substance laws, including but not limited to the following: (a) all fees incurred in defending any action or proceeding brought by a public or private entity and arising from the presence, containment, use, manufacture, handling, creating, storage, treatment, discharge, release or burial on the property or the transportation to or from the property of any hazardous substance. The fees for which the developer/owner shall be responsible under this subparagraph shall include but shall not be limited to the fees charged by (i) attorneys, (ii) environmental consultants, (iii) engineers, (iv) surveyors, and (v) expert witnesses. Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Pace 7 of 10 (b) any costs incurred attributable to (i) the breach of any warranty or representation made by Developer/Owner in this agreement, or (ii) any cleanup, detoxification, remediation, or other type of response action taken with respect to any hazardous substance on or under the property regardless of whether or not that action was mandated by the federal, state or local government. This indemnity shall survive the expiration or earlier termination of the agreement. 19. ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City Manager. 20. DISCLOSURE OF INTEREST. Developer/Owner agrees, in compliance with the Corpus Christi Code of Ordinance Sec. 2-349, to complete, as part of this Agreement, the Disclosure of Interests form attached hereto as Exhibit 5. 21. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and the Developer/Owner and their respective heirs, successors, and assigns from and after the date of final execution by all parties. 22. DEDICATION OF DISTRIBUTION MAINS. Upon completion of the construction, dedication of Distribution Main Extension will be subject to City inspection and approval. 23. CERTIFICATE OF INTERESTED PARTIES. Developer/Owner agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter contracts with cities. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Paae8of10 24. CONFLICT OF INTEREST. Developer/Owner agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city- secretary/conflict-disclosure/index 25. AUTHORITY. All signatories signing this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signature. Remainder of page intentionally left blank; signature page to follow. Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Pane 9 of 10 EXECUTED IN ONE ORIGINAL this day of , 2019. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary APPROVED AS TO LEGAL FORM: Buck Brice Assistant City Attorney For City Attorney STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on „S.. , 2019, by (Date) Nina Nixon -Mendez, FAICP Director of Development Services For City Manager By: EA- Ester Ybarra Owner Mrs. Esther Ybarra, owner. Standard Form Distribution Main Reimbursement Agreement Template Version 5-1-18 Notary Public's Signature Paae10of10 PLOTDATE: 04-12-19 10:46 AM DRAWING NO: 18044 PLOTSCALE 1:1 XREF: BASE, CONTOURS EDfTED 2 PP, P, �m w+ w+ 6 l(9 n i3p 0 yv 0 Exhibit 1 833NION3 HX1V3H DIlend 0 m1 zo g 00 0m 2 mm •Z� N 0 c qa s J / 0 !Xi 11 N^Q q. mNg 0 Q gs APPLICATION FOR WATER DISTRIBUTION MAIN EXTENSION CONSTRUCTION REIMBURSEMENT I, Mrs. Ester Ybarra, 5873 Hall Avenue, Corpus Christi Texas 78408, owner and developer of proposed Ybarra Terrace Lot 1. Corpus Christi Texas(see attached land plan), hereby request reimbursement of $101,950.24 for the installation of the Water Distribution Main Line Extension in conjunction with said lot, as provided for by UDC Section 8.5.1.C.2.a. $108,450.76 is the construction cost, including Engineering and Surveying, as shown by the cost supporting documents attached herewith. Esther Ybarra, Owner STATE OF TEXAS § COUNTY OF I UQ,W § Date This instrument was acknowledged before me on Z-Vt Owner. CERTIFICATION b Es - C&[1 1IOvi t,-, The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: Exhibit 2 (a) Sufficiency of funds in the Water Distribution Main Trust Fund, and (b) Appropriation and approval by the City Council. Development Service Engineer (Date) APPLICATION FOR WATER LINE CREDIT I, Mrs. Esther Ybarra, 5873 Hall Avenue, Corpus Christi Texas, 78408, owner and developer of proposed Ybarra Terrace Lot 1, Corpus Christi, hereby apply for $6,499.76 credit towards the water system lot fee for the installation of the water distribution mains as provided for by UDC Section 8.5.1.C.2.a. $108,450.00 is the estimated construction cost as shown by the cost supporting documents attached herewith. By: Esther Ybarra Title: Owner Date: 7— S( — i STATE OF TEXAS § COUNTY OF `v uq § This instrument was acknowledged before me on Owner of said entity. ULTRA V PENA NOTARY PUBLIC State of Texas Comm. Exp. 12-02-2019 by Es 1, i ,rLlttra Notary Public in and for the State of Texas 9 15:50 PM J00 N0. CIVY STANDARD SPECIFICATIONS Pu THE CEFOiLO ICHMSCwF CORPUS WRIST STANDARD SPECIFICATIONS 0 NH. GM BE OEINNED FROM THE GT( HTTP://4WW.CCTEXAS.COM/SERVICES/CONSTRUCTION-AND-PROPERTY-SERVICES/ BUILDING-COMPLIANCE-INFORMATION/DESIGN-STANDARDS SHALL HER 1151000 STANDARDS00miRTHAT H TOT YCONTRACTOR SHALL PPL TO THIS PROJECT OPRIOR TO BITAIN IDDIS NG THESE SPECIFICATIONS WORK D PRIOR TO CONSTRUCTION OFO WEA RK. THE WORD TNONEER' . S U5E0 IN S00 CITY STANDARD SPECIFICATIONS WALL CIRERINC. 22020 EXCAVATION AND IMC FOR UDUTIES 022022 TRENCH SAFETYDR EXCAVATIONS 021020 JACKING. BORING TUNNELING 026201 WATER UNE RISER ASSEMBLY 026202 HYDROSTATIC TESTING OF PRESSURE SYSTEMS 02621a DUCTLE IRON PIPE MD FITTINGS 905 026402 x OF WATEROUNES O 026411 TAPPINGSLEEVESk VALVES GTE VALVES FOR WATER LINES 026618 FIRE wows 021020 SEEDING 30020 PORTLAND CEMENT CONCRETE 032020 REINFORCING STEEL GENERAL NOTES SUBSIDIARY WORN: IN THE COURSE OF FURNISHING OR CONSTRUCTING A COMPLETE WORK OR IMPROVEMENT, CERTAIN WORK MAT BE NECESSARY WHICH 15 SUBSIDIARY TO THE ITEMS WHICH ARE SPECRIED °ETTAIWINOAS THE PLAYNS ITEMS. SD SPEDCONS OTHER WORN MWIDIART WORK AY BE LESS AND COMPLETELY SHOWN, AVO OTHER SUCH WORK WHICH IS ENTIRELY NECESSARY FOR THE IN THSATISFACTORY SP 0IFIGTIW SpT SHALL BE N OF THE ORK AS A THE DUTY OF THEL00910ACTOR TO Y NOT BE ED ON THE PLANS OR CARRY OUT ALL SUCH SUBS DqY WORK ESIF TNFLLLT SHOWN. AND THE COST OF SUCH WORK SHALL BE MADEPAY ITN. 2. CONTRACTOR SHALL NOTIFY THE CITY OF CORPUS CHRISTI CONSTRUCTION INSPECTION DEPARTMENT (880-3555) AT LEAST 3 WORKING DAYS PROR TO BEGINNING ANY WORK ON PUBLIC IMPROVEMENTS. THE CITY WATER INSPECTOR MUST BE CONTACTED AT LEAST 48 HOURS BEFORE ANY WORK BEGINS ON PUBLIC WATER IMPROVEMENTS. GALL FRED PENA (826-1808) TO GET THE NAME AND NUMBER OF THE INSPECTOR WHO WILL BE ASSIGNED TO THIS PROJECT. 3. CONTRACTOR SHALL NOTIFY ALL APPROPRIATE UTILITY COMPANIES. INCLUDING TEXAS 811. 48 HOURS NOR TO ACTUAL CONSTRUCTION. TRAFFIC CONTROL PVN FOR 15001 WILL BE REWIRED FROM TRAFFIC ENGINEERING FOR PLL WORK IN PUBLIC RDW OR EASEMENT. ALL WORK AFFECTING 1x001 RICHT OF WAY WILL REQUIRE WOOF APPKOVA PUBUC 40/04I PERMITO: AS W Y PPLIG6LE. 4U. PERMITS MUST BE ISSUED BEFORE BEGINNING ANY 5. CONTRACTOR SHALL PROVIDE OWNER A ONE YEAR GUARANTEE AND WARRANTY AGAINST ALL DEFECTS IN MATERIALS, WORKMANSHIP AND COMPACTION OF EARTH AND PAVING. 6. CONTRACTOR 15 RESPONSIBLE FOR OBTAINING ALL APPLICABLE PERMITS AND PAYING ANY APPLICABLE FEES. CONTRACTOR SHALL CONTACT CITY DEVELOPMENT SERVICES TO DETERMINE THE REWIRED PERMITS AND FEES. CONTRACTOR SHALL PAT ALL PERMIT FEES AT H15 OWN EXPENSES (N0 SEPARATE PAY). 7. 005158CTOR SHALL PERFORM NO TRENCH EXGVATONS IN THE GROUND IN AM PORTION OF THE PROJECT WITHOUT ALL EXISTING UNDERGROUND UTILITY UNES STAKED ON THE GROUND (TO IDENTIFY LOCATION) IN THE VICINITY OF CONTRACTOR'S TRENCHING OPERATIONS. CONTRACTOR SHALL CAUSE THE OWNERS OF UTILITY UNES TO STARE THEIR UNDERGROUND LINES PRIOR TO AM CONSTRUCTION 8. A TXDOT PERMIT 15 REOu1040 FOR ANY EXGV010N 18,1 P06510 01011 -OF -COAT. EXCAVATION MEANS A5 ACTIVITY 11105 CUTS, PENETRATES, 0R BORES UNDER ANY PORTION OF ME PUBLIC WAY THAT HAS BEEN IMPROVED WITH A PAVED SURFACE FOR STREET. SIDEWALK, SURFACE DRANACE. OR RELATED PUBLIC TRANSPORTATION INFRASTRUCTURE PURPOSES. PERMIT WILL NOT BE ISSUED FOR EXCAVATION IN ANY PUBLIC WAY THAT HAS BEEN CONSTRUCTED, RECONSTRUCTED, REPINED, OR RESURFACED IN THE PRECEDING PERIOD OF FIVE EARS FROM THE DATE Of ACCEPTANCE BY THE PUBLIC WORKS CONSTRUCTION ENTITY. WATER NOTES WA BAR LO 1.O4 WHIR4 DEMISKEETS.AT ALL 6 ANO 8• WATER nttINGS PURSUANT TO DETAILS As SHOWN 2. PROMOE CAST RON BOXES AND PJC PIPE EXTENSIONS WITH CONCRETE AT CATE VALVES PUBS DETAILS AS SHOWN. 3 TOOONSTWCT WATER ISERSPURSU AT TO QUAILS AS SHOWN. AND 2' BLOW -OFF VALVES FOR FILLING ONO PROV RRAC �M 4. ALL wATER MAINS SHALL BE C900 DRIB PJC WAL N DUCTILE IRON MECHANICJOINT FITTINGS OR FUSIBLE C900 DR18 PJC AND SHALL BE BEDDED IN (ENCASED IN) SAND TO 6 ALL AROUND PIPE. PUB TER NE CORSTRJCTION ANO MVIV SHALLAT w ITTCR WIE WM DETAILS. AND PRAT FORTH BY MF EDDY FI CORWS CHRITE WATERS ALL BE A WRAC -9 0. CLASS 150, 0, CHAD DRS.OFV16PIPFIRE AND WFIRINGS DLL BETLCKED SWTO VALVE BY USE OFD. RUNNERS GURUS ON 01P. 6. PIPE SHALL BE WO A MINIMUM OF 3' BELOW FINISHED LINDE 7. STEL CASING SHALL HAVE 0.375• WALL HN s 2.9 �� WEik BER RD N4*‘ PREPARED BY: BASS Sc WELSH ENGINEERING 3054 SOUTH ALAMEDA ST. CORPUS CHRISTI, TEXAS 78404 TEL 361-882-5521 FAX 361-882-1265 ENGINEERING FIRM REGISTRATION N0. F-52 SURVEYING FIRM REGISTRATION N0. 10002700 LOCATION MAP CALL BEFORE YOU DIG! *Talmo $11 PARROPMTS Rev. OR OILAST - STOP ARO CALL 871 THE LONE STAR NOTIFICATION COMPANY AT 1-800-669-8349 NOTES E CONTRACTOR SHALL NOTIFY THE FOLLOWING SERVICES PRIOR TO ANY EXCAVATION. Digitally signed by William J. Green, P.E. ON: cn=William J. Green, P.E., o=Development Services, ou=City of Corpus Christi, Texas, email=billg@cctexas.com, c=US 0a0e:2019.05.22 15:40:35 -05'00' Texas One Call: 1-800-245-4545 Southwestern Bell Locate Group 1-800-828-5127 The Lone Star Notification Company 1-800-669-8344 Texas Excavation Safety System 1-800-344-8377 PREPARED Br'r l� ...1 6' URRAY BASS JR. P.E. 5-7-19 DATE 1"=200' WATER MAP QUANTITY ESTIMATE SUMMARY DESCRIPTION QUANTITY UNIT WATER ITEMS 8 0600 PVC OR FUSIBLE 0900 PJC 305 1,Xl1 A7, SWF1 FAANG POO TAPPINW 41 VFW h TAPPING GATE WI VF FA BNB. TIFF FA FIRE HYDRANT ASSEMBLY FA FA 8• RTIIR b PN NIG FA OHANTITIES ARE PROVIDED AS AN AID TO THE CONTRACTOR AND SHOULD BE 000151E0 BY INDEPENDENT CALCULATIONS. SEPARATE DRAWING INDEX PI 1. PI 2. PI 3. COVER UTILITY PLAN PLAN & PROFILE SHEET PI 1 OF 3 EA EACH LS LUMP SUM SF SQUARE FEET SY SOVME YARDS OTDATE: 05-07-19 10:55 AM J03 NO: UTILITY PLOTSCALE: 1.1 NR DATE: 1-3-19 SCALE: AS SHOWN OB NO.: iB DESIGN BY: JMBJr DRAWN BY: JJ SURVEYED BY: JH COMP. FIIEN LD 6N. 0: UTILITY PLAN A PORTION OF LOTS 5 & 6 SECTIONS 12 & 18 BOHEMIAN COLONY LANDS 7541 WEBER ROAD CORPUS CHRISTI, TEXAS 78413 BASS 8, WELSH ENGINEERING CONSULTING ENGINEERS AND SURVEYORS 3054 SOUTH MAMMA STREET 78404 P.O. BOA 6397 78466-6397 TELEPHONE: (361) 682-5521 FACSIMILE: (361) 662-1265 ENGINEERING FIRM REGISTRAR. NO. F-52 SURVEYING FIRM REGISTRATION N0. 100027-00 CORPUS CHRISTI. TEXAS ISTCA E: 05-07-19 1057 AW 007 N0: UTILITY PL0T50ALE: E1 XREE. ELEVATION ELEVATION 0 o J 0 10 - v1 EP 10 15' UTILITY I I�`' PROPF'RTY<�_- L LINE ' 5 EASEMENT WEBER ROAD Z j >„ D O U O 4� G i D O A lP 0 as PFOPERTY LINE ,� sem.-_- EXISTING 16" GI494 PVC -WAIF< 35' UTILITY EA-SEr6ENT 0 0 JOBSCALE: O 1804AS 4 DESIGN Br: MB Jr DRANN BY: JC SURVEYED BY JH COMP. EI LD BK. N0. PLAN & PROFILE A PORTION OF LOTS 5 & 6 SECTIONS 12 & 18 BOHEMIAN COLONY LANDS 7541 WEBER ROAD CORPUS CHRISTI, TEXAS 78413 BASS 44 WELSH ENGINEERING CONSULTING ENGINEERS AND SURVEYORS 54 SOUTH A STRUT 76404 6397 EE P.O. BOX 6397 764 6-6397 TELEPHONE: (361) 8 2-5521 EACSIMEE: ( 8361) BB -1265 ENGINEERING FIRM EG15TR4 I0N NO. E-52 SURVEYING FIRM REGISTRATION NO. 100027-P CORPUS CHRISTI, TEXAS Midges SpedaOtoe (Ince 4233 FM624 Robstown 1 x 78380 361-387-2743 ‘vk 361-387-1769 fax !ltsOn.};U h l(iL_esspecialliesinc.com Proposall Subject: Bohemian Colony Lands Jane 5, 20119 Description of Services Qtv __ Unit Price Amount 16" HDD 16" Steel Casing 8" Fusible PVC Mobilize Labor Vacuum Trailer Hot Tap (16'x8") Hydrant 8" Tee 8" Stub-Outs/Plugs Traffic Control Exclusion: TX DOT Permits Continents: This proposal includes labor, material, and equipment to perform, the above described services. If additional charges for any work not mentioned in the above proposal are needed, a change order will be written and signed between both parties before the additional work is performed by Bridges Specialties Inc. This proposal does not include permit fees. We appreciate your business and look forward to working with you on future projects. Should you have any questions, or if I may be of further service, please feel free to call me at 361-537- 6698. 200' $192.00 $38,400.00 200' $75.00 $15,000.00 200' $55.00 $11,000.00 LS $5,000.00 10Days $1,650 $16,500.00 LS $4,250.00 LS $5,500.00 1 $4,500 $4,500.00 1 $800.00 $800.00 2 $2,250 $4,500.00 LS $3,000 $3,000.00 Total $108,450.00 dges Specialties Inc. Jason Gordon Exhibit 4 **• ,rf *' 'MURRAY BASS, JR. 2EN57�� 4 kPe.rAlbN�o..` dm bob» w' 5�3 o w �n="no 0 p < 9 pap `Al W�0 ww^wory " A Cfi^ SOH 7qo dry �6 —e ry P,0 n 'P CG O �^ ry �l "0 w°nra~'w ,�.1 n% OG N w0 rya1-o He 7 y ryryrl D5nyP-'4o. N wE0� 0.nN EO E 5 f 041 5•Od=o n z 'A.w °, • CP O nn.r°P n W � (° • ry.c • Exhibit 5 0 F Cs? U N O0 ,Dg v Od ER. °' k33 w c E v C D c 5' c'v p^ `0t R g O' :O. . D a -5'D ob d ca= nnJ a e OO .� 00 G ry So00.� � O 8 • O .. 5, w p N tp O 0.'D ay D C. D p 0 ' m r, d. g 0. n w n , ry C 5, gyry C7 b a cr,y0 v'c• 0i (170 v y ry, 7 O u, O' 0. .- � b ti' °'J O cD O » M 8 a n' 81 R. N� O ° `°G B w C 0" 0..P T. O 7. M w O n G. 0 `DG 0. 0. paE- n p O' f CP' ,`,t g. e O. 4 Chi '0 8 R. , n ��' a ••• .- • P .ER' W V .. N � (D fryl d F'J' O `G 61 5 O O O0 n M g0 A '.CZ y O °�° C N rn 00 • HFg :75 P.5+ iii{: va° a ?. ppp O �'. y n G� 2. a X. C'< O '._ 0 f� ^ v q0 • °g 5 n o' g. 1-5 (? .� a H n a s gac E. ryc.g o� ho; 7 �z a o e O i▪ '° n 'a w 'O O 5. g' y O' R • p� Dm 00 _n m n0.s78a'n" G m < w ,z ,• e w jry "O. '2'. 9 c 1. OM N (01 in n O. O. 7. m O' O 0 H :ss821uQv i39a.Ls SMOLLINII33Q :Jay ANVdWO:) 9 °o2 T { -76 CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that 1 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: Etyti.c. {b Title: Own cr (Type or Prior) Ybarra Terrace Water Distribution Line Construction and Reimbursement Agreement City Council Presentation August 27, 2019 Aerial Map - . The Storage Place llgas' • 4i Boat and RV J �_ Weber�Rd t N Corpus Christi Subject Property Vicinity Map • NOLF Cabaniss Field Ybarra Terrace (7541 Weber Road) Proposed 8 -inch water distribution line Weber Road Existing 16" Water Transmission Main At N Staff Recommendation Approval AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting August 27, 2019 Second Reading Ordinance for the City Council Meeting September 17, 2019 DATE: July 24, 2019 TO: Peter Zanoni, City Manager FROM: Nina Nixon -Mendez, Director, Development Services NinaM@cctexas.com (361) 826 - 3276 Agreement and appropriating funds for NP Homes LLC for the construction of a Water Distribution Main Extension Construction and Reimbursement Agreement CAPTION: Ordinance authorizing a Water Distribution Main Extension Construction and Reimbursement Agreement with NP Homes LLC to extend lines from Rand Morgan Road and McNorton Road for a planned residential subdivision, for a term not to exceed six months from the execution of the agreement; appropriating $40,537.20 from the Water Distribution Main Trust Fund to reimburse developer. (District 1) SUMMARY: The Ordinance authorizes a contract with NP Homes LLC to construct distribution lines from Rand Morgan Road and McNorton Road in the amount of $40,537.20 for a term not to exceed six months from the execution of the agreement. The water lines are required to provide water and fire protection service to a planned residential community named Tuloso Reserve unit 1 located at 1752 Rand Morgan Road. The property is 13.716 acres and is zoned RS 4.5. BACKGROUND AND FINDINGS: NP Homes LLC., plans to install 109 linear feet of 8 -inch and 230 linear feet of 6 -inch water distribution main line extensions within city limits to serve a planned residential community property located at 1752 Rand Morgan Road. The new water distribution lines are required in order to provide adequate water and fire protection service to the planned residential subdivision. The 109 -foot long, 8 -inch water line will connect to an existing 16 -inch water transmission and arterial grid main line installed in a utility easement along Rand Morgan Road. The 109 linear feet of 8 -inch water line will be installed by boring under Rand Morgan Road. The 230 linear feet of 6 - inch water distribution line will connect to an existing 6 -inch water distribution main line that is located under McNorton Road. This water line will extend from McNorton Road, via a utility easement secured by the developer, to the subdivision property. The developer has requested a Reimbursement Agreement in accordance with UDC Section 8.5.1 Water Trust Fund. Distribution mains are mains of 12 inches inside diameter, or smaller, connected to the supply mains that provide fire protection and domestic service. The Distribution Mains Trust Fund is used to reimburse developers for constructing distribution mains and oversizing distribution mains off-site. The project is consistent with Utilities Department water distribution and fire suppression standards by creating a looped system to support water quality for 106 single-family home lots (66 in phase I and 40 in phase 2) in the planned subdivision and will support future development of the property to the north of the subdivision along Rand Morgan Road. City Council gave direction to staff at the August 13, 2019 City Council meeting to reexamine the trust funds and to provide recommendations on policies that govern the priority, order, reimbursement rate and fees charged by the trust funds. City Council directed staff to return within 75 days and present their recommendations. ALTERNATIVES: Based upon the current UDC language in section 8.5.1 Water Trust Fund the developer requested reimbursement for the installation of water distribution lines that will serve the planned subdivision. If the request were to be denied and the developer had to assume the costs associated with the installation of the water lines to serve the property, the project may become cost prohibitive. The development maybe delayed until an alternative to the Utilities Trust Fund as a means to offset infrastructure construction costs is approved, or until there is an increased demand for new homes and the additional costs incurred by the developer can be recouped through an increase in home prices. FISCAL IMPACT: The Water Distribution Main Trust Fund has a balance of $506,323,40. Approval of this reimbursement agreement will leave the water distribution main trust fund with an available balance of $465,786.20. The expenditure for this project is a one-time cost and is not associated with any other projects. The water distribution main trust fund receives monthly deposits generated from prorata and surcharge fees charged during the platting process. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: 4030 Water Distribution Trust Fund 21806 Water Distribution Main Trust 777 N/A 540450 Reimbursement to Developers Staff recommends approval of the Water Distribution Main Line Extension Construction and Reimbursement Agreement with NP Home LP for the installation of an 8 -inch and a 6 -inch water distribution main line to provide water and fire protection service to the planned residential subdivision named Tuloso Reserve Unit 1. LIST OF SUPPORTING DOCUMENTS: Presentation Ordinance with exhibit Location Map SPANISH OAK1OR ROYAL DAWOR ENGLISH OAW:OR OREGON.TRL .- 7 11 IJi � Proposed offsite 8 -inch Distribution Line SUBJECT PROPERTY CAROLI1ER Proposed offsite 6 -inch Distribution Line I 1 Tu!oso Reserve Unit 1 1752 Rand Morgan Rd Council District #1 devil ri Ordinance authorizing a Water Distribution Main Extension Construction and Reimbursement Agreement with NP Homes LLC to extend lines from Rand Morgan Road and McNorton Road for a planned residential subdivision, for a term not to exceed six months from the execution of the agreement; appropriating $40,537.20 from the Water Distribution Main Trust Fund to reimburse developer. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute a Water Distribution Main Construction and Reimbursement Agreement ("Agreement") which is attached hereto, with NP Homes LLC. for the construction and installation of an 8 -inch water distribution main and a 6 -inch water distribution main, for the development of the platted property known as Tuloso Reserve Unit 1, Corpus Christi, Texas. SECTION 2. Funding in the amount of $40,537.20 is appropriated from the No.4030-21806 Water Distribution Main Trust Fund to reimburse the Developer for the construction of an 8 - inch water distribution main and a 6 -inch water distribution main, and construction improvements in accordance with the Agreement. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DISTRIBUTION MAIN EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT STATE OF TEXAS COUNTY OF NUECES This Water Distribution Main Extension Construction and Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home -rule municipality, and NP Homes LLC ("Developer/Owner"), a Texas Limited Liability Company. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on April 3, 2019 to develop a tract of land, to wit: approximately 13.693 acres known as Tuloso Reserve Unit 1, Corpus Christi Texas as shown in the attached Exhibit 1, the content of such exhibit being incorporated by reference into this Agreement; WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the distribution main extension ("Distribution Main Extension"); WHEREAS, it is to the best interest of the City that the Distribution Main Extension be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.1.C.2. of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when certain funds become fully available in the Water Distribution Main Trust Fund and are appropriated by the City Council; and WHEREAS, the Developer/Owner has submitted an application for reimbursement of the costs for installing the Distribution Main Extension, as shown in Exhibit 2, the content of such exhibit being incorporated by reference into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do covenant and agree as follows: 1. TRUSTEE LIABILITY. The City is executing this agreement as trustee of the Water Trust Fund pursuant to UDC §8.5. The City is acting as trustee to further its governmental functions of providing water and sewer service. Texas Constitution Article 11, Section 3 prohibits the City from becoming a subscriber to the capital of any private corporation or association, or make any appropriation or donation to the same, or in anywise loan its credit. As such, the City's participation as Trustee does not create a loan of its credit. Execution of this agreement constitutes a promise to pay only to the extent that the assets and future assets of the trust are sufficient for such purpose and it is expressly agreed that any judgment will only be satisfied out of the assets of the trust and not out of the City's assets. The City is excluded from personal liability. 2. REQUIRED CONSTRUCTION. Developer/Owner shall construct the Distribution Main Extension and in compliance with the City's UDC, the City's Infrastructure Design Manual, and all local, state and federal laws, codes and regulations, in accordance with the plans and specifications submitted to the City's Development Services Department and reviewed and approved by the City's Development Services Engineer. 3. PLANS AND SPECIFICATIONS. a. Developer/Owner shall contract with a professional engineer registered and licensed in the State of Texas, acceptable to the City's Development Services Engineer, to prepare and seal plans and specifications for the Distribution Main Extension and, as shown in the attached Exhibit 3, the content of such exhibit being incorporated by reference into this Agreement, with the following minimum requirements: 1. 16" TAPPING SADDLE W/8" TAPPING GATE VALVE W/BOX 1 EA 2. 8" PVC PIPE 109 LF 3. 8" TEE 1 EA 4. 8" ELBOW 2 EA 5. 14" DIA STEEL PIPE BORED IN PLACE (NO OPEN CUT) 80 LF 6. 6" PVC PIPE 230 LF 7. 6" ELBOW 2 EA 8. 6" TAPPING SADDLE & 6" TAPPING GATE VALVE W/BOX 1 EA 9. PAVING, WALK, & CURB & GUTTER PATCHING 1 LS 10. TRAFFIC CONTROL DURING CONSTRUCTION 1 LS b. The plan must be in compliance with the City's master plans. c. The plans and specifications must comply with the City's Water Standards Detail Sheets and Standard Specifications. d. Before the Developer/Owner starts construction, the plans and specifications must be approved by the City's Development Services Engineer. 4. SITE IMPROVEMENTS. Prior to the start of construction of the Distribution Main Extension, the Developer/Owner shall acquire and dedicate to the City the required additional public utility easements ("Easements"), if any, necessary for the completion of the Distribution Main Extension. If any of the property needed for the Easements is owned by a third party and Developer/Owner is unable to acquire the Easements through reasonable efforts, then the City may use its powers of eminent domain to acquire the Easements. Developer will be responsible for cost of acquisition, payable from the reimbursement agreed to in this agreement. 5. PLATTING FEES. Developer/Owner shall pay to the City the required acreage fees and pro - rata fees as required by the UDC. 6. DEVELOPER/OWNER TO AWARD CONTRACT FOR IMPROVEMENTS. Developer/Owner shall award a contract and complete the Distribution Main Extension, under the approved plans and specifications, by February 28, 2020. Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 2 of 10 7. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 8. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties and obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 9. DEFAULT. The following events shall constitute default: a. Developer/Owner fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services and to the Development Services Engineer by the 40th calendar day after the date of approval of this Agreement by the City Council. c. Developer/Owner fails to award a contract for the construction of the Distribution Main Extension, according to the approved plans and specifications, by the 70th calendar day after the date of approval of this Agreement by the City Council. d. Developer/Owner's contractor does not reasonably pursue construction of the Distribution Main Extension under the approved plans and specifications. e. Developer/Owner's contractor fails to complete construction of the Distribution Main Extension, under the approved plans and specifications, on or before February 28, 2020. f. Either the City or the Developer/Owner otherwise fails to comply with its duties or obligations under this Agreement. 10. NOTICE AND CURE. a. In the event of a default by either party under this Agreement, the non -defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in sufficient detail, the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ("Cure Period") to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non -defaulting party may pursue its remedies in this section. d. Should the Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to the Developer/Owner, at the address stated in section 11, of the need to perform the obligation or duty and, should the Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to the Developer/Owner by reducing the reimbursement amount due to the Developer/Owner. Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 3 of 10 e. In the event of an uncured default by the Developer/Owner, after the appropriate notice and Cure Period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default; 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project; and/or 3. Perform any obligation or duty of the Developer/Owner under this Agreement and charge the cost of such performance to the Developer/Owner. The Developer/Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Developer/Owner receives notice of the cost of performance. In the event the Developer/Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and Cure Period, the Developer/Owner has all its remedies at law or in equity for such default. 11. FORCE MAJEURE. a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten (10) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 12. NOTICES. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: 1. If to the Developer/Owner: NP Homes LLC. 21911 Rainier Lane San Antonio, Texas 78260 2. If to the City: Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 4 of 10 City of Corpus Christi Attn: Director, Development Services Department 2406 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 b. Notice must be made by United States Postal Service, First Class mail, certified, return receipt requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change the address for notices by giving notice of the change under the provisions of this section. 13. THIRD -PARTY BENEFICIARY. Developer/Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Distribution Main Extension, contracts for testing services, and contracts with the contractor for the construction of the Distribution Main Extension must provide that the City is a third -party beneficiary of each contract. 14. PERFORMANCE AND PAYMENT BONDS. Developer/Owner shall, before beginning the work that is the subject of this Agreement, furnish a performance bond if the contract is in excess of $100,000 and a payment bond if the contract is in excess of $50,000. Bonds furnished must meet the requirements of Texas Insurance Code 3503, Texas Government Code 2253, and all other applicable laws and regulations. The performance or payment bond must name the City as an obligee. The bond must clearly and prominently display on the bond or on an attachment to the bond: (1) the name, mailing address, physical address, and telephone number, including the area code, of the surety company to which any notice of claim should be sent; or (2) the toll-free telephone number maintained by the Texas Department of Insurance under Subchapter B, Chapter 521, Insurance Code, and a statement that the address of the surety company to which any notice of claim should be sent may be obtained from the Texas Department of Insurance by calling the toll-free telephone number. 15. WARRANTY. Developer/Owner shall fully warranty the workmanship of and function of the Distribution Main Extension and the construction thereof for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services. 16. REIMBURSEMENT. a. The maximum reimbursable amount pursuant to UDC §8.5.1.C.2. for the Distribution Main Extension less $ 12,012.00 lot/acreage fee credit is $40,537.20. Subject to the conditions for reimbursement from the City Developer Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 5 of 10 Participation Funds and the appropriation of funds, the City will reimburse the Developer /Owner the reasonable actual cost of the Distribution Main Extension up to an amount not to exceed $ $40,537.20 as shown in the attached Exhibit 4, the contents of such exhibit being incorporated by reference into this Agreement. b. The City agrees to reimburse the Developer/Owner on a monthly basis upon invoicing for work performed. The submitted invoice shall be deemed administratively complete by the City prior to payment. The reimbursement will be made within 30 days from the date of the City's administrative approval of the invoice in accordance with state law. c. Cost -supporting documentation to be submitted shall include: 1. Summary of Costs and Work Performed Form provided by the Development Services Department 2. Contractor and professional services invoices detailing work performed 3. The first reimbursement request requires submittal of invoices for work performed. Future disbursements shall provide evidence of payment by the developer/owner through a cancelled check or bank ACH for the previous submittal. The final reimbursement request shall require evidence that all invoices to date have been paid. d. To be eligible for reimbursement, the work must be constructed in a good and workmanlike manner, in accordance with the approved plans and specifications, and in compliance with the City's Infrastructure Design Manual, and all other local, state and federal laws, codes and regulations, and must have been inspected and accepted by the City. The final 5% of the total contract reimbursement amount will be held as retainage until such time the City issues acceptance of public infrastructure in accordance with Unified Development Code. e. In the event that this Agreement is terminated by the City as a result of an uncured default by the Developer/Owner and at a time when there has been a partial completion and/or partial payment for the improvements, then the City shall only reimburse the Developer/Owner for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that the uncured default occurred. 17. PAYMENTS, CREDITS AND DEFERRED REIMBURSEMENT. All payments, credits, priority of reimbursement, and deferred reimbursement shall be made in accordance with UDC §8.5. Developer/Owner understands and agrees that if funds are not available in the Water Distribution Main Trust Fund, that reimbursement will not be made until such funds are available, appropriated, and this Agreement has priority per UDC §8.5.1. C. 18. INDEMNIFICATION Developer/Owner covenants to fully indemnify, save and hold harmless the City of Corpus Christi, its officers, employees, and agents, ("indemnitees") against any and all liability, damage, Toss, claims, demands suits and causes of action of any nature whatsoever asserted against or recovered from city on Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 6 of 10 account of injury or damage to person including, without limitation on the foregoing, workers compensation and death claims, or property Toss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the Developer/Owner's failure to comply with its obligations under this agreement or to provide city water service to the development, including injury, loss, or damage which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with the construction, installation, existence, operation, use, maintenance, repair, restoration, or removal of the public improvements associated with the development described above, including the injury, loss or damage caused by the sole or contributory negligence of the indemnitees or any of them, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of indemnitees, or any of them, but not if caused by the sole negligence of indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. This indemnity specifically includes all claims, damages, and liabilities of whatever nature, foreseen or unforeseen, under any hazardous substance laws, including but not limited to the following: (a) all fees incurred in defending any action or proceeding brought by a public or private entity and arising from the presence, containment, use, manufacture, handling, creating, storage, treatment, discharge, release or burial on the property or the transportation to or from the property of any hazardous substance. The fees for which the developer/owner shall be responsible under this subparagraph shall include but shall not be limited to the fees charged by (i) attorneys, (ii) environmental consultants, (iii) engineers, (iv) surveyors, and (v) expert witnesses. Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 7 of 10 (b) any costs incurred attributable to (i) the breach of any warranty or representation made by Developer/Owner in this agreement, or (ii) any cleanup, detoxification, remediation, or other type of response action taken with respect to any hazardous substance on or under the property regardless of whether or not that action was mandated by the federal, state or local government. This indemnity shall survive the expiration or earlier termination of the agreement. 19. ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City Manager. 20. DISCLOSURE OF INTEREST. Developer/Owner agrees, in compliance with the Corpus Christi Code of Ordinance Sec. 2-349, to complete, as part of this Agreement, the Disclosure of Interests form attached hereto as Exhibit 5. 21. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and the Developer/Owner and their respective heirs, successors, and assigns from and after the date of final execution by all parties. 22. DEDICATION OF DISTRIBUTION MAINS. Upon completion of the construction, dedication of Distribution Main Extension will be subject to City inspection and approval. 23. VERIFICATION REGARDING ISRAEL. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Developer/Owner verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. CERTIFICATE OF INTERESTED PARTIES. Developer/Owner agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter contracts with cities. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. (2) a person who actively participates in facilitating a contract or negotiating the terms of a Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 8of10 contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 25. CONFLICT OF INTEREST. Developer/Owner agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/qovernment/city- secretary/conflict-disclosure/index 26. AUTHORITY. All signatories signing this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signature. Remainder of page intentionally left blank; signature page to follow. Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 9 of 10 EXECUTED IN ONE ORIGINAL this day of , 2019. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary APPROVED AS TO LEGAL FORM: Buck Brice Assistant City Attorney For City Attorney (Date) Nina Nixon -Mendez, FAICP Director of Development Services For City Manager NP Homes4LC. 6�CG/644/11 By: Nader Karimi Member STATE OF Xtil § COUNTY OF Noxect,c § This instrument was acknowledged before me on l , , 2019, by Nader Karimi, Member, NP Homes, a Texas limited Liability Comany, on behalf of said corporation. sAPV-Poe" TANYA ROJAS My Notary ID # 128077089 • •+, : Expires December 8, 2021 N11k Notary- ubli s Sign :gore Water Distribution Main Extension Construction and Reimbursement Agreement Template Version 7-10-2019 Page 10 of 10 O . N yAnA ov N gZ`N-1`2m1Drama Nzm IAS NmnAJC�A £O li;" ��O�D�nZ ZDV! 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NO. 2016022969, O.R.N.C.T., NP HOMES, LLC 349. 08' 50. 00' 33. 47', S00° 42' 05'E 151. 67' 50. 00' ti S00' 42' 05' E 458, 41' n - P 1\ UE 25' 25 119. 69 S00_42' 05' E p, 7. 5' w tm Ip 161 iV O IQ 12, �\ IU T 119. 52' t IMI. 3 500.42' 05'E Im IwI N;, I iq 1i„ N 25 ^1 10' YR/J 8� 500' 42:0K-109. 41' N 144. 372____ Io S00. 42' 05' E U -E b S00'41 43'E 366. 53' y b DwL W DZm `f`1 f z 50. 00' 5' EE 50, 21'+ -20774- �f lwJ - n 50. 00' APPLICATION FOR WATER LINE REIMBURSEMENT We, NP Homes, 21911 Rainier Lane, San Antonio, TX 78260, owners and developers of proposed Tuloso Reserve Unit 1, hereby request reimbursement of $40,537.20, as provided for by City Ordinance No. 17092. $52,549.20 is the construction cost, including 10% Engineering, Surveying, and Testing, in excess of the acreage fee, as shown by the cost supporting documents attached herewith. By: THE STATE OF TEXAS § COUNTY OF NUECES This instrument was acknowledged before me on 3 f €)-O ( ,,2.6 -r9 -,by Nader Karimi, Member, NP Homes, LLC, a Texas orporation, on behalf of the said corpo CINDY BUENO ID# 1178588-3 Notary Public STATE OF TEXAS My 'Comm.. 'Ex -p. 11-04-2019 CERTIFICATION Notary Public in nd for the State of Texas The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a) Sufficiency of funds in the Distribution Main Trust Fund, and (b) Appropriation and approval by the City Council. ices Engineer 1406-4./;- S' Date Exhibit 2 APPLICATION FOR WATER LINE CREDIT We, NP Homes, LLC, 21911 Rainier Lane, San Antonio, TX 78260, owners and developers of proposed Tuloso Reserve Unit 1, hereby apply for $12,012.00 credit towards the water system lot fee for the installation of the water distribution mains as provided for by City Ordinance No. 17092. $52,549.20 is the estimated construction cost as shown by the cost supporting documents attached herewith. By: /1LL L f fir✓ /y� . Title: O 's i /c4 f Date: 7- 3D THE STATE OF TEXAS § COUNTY OF NUECES § •°, This instrument was acknowledged before me on t,j () , 2019, by Nader Karimi, Member, of NP Homes, LLC, a Texas Corporation, on behalf of the said corporation. 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ANNE BONNY ST, 15' UC or's\ u 0 T ). 5'11E-1 II I 11 I r,I m 1I JI 4 08 rji7,1 I 1 `� 7=1F--'-i1nmBE�ra1 O lrr -- -- — I ' I I ILJ� LJ I I " 4 1 a Al 1,,1 ^ 1 s 1551 0 ml 1 10 AI 1I is 1, m I t.3 5EE EYNNDER Dr /, 21.588 aC. TRICE. DOC. NO.I�Ot 802]981. D.R.N.C. ., Hp4 S. LC 20 15 AA r Z SSE 0 S00' 41' 43' E 366. 53' 25O98KE. Sir POLLUTION PREVENTION NOTES a MAJOR S 011VJE I N91S .Z1 CONTINUED FROM SHEETS 2 8 3 a MATCH LINE STA 5+05.64 N p (NJI p U�1± / \ € 1 'N ¢ w � 4'< 1 1 1 I v • ' h- 1 Pt 1 ei Fa ro my v 1O I 1 1 , c I Rum 1 i e m` o 1 e j1 roI 5� a q In I If i" 1 2w A v 1 I I O1 I 1 01 I I A I - N 0 wn _ ' •99 r,,..9 I 1 I 'I, 1 12 I 1 m1 Ne, PAP= o 1 EE' EE', g 1 I m,I I ri B> PI - 1 gi I I , '9 0 I I 1 , i09 0AI m?` 'I I 1 I I I I I I 1 I ': I I I n I 1 I I 1 I I € I 1 I I I I I c I I 1 IP' I Im„ nm ; I. �mm V o apt ow m !!v R 1 1 1 i ' 1 1 ,I I 1 � I I 1 .'1 2 Axl 1 1 1 I 1 c iw Im I 1 I 1 N 2 0 IJ 0 to !n � CI u' GK aA IP = 8 ^q Y ^'g U NIXON M. WELSH, P.E., R.P.L.S. Email: NixMW@aol.com BASS WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 TULOSO RESERVE WATER REIMBURSEMENT ESTIMATE WATER IMPROVEMENTS OFFSITE (REIMBURSABLE BY CITY QUANTITY UNIT 3054 S. Alameda St. 361 882-5521- FAX 361 882-1265 UNIT PRICE 15058-PCE-WTR 04/15/2019 AMOUNT 1 16" TAPPING SADDLE W/8" TAPPING GATE VALVE W/BOX 1 EA 3,500.00 3,500.00 2 8" PVC PIPE 109 LF 40.00 4,360.00 3 8" TEE 1 EA 462.00 462.00 4 8" ELBOW 2 EA 350.00 700.00 5 14" DIA STEEL PIPE BORED IN PLACE (NO OPEN CUT) 80 LF 350.00 28,000.00 6 6" PVC PIPE 230 LF 30.00 6,900.00 7 6" ELBOW 2 EA 300.00 600.00 8 6" TAPPING SADDLE & 6" TAPPING GATE VALVE W/BOX 1 EA 1,500.00 1,500.00 9 PAVING, WALK, & CURB & GUTTER PATCHING 1 LS 1,000.00 1,000.00 10 TRAFFIC CONTROL DURING CONSTRUCTION 1 LS 750.00 750.00 SUBTOTAL 10% ENGINEERING & SURVEYING SUBTOTAL $ 52,549.20 LESS WATER ACREAGE FEE TOTAL AMOUNT REIMBURSEABLE $ 40,537.20 $ 47,772.00 4,777.20 (12,012.00) Page 1 of 1 Exhibit 4 City of Corpus Christi DISCLOSURE OF INTERESTS City of Corpus Christi, Texas Department of Development Services P.O. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3240 Located at: 2406 Leopard Street (Corner of Leopard Si and Port Ave.) City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". NAME: NP HOMES, LLC STREET: P.O. BOX 8638 CITY: Corpus Christi ZIP: 78468 FIRM is: 0 Corporation ❑ Partnership ❑ Sole Owner ❑ Association ❑ Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Job Title and City Department (if known) N/A N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Title N/A N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Board, Commission, or Committee N/A N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Consultant N/A N/A CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. NADER KARIMI Certifying Person: (Print) Signature of Certifying Person'/�i K:\DEVELOPMENTSVCS\SHARED\LAND DEVEL ORDNANCE ADM Title: MEMBER Date: 11 /20/2018 IN1STRATION\APPLICATION FORMS FORMS AS PER LEGAL\20121DISCLOSURE OF INTERESTS STATEMENT 1.27.12. DOC Exhibit 5 DEFINITIONS a. "Board Member". A member of any board, commission or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee". Any person employed by the City of Corpus Christi, Texas, either on a full or part time basis, but not as an independent contractor. c. "Firm". Any entity operated for economic gain, whether professional, industrial or commercial and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust and entities which, for purposes of taxation, are treated as non-profit organizations. d. "Official'. The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads and Municipal Court Judges of the City of Corpus Christi, Texas. e. "Ownership Interest". Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate or holding entity. "Constructively held" refers to holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "Consultant". Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. K:\DEVELOPMENTSVCS\SHAREDILAND DEVELOPMENT\ORDINANCE ADMINISTRATION\APPLICATION FORMS\FORMS AS PER LEGAL \2012\DISCLOSURE OF INTERESTS STATEMENT 1.27.12. DOC Tuloso Reserve Water Distribution Main Extension Construction and Reimbursement Agreement City Council Presentation August 27, 2019 Aerial Map West Guth Perk t N Flint Hills Resources 9 11-9 n �ePo mtl� /1752 Rand Morgan Road NORTHWEST Vicinity Map Proposed 109 LF of 8 -inch water line Existing 16 -inch water line T Rand Morgan Road Tuloso Reserve Unit 1 nit Developer owned property, future phase of subdivision Existing 6 -inch dis ribution line 4i Proposed 230 LF of 6 -inch water line (blue) At N Staff Recommendation Approval AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting September 17, 2019 Second Reading Ordinance for the City Council Meeting September 24, 2019 DATE: August 19, 2019passwordl TO: FROM: Peter Zanoni, City Manager Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Interlocal Cooperation Agreement (ILA) With Texas A&M University — Corpus Christi (TAMUCC) Public Safety Support for Urban Traffic Management flight test event CAPTION: Resolution authorizing execution of an Interlocal Cooperation Agreement (ILA) with Texas A&M University - Corpus Christi (TAMUCC) for police and fire support for the Lonestar Unmanned Aerial System (UAS) Center of Excellence & Innovation and NASA's Urban Traffic Management (UTM) flight test event. SUMMARY: This ILA documents the terms of an agreement between TAMUCC and the City for the UAS and UTM flight test event. BACKGROUND AND FINDINGS: Texas A&M University Corpus Christi (TAMUCC) was selected to conduct this test event as the culmination of a five-year effort by NASA to develop and test for the creation of an Unmanned Aerial System (UAS) Urban Traffic Management (UTM) system. Lone Star UAS is one of two sites selected from seven FAA -designated test sites to test the behavior of UAS in complex, urban environments. The goal of this event is to combine the complex technologies of UTM hardware and software to ensure their safe use in avoiding collisions and landing among existing structures and modes of transportation present in cities. During the time frame of July 25-26, 2019, July 29-31, 2019, August 9, 2019, August 12-16, August 19-23, the University and NASA's UTM team completed 5 test scenarios in downtown Corpus Christi to assess UAS Traffic Management capabilities in an urban environment. The team conducted flights with up to 10 live Unmanned aircraft Systems in the air and up to 15 simulated systems simultaneously in a series of controlled environment events along pre- determined paths. This ILA defines TAMUCC's responsibility for paying for public safety support from the police and fire departments during the test scenarios and outlines the scope of work for the participating officers and firefighters. The University agrees to pay the City $54.96 per hour per police officer, not to exceed $86,070, and the per hour cost of each fire fighter, not to exceed $65,600 for 5 scenarios as developed by TAMUCC. ALTERNATIVES: None FISCAL IMPACT: The funds that the City will receive from the Texas A&M University Corpus Christi will be deposited to the into the Police and Fire General Funds. An amount not to exceed $86,070 will be deposited into the Police General Fund and an amount not to exceed $65,600 will be deposited into the Fire General Fund. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: The Police General Fund will provide the overtime and Texas A&M will reimburse according to the contract. RECOMMENDATION: Staff recommends approval to execute the Interlocal Cooperation Agreement. LIST OF SUPPORTING DOCUMENTS: Interlocal agreement Resolution Resolution authorizing execution of an Interlocal Cooperation Agreement (ILA) with Texas A&M University - Corpus Christi (TAMUCC) for police and fire support for the Lonestar Unmanned Aerial System (UAS) Center of Excellence & Innovation and NASA's Urban Traffic Management (UTM) flight test event. Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or designee is authorized to execute an Interlocal Cooperation Agreement with Texas A&M University — Corpus Christi for police and fire support for the Lonestar Unmanned Aerial System (UAS) Center of Excellence & Innovation and NASA's Urban Traffic Management (UTM) flight test event. SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. PASSED AND APPROVED on the day of , 2019: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor 2 AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: September 5, 2019 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinNcctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 Amendment No. 3 to the Service Agreement for Preventative Maintenance of Breakpoint Chlorination System at Oso Water Plant CAPTION: Motion authorizing Amendment No. 3 to the current Service Agreement with Grace Water Services, LLC for preventative maintenance and upgrades to equipment which removes ammonia from the wastewater effluent discharge as required by the Texas Commission on Environmental Quality (TCEQ) compliance regulations at the Oso Wastewater Treatment Plant, for an amount not to exceed $446,522.00, increasing the Service Agreement value to $1,126,208.00, for an additional two-year term effective August 13, 2019, with funding available through the FY 2019-2020 Wastewater Fund. SUMMARY: This motion authorizes an Amendment to the current Service Agreement with Grace Water Services, LLC for preventative maintenance and equipment upgrades to the Oso Wastewater Treatment Plant for an amount not to exceed $446,522.00 with funding available through the FY 2019-2020 Wastewater Fund. These services are necessary to remove ammonia from the wastewater effluent discharge as required by TCEQ. BACKGROUND AND FINDINGS: The TCEQ-issued discharge permit for Oso Wastewater Treatment Plant did not require ammonia be removed from the wastewater effluent before October 2013. A Breakpoint Chlorination (BPC) System was designed and constructed before then to maintain compliance with this ammonia limitation requirement. The system requires massive volumes of chlorine and is the only BPC system at a wastewater treatment plant in Texas. Due to the complexity of the process control system, the reliance upon multiple analyzers, and the continuous maintenance necessary to maintain reliable operation, the City entered into a maintenance Service Agreement in 2015. The City developed a long-term vision to upgrade the Plant with more cost-effective technology to remove ammonia from the wastewater through a biological nutrient removal process and, ultimately, with less chemical requirements. The engineering design for this upgrade is planned for FY19-20, with construction expected in FY22-23. This motion authorizes an Amendment to exercise the additional two-year period of the Service Agreement for continuation of preventative maintenance, installation of a backup chemical storage tank for higher flow periods, controller equipment upgrades to improve the monitoring and functioning of the chemical feed system and prevent excess use of chemicals. LNV, Inc. was contracted by the City in 2010 to develop and design a process, referred to as Breakpoint Chlorination (BPC), at the Oso Water Reclamation Plant to remove ammonia from the wastewater to meet stringent permit requirements for ammonia discharges that were implemented in October 2013 by the TCEQ. The removal of ammonia from wastewater effluent discharge was not required prior to 2013. BPC is the process of feeding high dosages of sodium hypochlorite (i.e., concentrated bleach) to oxidize/remove the excess ammonia in the wastewater effluent prior to discharge. The system is very chemical -intensive and uses sodium hypochlorite to remove ammonia from the wastewater, and then the remaining chlorine residual in the effluent water must be removed with another chemical (sodium bisulfate) before it is discharged. The BPC system at Oso WRP is an interim solution to maintain compliance with the TCEQ ammonia limitation requirement. It is the only BPC system at a wastewater treatment plant in Texas and is probably the largest BPC system in the United States. To improve operations and reduce chemical requirements, a long-term biological nutrient removal process has been planned, with the engineering design start expected in FY20, and construction expected in FY22-23. This Amendment is for the additional two-year option period of the Service Agreement for continuation of preventative maintenance, installation of a backup chemical storage tank for higher flow periods, and controller equipment upgrades to improve the monitoring and functioning of the chemical feed system and prevent excess use of chemicals. ALTERNATIVES: An alternative to amending this service agreement would be to not extend the current agreement, and instead issue a new solicitation; however, a new process may require the system in place be replaced. FISCAL IMPACT: Funds are available in the FY 2019-2020 Wastewater Fund for this Amendment to the current Service Agreement with Grace Water Services, LLC for preventative maintenance and equipment upgrades to the Breakpoint Chlorination System at Oso Wastewater Treatment Plant, which removes ammonia from the wastewater effluent discharge as required by the Texas Commission on Environmental Quality (TCEQ) compliance regulations, for an amount not to exceed $446,522.00, increasing the Service Agreement value to $1,126,208.00, for an additional two-year term effective August 13, 2019. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: 4200 (Wastewater) 33110 (Oso Wastewater Plant) 064 (Treat Wastewater) N/A 530215 (Maintenance & Repairs -Contracted) Staff recommends approval of this motion authorizing an Amendment for an additional two- year option period to the maintenance Service Agreement for the monitoring and functioning of the Breakpoint Chlorination System at the Oso Wastewater Treatment Plant. LIST OF SUPPORTING DOCUMENTS: Amendment No.3 — Preventative Maintenance of the Breakpoint Chlorination System Service Agreement Amendment City of Corpus Christi Contracts and Procurement Department Date: July 24, 2019 Service Agreement No.: Preventative Maintenance of the Breakpoint Chlorination System Reference: N/A Amendment No, 3 Service Agreement Current Not to Exceed Value: $679,686 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City. and Grace Water Services, LLC, hereinafter referred to as the Contractor, do hereby make and enter into this amendment (the "Amendment') which, together with the Preventative Maintenance of the Breakpoint Chlorination System Service Agreement (the "Agreement") and all other duly executed amendments, constitutes the entire agreement between the City and the Contractor. Section 2, Terni of the Agreement is amended to exercise the second and final two-year option term under the Agreement. The term is revised as follows: 1. Current Agreement Term: 08113/2015 08/12/2019 2, Revised Agreement Terra: 08/13/2015 — 08112/2021 Section 3. Compensation and Payment of the Agreement is amended, effective through the end date as follows: Increases the value of the Agreement by an amount not to exceed $446,522 for the additional term, backup tank, necessary equipment upgrades, and preventative maintenance required for public health and safety as shown in Amendment 3 — Quote; which is attached hereto and incorporated by reference, with a revised value of this Agreement not to exceed $1,126,208, The Contractor and the City agree to and shall abide by all terms and conditions of the original Agreement and an amendments to that Agreement, to the extent they aro not in conflict with the terms of this Ar nd 12 r ',011 ario Zanelli Date Grace Water Services, LLC Kim Baker Date Director of Contracts and Procurement City of Corpus Christi, Texas APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Amendment 3 - Quote Grace Water Services, LLC 19406 Little Pine Lane Katy, Texas 77449 251 851-5544 mzanell i©gracewaterservices. net DATE: Project: Engineer: Bid Date: N/A Aug, 01 2019 (2 -year renewal) OSO Water Reclamation Treatment Plant N/A. Bid Proposal: TERMS: In order to secure pricing of parts, materials, and travel. 100% at order entry. PRICING: Indicated per bid item. EXCLUSIONS: Itemized per bid item. ADDENDUMS: None received. EQUIPMENT: Chemtrac, Keco Pumps, Force Flow, GE Fanuc 2 Year extension for the preventive maintenance service for the break-point chlorination equipment feed system. GWS Page 1 of 2 Project: OSO Water reclamation treatment plant Engineer: NIA Bid Date: AUG 2019 Equipment Section: 050 West, East, Bisulfite, Junction, and Effluent Item Qty Description (Price $48,000.00 #1 14 Total Chlorine Probes 2 -year replacement units. #2 13 Free Chlorine Probes $46,000.00 #3 10 PH probes $32,000.00 #4 8 IORP Probes $26.000.00 I #5 lot IChemtrac controller parts. Probes Cables, membrane caps. $18,000.00 ( $6,000.00 #6 lot #7 12 Keco peristaltic replacement hoses ( $16,000.00 #8 4 Keco pumps replacement connection parts ( $4,000.00 #9 24 PM visits (one per Month) I $96,000.00 #10 1 Bisulfate 6510 bulk tank with insulation, heat trace, reverse float indicator, and 120 -mile wind restrain. Concrete Bulk tank anchors $38,000.00 #11 #12 (1 lot (Ultrasonic level transmitters with 4-20mA output I $6,600.00 Installation PVC parts, Valves, and clamps $14,500.00 #13 lot Sodium bisulfate Pipe insulation $12,000.00 I 4114 lot HMI graphic changes and control adjustments I $22,000.00 #15 lot (Installation labor, and expenses GE Fanuc replacement spare Parts $14,000.00 I I $14,000.00 #16 lot 4117 lot Chemical feed Mag flow meters $15,422.00 #18 2 Spare Peristaltic Chemical fee pumps $18,000.00 Total ( $446,522.00 Note: Prices reflect cost plus a 15% markup. Part are all sourced by third party vendors most inside the US with the exception of the probes which are from England. Thank you for the opportunity to present this proposal. If we can be of any further service, please do not hesitate to call on us. Sincerely, Grace Water Services, LLC Mario Zanell SERVICE AGREEMENT FOR PREVENTATIVE MAINTENANCE OF THE BREAKPOINT CHLORINATION SYSTEM Service Agreement No. THIS Preventative Maintenance of the Breakpoint Chlorination System Service Agreement (this "Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), acting by and through its City Manager or his designee ("City Manager"), and Grace Water Services, LLC ("Contractor"), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Preventative Maintenance of the Breakpoint Chlorination System; follows: WHEREAS the City has determined Contractor to be the sole service provider; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as 1. Services. Contractor shall provide Preventative Maintenance of the Breakpoint Chlorination System in accordance with Quotation No. 0109280S0 dated 4/27/2015 ("Services"), which is incorporated by reference into this Agreement as Exhibit "A". 2. Term. This Agreement is for a term of two (2) years, commencing on the date signed by the City Manager and continuing for twenty-four (24) months thereafter. The term includes an option to extend for up to two (2) additional two-year periods subject to the approval of the Contractor and the City Manager. 3. Payment. Payment terms are net 30 days after the goods are provided or services are completed, as required, or a correct invoice is received, whichever is later. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of the Contractor's notices and communications regarding this Agreement must be directed to the Contract Administrator, who serves as the Wastewater Department Contract Administrator, unless indicated otherwise in this Agreement. 5. Independent Contractor. Contractor shall perform the Services hereunder as an independent contractor and furnish such Services in its own manner and method, and under no circumstances will any employee, agent, or representative of the Contractor be considered an employee of the City. 6. Insurance. Before Services can begin under this Agreement, the Contractor's insurance company must deliver a Certificate of Insurance as proof of the required insurance coverages to the Contract Administrator. Additionally, the certificate must state that the Wastewater 06/05/2015 11:41 8325930801 POSTA:PLUS PAGE 03 Department Contract Administrator and the City's Risk Manager will be given at least thirty (30) days' notice of cancellation, material change in the coverages, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request to Contractor. 7. Assignment. No assignment of this Agreement nor any right or interest herein held by the Contractor is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is the essence of this Agreement, and the City's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends each September 30th) is subject to budget approval and appropriations providing for such contract item as an expenditure in the fiscal budget. The City does not represent that a budget item for this Agreement will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of' each fiscal budget. 9. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all applicable federal, state and local taws. All duties of the parties will be performed in Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas, and the forum and venue for such disputes is the appropriate district or county court in and for Nueces County, Texas. 11. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Wastewater Department Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 12. Amendments. This Agreement may be amended only in writing and signed by persons authorized to execute the same by both parties 13. Termination. A. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in this Agreement and its exhibits. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the uunlral'.LUr nas 11UL L;UrCU WILrUn Lr1C L:Urc pCiiuu. SLLLLCU 111 Lr1C L1Ul1VC, U1C l.11y 1v, anag'CI may terminate this Agreement immediately thereafter. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. 06/05/2015 11:41 8325930601 POSTA:PLUS PAGE 04 B. Alternatively, the City may terminate this Agreement without cause upon twenty (20) days' advance written notice to the Contractor. However, the City may terminate this Agreement upon twenty-four (24) hours' advance written notice to the Contractor for the Contractor's failure to pay any required taxes or to provide proof of payment of taxes as set out in this Agreement. The Contractor may terminate this Agreement upon ninety (90) days' advance written notice to the City. 14. Taxes. The Contractor covenants to pay all applicable federal and state payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other taxes in accordance with Circular E "Employer's Tax Guide", Publication 15, as it may be amended, Upon request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. 15. Drug Policy. The Contractor must adopt and enforce a "Drug Free Workplace" policy. 16. Violence Policy. The Contractor must adopt and enforce a "Violence in the Workplace" policy. 17. Notice. Notice must be given by personal delivery, facsimile (fax), or by certified mail, postage prepaid and return receipt requested, and is deemed received on the date hand -delivered or faxed, with proof of accepted transmission, and on the third day after deposit in the U.S. mail if sent certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attention. Wastewater Department Contract Administrator P. O. Box 9277 Corpus Christi, Texas 78469-9277 2726 Holly Rd. Corpus Christi, Texas 78415 Fax # (361) 826-1715 TF TO CONTRACTOR: Contractor Name: Grace Water Contact Person: Mario Zanelli. Mailing Address: 19406 Little City, State, ZIP: Katt/ TX Physical Address. City, State, ZIP: Fax 4. 18. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Preventative Maintenance of the Breakpoint Chlorination System Service Agreement upon expiration of the original contract term or any extension period, the Contractor shall continue to provide goods/services under this Agreement at the most current price, in 06/05/2015 11:41 8325930801 POSTA:PLUS PAGE 05 accordance with the terms and conditions of this Agreement or extension, on a month-to-month basis not to exceed six months. Any month-to-month provision of goods/services by the Contractor under this Agreement automatically terminates on the effective date of a new contract. 18. Severability. Each provision of this Agreement is severable and if, for any reason, any provision or any part thereof is determined to be invalid and contrary to any applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF LOSS OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. 06/05/2015 11:41 8325930801 POSTA:PLUS PAGE 06 CITY OF CORPUS CHRISTI Signature: Contractor: Grace ervices LLC Signature: Printed Name• Mario Zanelli Title: Owner Date: _06-03-2015_ Printed Name: Title: Date: incorporated by Reference: Exhibit A.: Contractor's Quotation No. 01.09280S0 (Available upon request) Exhibit B: Insurance Requirements (Available upon request) Exhibit C: Disclosure of Interest (Available upon request) Exhibit D: Business Designation Form (Available upon request) Exhibit E: Service Agreement Standard Provisions (Available upon request) AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: TO: September 9, 2019 Peter Zanoni, City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Dan Grimsbo, Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 Master Services Agreement Citywide Lift Station Repairs FY2019 (Capital Improvement Program) CAPTION: Motion awarding a one-year Master Services Agreement (MSA) with two one-year option periods, to Alan Plummer Associates, Inc. for engineering design services to repair and upgrade Lift Stations citywide, for a total amount not to exceed $700,000.00 over the next three years, effective upon issuance of notice to proceed, with funding available from Wastewater Capital Reserve Funds. SUMMARY: This motion would authorize a one-year MSA with two one-year option periods to Alan Plummer Associates, Inc. for a total amount not to exceed $700,000. These engineering design services are necessary to repair and upgrade lift stations citywide. BACKGROUND AND FINDINGS: The City maintains 102 Lift Stations that convey waste to the six Wastewater Treatment Plants. Many Lift Stations have operational issues and maintenance costs inherent with the caustic and corrosive wastewater environment, in addition to continuous operation of the equipment. This MSA provides professional engineering services to assess and design improvements to Lift Stations that will be identified and prioritized by City staff. The ultimate goals are to extend the service life of Lift Stations by at least 20 years, maintain TCEQ regulatory compliance, improve operational capabilities, reduce overflows, and reduce maintenance and repair costs. Project No: 19029A 1 MVV/LH Legistar No.: 19-1045 Rev. 7— 9/06/2019 The Citywide Lift Station Repairs program was developed in 2008 to strategically identify, prioritize, and implement capital improvements in a phased approach within available funds in the Capital Improvement Plan. Each fiscal year, the most critical improvements and lift stations are identified and factored with the most cost-effective impact. Nineteen (19) Lift Stations were addressed through the previous three-year design contract that was awarded in Fiscal Year 2016. This MSA is proposed for up to a 3 -year term with individual Task Orders to complete the work. The first year includes evaluating additional Lift Stations to assess existing conditions and provide prioritized recommendations for improvements for the design and construction of the next group of lift stations in the subsequent two fiscal years. Task Orders will be administratively approved by the Director of Engineering Services based on specific scope, performance schedule, and fees. Alan Plummer Associates, Inc. was selected for this project in May 2019 under RFQ 2019-01, and there were 6 proposers that responded to the request for qualifications. The previous contract was held by Urban Engineering in Fiscal Year 2016. The selection committee with representatives from Water Utilities and Engineering Services recommended Alan Plummer Associates, Inc. as most qualified based on five factors: 1) experience of the firm, 2) experience of key personnel with specific experience with municipal lift stations and wastewater collections systems, 3) project approach and management plan, 4) capacity to meet the project requirements and timelines, and 5) past performance. ALTERNATIVES: Any alternative to awarding the contract to Alan Plummer Associates, Inc. will delay the implementation of the City's strategic plan to reduce wastewater operating and capital costs and to eliminate potential overflows in accordance with TCEQ regulatory requirements. FISCAL IMPACT: This is budgeted yearly in the City's Wastewater Capital Program budget with funds coming from the Wastewater Capital Reserve Fund 4510. This MSA to Alan Plummer Associates, Inc, for up to three years with a total amount not to exceed $700,000.00, provides the City with cost -savings and efficiency measures to address operational requirements of the City's Lift Stations. The City maintains 102 Lift Stations that convey waste to the six Wastewater Treatment Plants. Many Lift Stations have recurring issues and maintenance costs inherent with the caustic and corrosive wastewater environment (e.g., irregular flows, odor control) in addition to continuous operation of the equipment. This MSA provides professional engineering services to assess and design improvements to Lift Stations that will be identified and prioritized by City staff. This MSA is critical to extend the service life of Lift Stations by at least 20 years, improve operational capabilities, reduce overflows, maintain TCEQ regulatory compliance, and reduce maintenance and repair costs. Funding Detail: Fund: Wastewater Capital Reserve Fund 4510 Project No.: 19029A Account: 550950 Activity: 19029 -A -4510 -EXP Project No: 19029A 2 MVV/LH Legistar No.: 19-1045 Rev. 7— 9/06/2019 RECOMMENDATION: Staff recommends awarding the Master Services Agreement to Alan Plummer Associates, Inc. LIST OF SUPPORTING DOCUMENTS Agreement Project No: 19029A 3 MVV/LH Legistar No.: 19-1045 Rev. 7— 9/06/2019 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) 19029A - Citywide Lift Station Repair FY2019-2020 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) and Alan Plummer Associates, Inc., a Texas corporation, 5934 South Staples Street, Suite 220, Corpus Christi, Nueces County, Texas 78413, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — PROJECT TASK ORDER 2 ARTICLE II — COMPENSATION 3 ARTICLE III — QUALITY CONTROL PLAN 4 ARTICLE IV — INSURANCE REQUIREMENTS 4 ARTICLE V - INDEMNIFICATION 4 ARTICLE VI — TERM; RENEWALS; TIMES FOR RENDERING SERVICE 5 ARTICLE VII - TERMINATION OF AGREEMENT 5 ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX — OWNER REMEDIES 7 ARTICLE X — CONSULTANT REMEDIES 8 ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XII — MISCELLANEOUS PROVISIONS 9 Master Services Agreement 1 of 11 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order as shown in Exhibit A shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as an exhibit to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. Master Services Agreement 2of11 It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.9.2 Utilities that should be identified include, but are not limited to, City -owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $700,000.00. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not -to -exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Consultant shall submit a proposal to the City, which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule with their proposal. The rate schedule shall remain confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. 2.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: Master Services Agreement 3 of 11 DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $700,000.00 Task 1 — TBD TBD Task 2 — TBD TBD Task 3 — TBD TBD Task 4 — TBD TBD Task 5 — TBD TBD Task 6 — TBD TBD Master Services Agreement 3 of 11 2.7 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.8 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 2.9 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. ARTICLE III — QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance -quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV — INSURANCE REQUIREMENTS 4.1 Consultant must not commence work under this Agreement until all required insurance 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V - INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results 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 Master Services Agreement 4of11 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 or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. 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. ARTICLE VI — TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of three (3) years beginning on the Effective Date. The Agreement may be renewed for u. to one r rcncwal o .tions upon mutual agrccmcnt of thc partics to bc cvidcnccd in writing prior to thc cxpiration datc of thc prior tcrm. Any rcncwals shall bc at thc samc terms and conditions, plus any approved changes. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: Master Services Agreement 5of11 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, Master Services Agreement 6 of 11 subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. 9.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate when other remedies are not available or offered for design deficiencies discovered during and after Project construction. 9.3 When the City incurs non -value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non -value added work costs incurred by the City; and (4) Deadline for Consultant's response. 9.4 The Consultant may be required to revise bid documents and re -advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. Master Services Agreement 7 of 11 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution (ADR) process set forth herein, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. Master Services Agreement 8 of 11 This step shall be a condition precedent to the use of any other ADR process. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR process contained herein. 11.2.3 Mediation 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 11.4 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant 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. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, Master Services Agreement 9 of 11 pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. 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. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 12.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/index 12.11 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 12.12 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the Master Services Agreement 10 of 11 invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.13 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. 12.14 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. CITY OF CORPUS CHRISTI ALAN PLUMMER ASSOC TES INC. ?A7//p Jeff H. Edmonds, P.E. Date Mary C. Poillo, P.E. Date Director of Engineering Services Principal 5934 South Staples Street, Suite 220 Corpus Christi, TX 78413 (361) 356-8412 Office mportillo(c�apaienv.com APPROVED Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Fund Name Accounting Unit Account No. Activity No. Amount WW Cap Res 4510-043 550950 19029 -A -4510 -EXP $700,000.00 Total $700,000.00 Master Services Agreement 11 of 11 EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2019 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI ALAN PLUMMER ASSOCIATES, INC. Jeff H. Edmonds, P.E. Date Mary C. Portillo, P.E. Director of Engineering Services Principal 5934 South Staples Street, Suite 220 Corpus Christi, TX 78413 (361) 356-8412 Office mportillo@apaienv.com Date EXHIBIT A SAMPLE TASK ORDER PAGE 1 OF 1 EXHIBIT B CONSULTANT PROPOSAL SCOPE OF PROFESSIONAL SERVICES 19029A — CITYWIDE LIFT STATION REPAIR This proposal for the Master Services Agreement (MSA) is a response to CIP Project No. 19029A Citywide Lift Station Repair. It provides a representative scope of professional services that will be used to develop specific Task Authorizations. This MSA allows the Engineer to assist City Staff in addressing ongoing and impending improvements for lift station facilities. Typical improvements include, but are not limited to, prioritization of improvements, assessment, repair, upgrade, demolition/elimination, rehabilitation, and new construction of lift stations throughout the City. Engineer's tasks could include, but are but not limited to: • Project Management • Coordination with Subconsultants • Condition assessment of existing lift stations • Assessment and evaluations for force main improvements • Prioritization of lift stations and lift station repairs • Evaluation of lift station equipment, accessories, and products • Coordinating with City staff for knowledge sharing on existing issues and concerns • Field Inspections • Lift Station Capacity Analyses • Lift Station Elimination Studies and Evaluation of Lift Station Relief Alternatives • Lift Station Relocation Evaluations • Evaluations for Safety, Security, and TCEQ Compliance • Evaluations for flood protection • Evaluation of site improvements • Designs for odor control systems • Coordination for physical modeling • Site surveying / Laser Scanning/ 3D Models • Design Phase Services — Preparation of Plans, Specifications, and Cost Estimates • Bidding Phase Services • Construction Phase Services • Permitting/Agency Approvals • Coordination with Electrical Service Providers The Engineer shall not perform any task or incur project cost without an approved Task Authorization. Task Authorization proposals shall be developed by the Engineer at the request of the City on an as -needed basis. These task authorizations may vary considerably in size and scope. The Engineer will be responsible for preparing a detailed scope and anticipated fee estimate for each Task Authorization. All services under this MSA will be defined in Task Authorizations. Each Task Authorization will be negotiated individually on a Time and Materials (T&M) or lump sum basis. Time and Material work shall be invoiced based on the attached rate schedule. See Exhibit B-1 for Rate Schedule. EXHIBIT B Page 1 of 2 This project is intended to be a three-year contract with a not -to -exceed amount of $700,000. All Task Authorizations and renewals will be issued administratively, subject to satisfactory consultant performance and availability of funds. SCHEDULE The project is a base contract with two optional renewals, administratively authorized at the City's discretion. All Task Authorizations will include an independent implementation schedule. FEES Services will be provided on a lump sum or T&M basis, which will be associated with specific Task Authorizations. Negotiated fees will be authorized through each task authorization detailing an associated scope of work and schedule. For services provided on a lump sum basis, monthly invoices will be provided by the Engineer based on percent completion of the agreed upon services. The Director of Engineering Services, or his designee, is responsible for approving task authorizations and approving percent completion based on the anticipated fee and project schedule. The Engineer is required to submit monthly invoices to Engineering Services for payment. For services provided on a T&M basis, monthly invoices will be provided by the Engineer based on actual working hours at agreed upon hourly rates (see Exhibit B-1) and associated expenses. The Director of Engineering Services, or his designee, is responsible for approving Task Authorizations to the Engineer and approving invoiced hours. The Engineer is required to submit a detailed and approved man-hour breakdown with monthly invoices to Engineering Services for payment. Sincerely, Date 6-6-2019 Mary Portillo, P.E. Principal EXHIBIT B Page 2 of 2 ALAN PLUMMER ASSOCIATES, INC. ENVIRONMENTAL ENGINEERS AND SCIENTISTS EXHIBIT B-1 CONFIDENTIAL HOURLY RATE SHEET 2019 Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. Staff Description Staff Code 2019 Rate Admin Staff A1 -A3 $ 90.00 Senior Admin Staff A4 $ 120.00 Designer/Technician C1-02 $ 90.00 Designer/Technician C3 $ 115.00 Senior Designer/Technician C4 $ 140.00 Electrical Engineer EE1 $ 145.00 Senior Electrical Engineer EE2 $ 280.00 Engineer/Scientist Intern ESO $ 60.00 Engineer-in-Training/Scientist-in-Training ES1-ES2 $ 110.00 Engineer-in-Training/Scientist-in-Training III ES3 $ 125.00 Project Engineer/Scientist ES4 $ 140.00 Senior Project Engineer/Scientist ES5 $ 170.00 Project Manager ES6 $ 200.00 Senior Project Manager ES7 $ 240.00 Principal ES8-ES9 $ 305.00 Billing rates may be adjusted by up to 4 percent annually (at the beginning of each calendar year) during the term of this agreement. A multiplier of 1.15 will be applied to all direct expenses A technology charge will be billed at $5 per labor hour. FlatRate_2019 O E Q) O Et E Q m E E (0 >, co co fl U c 0 U W COMPLETE PROJECT NAME Revised 02/01/17 X Ln X Xr z z V d .V O > a_ Invoice Date 01/01/2017 f4 O H w 0 0 ca) m .� O c > U c N 0 Z 0 Z E 0 O U Basic Services: 0 0 0 0 0 25.0%I 0 0 TBDI TBDI TBDI 10.5% 0 10.5%I 23.1% O O O O co 0 O 0 EA O O O co O O O O O $0.00 O O O O O LC) O O CO O O 00 ft O Cr) N- O O O N Ef} E9 E9 O O O (0 09 0 EA 0 69 00000 TBD TBD 0 O O O O O O O O O TBD TBD TBD $4,247.00 O 0 0 0 O O O O O O O O O O O O O O O O O O 0 09 O O 0 00 © f. N- E!? O f— O� O� N- (D f• --N 0) M Lf) L() 4. 0 69- 09 E9 09- 09 E9 09 09 09 O O O r 09 O O LL) r 09 O O O O O O LC) N Ef} O 0 (C) H? O 0 O 0 TBDI TBDI TBDI 100.000$ O O LC) N 09 100.000$ O O © M Ef} O O O O $0.00 O 0 O 0 EA O $0.00 O TBD TBD TBD $0.00 O O r` N C0 r 09 O $0.00 0 O 0r r 09- O O O O $1,120.00 O O TBD O O 00 ft O 09 0 E9 O O O N Ef} E9 E9 O O O (0 09 0 EA 0 69 00000 TBD TBD TBD O O O N 69 O OO O C0 09 O O O TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 09 0 0 0 O 0 09 0 E9 0 O 0 00 0 O 0 O69- O E9 EA 69 0 0 o O r EA 0 0 o O M EA 0 0 0 ti te 0 0 o Ln M EA 0 0 o N 00 EA 0 0 o 0 N EA 0 0 o r r EA 0 0 ti 01 CO r EA TBD TBD TBD $4,747.001 $8,250.00 $4,747.00 0 0 00) N r EA O O 0 69- O O 0 69- O O 0 LC) N O O 0 O O r O O 0 LC) N r EA 0 O 0 EA 0 O 0 09- 0 O N CD(D r 09 TBD TBD TBD O O ti N r 69 O O o LC) N r 09 O O r` N C0 r 09 O O r - 00 N 69 000009 0 Ef} 0 O 0r r 09- 0 Ef} 0 Ef} $1,000.00 O O Ef} $1,120.00 O O Ef} TBD TBD TBD O o N r 09 O O O 0 r ua $1,120.00 O O N r N to o O O OO r Ef} O O O N Ef} 00.005$ $2,500.00 O O O (0 09 O O O N 09 O O tn TBD TBD TBD O O O N 69 O OO O C0 09 $2,000.00 O 09 Preliminary Phase Design Phase a) L 0 Construction Phase Subtotal Basic Services Additional Services: 0) m 0 Warranty Phase O 0 a) 0 c Platting Survey 0 & M Manuals O U U) Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees Q) Exhibit C Page 1 of 1 EXHIBIT D Insurance Requirements 1.1 Consultant must not commence work under this agreement until all required insurance 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. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions 1 Rev 04/17 and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 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. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 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: 1.6.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City with the exception of the professional liability/Errors & Omissions policy; 1.6.2 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; 1.6.3 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.4 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of 2 Rev 04/ 17 coverage, Consultant shall notify City of such lapse in coverage and 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. 1.8 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 withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 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 agreement. 1.10 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 agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 3 Rev 04/ 17 rrrr� City of Corpus Christi SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. /� 1 COMPANY NAME: AbpA/010Pio,,,�M & A S S'c. MTYS Inc. P. O. BOX: STREET ADDRESS: 3-93 9 s . Styles CITY: ed,rrus Clj rYc { , ZIP: 9 % 3 FIRM IS: 1. Corporation 2. Partnership _ 3. Sole Owner ❑ 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Depai huent (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A EXHIBIT "E" Page 1 of 2 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. p Certifying Person: (Type or Print) Signature of Certifying Person: Title: Date: ' 5 PI 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. EXHIBIT "E" Page 2 of 2 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1— Definitions and Terminology 2 Article 2 — Preliminary Matters 8 Article 3 — Contract Documents: Intent, Requirements, Reuse 8 Article 4 — Commencement and Progress of the Work 9 Article 5 — Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions 9 Article 6 — Bonds and Insurance 10 Article 7 — Contractor's Responsibilities 10 Article 8 — Other Work at the Site 10 Article 9 — Owner's and OPT's Responsibilities 10 Article 10 — OAR's and Designer's Status During Construction 11 Article 11— Amending the Contract Documents; Changes in the Work 13 Article 12 — Change Management 13 Article 13 — Claims 14 Article 14 — Prevailing Wage Rate Requirements 16 Article 15 — Cost of the Work; Allowances; Unit Price Work 16 Article 16 — Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 16 Article 17 — Payments to Contractor; Set -Offs; Completion; Correction Period 16 Article 18 — Suspension of Work and Termination 16 Article 19 — Project Management 16 Article 20 — Project Coordination 16 Article 21— Quality Management 17 Article 22 — Final Resolution of Disputes 17 Article 23 — Minority/MBE/DBE Participation Policy 17 Article 24 — Document Management 17 Article 25 — Shop Drawings 17 Article 26 — Record Data 20 Article 27 — Construction Progress Schedule 21 Article 28 — Video and Photographic documentation 21 Article 29 — Execution and Closeout 21 Article 30 — Miscellaneous 22 EXHIBIT F Page 1 of 22 ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date —The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; EXHIBIT F Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; EXHIBIT F Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. EXHIBIT F Page 4 of 22 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. EXHIBIT F Page 5 of 22 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, EXHIBIT F Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. EXHIBIT F Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. EXHIBIT F Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. EXHIBIT F Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6 — BONDS AND INSURANCE ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES ARTICLE 8 — OTHER WORK AT THE SITE ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. EXHIBIT F Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. EXHIBIT F Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. EXHIBIT F Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12 — CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work EXHIBIT F Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self -performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13 — CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. EXHIBIT F Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. 1. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. EXHIBIT F Page 15 of 22 ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK ARTICLE 16 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION ARTICLE 19 — PROJECT MANAGEMENT ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. EXHIBIT F Page 16 of 22 ARTICLE 21— QUALITY MANAGEMENT ARTICLE 22 — FINAL RESOLUTION OF DISPUTES ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24 — DOCUMENT MANAGEMENT ARTICLE 25 — SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. EXHIBIT F Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. EXHIBIT F Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. EXHIBIT F Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26 — RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop EXHIBIT F Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27 — CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29 — EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. EXHIBIT F Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and S. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30 — MISCELLANEOUS END OF SECTION EXHIBIT F Page 22 of 22 AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: September 9, 2019 TO: Peter Zanoni, City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Dan Grimsbo, Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 Master Services Agreement Wastewater Treatment Plants and Lift Stations SCADA Improvements CAPTION: Motion awarding a three-year Master Services Agreement (MSA) to develop the master plan for a centralized wastewater control and monitoring system to allow operation of the City's six Wastewater Treatment Plants and 102 Lift Stations from one location, to Signature Automation, LLC of Addison, Texas, for a total amount not to exceed $600,000.00, effective upon issuance of notice to proceed, with funding available from the Wastewater Capital Reserve Fund SUMMARY: This motion authorizes a three-year MSA with Signature Automation, LLC for a total amount not to exceed $600,000. This MSA is to develop a master plan for a centralized control and monitoring system of the City's six Wastewater Treatment Plants and 102 Lift Stations from one location. BACKGROUND AND FINDINGS: The City has six Wastewater Treatment Plants and 102 Lift Stations. The current system is not installed in every wastewater facility, not integrated to a centralized location, and relies on outdated technology that is no longer manufactured, which makes system repairs very difficult. This MSA will be used to develop a master plan for a centralized control and monitoring system of the City's six Wastewater Treatment Plants and 102 Lift Stations, with goals of saving money by reducing manning requirements at the Plants and earlier response to wastewater collection system issues through remote control and monitoring. The initial focus area will be the Oso WWTP and associated basin, which accounts for nearly 50% of the City's daily wastewater treatment. This MSA also provides capability for tasks such as design and construction oversight Project No: 18082A 1 MVV/LH Legistar No.: 19-1087 Rev. 8 — 9/6/2019 of stand-alone SCADA instrumentation projects, preparation of cost estimates for future planned projects, design of electrical and communication system improvements, and other related technical support. Signature Automation, LLC was selected for this project in May 2019 under RFQ 2018-01. This is a new contract, and there were 16 bidders in the wastewater project category. The selection committee with two representatives from Water Utilities and two from Engineering Services recommended Signature Automation, LLC as most qualified based on five factors: 1) experience of the firm, 2) experience of key personnel with specific experience with SCADA operating systems, 3) project approach and management plan, 4) capacity to meet the project requirements and timelines, and 5) past performance. ALTERNATIVES: The wastewater system can continue to operate without centralized control, however there will be higher labor costs and lower reliability. FISCAL IMPACT: Funds for this three-year Master Services Agreement to Signature Automation, LLC of Addison, Texas, for a total amount not to exceed $600,000.00, for development of a centralized Wastewater Supervisory Control and Data Acquisition (SCADA) system for the City's six Wastewater Treatment Plants and 102 Lift Stations are available in the "Pay as you go" Wastewater Capital Reserve Fund 4510. This MSA is to develop a master plan for a centralized control and monitoring system of the City's Wastewater Treatment Plants (WWTPs) and Lift Stations, with goals of saving money by reducing manning requirements at the Plants and earlier response to wastewater collection system issues through remote control and monitoring of the Lift Stations. The initial focus area will be the Oso WWTP and associated basin, which stretches from Ocean Drive across the Southside of the City and accounts for nearly 50% of the City's daily wastewater treatment. This MSA can also address other design and construction requirements to either install or upgrade SCADA equipment in the City's wastewater system to improve operations and/or reduce maintenance and repair costs. Funding Detail: Fund: 4510 Wastewater Capital Reserve Fund (Pay-as-you-go Fund) Project: 18082A Account: 550950 Professional Services Activity: 18082 -A -4510 -EXP Terms: Base three-year contract up to an amount of $600,000 RECOMMENDATION: Staff recommends awarding the three-year Master Services Agreement contract to Signature Automation, LLC of Addison, Texas. LIST OF SUPPORTING DOCUMENTS: Agreement Project No: 18082A 2 MVV/LH Legistar No.: 19-1087 Rev. 8 — 9/6/2019 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) 18082A - Wastewater Treatment Plants & Lift Station SCADA Improvements 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) and SIGNATURE AUTOMATION, 14677 Midway Road, Suite 212, Addison, Dallas County, Texas, 75001 (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — PROJECT TASK ORDER 2 ARTICLE II — COMPENSATION 3 ARTICLE III — QUALITY CONTROL PLAN 4 ARTICLE IV — INSURANCE REQUIREMENTS 4 ARTICLE V - INDEMNIFICATION 4 ARTICLE VI — TERM; RENEWALS; TIMES FOR RENDERING SERVICE 5 ARTICLE VII - TERMINATION OF AGREEMENT 5 ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX — OWNER REMEDIES 7 ARTICLE X — CONSULTANT REMEDIES 8 ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XII — MISCELLANEOUS PROVISIONS 9 Master Services Agreement 1 of 11 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order as shown in Exhibit A shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as an exhibit to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. Master Services Agreement 2of11 It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.9.2 Utilities that should be identified include, but are not limited to, City -owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $600,000.00. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not -to -exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Consultant shall submit a proposal to the City, which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule with their proposal. The rate schedule shall remain confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. 2.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: Master Services Agreement 3 of 11 DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $600,000.00 Task 1 — TBD TBD Task 2 — TBD TBD Task 3 — TBD TBD Task 4 — TBD TBD Task 5 — TBD TBD Master Services Agreement 3 of 11 Task 6 — TBD TBD 2.7 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.8 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 2.9 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. ARTICLE III — QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance -quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV — INSURANCE REQUIREMENTS 4.1 Consultant must not commence work under this Agreement until all required insurance 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V - INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a Master Services Agreement 4of11 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 or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. 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. ARTICLE VI — TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of beginning on the Effective Datc. The Agreement may be renewed for upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same tcrms and conditions, plus any approvcd changes. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: Master Services Agreement 5of11 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, Master Services Agreement 6 of 11 subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. 9.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate when other remedies are not available or offered for design deficiencies discovered during and after Project construction. 9.3 When the City incurs non -value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non -value added work costs incurred by the City; and (4) Deadline for Consultant's response. 9.4 The Consultant may be required to revise bid documents and re -advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. Master Services Agreement 7 of 11 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution (ADR) process set forth herein, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. Master Services Agreement 8 of 11 This step shall be a condition precedent to the use of any other ADR process. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR process contained herein. 11.2.3 Mediation 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 11.4 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant 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. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, Master Services Agreement 9 of 11 pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. 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. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 12.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/index 12.11 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 12.12 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the Master Services Agreement 10 of 11 invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.13 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. 12.14 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. CITY OF CORPUS CHRISTI SIGNATURE AU ATION, LLC Jeff H. Edmonds, P.E. Date Henry J. "Ri Hidal.o, P.E. Director of Engineering Services President 14677 Midwa' • • + = uite 212 Addison, Texas 75001 (469) 619-1241 Office hjhidalgo@sig-auto.com APPROVED Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Project No. 18082A - Wastewater Treatment Plants & Lift Station SCADA Improvements Master Services Agreement, $600,000 Fund Name Acct Unit Acct No. Activity No. Amount WW Cap Reserve 4510-065 550950 18082 -A -4510 -EXP $600,000.00 Total $600,000.00 Master Services Agreement 11 of 11 EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "SIGNATURE AUTOMATION, LLC" (Consultant) dated 2019 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI SIGNATURE AUTOMATION, LLC Jeff H. Edmonds, P.E. Date Henry J. "Rick" Hidalgo, P.E. Date Director of Engineering Services President 14677 Midway Road, Suite 212 Addison, Texas 75001 (469) 619-1241 Office hjhidalgo@sig-auto.com EXHIBIT A SAMPLE TASK ORDER PAGE 1 OF 1 3 3 t,9774 ure Automation 14677 Midway Road, Suite 212, Addison, TX 75001 Phone: 469-619-1241 1 Fax: 469-619-1242 May 21, 2019 Pablo G. Martinez, P.E., C.P.M. Project Manager Engineering Department Corpus Christi, TX 78414 Subject: Corpus Christi — Wastewater System SCADA MSA Proposal Dear Pablo: This proposal for the Master Services Agreement (MSA) is a response to City of Corpus Christi Project No. 18082A — Wastewater Treatment Plants & Lift Station SCADA Improvements. It provides a representative scope of professional services which will be used to develop specific Task Authorizations. This MSA allows the Engineer to assist the City Staff in addressing ongoing and impending infrastructure challenges at existing wastewater treatment facilities. Typical improvements include but not limited to assessment, evaluation, planning, design, coordination, peer review, construction oversight and inspection for SCADA and related instrumentation, control, electrical and communication systems. Additional Engineer's tasks include but not limited to: • Master planning • Evaluating conditions of existing infrastructure and facilities • Conducting field investigations, assessments, and meeting with plant staff to prepare Prcliminary Engineering Letter Reports detailing proposed improvements ■ Assessing impact of improvements on current operating strategies, on treatment process, on maintenance, and on operating costs ■ Participating in workshops with third -party design engineers and contractors to coordinate improvements with ongoing work ■ Preparing detailed cost estimates and construction documents for instrumentation, electrical, and SCADA improvements • Conducing design review workshops • Conducting pre-bid meetings, evaluating bid results, procurement quotes, and making formal recommendations for award • Providing construction administration and technical support • Preparing and submit to city final As -Built drawings The engineer shall not perform any task or incur project cost without an approved Task Authorization. Task Authorization proposals shall be developed by the Engineer at the request of the City on as -needed basis. These task authorizations may vary considerably in size and scope. The Engineer will be responsible for preparing a detailed scope and anticipated fee estimate for each Task Authorization. All services under this MSA will be defined in Task Authorizations. Each Task Authorization will be negotiated individually on a Time and Materials (T&M) or lump sum. Time and Material work shall be invoiced based on the agreed upon rate schedule. This project is intended to be a base 3 -yr contract for a total amount of $600,000. All Task Authorization and renewals will be issued administratively, subject to satisfactory consultant performance and availability of funds. Providing automation solutions today for a better tomorrow EXHIBIT B Page 1 of 2 Lure Automation SCHEDULE The project is a 3 -yr base contract. All Task Authorizations will include an independent implementation schedule. FEES Services will be provided on a T&M or a lump sum basis, which will be associated with specific Task Authorizations. Negotiated fees will be authorized through each task authorization detailing an associated scope of work and schedule. For services provided on a T&M basis, monthly invoices will be provided by the Engineer based on actual working hours at agreed upon hourly rates and associated expenses. The Director of Engineering Services is responsible for approving Task Authorizations to the Engineer and approving invoiced hours. The Engineer is required to submit a detailed and approved man-hour breakdown with monthly invoices to Engineering Services for payment. For services provided on a lump sum basis, monthly invoices will be provided by the Engineer based on percent completion of the agreed up on services. The Director of Engineering Services is responsible for approving task authorizations and approving percent completion based on the anticipated fee and project schedule. The Engineer is required to submit monthly invoices to Engineering Services for payment. Sincerely, Rick Hidalgo, P.E. President Signature Automation, LLC Attachment(s) - Summary of Fees.xls cc: Andy Paulson, P.E. — Signature Automation Page 2 EXHIBIT B Page 2 of 2 Wastewater Treatment Plants & Lift Station SCADA Improvements CITY PROJECT NO. 18082A SUMMARY OF FEES Basic Services: Preliminary Phase Design Phase Bid Phase Construction Admin Phase Subtotal Basic Services Additional Services: Permit Prepartion Topographic Survey ROW Acquisition Survey Environmental Issues Public Meetings Construction Observation Traffic Control Signalization Improvements Warranty Phase Construction Inspection (T&M) Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total Authorized Fees Original Master Services Agreement Total Contract $0.00 $600,000.00 $600,000.00 $0.00 $0.00 $600,000.00 $600,000.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $600,000.00 $600,000.00 $0.00 $0.00 $600,000.00 $600,000.00 Council Approval Pending EXHIBIT B-1 Page 1 of 1 O E Q) O Et E Q m E E (0 >, co co fl U c 0 U W COMPLETE PROJECT NAME Revised 02/01/17 X Ln X Xr z z V d .V O > a_ Invoice Date 01/01/2017 f4 O H w 0 0 ca) m .� O c > U c N 0 Z 0 Z E 0 O U Basic Services: 0 0 0 0 0 25.0%I 0 0 TBDI TBDI TBDI 10.5% 0 10.5%I 23.1% O O O O co 0 O 0 EA O O O co O O O O O $0.00 O O O O O LC) O O CO O O 00 ft O Cr) N- O O O N Ef} E9 E9 O O O (0 09 0 EA 0 69 00000 TBD TBD 0 O O O O O O O O O TBD TBD TBD $4,247.00 O 0 0 0 O O O O O O O O O O O O O O O O O O 0 09 O O 0 00 © f. N- E!? O f— O� O� N- (D f• --N 0) M Lf) L() 4. 0 69- 09 E9 09- 09 E9 09 09 09 O O O r 09 O O LL) r 09 O O O O O O LC) N Ef} O 0 (C) H? O 0 O 0 TBDI TBDI TBDI 100.000$ O O LC) N 09 100.000$ O O © M Ef} O O O O $0.00 O 0 O 0 EA O $0.00 O TBD TBD TBD $0.00 O O r` N C0 r 09 O $0.00 0 O 0r r 09- O O O O $1,120.00 O O TBD O O 00 ft O 09 0 E9 O O O N Ef} E9 E9 O O O (0 09 0 EA 0 69 00000 TBD TBD TBD O O O N 69 O OO O C0 09 O O O TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 09 0 0 0 O 0 09 0 E9 0 O 0 00 0 O 0 O69- O E9 EA 69 0 0 o O r EA 0 0 o O M EA 0 0 0 ti te 0 0 o Ln M EA 0 0 o N 00 EA 0 0 o 0 N EA 0 0 o r r EA 0 0 ti 01 CO r EA TBD TBD TBD $4,747.001 $8,250.00 $4,747.00 0 0 00) N r EA O O 0 69- O O 0 69- O O 0 LC) N O O 0 O O r O O 0 LC) N r EA 0 O 0 EA 0 O 0 09- 0 O N CD(D r 09 TBD TBD TBD O O ti N r 69 O O o LC) N r 09 O O r` N C0 r 09 O O r - 00 N 69 000009 0 Ef} 0 O 0r r 09- 0 Ef} 0 Ef} $1,000.00 O O Ef} $1,120.00 O O Ef} TBD TBD TBD O o N r 09 O O O 0 r ua $1,120.00 O O N r N to o O O OO r Ef} O O O N Ef} 00.005$ $2,500.00 O O O (0 09 O O O N 09 O O tn TBD TBD TBD O O O N 69 O OO O C0 09 $2,000.00 O 09 Preliminary Phase Design Phase a) L 0 Construction Phase Subtotal Basic Services Additional Services: 0) m 0 Warranty Phase O 0 a) 0 c Platting Survey 0 & M Manuals O U U) Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees Q) Exhibit C Page 1 of 1 EXHIBIT C-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE TX REGISTRATION #: ($/hr) Project Consultant: CAD Technician: Clerical: Other — specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other — specify: Add additional subconsultants as needed. Exhibit C-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT D Insurance Requirements 1.1 Consultant must not commence work under this agreement until all required insurance 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. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions 1 Rev 04/17 and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 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. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 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: 1.6.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City with the exception of the professional liability/Errors & Omissions policy; 1.6.2 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; 1.6.3 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.4 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of 2 Rev 04/ 17 coverage, Consultant shall notify City of such lapse in coverage and 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. 1.8 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 withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 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 agreement. 1.10 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 agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 3 Rev 04/ 17 g0141111 SUPPLIER NUMBER TO BE ASSIGNED BY CI I'Y .... PURCHASING DIVISION Cites yof CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST 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: Signature Automation P. O. BOX: STREET ADDRESS: 14677 Midway Road, Suite 212 CITY: Addison ZIP: 75001 FIRM IS: 1. Corporation I— 2. Partnership ® 3. Sole Owner ❑ 4. Association LI 5. Other LLC DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A EXHIBIT "E" Pa ' e 1 of 2 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: Rick Hidalgo, P.E. Title: President (Type or Print) Signature of Certifying Person: LQZ-D Date: 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1— Definitions and Terminology 2 Article 2 — Preliminary Matters 8 Article 3 — Contract Documents: Intent, Requirements, Reuse 8 Article 4 — Commencement and Progress of the Work 9 Article 5 —Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions 9 Article 6 — Bonds and Insurance 10 Article 7 — Contractor's Responsibilities 10 Article 8 — Other Work at the Site 10 Article 9 — Owner's and OPT's Responsibilities 10 Article 10 — OAR's and Designer's Status During Construction 11 Article 11— Amending the Contract Documents; Changes in the Work 13 Article 12 — Change Management 13 Article 13 — Claims 14 Article 14 — Prevailing Wage Rate Requirements 16 Article 15 — Cost of the Work; Allowances; Unit Price Work 16 Article 16 — Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 16 Article 17 — Payments to Contractor; Set -Offs; Completion; Correction Period 16 Article 18 — Suspension of Work and Termination 16 Article 19 — Project Management 16 Article 20 — Project Coordination 16 Article 21— Quality Management 17 Article 22 — Final Resolution of Disputes 17 Article 23 — Minority/MBE/DBE Participation Policy 17 Article 24 — Document Management 17 Article 25 — Shop Drawings 17 Article 26 — Record Data 20 Article 27 — Construction Progress Schedule 21 Article 28 — Video and Photographic documentation 21 Article 29 — Execution and Closeout 21 Article 30 — Miscellaneous 22 EXHIBIT F Page 1 of 22 ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date —The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; EXHIBIT F Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; EXHIBIT F Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. EXHIBIT F Page 4 of 22 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. EXHIBIT F Page 5 of 22 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, EXHIBIT F Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. EXHIBIT F Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. EXHIBIT F Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. EXHIBIT F Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6 — BONDS AND INSURANCE ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES ARTICLE 8 — OTHER WORK AT THE SITE ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. EXHIBIT F Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. EXHIBIT F Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. EXHIBIT F Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12 — CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work EXHIBIT F Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self -performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13 — CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. EXHIBIT F Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. 1. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. EXHIBIT F Page 15 of 22 ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK ARTICLE 16 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION ARTICLE 19 — PROJECT MANAGEMENT ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. EXHIBIT F Page 16 of 22 ARTICLE 21— QUALITY MANAGEMENT ARTICLE 22 — FINAL RESOLUTION OF DISPUTES ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24 — DOCUMENT MANAGEMENT ARTICLE 25 — SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. EXHIBIT F Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. EXHIBIT F Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. EXHIBIT F Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26 — RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop EXHIBIT F Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27 — CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29 — EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. EXHIBIT F Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and S. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30 — MISCELLANEOUS END OF SECTION EXHIBIT F Page 22 of 22 AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: September 9, 2019 TO: Peter Zanoni, City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Professional Services Contract Amendment North Beach Coastal Protection CAPTION: Motion awarding Amendment 1 to a contract with Mott MacDonald, LLC in the amount of $224,862 for a total restated fee of $247,362 to provide engineering and design services for assistance with the North Beach Coastal Protection project, effective upon issuance of notice to proceed, with funding available in Bond 2018, Proposition A. City Council District 1 SUMMARY: To approve an amendment to the professional services contract with Mott MacDonald, LLC., to develop the concepts and permitting requirements for a new breakwater structure to protect the North Beach shoreline. This item was presented to City Council and tabled on August 27, 2019. Attached to this item is the breakdown of Scope of Work for each consultant. Mott MacDonald, LLC. will be using the information obtained by Lloyd Engineering to perform their work. BACKGROUND AND FINDINGS: Beginning in late 2016 through early 2018, the Planning & ESI Department led an initiative to reevaluate the development plan for North Beach in light of the realignment of the Harbor Bridge and associated freeway system. On March 27, 2018 City Council adopted an ordinance incorporating the North Beach Redevelopment Initiative into the Comprehensive Plan. The North Beach Redevelopment Initiative included two redevelopment alternative concepts. Alternative 2 included breakwater islands east of the existing beach. Project No: 18163A 1 SW/CJ Legistar No.: 19-1053 Rev. 5— 8/19/2019 On April 24, 2018, City Council established a North Beach Infrastructure Task Force to assist the City with implementation of redevelopment plans for the North Beach area. The Redevelopment Plan for North Beach included a list of thirty-three (33) potential Capital Improvement Projects. Four of the projects were prioritized for inclusion on Bond 2018. The four projects included on Bond 2018 Proposition A are as follows: • Beach Avenue (E. Causeway Blvd to Gulfbreeze Blvd) • N. Beach Area Primary Access (Beach to Timon) • N. Beach Gulfspray Avenue Pedestrian/Bike Access • N. Beach Coastal Protection The North Beach Coastal Protection project proposes new breakwater structures to provide wave attenuation and erosion protection for the North Beach coastline. The breakwater structure concept is to construct island features that will create new natural habitats as well as provide wave sheltering. This coastal protection project will require extensive stakeholder coordination and permitting through the United States Army Corps of Engineers (USACE). The initial engineering contract was a small agreement to complete a feasibility study to better define the scope of the proposed breakwater structure, identify permitting requirements and develop cost estimates. This amendment provides the preliminary engineering that is required for project permitting. The following is a summary of the proposed tasks: 1. Project review and data collection to verify project scope and objectives 2. Coastal engineering, modeling and alternative analysis that reflect current conditions of the project site including: a. Analysis of water elevations b. Wind generated waves c. Passing vessel pressure effects d. Tidal flows and circulation e. Resulting tide, wind and storm impacts on project area 3. Preliminary design including: a. Basis of Design technical memorandum b. Preliminary design level drawings compliant with design criteria 4. Regulatory coordination including: a. Coordination with the USACE b. Any supporting documentation developed for USACE coordination 5. Design coordination with Lloyd Engineering, a firm that the Rachel Foundation hired to complete the geotechnical investigations for the proposed breakwater structure. Competitive Solicitation Process Mott McDonald was selected for this project in May 2019 under RFQ 2019-01. The selection committee with representatives from Planning and Engineering Services, recommend Mott McDonald as most qualified based five factors: 1) experience of the firm, 2) experience of the key personnel with specific experience with Port of Corpus Christi Ship Channel projects and numerous other coastal structures, 3) project approach and management plan, 4) capacity to meet the project requirements and timelines, and 5) past performance. Project No: 18163A 2 SW/CJ Legistar No.: 19-1053 Rev. 5— 8/19/2019 ALTERNATIVES: Exercising this amendment is the logical next step moving towards implementation of the North Beach Breakwater concept. The alternative would be to cancel the project. FISCAL IMPACT: This project was approved and budgeted as part of Street Bond 2018 Part 1 and is part of the Comprehensive Plan and Redevelopment Plan for the North Beach Area. The Amendment 1, in the amount of $224,862, with a restated fee of $247,362, is budgeted in the FY 19 and FY 20 Capital Improvement Program budgets. Funding Detail: Fund: Street 2019 Bond 2018 Part 1 (Fund 3556) Project No.: 18163A Account: Outside Consultants 550950 Activity: 18163 -A -3556 -EXP RECOMMENDATION: City staff recommends approval of the Professional Services Contract Amendment 1 to Mott McDonald, LLC. for the North Beach Coastal Protection project in the amount of $224,862 for a total restated fee of $247,362 to provide the engineering services to develop the preliminary design and permitting requirements for a new breakwater structure. LIST OF SUPPORTING DOCUMENTS: Location Map Presentation Amendment No. 1 Project No: 18163A 3 SW/CJ Legistar No.: 19-1053 Rev. 5— 8/19/2019 August 28, 2019 North Beach Coastal Protection (18163A) Engineering Scope of work Items (by consulting firm): Consulting Firm: Mott MacDonald, LLC Consulting Firm: Lloyd Engineering, Inc. Funding Source: City of Corpus Christi (2018 Bond) Funding Source: Ed Rechal Foundation Total Funding Amount: $224,862 Total Funding Amount: $105,200 Status: Pending scope approval and NTP Status: In -Process Scope Items: Fee Scope Items: Fee Project Review and Data Collection $ 35,678 Bay Hydrographic Survey $ 12,500 Coastal Engineering and Alternative Analysis $ 124,940 Lexington Hydrographic Survey $ 6,700 Preliminary Design $ 19,698 Geotechnical Program $ 86,000 Preliminary Regulatory Coordination $ 44,546 The surveys and Geotechnical information obtained by Lloyd Engineering, Inc. will be used by Mott MacDonald to complete some of their work. sv NUECES BAY 181 CORPUS CHRISTI SHIP CHAN LEOPARDV Al Q Ws\ r�71 .94 358 Project Location CORPUS CHRISTI BAY S7, TEXAS A&M UNIVERSITY CORPUS CHRISTI SCALE: N.T.S. LOCATION MAP NOT TO SCALE Project Number: 18163A North Beach Coastal Protection (Bond 2018, Proposition A) CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES 11° Corpus Chr sti Engineering North Beach Coastal Protection (Bond 2018, Proposition A) Council Presentation September 17, 2019 Project Location North Beach Coastal Protection CORPUS CHRISTI BAY IIXAS AIM UNNERSRY CORPUS CHRIST Corpus Chr'sti Engineering N SCALE: N.T.S. I A6IINA 2 Project Location Corpus Chr sti Engineering North Beach Redevelopment Initiative Area Project Scope Corpus Chr'sti Engineering • Coastal engineering, modeling and alternative analysis that reflect current conditions of the project site including: ✓ Analysis of water elevations ✓ Wind generated waves ✓ Passing vessel pressure effects ✓ Tidal flows and circulation ✓ Resulting tide, wind and storm impacts on project area • Preliminary design including: ✓ Basis of Design technical memorandum ✓ Preliminary design level drawings compliant with design criteria • Regulatory coordination including: ✓ Coordination with the USACE ✓ All supporting documentation for USACE coordination • Design coordination with Lloyd Engineering, a firm that the Rachel Foundation hired to complete the geotechnical investigations for the proposed breakwater structure Project Schedule Corpus Chr'sti Engineering 2019 2020 A S O N D J F M A M J Design Projected Schedule reflects City Council Award in August 2019 with anticipated preliminary design and permittingphase completion June of 2020 petion in Corpus Chr sti Engineering Questions? CITY OF CORPUS CHRISTI AMENDMENT NO. 1 to the CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas, hereinafter called "CITY," and MOTT MACDONALD, LLC., hereinafter called "CONSULTANT," agree to the following amendment to the Contract for Professional Services North Beach Coastal Protection (Proi_ect No. 18163A) as authorized and administratively amended by: Original Contract April 24, 2019 Administrative Approval $22.500.00 IN THE ORIGINAL CONTRACT, EXHIBIT A, SCOPE OF SERVICES, shall be modified as shown in the attached Exhibit A. IN THE ORIGINAL CONTRACT, ARTICLE III, COMPENSATION shall be modified as shown in the attached Exhibit A for an additional fee not to exceed $224,862.00 for a total restated fee not to exceed $247,362.00. All other terms and conditions of the April 24, 2019 contract between the "CITY" and "CONSULTANT" and of any amendments to that contract which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI MOTT MACDO `D, LLC. Jeff H. Edmonds, P.E. Director of Engineering Services APPROVED AS TO FORM Legal Department Date ATTEST City Secretary Josh rter Date Vice resident 7 N. Carancahua St., Suite 1610 orpus Christi, Texas 78401 (361) 661-3061 Office Josh.carter@mottmac.com Aaron.horine@mottmac.com 7 z372orq Fund Name Acct Unit Acct No. Activity No. Amount ST 2019 Bd18 P1 3556-051 550950 18163 -A -3556 -EXP $224,862.00 Total $224,862.00 Encumbrance No. M M MOTT MACDONALD July 19, 2019 Sarah West, PE City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 711 North Carancahua, Suite 1610 Austin, TX 78759 T 361-661-3061 mottmac.com RE: Scope of Work North Beach Coastal Protection (18163A) — Amendment No. 1 Mrs. West: Mott MacDonald is pleased to submit this scope of work and fee estimate to provide engineering and design services for assistance with the North Beach Coastal Protection Project for the City of Corpus Christi. As part of the North Beach redevelopment plan, the City of Corpus Christi is evaluating solutions to reduce erosion on north beach and create habitat and recreational opportunities. The breakwaters and breakwater islands will serve as the protection of the upland redevelopment and proposed design of the Grand Canal system. Mott MacDonald has already completed Phase I, consisting of conceptual level numerical modeling and cursory Phase II design considerations. Mrs. West, on behalf of the City of Corpus Christi, has requested Mott MacDonald provide a scope of services for the purpose of completing the work for Phase II of the North Beach Redevelopment project: Task 1: Phase II TASK 1.1: PROJECT REVIEW AND DATA COLLECTION This task consists of a project review to verify the project's scope and objectives. Mott MacDonald will review available existing project data and make a determination of the need for any additional data collection. Mott MacDonald will also attend one (1) meeting with the client, project partners, and other potential stakeholders in Corpus Christi to present and discuss the preliminary design and work necessary to complete the design, construction, and permit. The results of the meeting, data review, future data collection efforts, and design criteria will be summarized in a Memorandum of Project Understanding. Mott MacDonald will incorporate the City's comments upon and will attend one (1) meeting in person to discuss draft Memorandum of Project Understanding. A final Memorandum of Project Understanding will be submitted once comments are addressed. EXHIBIT A o.fteae .1.a sI M M MOTT MACDONALD In addition, Mott MacDonald will review all existing available data for the project site and collect review and collect additional data necessary for the design of the breakwater islands: Topographic and Bathymetric Survey Review Mott MacDonald will review new topographic and bathymetric survey data collected by others for accuracy and provide quality control of required coverage point files provided. Geotechnical Data Collection Mott MacDonald will review geotechnical borings collected by others and resulting analysis of bearing capacity of the soils (conducted by others) to support the proposed protection features to support the design efforts. Mott MacDonald will notify the City of any concerns related to the preliminary design of the breakwater island structures. Seagrass/Ouster/Marsh Habitat Survey A survey of seagrass, oysters, and marshes will be collected as part of this task with data taken along the bathymetric/wading transects to delineate extents of existing sensitive habitats within the project site. This data will be necessary for preliminary design in order to minimize impacts to sensitive habitats as well as during regulatory coordination to determine the impacts of the proposed design and identify any mitigation that may be required. Task 1.1 Schedule: 8 weeks from NTP (schedule will rely on data being sufficiently collected by others to be submitted to Mott MacDonald) Task 1.1 Deliverables (all to be included in the Memorandum of Project Understanding submittal): (1) Map of seagrass/oyster/marsh habitat survey data (electronic PDF, AutoCAD and ASCII format delivered via email). Task 1.1 Budget: $35,678 TASK 1.2: COASTAL ENGINEERING AND ALTERNATIVE ANALYSIS A Coastal Engineering Analysis will be developed to reflect current conditions at the project site. The costal engineering will include an analysis of water elevations, winds, wind -generated waves, passing vessel pressure field effects, circulation, storm activity, and the resulting tide, North Beach Coastal Protection (18163A) — Amendment No. 1 1 Mrs. West 'Page 2 17/19/2019 EXHIBIT A 1:1,J NA 9 ea f2 M M MOTT MACDONALD wind, and storm impacts on the project area. Mott MacDonald will develop up to three (3) alternatives for the breakwater islands which will be evaluated for optimal orientation, spacing, gap widths, and crest elevations using numerical modeling of waves to determine the optimal design and orientation, cost and effectiveness. Preliminary cost estimates for the alternatives will be included in an alternative matrix to facilitate ranking of alternatives and aid in Phase II decision making. Preliminary results will be presented to The City via PowerPoint Presentation one week following the submittal of the Draft Coastal Engineering and Alternatives Analysis Report. Feedback from this presentation and review of the report will be incorporated in preparation of final results. Based on The City's feedback, up to two (2) additional alternatives for the breakwater islands may be evaluated, for five (5) total alternatives. Final results will be documented in the Coastal Engineering and Alternatives Analysis Report which will be submitted to The City upon completion of this task. This task will also include up to four (4) orthographic renderings of the alternatives will be created to be used as visual aides in documentation and presentations to The City. The City will provide input to Mott MacDonald on preferred renderings. The renderings and graphics will be of the quality and detail to allow for visualizations using SketchUp, AutoCAD, or similar three-dimensional rendering software. It is anticipated that additional numerical modeling will be necessary during the final design stage. Task 1.2 Schedule: Task 1.2 completed within 12 weeks of completion of Task 1.1. Task 1.2 Deliverables: (1) Draft Coastal Engineering and Alternative Analysis Report in PDF format. (2) PowerPoint Presentation of Coastal Engineering and Alternatives (3) Final Coastal Engineering and Alternative Analysis Report in PDF format. Task 1.2 Budget: $124,940 TASK 1.3: PRELIMINARY DESIGN This task includes conducting preliminary engineering analyses for the proposed project components and development of a preliminary level estimate of probable construction cost. Design criteria will be discussed and decided upon with The City and will be used as the basis of design. North Beach Coastal Protection (18163A) — Amendment No. 1 I Mrs. West I Page 3 17/19/2019 EXHIBIT A p•nipack R M M MOTT MACDONALD Design criteria are anticipated to include permittability, constructability costs, effects on flood elevations (FIRM designations), benefits and potential negative impacts, and interactions of this project with the proposed canal system and existing adjacent structures. The preferred alternative from Task 1.2 will be further evaluated and discussed with The City and any other project stakeholders. This task will develop the design to a level sufficient for support of task 1.4. Task 1.3 Schedule: (1) Preliminary Design: 8 weeks from completion of Task 1.2 Task 1.3 Deliverables: (1) Design Criteria and Basis of Design technical memorandum (2) Preliminary design level drawings (permit level) Task 1.3 Budget: $19, 698 TASK 1.4: PRELIMINARY REGULATORY COORDINATION As part of this task Mott MacDonald will assemble the necessary documents for initiating discussions with U.S. Army Corps of Engineers (USACE). The intent of this Task will be to identify the appropriate USACE permitting approach and requirements which will be used to develop and submit a USACE permit application in later project phases. As part of this task, Mott MacDonald will organize and attend a Pre - Application Meeting and/or a Joint Evaluation Meeting (JEM) in Corpus Christi with the USACE and other resource agencies. Mott MacDonald will organize the meeting and present the engineering analysis performed, proposed project details, proposed construction methods, and timeline for construction. The objective of the meeting in part will be to involve the agencies with the proposed design concept and to obtain feedback and implement such in the early stage of the permit application process. Formal consultation with the US Fish and Wildlife Service (USFWS) or NOAA's National Marine Fisheries Service (NMFS) under Section 7 of the Endangered Species Act may be required for this project, but will not be addressed in this scope, however, Mott MacDonald will initiate the informal consultation process regarding endangered species with USFWS. Coordination with the Texas General Land Office (TXGLO) will be included in this task, as it is understood that the beach area of North Beach is owned by TXGLO. Coordination with the Texas Historical Commission (THC) and compliance with Section 106 of the Historic Preservation Act will be required for USACE authorizations; during this phase of the project only a desktop review of cultural resources would be performed by North Beach Coastal Protection (18163A) — Amendment No. 11 Mrs. West 1 Page 417/19/2019 EXHI BIT A DANA A # f ii M MOTT MACDONALD M reviewing the Texas Historic Sites Atlas. A letter would be submitted to the THC requesting concurrence that the project would have no effect to historic properties. If THC requires additional analyses as part of the permit application, effort for those items will be addressed in the next phase of the project. Task 1.4 Schedule: USACE JEM meeting conducted 10 weeks from completion of Task 1.3. Task 1.4 Deliverables: Support documentation developedfor JEM meeting with USACE. Task 1.4 Budget: $44,546 Amendment No. 1 Fee Estimate Task 1.1 Project Review and Data Collection $35,678 Task 1.2 Coastal Engineering and Alternative Analysis $124,940 Task 1.3 Preliminary Design $19,698 Task 1.4 Preliminary Regulatory Coordination $44,546 Amendment No. 1 Total Fee $224,862 Amendment No. 1 Schedule The Parties shall meet the following schedule: Party Action Schedule Engineer Furnish [1] electronic review copies and [2] printed copies of the Memorandum of Project Understanding and associated Task 1.1 deliverables to The City of Corpus Christi. Within [8] weeks of the Commencement Date of the Amendment No. 1. City of Corpus Christi Submit comments regarding Memorandum of Project Understanding and associated Task 1.1 Deliverables to Engineer. Within [2] weeks of the receipt of Memorandum of Project Understanding and associated Task 1.1 Deliverables from Engineer. Engineer Furnish [1] electronic final copies and [1] printed Within [2] weeks of the receipt of The City's North Beach Coastal Protection (18163A)—Amendment No. 1 I Mrs. West I Page 5 17/19/2019 EXHIBIT A p•JMelk Af R M MOTT MACDONALD M North Beach Coastal Protection (18163A) — Amendment No. 1 I Mrs. West 1 Page 617/19/2019 EXHIBIT A Dftne A ea Q copies of the Memorandum of Project Understanding and associated Task 1.1 Deliverables to The City of Corpus Christi. comments regarding the Memorandum of Project Understanding and associated Task 1.1 Deliverables to The City of Corpus Christi. Engineer Furnish [1] electronic review copies and [2] printed copies of the Coastal Engineering and Alternative Analysis Report to The City of Corpus Christi. Within [12] weeks of the completion of Task 1.1 City of Corpus Christi Submit comments regarding Coastal Engineering and Alternative Analysis Report to Engineer. Within [2] weeks of the receipt of Coastal Engineering and Alternative Analysis Report from Engineer. Engineer Furnish [1] electronic final copies and [1] printed copies of the Coastal Engineering and Alternative Analysis Report to The City of Corpus Christi. Within [2] weeks of the receipt of The City's comments regarding the Coastal Engineering and Alternative Analysis Report to The City of Corpus Christi. Engineer Furnish [1] electronic review copies and [2] printed copies of the Preliminary Design to The City of Corpus Christi. Within [8] weeks of the completion of Task 1.2 City of Corpus Christi Submit comments regarding Preliminary Design to Engineer. Within [2] weeks of the receipt of Preliminary Design from Engineer. Engineer Furnish [1] electronic final copies and [1] printed copies of the Preliminary Design to The City of Corpus Christi. Within [2] weeks of the receipt of The City's comments regarding the Preliminary Design to The City of Corpus Christi. Engineer Schedule USACE JEM meeting. Within [10] weeks of the completion of Task 1.3 North Beach Coastal Protection (18163A) — Amendment No. 1 I Mrs. West 1 Page 617/19/2019 EXHIBIT A Dftne A ea Q M M MOTT MACDONALD Assumptions • Full/Complete regulatory coordination and permit applications are not included in this scope. The level achieved will be governed by agency feedback and Task 1.4 will be conducted on a time and material basis. • Topographic and Bathymetric survey to be conducted by others and provided to Mott MacDonald by the City. Topographic and Bathymetric data collection is not part of this scope. The schedule for Task 1 will be dictated by timeliness of Mott MacDonald receiving a complete data set collected by others from The City. • Geotechnical data and related geotechnical analysis will be conducted by others and provided to Mott MacDonald by the City. Geotechnical data collection is not part of this scope. The schedule for Task 1 will be dictated by timeliness of Mott MacDonald receiving a complete data set collected by others from The City. • The City will provide all utility mapping data (if available) for the Breakwater vicinity. • Publicly available meteorological data sets and previously developed numerical modeling input data will be used to force the numerical models. No new meteorological data will be collected. • Scope does not include tasks beyond Task 1.4 of this proposal. Scopes for these services will be provided as described in this proposal. • There is no underground pipeline within the footprint of the proposed breakwater island. Magnetometer data will not be required as part of this Phase II scope. • No part of this scope will address regulatory coordination related to the canal system. Tasks in this scope will consider effects to proposed canal system entrance relative to altered current, wave, and sedimentation patterns. • This scope does not include permit applications or PS&E. Services under Tasks, 1.1, 1.2, and 1.3 are to be billed on a Lump Sum basis not to exceed $180,316. Services under Task 1.4 will be billed on a Time and Materials basis not to exceed $44,546. Mott MacDonald will invoice for the work monthly throughout the duration of the work. All invoices shall be paid within 30 days of submission. Fees and schedule are valid for 60 days from the date of this Scope of Services. Mott MacDonald will begin work immediately upon Notice to Proceed. Please contact me with any questions. Sincerely, Mott MacDonald, LLC North Beach Coastal Protection (18163A) — Amendment No. 1 1 Mrs. West 1 Page 7 1 7/19/2019 EXHIBIT A pftIre irk 7 .moi SZ M MOTT M MACDONALD Aaron Horine, PE Principal Coastal Engineer Ports and Coastal Practice 711 North Carancahua, Suite 1610 Corpus Christi, TX 78401 T 361.661.3061 M 281.813.9440 aaron.horine@mottmac.com North Beach Coastal Protection (18163A)—Amendment No. 1 Mrs. West 1 Page 817/19/2019 EXHIBIT A o•ftMe LI .a St Proj No. 18163A - North Beach Coastal Protection SUMMARY OF FEES - 7/19/2019 EXHIBIT A-1 Original Contract Amd No.1 Total Basic Services fees 1 Preliminary Phase $ 22,500.00 $ 180,316.00 $ 202,816.00 2 Design Phase $ - $ - $ - 3 Bid Phase $ - $ - $ - 4 Construction Administration Phase $ - $ - $ - Subtotal Basic Services fees $ 22,500.00 $ 180,316.00 $ 202,816.00 Additional Service Fees 1 Permitting (Time & Materials) $ - $ 44,546.00 $ 44,546.00 2 Warranty Phase $ - $ - $ - 3 Inspection $ - $ - $ - 4 Platting Survey $ - $ - $ - 5 0 & M Manuals $ - $ - $ - 6 SCADA $ - $ - $ - Subtotal Additional Service Fees $ - $ 44,546.00 $ 44,546.00 Total Authorized Fee $ 22,500.00 $ 224,862.00 $ 247,362.00 EXHIBIT A-1 U c 0 U W Revised 02/01/17 r 0 0 0 r 0 d 0 0 > 0 H Basic Services: O O O O O In O O O O co O M 25.0°/01 O O L 0.0%I 0 m ~ 0 m ~ TBD] \ Ln O o co O M Lr) O 23.1%] 0 to 0 0 1n Efi 0 0 ti 0 0 10 M En $5,750.00 0 O to 0 0 1 , Ef3 0 N 7 S Ef3 0 N EO S EfT 0 ~ TBD TBD $4,247.00 1 0 110 r- L EA $4,247.00 0 0) 0) 0) 69 - O O O 0 Ef3 1 $1,500.00I 0 O 0 0 O 0 0 O 0 0 10 N E n 0 O 0 EA 0 O 0 0 O 0 E!3 0 1- 0 1- TBD 0 O 0 ER 0 O 10 N Efi 0 O 0 Efl O O 0 (n- ca o O o _ Ea 0 O 0 � $0.00 $0.00 0 O O _ E9 0 O to 0 O to 0 O to TBD TBD TBD 0 O to 0 O 0 En 0 O b 0 O 0 _ En 0 0 0 O Efi 0 d3b 0 0 0 O En 0 0 1n Ef} I $o.o1 0 TBD TBD 0 1- 0 0 in EA I $1,000.00 0 0 1n Ef} $1,500.00 00000OOm 0 0 EA 0 0 EA 10 0 in En- 10 N O 0 En N f- EA $1,627.001 TBD 1— TBDI $4,747.00 OO in Na) EA $4,747.001 F. EA 00 En 0 0 ER 0 N ER 0 0 O N $0.00 $0.00 $1,627.00 TBD TBD TBD 0 ENO _ 10 0 $2,877.00 0 0 O to 0 0 O O 00 EA $0.00 0 0 O Efl 0 O O 0 r Ef) 0 O O EA 0 O O N A r Ef} 0 O O Ee 0 m H TBD TBD 0 O 0 N Ef? 0 0 O 0 0 Ef} 0 0 O N A- 609 0 O O N A- N En 0 0 O O 0 Eft O 0 O O 0 En. 00'009$ 0 0 0 O In d9 000 0 0 O O EA 0 O 0 O En 0 0 O Ef? 0 O Ef} TBD TBD TBD O O O 0 O 0 O O 0 0 d9 0 O O 0 0 En 0 O O 0 0 oci Ef} a) L a Construction Phase Subtotal Basic Services Additional Services: 0 & M Manuals 0 0 Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees oes i N z as a) a 3 Ea a .z ;v o co U O O C C ,O z 15O y O • C O Ew' O O. E U CD a) U O a) � co L. 4 a2 N ,U 0 (Qs Exhibit B Donn 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE ($/hr) TX REGISTRATION #: Project Consultant: CAD Technician: Clerical: Other — specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other — specify: Add additional subconsultants as needed. Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT C Insurance Requirements Pre -Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance 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. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim 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. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 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. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting 1 Rev 04/17 Exhibit C Page 1 of 2 from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 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: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall notify City of such lapse in coverage and 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. 1.8 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 withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 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 agreement. 1.10 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 agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 04/17 Exhibit C Page 2 of 2 SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of CITY OF CORPUS CHRISTI Corps DISCLOSURE OF INTEREST 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: k- ria( -66,-‘6(4 L L C P. O. BOX: STREET ADDRESS: 7/( N.Cuaw C.4 11V-0- CITY: Corey‘ Civ.ep ZIP: -784i0( FIRM IS: 1. Corporation .4. Association 2. Partnership 5. Other 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) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name N/A Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A EXHIBIT "D" Page 1 of 2 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: ffc hCo.i Title: (Type or Print) Signature of Certifying Person: DEFINITIONS a. "Board member." A men ser of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. Date: 1/23/2Z/g 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. EXHIBIT "D" Page 2 of 2 AGENDA MEMORANDUM Action item for the City Council Meeting 9/17/19 DATE: August 13, 2019 TO: Peter Zanoni, City Manager FROM: Nina Nixon -Mendez, Director, Development Services NinaM@cctexas.com (361) 826 - 3276 Amend Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement and Developer Participation Agreement for Royal Creek Estates Unit 7 to extend the expiration date for MPM Development, LP. CAPTION: Resolution authorizing an extension of a Reimbursement Agreement for the installation of water arterial transmission and a grid main line with MPM Development, LP for a planned residential development, Royal Creek Estates Unit 7 in Council District 5 in an amount not to exceed $109,354.20 and an extension of a Developer Participation Agreement for partial construction of Oso Parkway in an amount not to exceed $207,386.85. SUMMARY: MPM Development, LP is required to install 1,187 linear feet of 12 -inch water arterial grid main line extension in order to provide adequate water to a proposed residential subdivision development. The subdivision is located south of Yorktown Boulevard and east of Cimarron Boulevard. The approved agreement expires on October 24, 2019. Additionally, the developer has entered into a Developer Participation Agreement for street improvements associated with the planned subdivision development and that approved agreement expires on November 7, 2019. This motion will extend the performance date for both agreements to November 7, 2020. (District 5) BACKGROUND AND FINDINGS: City Council approved a Reimbursement Agreement on October 24, 2017 with MPM Development L.P for the extension of 1,187 linear feet of 12 -inch waterline in order to provide adequate water to the property in an amount not to exceed $109,354.20. The extension of the expiration date will not change the authorized dollar amount in this agreement. This agreement was originally scheduled to expire on October 24, 2018 and an addendum extended the performance date to October 24, 2019. MPM Development, L.P, also has a Developer Participation Agreement to extend Oso Parkway, near the planned project. The developer is required to construct a larger street to meet UTP Street standards and the City is participating in the street construction for Oso Parkway. The participation agreement includes street improvements, curb and gutter, and sidewalk installation. The developer will be reimbursed from funds available from No. 3701 Developer Participation BD12 for this portion of the street improvement, not to exceed $207,386.85. The extension of the performance date will not change the authorized dollar amount in this agreement. The agreement has an expiration date of November 7, 2019. MPM Development, LP. is requesting a performance date extension on both the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement and the Developer Participation Agreement to November 7, 2020. This extension will allow for additional time to complete the improvements for Royal Creek Estates Unit 7. ALTERNATIVES: Deny the request and unencumber the funds. Allow other developers with more mature projects access to the unused Utilities Trust Fund and Bond 2012 funding. MPM Homes LP can reapply for Bond funds via a new participation agreement and Trust Fund monies via a new reimbursement agreement when the construction on the proposed subdivision is closer to starting. FISCAL IMPACT: Water Distribution Main Trust Funds and Developer Participation Funds will not change with this addendum. The encumbered funds for these projects will remain encumbered and future public improvement projects should not be affected. The reimbursement agreement amount is for $109,354.20 and is currently encumbered in the Water Arterial Transmission and Grid Main Trust Fund. The participation agreement amount is for $207,386.85 and the funds are encumbered and are part of the revenue produced from Bond 2012. Funding Detail: Fund: 3701 Developer Participation BD12 Organization/Activity: Street Bond Fund 2012 Mission Element: 777 Project # (CIP Only): D-1801 Account: 550910 Fund: 4030 Water Arterial Transmission and Grid Main Trust Fund Organization/Activity: 21805 Water Arterial Transmission and Grid Main Trust Mission Element: 777 Project # (CIP Only): N/A Account: 540450 Reimbursement to Developers RECOMMENDATION: Staff Recommends Approval of the extension of both agreements. The agreements are helping to facilitate the build out of a residential subdivision and associated infrastructure. LIST OF SUPPORTING DOCUMENTS: Resolution Amendment to Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement Amendment to Participation Agreement Justification Letter Presentation Resolution authorizing an extension of a Reimbursement Agreement for the installation of water arterial transmission and a grid main line with MPM Development, LP for a planned residential development, Royal Creek Estates Unit 7 in Council District 5 in an amount not to exceed $109,354.20 and an extension of a Developer Participation Agreement for partial construction of Oso Parkway in an amount not to exceed $207,386.85. WHEREAS, a Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement expires on October 24, 2019; and WHEREAS a Developer Participation Agreement with MPM Development, LP expires on November 7, 2019. 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 extension of the performance date of the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement for $109,354.20 expiring on October 24, 2019; and the Developer Participation Agreement for $207,386.85 expiring on November 7, 2019 with MPM Development, LP, for a period not to exceed a period of 12 months. The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 2019 Royal Creek Estates Unit 7 8399 Rock Crest Dr Council District #5 AMENDMENTOFPARTICIPATION AGREEMENT This is an amendment to the Participation Agreement,attached hereto as Exhibit A and made a part hereof, originally dated November 7, 2017, by and between: MPM Development, L.P. and the City of Corpus Christi. NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree to amendParticipation Agreement, Sections(K)(3) & (Q)as follows: K. DEFAULT. The following events shall constitute default: 3. Owner fails to complete construction of the Roadway Extension, under the approved plans and specifications, on or before November 7, 2020. Q This Agreement becomes effective, is binding upon, and inures to the benefits of the City and the owner from and after the date of the last signatory to this Agreement. This Agreement expires on November 7, 2020, unless terminated earlier in accordance with the provisions of the Agreement. All other terms and conditions of the original agreement remain effective and in full force. EXECUTED IN ONE ORIGINAL and made effective this (2- day of J -K11 , 2019. CITYOF CORPUS CHRISTI MPM DEVELOPMENT, L.P. Nina Nixon -Mendez, FAICP Mossa Moses Mostaghasi General Partner Director of Development Services APPROVEDAS TO FORM: Buck Brice Ass i sta n tC ityAtto rn ey for theCityAttorney STATE OF TEXAS COUNTY OF kAteeS (date) § This instrumentwasacknowledged beforemeon 17,- dayof byMossa Moses Mostaghasi,General Partner, on behalfofMPM Devel ment, L.P. ,2019, 1 PARTICIPATION AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § Doct 2017r-1443025 : Ptl9es 35 i1/16/2017 3.30F'11 Official Records of NUECES COUNTY KARA SANDS COUNTY CLERK Fees $151.00 This PARTICIPATION AGREEMENT ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home -rule municipal corporation, acting by and through its City Manager, or his designee, and MPM Development, LP, ("Developer"), a Limited Partnership. WHEREAS, the Owner owns certain real property located in Corpus Christi, Nueces County, Texas, being a portion of Lots 20, 21 and 22, Section 22, Flour Bluff and Encinal Farm and Garden Tracts (the "Property"), and the Owner desires to develop and plat the Property designated on Exhibit 1 of this Agreement, which exhibit is attached to and incorporated in this Agreement by reference, to be known as Royal Creek Estates Unit 7 ("Plat"); WHEREAS, as a condition of the Plat, the Owner is required to expand, extend, and construct Oso Parkway approximately 1811 feet of roadway as depicted on and in accordance with the improvement requirements (the "Roadway Extension") set forth in Exhibit 2, which exhibit is attached to and incorporated in this Agreement by reference; WHEREAS, it is in the best interests of the City to have the public street infrastructure installed by the Owner in conjunction with the Owner's final Plat; WHEREAS, Chapter 212 of the Local Government Code authorizes a municipality to make a contract with a developer of a subdivision or land in the municipality to construct public improvements related to the subdivision or land; and WHEREAS, this Agreement is made pursuant to the Local Government Code and Article 8, Section 8.4.1, of the Unified Development Code of the City of Corpus Christi. NOW, THEREFORE, in order to provide a coordinated public street construction and improvement project, the City and the Owner agree as follows: A. The parties agree that the language contained in the preamble of this Agreement is substantive in nature, is incorporated into this Agreement by reference, and has been relied on by both parties in entering into and executing this Agreement. B. Subject to the terms of this Agreement, Exhibit 1, and Exhibit 2, the Owner will construct the Roadway Extension for and on behalf of the City in accordance with the plans and specifications approved in advance of construction by the City Engineer on behalf of the City. The parties acknowledge and confirm the total cost estimate for construction of the Roadway Extension, which estimate is attached to and incorporated in this Agreement as Exhibit 3 (the "Cost Estimate"). Subject to the limitations set forth below, the Owner shall pay a portion of the costs of construction of the Roadway Extension. Further, subject to the lim forth below, the City shall pay the remaining portion of the costs of construction of the Roadway Extension, designated as the total amount reimbursable by the City on the Cost Estimate. C. Notwithstanding any other provision of this Agreement, the total amount that the City shall pay for the City's agreed share of the actual costs of the Roadway Extension shall not exceed $207,386.85. D. The City shall reimburse the Owner a pro rata portion of the City's agreed costs of the Roadway Extension monthly, based on the percentage of construction completed less the Owner's pro rata portion and contingent upon submission to the City of an invoice for the work performed. The invoices must be paid by the City no later than thirty (30) days following receipt of each monthly invoice. Such reimbursement will be made payable to the Owner at the address shown in section N of this Agreement. E. In accordance with the Texas Local Government Code, the Owner shall execute a performance bond for the construction of the Roadway Extension to ensure completion of the project. The bond must be executed by a corporate surety in accordance with Chapter 2253 of the Texas Government Code. F. The Owner shall submit all required performance bonds and proof of required insurance coverage in accordance with applicable State and local laws as detailed in Exhibit 4. G. Owner shall submit standard construction contract documents to the Executive Director of Public Works for review and approval in advance of beginning any construction of the Roadway Extension. H. Throughout construction, the City shall conduct periodic inspections and either approve the progress of the Roadway Extension or promptly notify the Owner of any defect, deficiency, or other non -approved condition in the progress of the Roadway Extension. 1. The Owner shall fully warranty the workmanship and construction of the Roadway Extension for a period of two years from and after the date of acceptance of the improve- ments by the Executive Director of Public Works. J. OWNER COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES"} AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ASSERTED AGAINST OR RECOVERED FROM INDEMNITEES ON ACCOUNT OF INJURY OR DAMAGE TO PERSON INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS, OR PROPERTY LOSS OR DAMAGE OF ANY OTHER KIND WHATSOEVER, TO THE EXTENT ANY INJURY, DAMAGE, OR LOSS MAY BE INCIDENT TO, ARISE OUT OF, BE Page 2 of 7 CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE PLATTING AND CONSTRUCTION OF THE ROADWAY EXTENSION OF ROYAL CREEK ESTATES UNIT 7 DURING THE PERIOD OF CONSTRUCTION, INCLUDING THE INJURY, LOSS, OR DAMAGE CAUSED BY THE CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM, REGARDLESS OF WHETHER THE INJURY, DAMAGE, LOSS, VIOLATION, EXERCISE OF RIGHTS, ACT, OR OMISSION IS CAUSED OR IS CLAIMED TO BE CAUSED BY THE CONTRIBUTING OR CONCURRENT NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, BUT NOT IF CAUSED BY THE SOLE NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY, AND INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS FEES WHICH ARISE, OR ARE CLAIMED TO ARISE, OUT OF OR IN CONNECTION WITH THE ASSERTED OR RECOVERED INCIDENT. THIS INDEMNITY SURVIVES TERMINATION OF THIS AGREEMENT. K. DEFAULT. The following events shall constitute default: 1. Owner fails to submit plans and specifications for the Roadway Extension to the Executive Director of Public Works in advance of construction. 2. Owner does not reasonably pursue construction of the Roadway Extension under the approved plans and specifications. 3. Owner fails to complete construction of the Roadway Extension, under the approved plans and specifications, on or before the expiration of 24 calendar months measured from the date this document is executed by the City. 4. Either the City or the Owner otherwise fails to comply with its duties or obligations under this Agreement. L. NOTICE AND CURE. 1. In the event of a default by either party under this Agreement, the non -defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in sufficient detail, the nature of the default and the requirements to cure such default. 2. After delivery of the default notice, the defaulting party has 15 days from the delivery of the default notice ("Cure Period") to cure the default. Page 3 of 7 3. In the event the default is not cured by the defaulting party within the Cure Period, then the non -defaulting party may pursue its remedies in this section. 4. Should the Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to the Owner, at the address stated in section N, of the need to perform the obligation or duty and, should the Owner fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to the Owner. 5. In the event of an uncured default by the Owner, after the appropriate notice and Cure Period, the City has all its common law remedies and the City may: a. Terminate this Agreement after the required notice and opportunity to cure the default; b. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project; and/or c. Perform any obligation or duty of the Owner under this Agreement and charge the cost of such performance to the Owner. The Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Owner receives notice of the cost of performance. In the event the Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. 6. In the event of an uncured default by the City after the appropriate notice and Cure Period, the Owner has all its remedies at law or in equity for such default. M. FORCE MAJEURE. 1. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of a public enemy; insur- rections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. 2. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within 10 days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. Page 4 of 7 N. NOTICES. 1. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: If to the City: City of Corpus Christi Attn: Director, Development Services 2406 Leopard Street / 78401 P.O. Box 9277/78469-9277 Corpus Christi, Texas with a copy to: If to the Owner: MPM Development, L.P. Attn: Mossa Moses Mostaghasi 426 S. Staples Corpus Christi, Texas 78401 City of Corpus Christi Attn: Asst. City Manager, Business Support Services 1201 Leopard Street / 78401 P. O. Box 9277 / 78469-9277 Corpus Christi, Texas 2. Notice must be made by United States Postal Service, First Class mail, certified, return receipt requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. 3. Either party may change the address for notices by giving notice of the change, in accordance with the provisions of this section, within five business days of the change. O. Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Roadway Extension, contracts for testing services, and contracts with the contractor for the construction of the Roadway Extension must provide that the City is a third party beneficiary of each contract. P. In compliance with City of Corpus Christi Ordinance No. 17112, the Owner agrees to complete the Disclosure of Interests form attached to this Agreement and incorporated by reference as Exhibit 5. Q. This Agreement becomes effective, is binding upon, and inures to the benefit of the City and the Owner from and after the date of the last signatory to this Agreement. This Agreement expires 24 calendar months from the date this document is executed by the City, unless terminated earlier in accordance with the provisions of this Agreement. Such expiration date of this Agreement is presently anticipated, but not currently known, to be October 24, 2019. (EXECUTION PAGES FOLLOWS) Page 5 of 7 ty EXECUTED in ane original this 1 a# `-'V � Cr2th. ATTEST: CITY OF CORPUS CHRISTI E-- Rebecca Huerta Willia J. Green, P.E. Development Services Interim Director City Secretary THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was signed by Rebecca Huer , ty Secretary, r the T xas, and ackno ledged befort'ir a on the " ( day of .0vQ. t....m N ary P blic, State of Texa THE STATE OF TEXAS COUNTY OF NUECES { § < § < MONIQUE TAMEZ LERMA 1D# 1146231-1 Notary Public STATE OF TEXAS My Comm. Exp. 01-23-2021 ivv•,...vvso, Ne- -se vo-se of Co pus Christi, This instrument was signed by William J. Green, P.E., Development Services Interirri-i1� Directo�rn f r' tie iiy +f Corpus C ti,�Texas, and acknowledged before me on the dayo�v' •+t 7. MONIQUE TAMEZ LERMA tib tD# 1146231-1 Notary Public •r STATE OF TEXAS My Comm. Exp. 01-23-2021 , ..#_v vNe vJ v Yom% APPROVED AS TO FORM: This S day of 0G� #`� , 2017. -014/dC gl/(26 Assistant City Attomey For the City Attorney Page 6 of 7 OWNER: MPM Development, L.P. 0 3 I n Mossa Moses Mostaghasi D to General Partner STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on4t,p , 2017, by ' Mossa Moses Mostaghasi, General Partner, MPM Develop entL.P., Limited Partnership, on behalf of said s artnership. CINDY WEND ID #1178588.3 Notary Pubr STATE OF TEXAS My Comm. 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WELSH, P.E., R.P.L.S. Email: NixMW®aol.com BASS WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466.6397 ROYAL CREEK ESTATES UNIT 7 STREET PARTICIPATION REIMBURSEMENT ESTIMATE 07/19/17 OVERSIZE 050 PARKWAY (FOR CITY REIMBURSEME UNIT 3054 S. Alameda St. 361 882-5521— FAX 361 882-1265 AMOUNT 1 4" THICK CONCRETE WALK 6013 SF 4.50 $27,058.50 2 OVERTHICKNESS 2" HMAC TO 4" HMAC = 2" HMAC 6279 SY 17.50 109,882.50 3 OVERTHICKNESS 8" CRUSHED LIMESTONE BASE TO 11" CRUSHED LIMESTONE BASE = 3" CRUSHED LIMESTONE BASE 7676 SY 6.50 49,894.00 SUBTOTAL 11% SURVEYING, ENGINEERING & TESTING TOTAL AMOUNT REIMBURSABLE Page 1 of 1 $186,835.00 5186,835.00 $20.551.85 5207,386.85 EXHIBIT SHOWING OSO PARKWAY IMPROVEMENTS 1"-150• 0 75' 150' 300' SCALE! 1'= 150' BA55 AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, F1LE: EXB-STR, JOB NO. 14006 SCALE: 1- = 150' PLOT SCALE: SAME, PLOT DATE: 07/18/17, SHEET 1 OF 1 60' STREET ROW COMPACT BACKFILL. TO 95% STANDARD PROCTOR DENSITY (BOTH SIDES) AND UNDER WALKS (TYP.) 10' 2z 40' BB STREET - 2" TYPE 'D" HMAC ON PRIME COAT 0 0.15 GALLONS PER SQUARE YARD (ND SEPARATE PAY FOR PRIME COAT) 20' 5' CROWN FROM UP OF GUTTER 20' STREET 2% 8" CRUSHED UMESTONE BASE TO 2' BEHIND C & G TO MEET REQUIREMENTS OF CITY STANDARD SPECIFICATION 025223 CRUSHED UMESTONE FLEXIBLE BASE. COMPACT TO 95% MODIFIED PROCTOR DENSITY AT A MOISTURE CONTENT +/- 2% OF OPTIMUM MOISTURE 1.0' TYP. 6' CITY STD. R/C CURB ANO GUTTER (MICA!. BOTH SIDES) 8" LIME STABILIZED SUBGRADE TO 2' BEHIND C&G BOTH SIDES OF STREET AND COMPACTED TO 95% STANDARD PROCTOR DENSITY WITHIN TWO PERCENTAGE POINTS OF OPTIMUM MOISTURE. UM£ SHAD. BE APPUED AT THE RATE OF 34 LB/SY (TO BE VERIFIED THROUGH GEOTECHNICAL TESTING). 8" THICKNESS BENEATH C&G AND TO 2' BEHIND C&G TYPICAL STREET SECTION - 60' ROW NTS BASS AND WELSH ENGINEERING CORPUS CHRISTI. TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52. FILE: EXB-STR SECT 60'ROW, JOB NO. 14006, SCALE: NONE, PLOT SCALE: 1"60', PLOT DATE: 07/19/17, SHEET 1 OF 1 80' STREET ROW 14.5' 40' BB STREET 25.5' 1.0' PROP. 4' WIDE R/C WALK 4" TYPE "0' HMAC ON PRIME COAT CO 0.15 GALLONS PER SOUARE YARD 1% 20' 5" CROWN FROM LIP OF CUTTER 20' �r-CL STREET COMPACT BACKFILL TO 95% STANDARD PROCTOR DENSITY (BOTH SIDES) AND UNDER WALKS (TYP.) 11" CRUSHED LIMESTONE BASE TO 2' BEHIND C & G TO MEET REQUIREMENTS OF CITY STANDARD SPECIFICATION 025223 CRUSHED UMESTONE FLEXIBLE BASE. COMPACT TO 95% MODIFIED PROCTOR DENSITY AT A MOISTURE CONTENT +1- 2% OF OPTIMUM MOISTURE - 1% 8.5' UNLESS SHOWN OTHERWISE PROP. 8' WIDE R/C WALK 6" CITY STD. R/C CURB AND CUTTER (TYPICAL BON SIDES) 8" LIME STABILIZED SUBGRADE TO 2' BEHIND C&G BOTH SIDES OF STREET AND COMPACTED TO 95% STANDARD PROCTOR DENSITY WITHIN +/- TWO PERCENTAGE POINTS OF OPTIMUM MOISTURE. UME SHALL BE APPUED AT THE RATE OF 34 LB/SY (10 BE VERIFIED THROUGH GEOTECHNICAL TESTING). 8" THICKNESS BENEATH C&G AND TO 2' BEHIND C&G TYPICAL STREET SECTION - OSO PKWY NTS BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00. TX ENGINEERING REG. NO. F-52, FILE: EXB-STR SECT O -PKWY, .106 NO. 14006, SCALE: NONE, PLOT SCALE: 1'=60', PLOT DATE: 07/19/17, SHEET 1 OF 1 INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Contractor shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability policy and Business Auto Liability policy, and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates or by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate COMMERCIAL GENERAL LIABILITY 1. Broad Fonn 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors 7. Personal and Advertising Injury 8. Professional Liability (if applicable) 9. Underground Hazard (if applicable) 10. Environmental (if applicable) $1,000,000 Per Occurrence $2,000,000 Aggregate BUSINESS AUTOMOBILE LIABILITY 1. Owned 2. Hired & Non -owned 3. Rented & Leased $1,000,000 Combined Single Limit WORKERS' COMPENSATION (for paid employees) EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit, $500,000 / $500,000 / $500,000 PROPERTY INSURANCE Contractor shall be responsible for insuring all owned, rented, or leased personal property for all perils. C. In the event of accidents of any kind related to this project, Contractor shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. Exhibit 4 Page 1 of 3 II. ADDITIONAL REQUIREMENTS A. Contractor must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. An "All States endorsement shall be included for Companies not domiciled in Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-4555- Fax # D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, or comparable policy language, as respects to operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City. • 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 suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to "order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Exhibit 4 Page 2 of 3 G. Nothing herein contained shall be construed as Iimiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and completed operations and activities under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Exhibit 4 Page 3 of 3 4 City of Corpus Christi DISCLOSURE OF INTERESTS C1ty or Corpus Christi, Texas Department of Developm nt Setvic s P.O. Box 9277 Corpus Christi, Texts 78469-9277 (361) 826-3240 Located et 2406 Leopard Street (Comer of Leopud SL and Port Ave.) City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". NAME: MPM Development, LP STREET: PO Box 331308 CITY: Corpus Christi ZiP: 78463 FIRM is: Ni Corporation 0 Partnership ❑ Sole Owner 0 Association 0 Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership In the above named "firm". Name Job Title and City Department (if known) NA NA 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 NA NA 3. State the names of each "board member" of the City of Corpus Christi having an 'ownership Interest" constituting 3% or more of the ownership in the above named "firm". Name Board, Commission, or Committee NA NA 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 NA NA CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Moses Mostaghasi (Print) Signature of Certifying Perso Title: General Partner Date: it 1q 1 r1— KIDEVELOPMENTSVCS\SHARD:A AND OFVELOPMDMOK01NANCttAOMINISTM710`MPPLiCATIONFORMSIFORMSASPERLE0AL12DI2WISCLOSUREOFINIERFSTS r ,a n DEFINITIONS a. "Board Member". A member of any board, commission or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee". Any person employed by the City of Corpus Christi, Texas, either on a full or part time basis, but not as an independent contractor. c. "Firm". Any entity operated for economic gain, whether professional, industrial or commercial and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stack company, joint venture, receivership or trust and entities which, for purposes of taxation, are treated as non-profit organizations. d. "Official". The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads and Municipal Court Judges of the City of Corpus Christi, Texas. e. "Ownership Interest". Legal or equitable interest, whether actually or construcflvely held, in a firm, including when such Interest Is herd through an agent, trust, estate or holding entity. "Constructively held` refers to holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "Consultant". Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. K DE VELOPMENTSVCSISNAREDi1.AND DEVELOPMENT ORDINANCE ADMINISTRATI0 ZV PPLICATION FORMSIFORMS AS PER LECAL120121DISCLOSURI: OF INTERESTS Moses Mostaghasi April 26, 2016 361-774-3832 MPM Development, LP is the owner at Royal Creek Estates Unit 7. 1 Mossa (Moses) Mostaghasi authorize on behalf of MPM development, LP for the development of Royal Creek Estates Unit 7 ossa (Mases) Mostaghasi PO 'LDK 332302 Corpus Chrt.Sti, TX 78463 FAX: 361-888-7602 Da It 2884844346 ASSUMPTION WARRANTY DEED NOTICE OF CONFIDENTIAL ry RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT I8 FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S UCENSE NUMBER, Date: August d25 , 2004 Grantor: MOSSA MOSTAGHASI d/b/a MPM Homes Grantor's Malting Address: 3546 Picadilly Corpus Christi, Nueces County. Texas 78414 Grantee: MPM DEVELOPMENT, L.P, Grantee's Mailing Address: 3546 Picadtlly Corpus Christi, Nueces County. Texas 78414 Consideration: Teri Dolians ($10.00) and other good and valuable consideration paid to Grantor by the Grantee, and the Grantee's assumption of the unpaid principal and interest on two notes° (i) one certain note in the original principal sum of $725,000.00 dated April 13. 2004, payable to the order of First National Bank which is secured by the prior and superior vendor's lien on Tract One (1), and by a first lien deed of trust (to said Tract One) of even date from Grantee to Michael V. McCarthy, Trustee; and (11) one certain note in the original principal sum of $1,045,000.00 dated April 13, 2004, payable to the order of First National Bank, which is secured by a prior and superior vendor's lien on Tract Two (2) of the Property and by a first lien deed of trust (to said Tract Two) of even date from Grantee to Michael V. McCarthy, Trustee. Grantee agrees to indemnify and hold Grantor harrnlesa from the payment of the note and from the performance of the Grantor's obligations specified in the Instrument securing payment of the note. Property: Being 108.037 acres of land, mare or Tess, out of Lots Six (6), Seven (7). Ten (10), Eleven (11), Twelve (12), Thirteen (13), Twenty (20), Twenty-one (21), Twenty-two (22) and Twenty-thres (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, as shown by the map or plat thereof, recorded In Volume A, Pages 41-43, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes, and being more particularly described In two (2) tracts as follows, to wit: TRACT ONE (1): Description of an 87,534 acre tract of land, more or less, a portion of Lots Six (6), Seven (7), Ten (10), Eleven (11), Twelve (12), Twenty (20), Twenty-one (21), Twenty-two (22) and Twenty-three (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, as shown by the map or plat thereof, recorded in Volume A, Pages 41 through 43. Map Records of Nueces County, Texas, and being a portion of a 183.86 acre tract of land described by deed recorded at Document No. 898387, Official Public Records of Nueces County, Texas, said 87.534 acre tract as further described by metes and bounds as shown on Exhibit "A" attached hereto and Incorporated herein. TRACT TWO (2): Description of a 20.503 acre tract of land, more or less, a portion of Lots Twelve (12), Thirteen (13), Twenty (20). and Twenty-one (21), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, as shown by the map or plat thereof, recorded In Volume A, Pages 41 through 43, Map Records of Nueces County, Texas, and also being a portion of a 183,88 acre tract of land described by deed at Document No. 898387, Official Public Records of Nueces County, Texas, said 20,503 acre tract as further described by metes and bounds as shown on Exhibit "A- attached hereto and incorporated herein. Reservations from and Exceptions to Conveyance and Warranty: This conveyance Is made and accepted subject to all valid and existing easements, restriction, rights-of-way, mineral reservations and leases, conditions, exceptions, reservations and covenants, of whatever nature of record with the County Clerk of Nueces County, Texas, affecting said property, and also to the zoning laws and other restrictions, regulations, ordinances, and statutes of municipal or other governmental authorities applicable to and enforceable against the property, and ad valorem taxes for the tax year 2004, which are hereby assumed by the Grantee Notwithstanding disclosures required by law to be given by Seiler(s) to Purchaser(s) prior to and/or contemporaneous with transfer of title or recordation of public notice of such transaction, Grantor(s) and Grantee(s) hereby acknowledge their mutual agreement, as negotiated, which is a factor In theprice for the property hereinabove described, that with this conveyance GRANTOR(s) SELLS AND CONVEYS SAID PROPERTY TO GRANTEE(S) AND GRANTEE(S) ACCEPTS SAID PROPERTY IN "AS IS" CONDITION, WHERE IS, AND WITH ALL FAULTS, EXCEPT FOR THE WARRANTY OF TITLE PROVIDED HEREIN, AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES, OF ANY KIND, ORAL OR WRITTEN. EXPRESS OR IMPLIED, CONCERNING THE PROPERTY OR THIS DEED FROM OR ON BEHALF OP THE GRANTOR, INCLUDING, WITHOUT LIMITATION (I) THE VALUE, CONDITION, MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY. (II) THE MANNER OR THE QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THEIMPROVEMENTS, IF ANY, ON THE PROPERTY, AND (In) THE MANNER OF REPAIR, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR OF THE PROPERTY. GRANTEE AGREES THAT GRANTOR HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PROPERTY AND ITS COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDINANCES, ORDERS OR REQUIREMENTS INCLUDING, BUT NOT UMITED TO, THOSE PERTAINING TO THE HANDLING,GENERATING, TREATING, STORING OR DISPOSING OF ANY SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL A7,SUMP rtl PROTECTION AGENCY REGULATIONS AT40 C.F.R. PART 2261, OR HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABIUTYACTOF 1990, As AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. FURTHER GRANTEE AGREES THAT GIGRANTOR 13 NOT LIABLE OR BOUND IN ANY MANNER 8Y ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATIONS OR INFORMATION PERTAINING To THE PROPERTY FURNISHED BY ANY BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THis DEED, and that Grantee(s) acknowledges sole reliance upon Grantee's own inspections end/or Investigations, if any, of said property and upon Grantee's own due diligence in regard thereto, It being the intention of Grantor and Grantee to expressly negate and exclude all warranties Including without limitation, the Implied warranties of merchantability and fitness for any particular purpose and warranties created by an affirmation of fact or promise or by any description of the property or by any sample or model or any other warranties whatsoever contained in or created by the Texas Uniform Commercial Code. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells, and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same of any part thereof, except as to the reservations from and exceptions to warranty. When the context requires, singular nouns and pronouns include the plural. MOSSA MOAGHASi d/b/a MPM Homes THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the ,a3 day of August, 2004, by Massa Mostaghasi, d/b/a MPM Homes. +1Natary w Tins y�''�` 0.PRiL it, 2008 llc, State ofxas t'acrew File No : 101311146 EXHIBIT "A" Being 108.037 acres of land, more or less, out of Lots Six (6), Seven (7), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Twenty (20), Twenty-one (21), Twenty-two (22), and Twenty-three (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, as shown by the map or plat thereof, recorded is Volume A, Pages 41- 43, Map Records of Nuecea County, Texsls, to which reference is here made for alt pertinent purposes, and being more particularly described in two (2) tracts as follows, to -wit: *MACY of (1): Description of an 87.534 acre tract of band, more or less, a portion of Lots Six (6), Seven (7), Ten (10), Eleven (11), Twelve (12), Twenty (20), Twenty-one (21), Twenty-two (22) and Twenty-three (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, a map of which is recorded in Volume A, Pages 41 through 43, Map Records of Nueeea County, Texas, and being a portion of a 183.86 acre tract of land described by deed recorded at Document No. 898387, Official Public Records of Nucces County, Teas, said 87.534 acre tract as further described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod set in a southwest boundary line of a 43.60 acre tract of land described in Document No. 1997010298, said Offiebai Public Records, said beginning point for a north central corner of the tract herein described and said beginning point bears S 60 deg. 57' 50" E, 466.00 ft. from a 5/8 inch iron rod found for the westernmost corner of Lot 1, Block 2, Cimmaron Ranch Unit 1, a map of which is recorded in Volume 58, Pages 100 and 101, said Map Records; THENCE, S 60 deg. 57' 50" E, along said southwest boundary line of a 43.60 acre tract, a distance of 634.17 ft. to a 5/8 inch iron rod set for interior central northeasterly corner of the tract herein described and southeast corner of said 43.60 acre tract; THENCE, N 29 deg. 02' 10" E, 993.90 ft. along the southeast boundary line of said 43.60 acre tract to a 5/8 inch iron rod set for a northeasterly corner of the tract herein described and interior easterly corner of said 43.60 acre tract; THENCE, N 87 deg. 57' 21" E, along an easterly bonudary hue of said 43.60 acre tract, at 19.60 ft.. pass the southernmost or southwest right-of-way corner of Safety Steel Drive, a public road, and continuing along the south right-of-way line of said Safety Steel Drive, In all a distance of 270.57 ft. to a 5/8 inch iron rod found for the northernmost or northeast corner of the tract herein described and northwest corner of the northeasterly portion of a 75.757 acre City of Corpus Christi tract of land described by deed recorded In Volume 2138, Page 624, Deed Records of Names County, Texas; THENCE, along a westerly boundary line of the northeasterly portion of said City of Corpus Christi tract, S 01 deg. 56' 35" E, 790.30 It. to a 518 inch iron rod set for the northeasterly corner of the herein described tract and westerly corner of said northeasterly portion of City of Corpus Christi tract; THENCE, S 31 deg. 00' 54" W, 421.22 ft. along a westerly boundary line of said northeasterly portion of City of Corpus Christi tract, to a 5/8 inch iron rod set for interior easterly corner of the tract herein described; THENCE, continuing along • westerly boundary line of said northeasterly portion of City of Corpus Christi tract, S 01 deg. 18' 30" E, 848.61 ft. tog 4 inch iron rod found for the southeast corner of the tract herein described and interior central easterly corner of said City of Corpus Christi tract; THENCE, S 59 deg. 07' 18" W, along a northerly boundary line of the southwesterly portion of said City of Corpus Christi tract, a distance of 394.19 ft. to a 5/8 inch iron rod set at the point of curvature of a circular curve to the right having a central eagle of 55 deg. 00' 39", a radius of 1824.50 ft. and chord bearing S 86 deg. 29' 54" W, a distance of 1685.23 ft.; THENCE, along the arc of said circular curve to the right, being along a northerly boundary line of said southwesterly portion of City of Corpus Christi tract, a distance of 1751.74 ft. to a 4 Ineb iron pipe found at the point of tangency; THENCE, N 66 deg. 00' 24" W, along a northerly boundary line of said southwesterly portion of City of Corpus Christi tract, a distance *1803.30 ft. to a 4 inch iron pipe found at the point of curvature of a circular curve to the left having a central angle of 1S deg. 55' 54", a radius *1498.08 ft. and a chord bearing N 73 deg. 48' 36" W, a distance of 138.05 ft.; THENCE, along the are of said circular curve to the left, being along said northerly boundary line of the southwesterly portion of said City of Corpus Christi tract, a distance of 138.50 ft. to a 5/8 inch iron rod set for the westernmost corner of the tract herein described, easternmost corner of a 69.12 acre City of Corpus Christi tract of land described by deed recorded in Volume 2092, Page 778, said Deed Records, said westernmost corner being in the southeast boundary line of a 42 ft. wide drainage easement described by deed recorded la Volume 2035, page 665, said Deed Records, said westernmost corner of the tract herein described also being the westernmost corner of said 183.86 acre tract described in Document No. 898387; THENCE, along the northwest boundary line of said 183.86 acre tract, being along the southeast right-of-way line of said 42 ft. wide drainage easement and along the northwest boundary tines of said Lot 20, Section 22, N 29 deg. 02' 10" E, 1111.10 ft. to a 5/8 inch iron rod set for the northwest corner or westernmost north corner of the tract herein described; THENCE, 5 60 deg. 57' 50" E, 448.00 ft. to a 5/8 inch Iron rod set for interior westerly corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 20.00 ft. to a 5/8 inch iron rod set for westerly corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 110.00 ft. to a 5/8 inch iron rod set for westerly corner of the tract hereto described; THENCE, S 29 deg. 02' 10" W, 310.13 ft, to a 5/8 inch Iron rod set for interior westerly corner of the tract herein described; THENCE, S 66 deg. 00' 24" E, 312.15 ft. to a 5/8 inch iron rod set at the point of curvature of a circular carve to the lett having a central angle of 12 deg. 28' 44", a radius of 1074.50 ft. and a chord bearing 3 72 deg. 13' 56" E, a distance of 233.56 it.; THENCE, along the arc of said circular curve to the left, a distance of 234.02 ft. to a 5/8 inch iron rod set for central interior corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 362.06 it. to a 5/8 inch iron rod set for central interior corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 240.00 ft. to a 518 loch iron rod set for central corner of the tract herein described; THENCE, N 29 deg. 02' I0" E, 110.00 ft. to a 5/8 inch iron rod set for central corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 43.77 ft. to a 5/8 inch iron rod set for interior central corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 320.00 ft. to a 5/8 inch iron rod set for north central interior corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 35.52 ft. to a 5/8 Inch Iron rod set for north central corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 360.00 ft. to the POINT OF BEGINNING. TRACT TWO (Z); Description of a 20.503 acre tract of land, more or less, a portion of Lots Twelve (12), Thirteen (13), Twenty (20) and Twenty-one (21), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, ■ map of which is recorded In Volume A., Pages 41 through 43, Map Records, Nueces County, Texas, and also being a portion of a 183..86 acre tract of laud described by deed recorded at Document No. 898387, Official Public Records of Nueces County, Texas, said 20.503 acre tract as further described by metes and bounds as follows: BEGINNING ata 5/8 Inch Iron rod found for the westernmost corner of Lot 1, Block 2, Ciinmaron Ranch unit 1, a map of which b recorded in Volume 58, Pages 200 and 101, said Map Records, said beginning point for the northernmost or north central corner of the tract herein described; THENCE, along the southwest boundary line of said Block 2, Cimmaron Ranch Unit 1, and along a southwest boundary tine of a 43.60 acre tract of land described in Document No. 1997010298, said Official Public Records, 360 deg. 57' 50" E, 466.01 it. to a 5/8 Inch iron rod set for the easternmost or northeast corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 360.00 ft. to a 5/8 inch iron rod set for central interior easterly corner of the tract herein described; THENCE, 8 60 deg. 57' 50" E, 35.52 ft. to a 5/8 inch iron rod set for central easterly corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 320.00 ft to a 5/8 inch iron rod set for easterly corner oldie tract herein described; THENCE, N 60 deg. 57' 50" W, 43.77 i1. to a 5/8 inch iron rod set for Interior earner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 110.00 ft. to a 5/8 inch iron rod set for southeasterly interior corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 240.00 ft. to a 518 inch iron rod set for southeasterly corner of the tract hereto described; THENCE, S 29 deg. 02' 10" W, 362.06 ft to a 5/S Inch Iron rod set for the southernmost corner of the tract herein described and being in the arc of a circular curve to the right having a central angle of 12 deg. 28' 44", a radios of 107450 ft. and a chord bearing N 72 deg. 13' 56" W, a distance of 23356 fL; THENCE, along the arc of said circular curve to the right a dlatsnee of 234.02 It. to a 5/S inch iron rod set at the point of tangency; THENCE, N 66 deg. 00' 24" W, 312.15' to a 5/8 inch iron rod set for southerly corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 310.13' to a 5/8 Inch iron rod set for interior southerly corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 110.00 ft. to a 5/8 inch iron rod set for central interior southerly corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 20.00 ft. to a 5/8 inch iron rod set for southwesterly corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 448.00 ft. to a 5/8 inch iron rod set for the westernmost corner of the tract herein described In the northwest boundary line of said Lot 20, Section 22 and southeast boundary line of a 42 ft. wide drainage easement described by instrument recorded in Volume 2035, Page 655, Deed Records of Names County, Texas; THENCE, along the northwest boundary line of said Lot 20, Section 22 and said Lot 13, Section 22 and northwest boundary line of said 183.86 acre tract N 29 deg. 02' 10" E, 685.00 ft. to a 5/8 inch iron rod set for the northwest or northernmost western corner of the tract herein described and westernmost corner of a City Park as shown by said plat of Cimmaron Ranch Unit 1; THENCE, S 60 deg. 57' 50" E, along the southwest boundary line of said City Park and southwest right-of-way line of Rock Crest Drive, a distance of400.24 ft. to a 5/8 inch iron rod set for central interior northerly corner of the tract herein described and southernmost right-of-way corner of said Rock Crest Drive; THENCE, N 29 deg. 02' 10" E, 90.00 ft., along the southeast right-of-way line of said Rock Crest Drive to a 5/8 inch iron rod set at the point of curvature of a circular curve to the right having a central angle of 90 deg. 00' 00", a radius of 10.00 ft. and a chord bearing of N 74 deg. 02' 10" E, a distance of 14.14 it.; THENCE, along the arc of said circular curve to the right, being along a southeast right-of- way line of said Rock Crest Drive, a distance of 15.71 ft. to a 5/8 inch Iron rod set for interior central northerly corner of the tract herein described and southeast corner of the right-of-way of said Rock Crest Drive; THENCE, N 29 deg. 02' 10" E, along a southeast right-of-way line of said Rock Crest Drive, a distance of 50.00 ft. to a 5/8 inch iron rod set for north central interior corner of the tract herein described and southeast right-of-way corner of said Rock Crest Drive and being ha the arc of a circular curve to the right having a central angle of 90 deg. 00' 00", a radius of 10.00 it and a chord bearing N 15 deg. 57' 50" W, • distance of 14.14 ft.; THENCE, along the arc of said circular curve to the right, being along an easterly right-of- way line of said Rock Creat Drive,* distance of 15.71 ft. to a 5/8 inch iron rod set et the point of tangency; THENCE, continuing along a southeast right-of-way tine of said Rock Crest Drive, N 29 deg. 02' 10" E, 90.00 ft- to the POINT OF BEGINNING. AFTER RECORDING RETURN To: David L. Smith 5350 S. Staples St., Suite 407 Corpus Christi, Texas 78411 Docs $004044346 1Paee1 Filed i/E6/ oadai s59 AM Official Records of MECES COUNTY DYTYARRIRA COUNTCLERK Fees 127.11 STATE OF TEXAS COUNTT'OF NUECES 1 honor certify** tho nstrutnnnt wen FILED In Flo Number Sccuence on the date and at the erne stormed heroes M me. oma .:u Duly RECORDED. In ase Official Pudic Retook of Routs Candy _ Texas cowry CLERIC NUECES COUNTY. TECO onleascoAstonliealn iffefermonsInginalteNIRIONtripaa ottnacoascittaldleeePROPENTitalkablid ice:Secaaand0ev`.FamPfi ifstclt ms ,tadaid4ad undetorstlahie under A€ CERTIFICATE OF INTERESTED PARTIES FORM 1295 1011 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION Certificate 2017-237854 Date 07/1812017 Djjb0WIedgede the c OFFICE USE Number: Filed: c: ONLY OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. MPM Development, LP Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi Development Services Provide the identification number used by the govemmental entity or state agency to track or identify description of the services, goods, or other property to be provided under the contract. Royal Creek Estates Unit 7 Participation Agreement for Royal Creek Unit 7 ntct, and provide a 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling 1 Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. fO c' -L�t CINDY BUENO �•/-� (a A FP iNo 1178586-3 �'��'r . ... I. �J ♦ 1 • Notary P I � � - I ubiC • 4 b STATE OF TEXAS 5» My Comm. Exp, 11-04-2019 _ 51. ' "" rized agent . contracting business entity .t ISS( , this the 18 day of Ju - , AFFIXNO A'RRr SPAN' P TSC& `41311Ve 'v"-11,r- v' Swam to and subscribed before me, by the said l �q 20—9" , to certify which, witness my hand and seal of office. -n i � AB—JC 4g A Signature of officeeitivatdministering oath Printed name of officer administering oath Title of officer administering oath I=orms orovided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AMENDMENT OFWATER ARTERIAL TRANSMISSION AND GRID MAIN CONSTRUCTION AND REIMBURSEMENT AGREEMENT This is an amendment to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement,attached hereto as Exhibit A and made a part hereof,originally dated November 7, 2017, by and between: MPM Development, L.P. and the City of Corpus Christi. NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree to amend Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement, Section 5 as follows: 5. DEVELOPER AWARD CONTRACT FOR IMPROVEMENTS Developer shall award a contract and complete the improvements to 12 -inch waterline, under the approved plans and specifications, by November 7, 2020. All other terms and conditions of the original agreement remain effective and in full force. EXECUTED IN ONE ORIGINAL and made effective this L7—day of -3-:,1,11 , 2019. CITYOF CORPUS CHRISTI MPM DEVELOPMENT, L.P. Nina Nixon -Mendez, FAICP Director of Development Services APPROVEDAS TO FORM: Buck Brice AssistantCityAttorney for theCityAttorney STATE OF TEXAS COUNTY OF \AMCCC( (date) § M • - • es Mostaghasi General Partner This instrumentwasacknowledged beforemeon 1?) dayof k ,2019, byMossa Moses Mosta hasi General Partner, on behalfofMPM Developrfient, L.P. Y g � TANYA ROJAS My Notary ID # 128077089 Expires December 8, 2021 NotaryPublic'signatu 1 DDy=t 201604-84-94 AbDENDUM TO THE WATER ARTERIAL TRANSMISSION AND GRID MAIN CONSTRUCTION AND REIMBURSEMENT AGREEMENT This is an addendum to the Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement originally dated November 7, 2017, by and between: MPM Development, L.P. and the City of Corpus Christi. The terms and conditions of the original agreement remain effective and in full force, except for the following changes: NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree to amend Article 5 DEVELOPER AWARD CONTRACT FOR IMPROVEMENTS to read as follows: 5. DEVELOPER AWARD CONTRACT FOR IMPROVEMENTS Developer shall award a contract and complete the improvements to 12 -inch waterline, under the approved plans and specifications, by October 24, 2019. EXECUTED by the PARTIED, both of which hereby represent that the signatures to this AGREEMENT, below, are of those persons with the capacity and authority to legally bind the PARTIES. ATTEST: R becca uerta City Secretary 404-12-rf-A APPROVED AS TO FORM: 'RNA Otile Buck Brice Assistant City Attorney for the City Attorney Serf ZS CITY OF CORPIJ,S CHRIS Nina Nixon -Me ez, FAIC Director of Development Services , 2018 o QOUNCIL 1 0 1 MPM Development, L.P. By: ossa Moses Mostaghasi General Partner STATE OF TEXAS COUNTY OF MAI § § This instrument was acknowledged before me on 424 day of1u.Lk , 2018, by Mossa Moses Mostaghasi, General Partner, on behalf of MPM Dev lopment, L.P.. CINDY WEND 10# 1178588.3 Notary Public STATE OF TEXAS My Comm. Exp, 11.04.2810 &AA hi -4/117 Notaryic's Signa u 9 re 2 /1)10,} 3u/ Ya& --3019 Attention' City of Corpus Christi Development Services 2406 Leopard St., Ste. 100 (78408) P O. Box 9277 Corpus Christi, TX 78469-9277 Doc 2418048494 Pages 3 11/08/2018 4 50PM Official Records of NUECES COUNTY KARA SANDS COUNTY CLERK Fees $19.00 Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of Race! Color! Religion! Sex! Handicap! Familial Status: or National Origin is invalid and unenforceable under FEDERAL LAW: 3/12/89. STATE OF TEXAS COUNTY OF NUECES I hereby certify that this instrument was FILED in file number sequence on the date and at the time starved herein by me! and was duly RECORDED in the Official Public Records of Nueces County! Texas KARA SANDS 201704a024 - WATER O1.7O4 a024r WATER ARTERIAL TRANSMISSION AND GRID MAIN CONSTRUCTION AND REIMBURSEMENT AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This Water Arterial Transmission and Grid Main Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home - rule municipality, P.O. Box 9277, Corpus Christi, Texas, 78469-9277, and MPM Development, LP, ("Developer "), 426 S. Staples, Corpus Christi, Texas 78401. WHEREAS, the Developer, in compliance with the Unified Development Code ("UDC'), proposes to final plat the Property as shown on the attached final plat known as Royal Creek Estates Unit 7 ("Development"), as shown in Exhibit 1 (attached and incorporated); WHEREAS, under the UDC and as a condition of such plat of Royal Creek Estates Unit 7, Developer is required to construct a public waterline in order to record such plat; WHEREAS, Developer has submitted an application for reimbursement of the costs of extending a 12 -inch waterline from the existing 12 -inch located on the south side of Oso Parkway for a distance of 1187 linear feet in order to connect to water grid main along Oso Parkway) and consistent with the Unified Development Code (Exhibit 2); WHEREAS, it is in the best interests of the City to have the 12 -inch waterline on Oso Parkway for a distance of 1187 linear feet installed by Developer in conjunction with the final plat; WHEREAS, Resolution No. 026869 authorized the acceptance of applications to be eligible for reimbursement in the future when funds are fully available in, and are appropriated by City Council, the Arterial Transmission and Grid Main Line Trust Fund as per the UDC, Section 8.5.1.C(1), and WHEREAS, Chapter 212 of the Texas Local Government Code authorizes a municipality to make a contract with a Developer of a subdivision or land in the municipality to construct public improvements related to the subdivision or land; NOW, THEREFORE, in consideration set forth hereinafter and in order to provide a coordinated waterline construction project, the City and Developer agree as follows: Subject to the terms of this Agreement and the plat of Royal Creek Estates Unit 7, Developer will construct the 12 -inch waterline for and on behalf of the City in accordance with the plans and specifications as are approved by the City Engineer on behalf of the City. 4, 1. REQUIRED CONSTRUCTION The Developer shall construct the 12 -inch waterline improvements, in compliance with the City's UDC and under the plans and specifications approved by the Development Services Engineer. 2. PLANS AND SPECIFICATIONS a. The Developer shall contract with a professional engineer, acceptable to the City's Development Services Engineer, to prepare plans and specifications for the construction of the 12 -inch waterline, as shown in Exhibit 3, with the following basic design: 1. Install 1187 linear feet of 12 -inch PVC waterline pipe. 2. Install five (5) tees 12 inch 3. Install two (2) 12 -inch caps tapped for 2 -inch 4. Install four (4) 12 -inch gate valves with box 5. Install 14 linear feet of 6 -inch PVC waterline pipe 6. Install three (3) fire hydrant assembly 7. Install three (3) 6 -inch gate valves with box 8. Install two (2) 6 -inch 90 degree elbows 9. Install six (6) 6 -inch dia. X 30 -inch long PVC pipe nipple b. The plans and specifications must comply with City Water Distribution Standards and Standard Specifications. c. Before the Developer starts construction the plans and specification must be approved by the City's Development Services Engineer. 3. SITE IMPROVEMENTS Prior to the start of construction of the 12 -inch waterline improvements, Developer shall acquire and dedicate to the City the required additional utility easements "Easements", if necessary for the completion of the 12 -inch waterline. If any of the property needed for the Easements is owned by a third party and Developer is unable to acquire the Easements through reasonable efforts, then the City will use its powers of eminent domain to acquire the Easements. 4. PLATTING FEES Developer shall pay to the City of Corpus Christi the required acreage fees and pro -rata fees as required by the UDC for the area of the improvements for the construction of the 12 -inch waterline. The required acreage fees Developer is to pay to the City under the UDC for the 12 -inch waterline improvements will be Page 2 of 10 credited to Developer provided that an application for credit, including cost - supporting documentation, has been submitted to the Assistant City Manager of Development Services prior to the installation of the 12 -inch waterline and is approved. 5. DEVELOPER AWARD CONTRACT FOR IMPROVEMENTS Developer shall award a contract and complete the improvements to 12 -inch waterline, under the approved plans and specifications, by October 24, 2018. 6. TIME IS OF THE ESSENCE Time is of the essence in the performance of this contract. 7. PROMPT AND GOOD FAITH ACTIONS The parties shall act promptly and in good faith in performing their duties or obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 8. DEFAULT The following events shall constitute default: a. Developer fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval by City Council. b. Developer's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services by the 40th calendar day after the date of approval by City Council. c. Developer fails to award a contract for the construction of the project, according to the approved plans and specifications, by the 70th calendar day after the date of approval by City Council. d. Developer's contractor does not reasonably pursue construction of the project under the approved plans and specifications. e. Developer's contractor fails to complete construction of the project, under the approved plans and specifications, on or before October 24, 2018. f. Either the City or Developer otherwise fails to comply with its duties and obligations under this Agreement. 9. NOTICE AND CURE a. In the event of a default by either party under this Agreement, the non - defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in detail the nature of the default and the requirements to cure such default. Page 3 of 10 b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ("Cure Period") to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non -defaulting party may pursue its remedies in this section. d. Should Developer fail to perform any obligation or duty of this Agreement, the City shall give notice to Developer, at the address stated above, of the need to perform the obligation or duty, and should Developer fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to Developer by reducing the reimbursement amount due Developer. e. In the event of an uncured default by the Developer, after the appropriate notice and cure period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default. 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project. 3. Perform any obligation or duty of the Developer under this agreement and charge the cost of such performance to Developer. Developer shall pay to City the reasonable and necessary cost of the performance within 30 days from the date Developer receives notice of the cost of performance. In the event that Developer pays the City under the preceding sentence, and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and cure period, the Developer has all its remedies at law or equity for such default. 10. FORCE MAJEURE a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemic; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party shall give written notice of the full particulars of the force majeure to the Page 4 of 10 other party within ten (10) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed, but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 11. NOTICES a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other Party in writing at the following address: 1. If to the Developer: MPM Development, L.P. ATTN: Mossa Moses Mostaghasi 426 S. Staples Corpus Christi, Texas 78401 2. if to the City: City of Corpus Christi 1201 Leopard Street (78401) P.O. Box 9277 Corpus Christi, Texas 78469 ATTN: Assistant City Manager Development Services b. Notice required by the paragraph may be by United States Postal Service, First Class Mail, Certified, Return Receipt Requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change of address for notices by giving notice of the change under the provisions of this section. 12. THIRD -PARTY BENEFICIARY Developer's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the project, contracts for testing services, and with the contractor for the construction of the project must provide that the City is a third party beneficiary of each contract. 13. PERFORMANCE AND PAYMENT BONDS Developer shall require its contractor for the construction of the project, before beginning the work, to execute with Developer and the City a performance bond if the contract is in excess of $100,000 and a payment bond if the contract is in excess of $25,000. The performance and payment bond must comply with Texas Government Code, Chapter 2253 and must be in the form and substance as attached to this Agreement. 14.. WARRANTY Developer shall fully warranty the workmanship of and function of the 12 -inch waterline improvements and the construction thereof for a period of one year from and after the date of acceptance of the facilities by the City Engineer. Page 5 of 10 15. REIMBURSEMENT a. Subject to the appropriation of funds, the City will reimburse the Developer 100% of the reasonable cost of the 12 -inch waterline improvements, not to exceed $109,354.20. See attached cost estimate (Exhibit 4). b. Subject to the appropriation of funds, the City agrees to reimburse the Developer on a monthly basis upon invoicing for work performed. The reimbursement will be made no later than 30 -days from the date of the invoice. Developer shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement as detailed in Exhibit 5. c. To be eligible for reimbursement, the work completed in a good and workmanlike manner, and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. d. In the event that this Agreement is terminated by the City at a time when there has been a partial completion and partial payment for the improvements, then the City shall only reimburse Developer for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that there is an uncured default by the Developer. 16. INDEMNIFICATION DEVELOPER, COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS SUITS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ASSERTED AGAINST OR RECOVERED FROM CITY ON ACCOUNT OF INJURY OR DAMAGE TO PERSON INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS COMPENSATION AND DEATH CLAIMS, OR PROPERTY LOSS OR DAMAGE OF ANY OTHER KIND WHATSOEVER, TO THE EXTENT ANY INJURY, DAMAGE, OR LOSS MAY BE INCIDENT TO, ARISE OUT OF, BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, THE DEVELOPER'S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT OR TO PROVIDE CITY WATER SERVICE TO THE DEVELOPMENT, INCLUDING INJURY, LOSS, OR DAMAGE WHICH ARISE OUT OF OR ARE IN ANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE DEVELOPMENT DESCRIBED ABOVE, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM, REGARDLESS OF WHETHER THE INJURY, DAMAGE, LOSS, VIOLATION, EXERCISE OF RIGHTS, ACT, OR OMISSION IS CAUSED OR IS CLAIMED TO Page 6 of 10 BE CAUSED BY THE CONTRIBUTING OR CONCURRENT NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, BUT NOT IF CAUSED BY THE SOLE NEGLIGENCE OF INDEMNITEES, OR ANY OF THEM, UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY, AND INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS FEES, WHICH ARISE, OR ARE CLAIMED TO ARISE, OUT OF OR IN CONNECTION WITH THE ASSERTED OR RECOVERED INCIDENT. THIS INDEMNITY SPECIFICALLY INCLUDES ALL CLAIMS, DAMAGES, AND LIABILITIES OF WHATEVER NATURE, FORESEEN OR UNFORESEEN, UNDER ANY HAZARDOUS SUBSTANCE LAWS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (A) ALL FEES INCURRED IN DEFENDING ANY ACTION OR PROCEEDING BROUGHT BY A PUBLIC OR PRIVATE ENTITY AND ARISING FROM THE PRESENCE, CONTAINMENT, USE, MANUFACTURE, HANDLING, CREATING, STORAGE, TREATMENT, DISCHARGE, RELEASE OR BURIAL ON THE PROPERTY OR THE TRANSPORTATION TO OR FROM THE PROPERTY OF ANY HAZARDOUS SUBSTANCE. THE FEES FOR WHICH THE DEVELOPER SHALL BE RESPONSIBLE UNDER THIS SUBPARAGRAPH SHALL INCLUDE BUT SHALL NOT BE LIMITED TO THE FEES CHARGED BY (I) ATTORNEYS, (II) ENVIRONMENTAL CONSULTANTS, (III) ENGINEERS, (IV) SURVEYORS, AND (V) EXPERT WITNESSES. (B) ANY COSTS INCURRED ATTRIBUTABLE TO (I) THE BREACH OF ANY WARRANTY OR REPRESENTATION MADE BY DEVELOPER/OWNER IN THIS AGREEMENT, OR (II) ANY CLEANUP, DETOXIFICATION, REMEDIATION, OR OTHER TYPE OF RESPONSE ACTION TAKEN WITH RESPECT TO ANY HAZARDOUS SUBSTANCE ON OR UNDER THE PROPERTY REGARDLESS OF WHETHER OR NOT THAT ACTION WAS MANDATED BY THE FEDERAL, STATE OR LOCAL GOVERNMENT. THIS INDEMNITY SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE AGREEMENT. 17. ASSIGNMENT OF AGREEMENT This Agreement may be assigned by Developer to another with the written consent of the City's City Manager. 18. COVENANT RUNNING WITH THE LAND This Agreement is a covenant running with the land, Royal Creek Estates Unit 7, a subdivision in Nueces County, Texas, and must be recorded in the Official Public Records of Nueces County, Texas. The duties, rights, and obligations of the Agreement are binding on and inure to the benefit of the Developer's successors or assigns. 19. DISCLOSURE OF OWNERSHIP INTERESTS Page 7 of 10 Developer further agrees, in compliance with the City Ordinance No. 17110, to complete, as part of this Agreement, the Disclosure of Ownership interests form attached hereto as Exhibit 6. 20. AUTHORITY All signatories signing this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signature. 21. EFFECTIVE DATE This Agreement shall be executed in one original, which shall be considered one instrument. *This Agreement becomes effective and is binding upon, and inures to the benefit of the City and Developer from and after the date that all original copies have been executed by all signatories. EXECUTED IN ONE original, *this day of , 2017. SIGNATURES FOUND ON PAGES 9 and 10. Page 8 of 10 Developer MPM Development, L.P. ATTN: Massa Moses Mostaghasi 426 S. Staples Corpus Christi, Texas By: General Partner THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was signed by Mossa Moses Mostaghasi, General Partner, MPM Develo gent, L.P., Limited Partnership,_and acknowledged before me on the 77 day of 2017. Notary Public, State of Texas '''""- w CINDY BUENO } 'fit" °£'• 1D #117858&3 r Notary Publ#c STATE OF TEXAS i _? _,* V Comm: Exp. 11.04.2019 Page 9 of 10 CITY OF CORPUS CHRISTI: ATTEST: By: Rebecca Huerta City Secretary THE STATE OF TEXAS § COUNTY OF NUECES § By: ,, rte• Willi J. Green, P.E. Development Services Interim Director This instrument was signed by Rebecca Huerta, City Ser ry, for th Christi, Texas, and acknowledge. •efore me on the ay of 2017. - No = ry Pu Iic, State Of Texas THE STATE OF TEXAS § § COUNTY OF NUECES § This ipstrument Dir _ct_or, for the day of was signed by Ci •f Cprpu p "`ti\ MONIQUE TAMEZ LERMA. ID# 1146231.1 • Notary Pubic `./�• STATE OF TO(AS .4-ttrf My Comm, Exp, 01-23-2021 ik V V V"V \rYY"2 V Y Y -tel City of C• rpus rd . 0 312KILc. COUNCIL SECR TA v William J. green, P.E., Development Services Interim •;ti, T xas, and acknowledged before me on the No ary Pu Iic, State Of Tex c.;; P ,�� MONIQUE TAMEZ LERMA 1. A ID# 1146231-1 t i jv STATElic OF TEXAS �1' My Comm. Exp. 01-23-2021 PA./ •ry v v v APPROVED AS TO FORM: This day of Ocie p fitieJ Assistant City Attorney For the City Attomey v V v v v , 2017. RECORDER'S MEMORANDUM t was sound to At the time of recordation, h reproduction be inadequate for the best photograph discolored because of illegibility, carbon or photocopy, paper, etc. All btockout additions and changes were present at the time instrument was filed and recorded. 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E 1413 Y 0gg Z Lec4L-)-g Q U O 0* O 0 rg a } g } b y 3§04 8 EE{� t: � ¢PtP116.=EYrik iltsaa ® 0 '341gL1 at 0 0ts 0 0 1-• hg_k 1 $x 0 0 or Y �I a�y i It 1• co .4 J - APPLICATION FOR WATER LINE REIMBURSEMENT We, MPM Development, LP, P.O. Box 331308, Corpus Christi, Texas 78463, owners and developers of the proposed Royal Creek Estates Unit 7 Subdivision, hereby request reimbursement of $109,354.20, as provided for by City Ordinance No. 17092. $109,354.20 is the construction cost, including 11% Engineering, Surveying, and Testing, in excess of the acreage fee, as shown by the cost supporting documents attached herewith. ghasi, President MPM Development, LP. THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on Ott ti I 1.1-^ Date ,2017, by Mossa velopment, LP, on behalf of the said corporation. 4 , 1,1,f, ;\ CINDY BUENO {'�' "t ID #1 t78588•3 ` 0 i NotRry PUbiic `AS ` T i ,,' My Comtm gx0.t 1 04 2019 Fe ( Notary Public inilAt9for Nueces County, Texas CERTIFICATION The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a) Sufficiency of funds in the Distribution Main Trust Fund, and (b) Appropriation and approval by the City Council. et eL-fg ( Development Services Engineer (Date) APPLICATION FOR WATER LINE CREDIT We, MPM Development, LP, P.O. Box 331308, Corpus Christi, Texas 78463, owners and developers of proposed Royal Creek Estates Unit 7 subdivision, hereby apply for $8,714.28 credit towards the water acreage fee for the installation of the water grid main as provided for by City Ordinance No. 17092, $118,068.48 is the construction cost, including 11% Engineering, Surveying, and Testing, as shown by the cost supporting documents attached herewith. THE STATE OF TEXAS § COUNTY OF NUECES § , President ment, LP. This instrument was acknowledged before me on Massa Mostaghasi, President of MPM Development, LP. CINDY BUENO 10 #.1178588.3 Notary Public STATE OF TEXAS My Comm. 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X / , t \-.,•*,,, \ :::.1 • \ • s. • .1' V '` ,s • • .. \ • \\,' ' 1 ' \ 1 \ .., it \ ''.•• ‘,,-" ' • \ , / • : . e. — ,,..-e.. , ,•,.. \\ .-..„, ' / ':'• 'tkc, '' • ./', . ,/ • ; •-• \ VV.,• / ',/ • . ;tt'. t• ,.'il'a \ . ' '`... ''‘`'t. -,- \r t..";' \ >. •, tC):D '-‘ / A tZ " • 't t • ' ",X \ , • \ ' . . r• \ ' C \ 'I.- -..'• • ' \ t ''. . • 't N: = C. -At' 1 t • • ' ''.. '‘, '1/(cO''' , „, t, 1 • ‘, t ; I 1190: ' . • ' \ •1 A. 971 4 fi ilF,51,r SIM+. ,1.• APO ,Mcr !IT 14: tri Y e. 1 8Fi 1 t1 i i 1 t ;it'ii if it 1 ii 1 . PAIS, ; j ;j t ; t r i� !1 ��'� li �� II, i i' a!t!1 'D! i HI .t ! `1a ti Ali 11 3i h + ;D� ilii! ;i: 1; ie i_ i t-tli i i iii 1;! 1t fi tr it•, 'ell 1 , Dlll.t. ,• 1i, j`! DiI, P ;i Ij ,iii}11, ,i� it p ,5t ,;i ll •11i `et 1 it' ii D l il• i i i ,ti' 61 i.11;I:111 tir l i ;1S , ;;iiLIi%3;it ,!l113�1. ; i1,; ;t; t�: hal #irriDii1i1tlJreiii Jt j i 1114!j !t •lt 'la ;11111tiiiirllij�iltlit'r1i11 i 1/.1#1tliilri pititl I I NIXON M. WELSH, P.E., R.P.L.S. Email: NixMW@aoLcom BASS WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 ROYAL CREEK ESTATES UNIT 7 12" WATER GRID MAIN REIMBURSEMENT ESTIMATE 09/07/16 UNIT 3054 S. Alameda SL 361 882-5521— FAX 361 882-1265 UNIT PRICE AMOUNT 1 12" PVC PIPE 1187 LF 60.00 $71,220.00 2 12" TEE 5 EA 850.00 4,250.00 3 12" CAP TAPPED FOR 2" 2 EA 350.00 700,00 4 12" GATE VALVE WITH BOX 4 EA 3,200.00 12,800.00 5 6" PVC PIPE 14 LF 32.00 448.00 6 FIRE HYDRANT ASSEMBLY 3 EA 4,000.00 12,000,00 7 6" GATE VALVE WITH BOX 3 EA 950.00 2,850.00 8 6" 90' ELBOW 2 EA 300.00 600.00 9 6" DIA X 30" PVC PIPE NIPPLE 6 EA 250.00 1,500.00 SUBTOTAL 11% ENGINEERING, SURVEYING & TESTING TOTAL CONSTRUCTION LESS CITY WATER ACREAGE FEE TOTAL AMOUNT REIMBURSABLE Page 1 of 1 5106,368.00 $11.700.48 5118,068.48 •S8.714.28 5109,354.20 INSURANCE REQUIREMENTS CONTRACTOR'S LIABILITY INSURANCE A. Contractor shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Contractor shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability policy and Business Auto Liability policy, and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates or by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate COMMERCIAL GENERAL LIABILITY 1. Broad Form 2. Premises _, Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage ' 6. Independent Contractors 7. Personal and Advertising Injury 8. Professional Liability (if applicable) 9. Underground Hazard (if applicable) 10. Environmental (if applicable) $1,000,000 Per Occurrence $2,000,000 Aggregate BUSINESS AUTOMOBILE LIABILITY 1. Owned 2. Hired & Non -owned 3. Rented & Leased $1,000,000 Combined Single Limit WORKERS' COMPENSATION (for paid employees) EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit. $500,000 / $500,000 / $500,000 PROPERTY INSURANCE Contractor shall be responsible for insuring all owned, rented, or leased personal property for all perils. C. In the event of accidents of any kind related to this project, Contractor shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. Exhibit 4 Page 1 of 3 II. ADDITIONAL REQUIREMENTS A. Contractor must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. An "All States endorsement shall be included for Companies not domiciled in Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.Q. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-4555- Fax # D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, or comparable policy language, as respects to operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City. • 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 suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Exhibit 4 Page 2 of 3 G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and completed operations and activities under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Exhibit 4 Page 3 of 3 City of Corpus "eI" r =Christi DISCLOSURE OF INTERESTS City or Carpus Christi, Tams Department or Development Services P.O. Box 9277 Corpus Christi, Texas 78469-9277 (361)826.3240 Located at. 2406 Leopard Stteel (Comer or Leopard St and Pon Ace ) City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". NAME: MPM Development, LP STREET: PO Box 331308 CITY: Corpus Christi ZIP: 78463 FIRM is: rEj Corporation 0 Partnership 0 Sole Owner ❑ Association 0 Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Job Title and City Department (if known) NA NA 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 NA NA 3. State the names of each N"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 NA NA 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 NA Consultant NA CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Moses Mostaghasi Title: General Partner (Print) Signature of Certifying Person: 7 ? Date: 8/1117 K1DEVELOPMENTSVCSSIIARED`LANDDEVELOPMENTORDINANCEADAIINISTRXDONU PPLICATIONFORMS'FORMSASPERLEGAL'201:1DISCLOSUREOFINTERESTS Page 1 of 2 STATEMENTI 27 12 DOC �� DEFINITIONS a. "Board Member". A member of any board, commission or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee". Any person employed by the City of Corpus Christi, Texas, either on a full or part time basis, but not as an independent contractor. c. "Firm". Any entity operated for economic gain, whether professional, industrial or commercial and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust and entities which, for purposes of taxation, are treated as non-profit organizations. d. "Official". The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads and Municipal Court Judges of the City of Corpus Christi, Texas. e. "Ownership Interest". Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate or holding entity. "Constructively held" refers to holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "Consultant'. Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. K DEVELOPMENTSVCSN.SHARED,LAND UEVELOPAMEN (ORDINANCE ADMINISTRATIOMAPPLICATlON FORMS FORMS AS PER LEOAL12OI2'DISCLOSURE OF INTERESTS 2 of 2 STATEMENT' 27 12 DOC Exhibit 5 Page Doc* 21384044346 ASSUMPTION WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Date: August 4.5 , 2004 Grantor: MOSSA MOSTAGHASI d/b/a MPM Homes Grantor's Mailing Address: 3546 Ptcadilly Corpus Christi, Nueces County, Texas 78414 Grantee: MPM DEVELOPMENT, L. P, Grantee's Mailing Address: 3546 Plcadilly Corpus Christi, Nueces County, Texas 78414 Consideration: Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor by the Grantee, and the Grantee's assumption of the unpaid principal and Interest on two notes: (i) one certain note in the original principal sum of $725,000.00 dated April 13, 2004, payable to the order of First National Bank which is secured by the prior and superior vendor's lien on Tract One (1), and by a first lien deed of trust (to said Tract One) of even date from Grantee to Michael V. McCarthy, Trustee; and (if) one certain note in the original principal sum of $1,045,000.00 dated April 13, 2004, payable to the order of First National Bank, which is secured by a prior and superior vendor's lien on Tract Two (2) of the Property and by a first lien deed of trust (to said Tract Two) of even date from Grantee to Michael V. McCarthy, Trustee. Grantee agrees to indemnify and hold Grantor harmless from the payment of the note and from the performance of the Grantor's obligations specified in the Instrument securing payment of the note. Property: Being 108.037 acres of land, more or less, out of Lots Six (6), Seven (7), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Twenty (20), Twenty-one (21), Twenty-two (22) and Twenty-three (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, as shown by the map or plat thereof. recorded In Volume A. Pages 41-43, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes, and being more particularly described in two (2) tracts as follows, to wit: ASSUMP TRACT ONE (1): Description of an 87,534 acre tract of land, more or less, a portion of Lots Six (8), Seven (7), Ten (10), Eleven (11), Twelve (12), Twenty (20), Twenty-one (21), Twenty-two (22) and Twenty-three (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, as shown by the map or plat thereof, recorded in Volume A, Pages 41 through 43, Map Records of Nueces County, Texas, and being a portion of a 183.86 acre tract of land described by deed recorded at Document No. 898387, Official Public Records of Nueces County. Texas, said 87.534 acre tract as further described by metes and bounds as shown on Exhibit "A" attached hereto and incorporated herein, TRACT TWO (2): Description of a 20.503 acre tract of land, more or less, a portion of Lots Twelve (12), Thirteen (13), Twenty (20), and Twenty-one (21), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, as shown by the map or plat thereof, recorded In Volume A, Pages 41 through 43. Map Records of Nueces County, Texas, and also being a portion of a 183.86 acre tract of land described by deed at Document No. 898387. Official Public Records of Nueces County, Texas, said 20.503 acre tract as further described by metes and bounds as shown on Exhibit 'A" attached hereto and incorporated herein. Reservations from and Exceptions to Conveyance and Warranty: This conveyance is made and accepted subject to all valid and existing easements, restrictions, rights-of-way, mineral reservations and leases, conditions, exceptions, reservations and covenants, of whatever nature of record with the County Clerk of Nueces County, Texas, affecting said property, and also to the zoning laws and other restrictions, regulations, ordinances, and statutes of municipal or other governmental authorities applicable to and enforceable against the property, and ad valorem taxes for the tax year 2004, which are hereby assumed by the Grantee. Notwithstanding disclosures required by law to be given by Seller(s) to Purchaser(s) prior to and/or contemporaneous with transfer of title or recordation of public notice of Such transaction, Grantor(s) and Grantee(s) hereby acknowledge their mutual agreement, as negotiated, which is a factor in the price for the property hereinabove described, that with this conveyance GRANTOR(8) SELLS AND CONVEYS SAID PROPERTY TO GRANTEE(s) AND GRANTEE(S) ACCEPTS SAID PROPERTY IN "AS IS" CONDITION, WHERE 1S, AND WITH ALL FAULTS, EXCEPT FOR THE WARRANTY OF TITLE PROVIDED HEREIN, AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES, OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY OR THIS DEED FROM OR ON BEHALF OF THE GRANTOR, INCLUDING, WITHOUT LIMITATION (1) THE VALUE, CONDITION, MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (It) THE MANNER OR THE QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THEIMPROVEMENTS, IF ANY, ON THE PROPERTY, ANO (ill) THE MANNER OF REPAIR, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR OF THE PROPERTY. GRANTEE AGREES THAT GRANTOR HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PROPERTY AND ITS COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDINANCES, ORDERS OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL A3iUMM wa Pop.2 PROTECTION AGENCY REGULATIONS AT 40 C.F.R. PART 2261, OR HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILJTY ACT OF 1990, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. FURTHER GRANTEE AGREES THAT GRANTOR 1S NOT LIABLE OR BOUND IN ANY MANNER SY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN THIS DEED, and that Grantee(s) acknowledges sole reliance upon Grantee's own inspections and/or investigations, If any, of said property and upon Grantee's own due diligence in regard thereto, it being the Intention of Grantor and Grantee to expressly negate and exclude all warranties including without limitation, the Implied warranties of merchantability and fitness for any particular purpose and warranties created by an affirmation of fact or promise or by any description of the property or by any sample or model or any other warranties whatsoever contained in or created by the Texas Uniform Commercial Code. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty. grants, sells, and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold It to Grantee, Grantee's heirs, executors. administrators, successors, or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs. executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same of any part thereof, except as to the reservations from and exceptions to warranty. When the context requires, singular nouns and pronouns include the plural. MOSSA MO°P'f'AGHASI d/b/a MPM Homes THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the1..3 day of August, 2004, by Massa Mostaghasi, d/b/a MPM Homes. Not P -ft.-State of XMS P. 3 1 c,ew file No.: $1737146 EXHIBIT "A" Being 108.037 acres of land, more or las, out of Lots Six (6), Seven (7), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Twenty (20), Twenty-one (21), Twenty-two (22), and Twenty-three (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, es shown by the map or plat thereof, recorded in Volume A, Pages 41- 43, Map Records of Nueeea County, Texas, to which reference is here made for all pertinent purposes, and being more particularly described In two (2) tracts as follows, to -wit: TRACT ONE q); Description of an 87.534 acre tract of land, more or less, a portion of Lots Sir (6), Seven (7), Ten (10), Eleven (11), Twelve (12), Twenty (20), Twenty-one (21), Twenty-two (22) and Twenty-three (23), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, a map of which Is recorded in Volume A, Pages 41 through 43, Map Records of Nueces County, Texas, and being a portion of a 183.86 acre tract of land described by deed recorded at Document No. 898387, Of[Icial ?While Records of Nucces County, Texas, said 87.534 acre tract as further described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod set in a southwest boundary line of a 43.60 acre tract of land described in Document No. 1997010298, said Official Public Records, said beginning point for a north central corner of the tract herein described and said beginning point bears S 60 deg. 57' 50" E, 466.00 it. from * 5/8 inch iron rod found for the westernmost corner of Lot 1, Block 2, Cimmaron Ranch Unit 1, a map of which is recorded in Volume 58, Pages 100 and 101, said Map Records; THENCE, 5 60 deg. 57' 50" E, along said southwest boundary line of a 43.60 acre tract, a distance of 634.17 ft. to a 5/8 inch iron rod set for interior central northeasterly corner of the tract herein described and southeast corner of said 43.60 acre tract; THENCE, N 29 deg. 02' 10" E, 993.90 ft. along the southeast boundary line of said 43.60 sere tract to a 5/8 inch iron rod set for a northeasterly corner of the tract herein described and interior easterly corner of said 43.60 acre tract; THENCE, N 87 deg. 57' 21" E, along an easterly boundary line of said 43.60 acre tract, at 19.60 It. pass the southernmost or southwest right-of-way corner of Safety Steel Drive, a public road, and continuing along the south right-of-way line of saki Safety Steel Drive, In all a distance of 270.57 It. to a 5/8 inch iron rod found for the northernmost or northeast corner of the tract herein described and northwest corner of the northeasterly portion of a 75.757 acre City of Carpus Christi tract of land described by deed recorded in Volume 2138, Page 674, Deed Records of Nueces County, Texas; THENCE, along a westerly boundary line of the northeasterly portion of said City of Corpus Christi tract, S 01 deg. 56' 35" E, 790.30 ft. to a 5/8 inch Iron rod set for the northeasterly corner of the herein described tract and westerly corner of said northeasterly portion of City of Corpus Christi tract; THENCE, S 31 deg. 00' 54" W, 421.22 ft. along a westerly boundary line of said northeasterly portion of City of Corpus Christi tract, to a 5/8 inch iron rod set for interior easterly corner of the tract herein described; THENCE, continuing along a westerly boundary line of said northeasterly portion of City of Corpus Christi tract, S 01 deg. 18' 30" E, 848.61 ft. to a 4 inch iron rod found for the southeast corner of the trset herein described and interior central easterty corner of said City of Corpus Christi tract; THENCE, S 59 deg. 07' 18" W, along a northerly boundary line of the southwesterly portion of said City of Corpus Christi tract, a distance of 394.19 ft. to a 5/8 inch iron rod set the00a rtof adin curvature 14.50 a and * ch chord the S 86 deg. 9', 54" W, a distance ofangle of 55 d. 1685.23 ft.; THENCE, along the arc of said circular curve to the right, being along a northerly boundary line of said southwesterly portion of City of Corpus Christi tract, a distance of 1751.74 fit,. to a 4 inch iron pipe found at the point of tangency; THENCE, N 66 deg. 00' 24" W, along a northerly boundary line of said southwesterly portion of City of Corpus Christi tract, a distance of 803.30 ft. to a 4 inch iron pipe found at the point of curvature of a circular curve to the Left having a central angle of 15 deg. 55' 54", a radius of 498.08 ft. and a chord bearing N 73 deg. 48' 36" W, a distance of 138.05 ft.; THENCE, along the arc of said circular curve to the left, being along said northerly boundary tine of the southwesterly portion of said City of Corpus Christi tract., a distance of 138.50 ft. to a 5/8 inch iron rod set for the westernmost corner of the tract herein described, easternmost corner of a 69.12 acre City of Corpus Christi tract of land described by deed recorded in Volume 2092, Page 778, said Deed Records, said westernmost corner being in the southeast boundary line of a 42 ft. wide drainage easement described by deed recorded is Volume 2035, page 665, said Deed Records, said westernmost corner of the tract herein described also being the westernmost corner of said 183.86 acre tract described In Document No. 898387; THENCE, along the northwest boundary line of said 183.86 acre tract, being along the southeast right-of-way line of said 42 ft. wide drainage easement and along the northwest boundary lines of said Lot 20, Section 22, N 29 deg. 02' 10" E, 1111.10 ft. to a 518 inch iron rod set for the northwest corner or westernmost north corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 448.00 ft. to a 5/8 inch Iron rod set for interior westerly corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 20.00 ft. to a 5/8 inch iron rod set for westerly corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 110.00 ft. to a 5/8 inch iron rod set for westerly corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 310.13 ft. to a 518 inch iron rod set for interior westerly corner of the tract herein described; THENCE, S 66 deg. 00' 24" E, 312.15 ft. to a 5/8 inch iron rod set at the point of curvature of a circular curve to the left having a central angle of 12 deg. 28' 44", a radius of 1074.50 ft. and a chord bearing S 72 deg. 13' 56" E, a distance of 23356 ft.; THENCE, along the arc of said circular curve to the left, a distance of234.02 ft. to a 5/8 inch iron rod set for central interior corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 362.06 ft. to a 5/8 inch iron rod set for central tnterior corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 240.00 ft. to a 518 Inch iron rod set for central corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 110.00 ft. to a 5/8 inch iron rod set for central corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 43.77 ft. to a 5/8 inch iron rod set for interior central corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 320.00 fL to a 518 fnch iron rod set for north central interior corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 35.52 ft, to a 5/8 inch iron rod set for north central corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 360.00 ft. to the POINT OF BEGINNING. TRACT. TWO (2); Description of a 20.503 acre tract of land, more or less, a portion of Lots Twelve (12), Thirteen (13), Twenty (20) and Twenty-one (21), Section Twenty-two (22), FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, ■ map of which b recorded in Volume A., Pages 41 through 43, Map Records, Nneces County, Texas, and also being a portion of a 183.86 acre tract of land described by deed recorded at Document No. 898387, Official Public Records of Nueces County, Texas, said 20.503 acre tract as further described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod found for the westernmost corner of Lot 1, Block 2, Cimmaron Ranch Unit 1, a map of which is recorded in Volume 58, Pages 100 and 101, said Map Records, said beginning point for the northernmost or north central corner of the tract herein described; THENCE, along the southwest boundary line of said Block 2, Cinsnsaron Ranch Hail 1, and along a southwest boundary Line of a 43.60 acre tract of land described in Document No. 1997010298, said Official Public Records, S 60 deg. 57' 50" E, 466.01 it. to a 5/8 inch iron rod set for the easternmost or northeast corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 360.00 ft. to a 5/8 inch iron rod set for central interior easterly corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 35.52 ft. to a 5/8 inch iron rod set for central easterly corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 320.00 ft. to a 5/8 inch iron rod set for easterly corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 43.77 ft. to a 5/8 inch iron rod set for interior corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 110.00 ft. to a 5/8 inch iron rod set for southeasterly interior corner of the tract herein described; THENCE, S 60 deg. 57' 50" E, 240.00 ft. to a 5/8 inch iron rod set for southeasterly corner of the tract herein described; TUBNCE, S 29 deg. 02' 10" W, 362.06 ft. to a 5/8 inch iron rod set for the southernmost corner of the tract herein described and being in the are of a circular curve to the right having a central angle of 12 deg. 28' 44", a radius of 1074.50 it and a chord bearing N 72 deg. 13' 56" W, a distance of 23356 ft.; THENCE, along the arc of said circular curve to the right a distance of 234.02 ft. to a 5/8 inch iron rod set at the point of tangency; 'THENCE, N 66 deg. 00' 24" W, 312.15' to a 5/8 inch iron rod set for southerly corner of the tract herein described; THENCE, N 29 deg. 02' 10" E, 310.13' to a 5/8 inch iron rod set for interior southerly corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 110.00 ft. to a 5/8 inch iron rod set for central interior southerly corner of the tract herein described; THENCE, S 29 deg. 02' 10" W, 20.00 ft to a 5/8 inch iron rod set for southwesterly corner of the tract herein described; THENCE, N 60 deg. 57' 50" W, 448.00 ft.. to a 5/8 inch iron rod set for the westernmost corner of the tract herein described in the northwest boundary line of said Lot 20, Section 22 and southeast boundary line of a 42 ft. wide drainage easement described by instrument recorded in Volunse 2035, Page 655, Deed Records of Nueees County, Texas; THENCE, along the northwest boundary line of said Lot 20, Section 22 and said Lot 13. Section 22 and northwest boundary line of said 183.86 acre tract N 29 deg. 02' 10" E. 685.00 ft. to a 5/8 inch iron rod set for the northwest or northernmost western corner of the tract herein described and westernmost corner of a City Park as shown by said plat of Charmer= Ranch Unit 1; THENCE, S 60 deg. 57' 50" E, along the southwest boundary line of said City Park and southwest right-of-way tine of Rock Crest Drive, a distance of 400.24 ft. to a 518 inch iron rod set for central interior northerly corner of the tract herein described and southernmost right-of-way corner of said Rock Crest Drive; THENCE, N 29 deg. 02' 10" E, 90.00 ft., along the southeast right-of-way tine of said Rock Crest Drive to a 5/8 inch iron rod set at the point of curvature of a circular curve to the right having a central angle of 90 deg. 00' 00", a radius of 10.00 ft. and a chord bearing of N 74 deg. 02' 10" E, a distance of 14.14111.; THENCE, along the arc of said circular curve to the right, being along a southeast right-of- way fine of said Rock Crest Drive, a distance of 15.71 ft. to a 5/8 inch iron rod set for interior central northerly corner of the tract herein described and southeast corner of the right-of-way of said Rock Crest Drive; THENCE, N 29 deg. 02' 10" E, along a southeast right-of-way line of said Rock Crest Drive, a distance of 50.00 ft. to a 5/8 ineb iron rod set for north central interior corner of the tract herein described and southeast right-of-way corner of said Rock Crest Drive and being in the arc of a circular curve to the right having a central angle of 90 deg. 00' 00", a radius of 10.00 ft. and a chord bearing N 15 deg. 57' 50" W, a dbtance of 14.14 ft.; THENCE, along the are of said circular curve to the right, being along an easterly right-of- way line of said Rock Crest Drive, a distance of 15.71 ft. to a 5/8 inch iron rod set at the point of tangency; THENCE, continuing along a southeast right-of-way line of said Rock Crest hive, N 29 deg. 02' 10" E, 90.00 ft. to the POINT OF BEGINNING. AFTER RECORDING RETURN To: David L. Smith 5350 S. Staples St, Suite 407 Corpus Christi, Texas 78411 Doc. 28614044346 1Pages 6 i6/26/21164 68233159 AN Filed i RetcTded in Official Records of MECES MINtTY Ociiw Y C2RNRERA Fees 127.60 STATE OF TEXAS COUNTY OF NUECES t hereby artily that this Oslnenent was FILED In Fib Number ttcuence on the date and at the tune stsurped herein by me. inn 1:di duty RECORDEO to the Oficial Public Records d Nieces County. Teves qA' —) * L4w.J COUNTY MEW MACES t:OUttlY iscs8 a aemastarwseln Wfatttletbt � 6 dimsva nno itafib eRti sat bale i yrfulfet ayt*en:Scot *Tailed i drl =64 ,teaad.ant3 undaroaisbi+ under /� Moses Mostagt1as4 April 26, 2016 361-7y4-323.2 MPM Development, LP is the owner at Royal Creek Estates Unit 7. 1 Mossa (Moses) Mostaghasi authorize on behalf of MPM Development, LP for the development of Royal Creek Estates Unit 7 ossa (Moses) Mostaghasi PD Y,OK 331300 Corpus Ckristi, TX 78463 FAX: 361-888-7602 Forms provided by Texas Ethics Commission CERTIFICATE OF INTERESTED PARTIES FORM 1295 1011 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, 'and 6 if there are no interested parties. • OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-243844 Date Filed: 08/01/2017 Date ckrtpwfedged: 112tII7/0)1 the ntract, and provide a 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. MPM Development, LP Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form Is being filed. City of Corpus Christi Development Services 3 Provide the identification number used by the governmental entity or state agency to track or identify description of the services, goods, or other property to be provided under the contract. Royal Creek Estates Unit 7 Water Reimbursement Agreement 4 Name of Interested Party City, State, Country (place of business) Nature of Interest (check applicable) Controlling Intermediary 5 Check only If there is NO Interested Party. ❑ X 6 AFFIDAVIT \,�\\14itRtfrri//t, I swear, or ���tiP`\\ Ci GAS /'gyp i/ `i��/ rn '.Q \/ x . affirm, under penalty of perjury, that the above disclosure is true and correct. ,y._._ .. zi. 7.1 y O� ��w; Signature of authorized agent of contracting business entity 7:1AFFIX 116:5ARY STAI.A, ;(t t,,$ABOVE grit,.ubscriittttbeto\ o �t ? or+ this the 0 dayof Sworn to subscribed before me, by the said and 20 11 , to certify which, witness my hand and seal of office. i 5.. Ct64Y0 140- _ RuYl , 51-61-c � `7-- 1v Ict % S 0,84tri Signature ture of officer administering oath Printed name of officer administering oath Title of officer administering oath _ Vardnn V9_n.9B3 Forms provided by Texas Ethics Commission Duct 2,:1704E024 Paces 2!--7 11/16/2017 3:30PC1 Official Records of NUECES COUNTY KARA SANDS COUNTY CLERK Fees $159.00 Any provision herein which restricts the Sale? Rental or use of the described REAL PROPERTY because of Race? Color? Relision? Saxe Handicap? Familial Status? or National Orisin its invalid and unenforceable under FEDERAL LAW? 3/12/89. STATE OF TEXAS COUNTY OF NUECES 1 hereby certify that this instrument was FILED in file number sequence on the date and at the time stamped herein bu me? and was duly RECORDED in the Official Public Records of Nueces County? Texas ':ARA SANDS MPM Hornes,Inc. South Texas Custom Home Builder Development Services; We are requesting an extension for the reimbursement and participation agreements for Royal Creek Estates Unit 7. We are currently working on other projects that are moving slower than expected due to market conditions and additional factors. The project size and access to this property has also caused delays for us. Please consider our request for an extension as we fully expect to complete this project and continue to help grow our beautiful city. Thank you. Moses Mostaghasi MPM Homes, Inc. Motion to Amend Water Arterial Transmission and Grid Main Construction and Reimbursement Agreement and Participation Agreement for Royal Creek Estates Unit 7 To Extend the Performance Date City Council Presentation September 17, 2019 Aerial Overview Royal Creek Estates Unit 7 Reimbursement Agreement • MPM Development, LP. Entered into a Water Transmission and Gird Main Construction and Reimbursement Agreement on November 7, 2017. • 1187 linear feet of 12 -inch watermain extension is to be installed to support the future residential subdivision. • The proposed 12 -inch watermain extension conforms to the Water Master Plan. • The City Council approved Reimbursement Agreement will expire on October 24, 2019. Participation Agreement • MPM Development, LP. Entered into a Participation Agreement with the City to extend Oso Parkway on November 7, 2017. • City is requiring the developer to construct a larger street, including the street curb, gutter and 4 -foot wide sidewalk to meet UTP standards as part of the public improvements associated with the proposed development. • The City Council approved participation agreement is set to expire on November 7, 2019. Staff Recommendations Approval AGENDA MEMORANDUM Action Item for the City Council Meeting September 17, 2019 DATE: 9/5/2019 TO: Peter Zanoni, City Manager FROM: Tammy Embrey, Director Intergovernmental Relations tammyecctexas.com 361-826-3622 Eusebio Garza, Contractor — Engineering Services eusebiog@cctexas.com (361) 826-3515 Resolution to Approve Land Exchange Agreement with U.S. Navy CAPTION: Resolution authorizing the City to execute the Land Exchange Agreement with the United States of America in exchange for a 44 -acre parcel, known as Peary Place for the amount up to $500,000.The City worked to pass legislation in the FY 2018 National Defense Authorization Act to complete all actions identified in the agreement allowing the U.S. Navy to provide property to the City in exchange for clear zone areas at Naval Air Station—Corpus Christi (NASCC), Naval Outlying Field Cabaniss (Cabaniss), and Naval Outlying Field Waldron (Waldron). SUMMARY: This resolution authorizes the city to execute the Land Exchange Agreement with the United States of America in exchange for a 44 -acre parcel, known as Peary Place for the amount up to $500,000.The City worked to pass legislation in the FY 2018 National Defense Authorization Act to complete all actions identified in the agreement allowing the U.S. Navy to provide property to the City in exchange for clear zone areas at Naval Air Station—Corpus Christi (NASCC), Naval Outlying Field Cabaniss (Cabaniss), and Naval Outlying Field Waldron (Waldron). BACKGROUND AND FINDINGS: General The City of Corpus Christi worked to pass legislation in the FY 2018 National Defense Authorization Act that provided a process that allows the U.S. Navy to provide a 44 -acre parcel property, Peary Place, to the City in exchange for clear zone areas at NASCC, Cabaniss, and Waldron. Per the legislation passed, the City and the U.S. Navy must enter into a Land Exchange Agreement by September 30, 2019 indicating the intention of both parties to proceed with this transaction. Project Description The United States Congress has authorized the Secretary of the Navy the authority to convey certain real property to the City in exchange for real property interests owned by the City of Corpus Christi that are causing an encroachment concern, as determined by the Secretary of the Navy, at NASCC, Cabaniss, and Waldron pursuant to certain terms and conditions more fully set forth in the National Defense Authorization Act for Fiscal Year 2018, signed by the President of the United States. The U.S. Navy will exchange a 44 -acre parcel, Peary Place, that is currently used as a recreational field. Exchange The City must provide payment of costs of conveyance not to exceed $500,000 as payment or reimbursement for costs of appraisals, surveys, permits, fees, environmental compliance, environmental with land exchange, and other administrative costs related to the exchange of the property as required by Federal Law, with final conveyance of the City properties contingent upon additional City Council approval. ALTERNATIVES: An alternative to this Land Exchange Agreement is not to move forward with this transaction and allow for the FY 2018 National Defense Authorization Act to expire. Staff recommends that the City moves forward with the transaction which will allow for the City to eliminate costs for the unusable properties that are being transferred to the U.S. Navy and obtain property that can be used for recreational purposes. FINANCIAL IMPACT: The City's remaining professional services that need to be carried out will be for the amount of up to $500,000 to execute this transaction. This amount will be paid from the remaining balance in the Texas Military Revolving Loan Fund and will be one-time expenditures that will cover the total project cost. This is an eligible use of the Funds (land acquisition transactions to ensure land use compatibility around our military installations). Funding Detail: Fund: 3543 Organization/Activity: Not applicable Mission Element: Not applicable Project # (CIP Only): E17066 Account: Land and Right -of -Way CIP (550701) RECOMMENDATION: Staff recommends that the city enter into the non-binding Land Exchange Agreement with the U.S. Navy to continue working on the transaction. This transaction will allow the City to acquire 44 -acre parcel known as Peary Place in exchange of the NASCC, Cabaniss, and Waldron to the U.S. Navy. LIST OF SUPPORTING DOCUMENTS: Legislative language Aerial Visuals of properties in the transaction. Land Exchange Agreement Resolution authorizing the City Manager to execute the Land Exchange Agreement with the United States of America acting by and through the Department of the Navy regarding proposed land exchange of approximately 44 acres of Navy property known as Peary Place Transmitter Site located near South Padre Island Drive S.H. No. 358 and Wallace Avenue near Cayo Del Oso, for the following City properties: approximately 38 acres at or near intersection of Ayers Street and Saratoga Blvd., approximately 0.8677 acres at or near 212 Anchor Street, approximately 0.3258 acres at or near 800 block of Green Bay Street, and approximately 0.7896 acres at or near 600 block of Mediterranean Dr. formerly known as Caribbean Park; providing for payment of costs of conveyance as required by Federal law not to exceed $500,000; and providing for final conveyance of the City properties contingent upon additional City Council approval Be it resolved by the Corpus Christi City Council: Section 1. That the City Manager or designee is authorized to execute the Land Exchange Agreement with the United States of America acting by and through the Department of the Navy regarding due diligence matters related to the proposed exchange of approximately 44 acres of Navy property known as the Peary Place Transmitter Site located near South Padre Island Drive S.H. No. 358 and Wallace Avenue near Cayo Del Oso, in exchange for the following City lots: approximately 38 acres at or near intersection of Ayers Street at Saratoga Blvd., approximately 0.8677 acres at or near 212 Anchor Street, approximately 0.3258 acres at or near 800 block of Green Bay Street, and approximately 0.7896 acres at or near 600 block of Mediterranean Dr formerly known as Caribbean Park; providing for payment of costs of conveyance not to exceed $500,000 as payment or reimbursement for costs of appraisals, surveys, permits, fees, environmental compliance, environmental with land exchange, and other administrative costs related to the exchange of the property as required by Federal law, with final conveyance of the City properties contingent upon additional City Council approval. Section 2. The Navy proposed Land Exchange Agreement is attached as an Exhibit to this Resolution. The City Manager or designee is authorized to approve minor changes to the final agreement which do not impact the substance of the agreement or this Resolution. PASSED AND APPROVED on the day of , 2019: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Page 2 of 2 LOCATION MAP LAND EXCHANGE PROPERTIES DRAFT DRAFT LAND EXCHANGE AGREEMENT BY AND BETWEEN THE CITY OF CORPUS CHRISTI, A POLITICAL SUBDIVISION OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA AND ITS ASSIGNS, ACTING BY AND THROUGH THE DEPARTMENT OF THE NAVY THIS LAND EXCHANGE AGREEMENT ("Agreement") is made and entered into as of this day of , 2019, by and between the CITY OF CORPUS CHRISTI, a political subdivision of the State of Texas ("CITY") and the UNITED STATES OF AMERICA and its assigns, acting by and through the Department of the Navy (the "GOVERNMENT" or "DEPARTMENT OF THE NAVY" or "NAVY"). They are together referred to herein as the "PARTIES." RECITALS WHEREAS the United States Congress has authorized the Secretary of the Navy the authority to convey certain real property to the CITY in exchange for real property interests either adjacent or proximate, and causing an encroachment concern, as determined by the Secretary of the Navy, to Naval Air Station Corpus Christi, Naval Outlying Landing Field Waldron, and Naval Outlying Field Cabaniss pursuant to certain terms and conditions more fully set forth in Section 2845 of Public Law No. 115-91, the National Defense Authorization Act for Fiscal Year 2018, signed by the President of the United States on December 12, 2017 ("Legislation"), Exhibit A, attached hereto and incorporated by reference; and WHEREAS the GOVERNMENT is fee owner of all of that certain parcel of real property in Nueces County, Texas known as Peary Place Transmitter Site, associated with Naval Air Station Corpus Christi, Texas, consisting of approximately 44 acres more or less together with improvements thereon, as depicted on Exhibit B attached hereto and incorporated herein by this reference to this Agreement ("Navy Property"); and WHEREAS the CITY is the owner of that certain real property interests, to include in approximately acres, more or less, either adjacent or proximate, and causing an encroachment concern, to Naval Air Station Corpus Christi, Naval Outlying Landing Field Waldron, and Naval Outlying Field Cabaniss in Nueces County, Texas, as depicted on Exhibit C attached hereto and incorporated herein by this reference to this Agreement ("City Property"); and 1 DRAFT WHEREAS the Navy Property and the City Property shall sometimes be hereinafter collectively referred to as the "Properties" and individually referred to as a "Property;" and WHEREAS the CITY desires to acquire from the GOVERNMENT and the GOVERNMENT desires to convey to the CITY the Navy Property. The Navy Property comprises approximately 44 acres located in Nueces County, Texas and is currently used as a recreational field. It contains two CONEX boxes. Navy Property has water, electrical and communication utilities in place; and WHEREAS, the GOVERNMENT desires to acquire from the CITY, and the CITY desires to convey to the GOVERNMENT, the City Property, which includes approximately acres, more or less, either adjacent or proximate, and causing an encroachment concern, to Naval Air Station Corpus Christi, Naval Outlying Landing Field Waldron, and Naval Outlying Field Cabaniss in Nueces County, Texas; and WHEREAS, a condition of the GOVERNMENT's authorization to convey the Navy Property, as is, to the CITY pursuant to the Legislation is the conveyance by the CITY to the GOVERNMENT of City Property; and WHEREAS, pursuant to the requirement of Section 2845(f) of the Legislation, the CITY is required to pay the costs to be incurred by the Department of the Navy to carry out the exchange of property interests, including those costs related to land survey, environmental documentation, real estate due diligence such as appraisals, and any other administrative costs related to the exchange of property interests to include costs incurred preparing and executing the land exchange agreement authorized under Section 2845(c); and WHEREAS, the CITY is authorized to enter into land exchange agreements pursuant to Texas Local Government Code Section 272.001 , Texas Statutes, and the Corpus Christi City Council approved this Agreement at a duly noticed public meeting held on September , 2019; and WHEREAS, the GOVERNMENT and the CITY desire to enter into this Agreement. NOW THEREFORE, the GOVERNMENT and the CITY agree, subject to the required authorizations and appropriations, to the following: 1. PURPOSE. The purpose of this Agreement is to memorialize the Parties' understanding and intent regarding the exchange of parcels of real property as depicted on Exhibit B and Exhibit C. 2. RECITALS A PART HEREOF. The Recitals set forth above shall be deemed a part of this Agreement and are incorporated herein by reference. 2 DRAFT 3. EXCHANGE. Subject to compliance with the terms and conditions of this Agreement and the authorizing Legislation, the following properties shall be exchanged as follows: 3.1 Navy Property. As fair and reasonable consideration for the City Property, GOVERNMENT shall convey to the CITY and the CITY shall acquire from the GOVERNMENT the Navy Property. 3.2 City Property. As fair and reasonable consideration for the Navy Property, the CITY shall convey to the GOVERNMENT and the GOVERNMENT shall acquire from the CITY certain real property interests, to include in approximately acres, more or less, either adjacent or proximate, and causing an encroachment concern, to Naval Air Station Corpus Christi, Naval Outlying Landing Field Waldron, and Naval Outlying Field Cabaniss in Nueces County, Texas, together with payment to the GOVERNMENT of additional consideration, if any, and reimbursements as further discussed in section 9 of this Agreement. The City will be responsible for ensuring compliance with Texas Local Government Code Section 272.001 . 4. EVIDENCE OF TITLE. As evidence of title, each Party shall obtain its own Title Commitment for Owners Policy of Title Insurance ("Title Commitment") for the Property it will receive from the other. Each Title Commitment shall be accompanied by copies of all recorded documents affecting the Property described in the Title Commitment. The CITY and the GOVERNMENT agree to work together in good faith to cause the condition of title to the Navy Property to be reasonably satisfactory to the CITY and to cause the condition of title to the City Property to be reasonably acceptable to the GOVERNMENT. The CITY acknowledges that title examination of the City Property will be conducted by the GOVERNMENT in accordance with the Department of Justice Title Standards of 2016 ("DOJ Standards"). Both Parties agree to jointly develop instructions and procedures to complete the closings on the land exchange. 5. LAND SURVEYS AND LEGAL DESCRIPTIONS. The CITY shall obtain current land surveys of each of the Properties ("Surveys"), which Surveys shall include the exact acreage and legal description of each of the Properties. The surveys shall meet the requirements of the United States. Specifically: 5.1 The land survey shall be performed according to the Minimum Requirements as set forth by the INSERT TEXAS REQUIREMENT. 5.2 The survey shall be submitted to the GOVERNMENT for review and acceptance. The Parties shall allow for a two-week GOVERNMENT review period. Any comments from GOVERNMENT's review shall be addressed with revised submittal within a two-week period. 3 DRAFT 5.3 Required submittals shall be two signed/sealed full scale hard copies of the survey plat, legal description and surveyor report, an electronic PDF of the same and an AutoCAD.dwg (2010 version) prepared in accordance with the National CAD Standards (NAVFAC AutoCAD template file to be provided). Any supporting documentation from title commitment exceptions and fiduciary records research by survey contractor shall be part of the review submittal. 5.4 The cost of the Surveys shall be borne by the CITY. The Surveys shall be delivered by the CITY to the GOVERNMENT. 6. ENVIRONMENTAL MATTERS. GOVERNMENT and the CITY agree as follows with respect to environmental matters pertaining to the Properties: 6.1 Access for Due Diligence. The Parties shall grant to one another access to their respective Properties for purposes of permitting the other party to conduct environmental due diligence activities thereon. Such activities shall be subject to such reasonable access agreements as the Parties may reasonably negotiate with respect to the Properties. 6.2 Environmental Condition of Property and National Environmental Policy Act Compliance. Prior to Closing, as hereinafter defined, and as required by the authorizing Legislation at Exhibit A, the CITY shall fund the GOVERNMENT's completion of Environmental Condition of Property ("ECP") surveys on the Navy Property and on the City Property. The CITY shall also fund GOVERNMENT development of appropriate and legally sufficient environmental impact analysis documentation which, in the GOVERNMENT's opinion, complies with the GOVERNMENT's obligations under the National Environmental Policy Act ("NEPA") for the proposed action of exchanging the Navy Property and the City Property ("NEPA Documentation"). The final decision maker with respect to the sufficiency of supporting information provided by the CITY and the adequacy of NEPA Documentation for the proposed acquisition, disposal and relocation actions shall be the GOVERNMENT. 6.3 Environmental Covenant with Respect to Replacement Navy Property. The City shall include in its real property interest conveyance documents to the GOVERNMENT for the City Property an environmental covenant, Exhibit D attached hereto and incorporated by reference. Evidence of the CITY's authority to provide such covenant must be provided to GOVERNMENT. 6.4 Covenant with Respect to Existing Navy Property. In accordance with the requirements of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and Department of Defense Instruction ("DoDI") 4165.72, the GOVERNMENT shall provide CITY with an appropriate CERCLA 120(h) Covenant ("CERCLA Covenant") with respect to the Navy Property as part of the Deed from the GOVERNMENT to CITY. 4 DRAFT 7. CONDITION OF PROPERTY. 7.1 GOVERNMENT agrees that the land to be conveyed to the CITY will be in the following condition within thirty (30) days of the Closing date: 7.1.1 The GOVERNMENT shall convey to the CITY and the CITY shall accept the Navy Property from the GOVERNMENT in the condition that exists as of the Closing Date. Any personal property, fixtures, or other structures to be retained by the GOVERNMENT shall be removed from the Property prior to the Closing Date. The GOVERNMENT shall relinquish any claim or interest in the personal property, fixtures, or other structures remaining on the Property on the Closing Date, and the CITY may dispose of any personal property, fixtures, or other structures remaining on the Property on the Closing Date at its sole discretion, without any further payment or reimbursement to the GOVERNMENT. 7.2 CITY agrees that the real property interests conveyed to the GOVERNMENT will be in the following condition within thirty (30) days of the Closing date: 7.2.1 The CITY shall convey to the GOVERNMENT and the GOVERNMENT shall accept the City Property from the CITY in the condition that exists as of the Closing Date. For land that is conveyed any personal property, fixtures, or other structures to be retained by the CITY shall be removed from the Property prior to the Closing Date. The CITY shall relinquish any claim or interest in the personal property, fixtures, or other structures remaining on the Property on the Closing Date, and the GOVERNMENT may dispose of any personal property, fixtures, or other structures remaining on the Property on the Closing Date at its sole discretion, without any payment or reimbursement to the CITY. However, the City shall retain all utility easements on the City Property. 8. OTHER CONDITIONS. Prior to Closing, the following conditions must be satisfied: 8.1 Determination of Suitability for Transfer. The GOVERNMENT is required to issue separate Environmental Condition of Property (ECP) forms documenting the suitability for acquisition of the City Property and suitability for transfer of the Navy Property in accordance with the appropriate CERCLA Covenant as recited above in section 6. NEPA Documentation for the disposal and the acquisition actions must be complete and approved by the GOVERNMENT in order to complete the ECPs. 5 DRAFT 8.2 Historic Preservation Requirements. Prior to Closing CITY shall comply with any National Historic Preservation Act (NHPA) requirements to the satisfaction of the GOVERNMENT and cooperate with GOVERNMENT to obtain any required agreements from appropriate Federal, State and Local authorities with respect to any NHPA requirements applicable and pertaining to the Navy Property and the City Property. Such documentation, if required, must be provided to the GOVERNMENT so it can be reflected in the NEPA Documentation for this action. It therefore must be obtained before the NEPA process can reach a decision document. CITY is responsible for all costs associated with this compliance process. 8.3 Due Diligence. The Parties must complete all due diligence activities described in this Agreement or otherwise necessary to their reasonable satisfaction with respect to the Properties. The Parties recognize that all due diligence may not be complete at the date this Agreement is signed, and that information may arise that could cause the Parties to decide to amend this Agreement in accordance with paragraph 11.6 below. 9. LAND EXCHANGE COSTS. The CITY shall pay the following costs and expenses in connection with this exchange transaction, not to exceed total budgeted amount of $500,000: 9.1 Costs with Respect to the Properties. The CITY shall pay or reimburse the following with respect to the City Property and the Navy Property: 9.1.1 The costs of all appraisals, surveys, permits, fees, environmental compliance and environmental impact analysis (NEPA). 9.1.2 The closing costs and costs of preparation and recording of the real property interest conveyance documents, whether deeds or restrictive easements, and other documents of conveyance. 9.1.3 Any transfer fees, franchise taxes, deed taxes, registry stamps or the like imposed on the conveyance necessary to record real property interest conveyance documents, whether deeds or restrictive easements, if any. 9.1.4 The premium charged by the Title Company in connection with the issuance of an Owner's Policy of Title Insurance with respect to each of the Properties base premium and extended coverage exclusive of special endorsements. 9.2 Other Administrative Costs. As required by the Legislation, CITY shall pay, or reimburse, all other administrative costs related to the exchange of property interests to include costs incurred preparing and executing the land exchange agreement authorized under Section 2845(c). Administrative costs include support costs, including contract, labor and travel costs 6 DRAFT incurred by the GOVERNMENT to prepare for this exchange and for the final execution of the real property interest conveyance documents, whether deeds or restrictive easement. 9.3. Manner and Timing of Reimbursement of GOVERNMENT Costs. 9.3.1 CITY shall issue the required reimbursement of GOVERNMENT's costs via payments as follows: 9.3.1.1. CITY shall make an initial payment to GOVERNMENT in the amount of $ within 30 days of receipt of invoice. 9.3.1.2. The remaining land exchange costs are to be forwarded to the GOVERNMENT within 30 days of receipt of invoice. 9.3.1. All reimbursement payments for the remaining Land Exchange Costs identified in Section 9 shall be made within 30 days of receipt of invoice. Reimbursement payments to the Government shall be made by Electronic Funds Transfer (EFT) utilizing procedures outlined on the www.Pay.gov. Electronic Funds Transfer procedures will be provided via separate correspondence. If EFT is not possible, payment may be effected by paper check made payable to the "The U.S. Treasury" in the appropriate sum and mailed to: Commanding Officer Naval Facilities Engineering Command Southeast ATTN: Real Estate Contracting Officer (AM 11) Box 30, Bldg. 903 Jacksonville, FL 32212-0030 9.3.3 If a Party determines it may be necessary to change the manner, frequency or amounts of the periodic reimbursement payment(s), the Parties agree to discuss and come to mutual agreement on any such adjustments. Such adjustments will be memorialized in an amendment to this Agreement in accordance with paragraph 11.6 below. 9.3.4 As required by the Legislation, Exhibit A, if the CITY provides funds in excess of actual costs incurred by GOVERNMENT, the GOVERNMENT shall refund the excess amount to the CITY. 9.4 Unforeseen Additional Costs. The Parties acknowledge that there may be unavoidable additional costs (e.g., if the environmental impact analysis process reveals a need for further studies or remediation of the Properties). Should it become apparent that additional costs may 7 DRAFT need to be incurred to enable completion of this Land Exchange, the Parties agree to discuss and come to agreement on such additional costs before they are incurred. 10. CLOSING. Subject to satisfaction of the conditions to closing and other terms and conditions of this Agreement as set forth herein, the closing of the Land Exchange ("Closing") shall occur on date or dates mutually and reasonably designated by the Parties, time being of the essence, following Secretary of the Navy approval of this land exchange ("Closing Date" or "Date of Closing"). The Closing shall require the additional separate approval of the Corpus Christi City Council of an Ordinance to authorize the City Manager to execute all documents necessary to convey the City Property to the Government. The Closing shall take place at such location as the Parties reasonably determine Possession shall be delivered on the Closing Date. Nothing in this Agreement precludes the Parties from closing on these Properties on different dates, if mutually agreeable. 10.1 Closing Documents. At or prior to the Closing, each party shall with respect to its Property deliver to the other party: 10.1.1. CITY Documents. CITY shall deliver to the Government real property interest conveyance documents, whether deeds or restrictive easements, to the CITY Property. The real property interest conveyance documents, whether deeds or restrictive easements, from CITY to the GOVERNMENT for the City Property shall be in substantially the form attached hereto as Exhibit E. Title to the City Property shall be free from all exceptions except for those permitted title exceptions accepted by the GOVERNMENT and set forth in the Title Commitment for the City Property. 10.1.2 Government Deed. The GOVERNMENT shall deliver to CITY a Special Warranty Deed for the Navy Property in substantially the form attached hereto as Exhibit F. 11. MISCELLANEOUS. 11.1 Time is of the Essence. Time is of the essence for this Agreement. It is understood that each party will employ due diligence in carrying out all necessary steps to accomplish all elements of this land exchange at the earliest possible dates. 11.2 Governing Law. This Agreement is made and executed under and in all respects to be governed and construed by Federal Law and Section 2845 of Public Law No. 115-91, the National Defense Authorization Act for Fiscal Year 2018 8 INSERT POC INFORMATION FOR CITY OF CORPUS CHRISTI DRAFT 11.3 Legislative Jurisdiction. CITY agrees to promptly assist GOVERNMENT with any actions necessary to support the GOVERNMENT in formally seeking concurrent legislative jurisdiction from the State of Texas over the City Property. 11.4 Notices. Any notice required to be given to either party pursuant to this Agreement shall be in writing and shall be deemed duly given at the date of mailing if sent by registered or by certified mail, return receipt requested, to the address identified below. For the GOVERNMENT: Commanding Officer Naval Facilities Engineering Command Southeast ATTN: Real Estate Contracting Officer (AM 11) Box 30, Bldg. 903 Jacksonville, FL 32212-0030 For CITY OF CORPUS CHRISTI: 11.5 Waiver Rights. Either party at its option may waive any right conferred upon it by this Agreement. Except as provided otherwise herein, such waiver may be made by and only by giving the other party written notice specifically describing the right waived. 11.6 Amendment. This Agreement shall be amended only by written instrument signed by both Parties. 11.7 Construction. The captions and headings of the various sections of this Agreement are for convenience only and are not to be construed as defining or as limiting in any way the scope or intent of the provisions hereof. Wherever the context requires or permits the singular shall include the plural the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable. 11.8 Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the Parties hereto. 11.9 Invalidity. If for any reason any portion or paragraph of this Agreement shall be declared void and unenforceable by any court of law or equity of competent jurisdiction it shall only affect such particular portion or paragraph of this Agreement and the balance of this Agreement shall remain in full force and effect and shall be binding upon the Parties hereto. 9 DRAFT 11.10 Survival of Closing. All representations, agreements, and obligations of the Parties made part of this Agreement shall survive Closing and the same shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties in accordance with their respective terms. 11.11 Entire Agreement. This Agreement forms the entire agreement between the Parties as to scope and subject matter. All prior discussions and understandings concerning the scope and subject matter of this Agreement are superseded and incorporated by this Agreement. 11.12 Anti -Deficiency Act. Notwithstanding any provision to the contrary, all of GOVERNMENT'S activities under or pursuant to this Agreement are subject to the availability of appropriated funds, and no provisions shall be interpreted to require obligation or provision of funds in violation of the Anti -Deficiency Act, 31 U.S.C. § 1341. Additionally, nothing contained in this Agreement shall be considered to imply that the Congress of the United States of America will, at any later date, appropriate sufficient funds to meet the GOVERNMENT' s obligations under this Agreement or any deficiencies hereunder. (SIGNATURES ON NEXT PAGE) 10 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first above written. CITY OF CORPUS CHRISTI, TEXAS, a political subdivision of the State of Texas acting by and through its duly authorized City Manager or designee Mark Van Vleck, Assistant City Manager ATTEST: Rebecca Huerta City Secretary Date: UNITED STATES OF AMERICA DEPARTMENT OF THE NAVY By: Its: REAL ESTATE CONTRACTING OFFICER Date: 11 DRAFT LIST OF EXHIBITS Exhibit A: Legislation Exhibit B: Navy Property Map Exhibit C: City Property Maps Exhibit D: Environmental Covenant Exhibit E: Deed and Restrictive Easement templates (City to Navy) Exhibit F: Special Warranty Deed (Navy to City) SEC. 2845. LAND EXCHANGE, NAVAL AIR STATION CORPUS CHRISTI, TEXAS. (12/12/17) (a) LAND EXCHANGE AUTHORIZED. — The Secretary of the Navy (in this section referred to as the "Secretary") may convey to the City of Corpus Christi, Texas (in this section referred to as the "City"), all right, title, and interest of the United States in and to a parcel of real property, including improvements thereon, consisting of approximately 44 acres known as the Peary Place Transmitter Site in Nueces County associated with Naval Air Station Corpus Christi, Texas. (b) CONSIDERATION. — As consideration for the conveyance under subsection (a), the City shall convey to the Secretary its real property interests either adjacent or proximate, and causing an encroachment concern as determined by the Secretary, to Naval Air Station Corpus Christi, Naval Outlying Landing Field Waldron and Naval Outlying Landing Field Cabaniss. (c) LAND EXCHANGE AGREEMENT. The Secretary and the City may enter into a land exchange agreement to implement this section. (d) VALUATION. — The value of each property interest to be exchanged by the Secretary and the City described in subsections (a) and (b) shall be determined (1) by an independent appraiser selected by the Secretary; and (2) in accordance with the Uniform Appraisal Standards for Federal Land Acquisitions and the Uniform Standards of Professional Appraisal Practice. (e) CASH EQUALIZATION PAYMENTS. — (1) TO THE SECRETARY. — If the value of the property interests described in subsection (a) is greater than the value of the property interests described in subsection (b), the values shall be equalized through a cash equalization payment from the City to the Department of the Navy. (2) NO EQUALIZATION. — If the value of the property interests described in subsection (b) is greater than the value of the H. R. 2810-584 property interests described in subsection (a), the Secretary shall not make a cash equalization payment to equalize the values. (f) PAYMENT OF COSTS OF CONVEYANCE. — (1) PAYMENT REQUIRED. — The Secretary shall require the City to pay costs to be incurred by the Secretary to carry out the exchange of property interests under this section, including those costs related to land survey, environmental documentation, real estate due diligence such as appraisals, and any other administrative costs related to the exchange of property interests to include costs incurred preparing and executing the land exchange agreement authorized under subsection (c). If amounts are collected from the City in advance of the Secretary incurring the actual costs and the amount collected exceeds the costs actually incurred by the Secretary to carry out the exchange of property interests, the Secretary shall refund the excess amount to the City. (2) TREATMENT OF AMOUNTS RECEIVED. — Amounts received as reimbursement under paragraph (1) above shall be used in accordance with section 2695(c) of title 10, United States Code. (g) DESCRIPTION OF PROPERTY. — The exact acreage and legal description of the property interests to be exchanged under this section shall be determined by surveys satisfactory to the Secretary. (h) CONVEYANCE AGREEMENT. — The exchange of real property interests under this section shall be accomplished using an appropriate legal instrument and upon terms and conditions mutually satisfactory to the Secretary and the City, including such additional terms and conditions as the Secretary considers appropriate to protect the interests of the United States. (i) EXEMPTION FROM SCREENING REQUIREMENTS FOR ADDITIONAL FEDERAL USE. — The authority under this section is exempt from the screening process required under section 2696(b) of title 10, United States Code. (j) SUNSET PROVISION. — The authority under this section shall expire on October 1, 2019, unless the Secretary and the City have signed a land exchange agreement described in subsection (c). EXHIBIT A EXHIBIT B LOCATION MAP LAND EXCHANGE PROPERTIES City of Corpus Christi Surplus Property for Navy Land Swap City of Corpus Christi Surplus Property for Navy Land Swap City of Corpus Christi Surplus Property for Navy Land Swap City of Corpus Christi Surplus Property for Navy Land Swap AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: August 19, 2019 TO: Peter Zanoni, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Renewal No. 2 Type A Grant for Del Mar College Internship Program CAPTION: Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $150,000.00 for their internship program to assist small businesses from January 1, 2020 through December 31, 2020. SUMMARY: The Type A Board has approved a grant of $150,000 for Del Mar College internship to pay for part of the wages that interns receive. The Type A Grant for Del Mar College's Internship Program for Small Business Assistance runs from January 1, 2020 through December 31, 2020. BACKGROUND AND FINDINGS: Del Mar College has a program where students can work for a local company as an intern. The local company will pay minimum wage while the Type A grant will match the wage up to $5.00 per hour plus FICA. This encourages companies to hire interns, it allows the student to get real work experience, and has a goal to create new jobs. The Type A Board has funded this program since 2007. The Board approved the Small Business Assistance budget on July 15, 2019 and is pending City Council approval. The current agreement allows for the Board to extend this agreement for up to two additional years. This agreement would run until December 31st which is the end of a semester to better manage the program. The college has not been able to increase the number of interns since the hurricane but they believe this will increase again this coming year. Del Mar College Internship Progress Report 2008-2019 Year # of F/T Jobs Created # of P/T Interns Placed # of Interns Placed # of Employers unduplicated 2008-2009 8 0 102 27 2009-2010 4 36 71 24 2010-2011 6 16 64 19 2011-2012 6 41 93 22 2012-2013 14 21 85 25 2013-2014 21 24 93 26 2014-2015 23 24 93 29 2015-2016 24 20 93 39 2016-2017 26 0 93 20 2017-2018 14 0 54 23 2018-2019 ytd 17 0 44 31 Totals 163 182 873 290 Est. 2019-2020 14 6 93 34 List of companies using interns: Safety Support Services Salon Salon Scrub Hub R&J Contractors Francisco's Salon Planet Sol Salon Orthopedic Physical Therapy Senior Memorial Plans ALTERNATIVES: Salon Chromatic Brookdale Assisted Checks And Balances Ooh La La Candy Buffets GIS SBDC CED Hair Peace Salon Gemini Ambulance Service Sports Clips Anthony's Salon QSR Online Color Bar Salon Fillingood Bakery GN Insurance Mr. Fancy Pants Carwash Q Productions If Council does not fund the program or fund it at a lesser amount, this program will be cut back or may be discontinued without this grant. FISCAL IMPACT: This Type A grant has been approved by the Type A Board and is in their 2019-2020 budget. This will use economic development funds of $99,500 of the small business budget of $603,500. FUNDING DETAIL: Fund: 1140 Business and Job Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: 707 Economic Development Project # (CIP Only): Account: 530000 Professional Services RECOMMENDATION: The Type A Board approved this grant as did CCREDC's Board. Staff recommends approve Renewal No. 2 of the Small Business Incentive agreement with Del Mar College for internship program in the amount of $150,000 from January 1, 2020 through December 31, 2020. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Page 1 of 2 RESOLUTION Approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $150,000 for their internship program to assist small businesses. WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Del Mar College for an intern program within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement for an intern program between the Type A Corporation and Del Mar College; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the renewal of the business incentives agreement for business development between the Type A Corporation and Del Mar College for an intern program within the City of Corpus Christi, in the form attached to this resolution, is approved. This resolution takes effect upon City Council approval on this the day of , 2019. @BCL@4C0D316B.docxDMC The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Page 2 of 2 Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 2019 @BCL@4C0D316B.docxDMC Renewal Small Business Incentive Agreement Between Corpus Christi Business and Job Development Corporation and Del Mar College Renewal No.: 2 Date: October 1, 2019 The Corpus Christi Business and Job Development Corporation hereinafter referred to as the Corporation, and Del Mar College, hereinafter referred to as Del Mar, do hereby make and enter into this Renewal No. 2 of the Small Business Incentive Agreement ("Renewal") which, together with the Small Business Incentive Agreement, which was approved by City Council on October 10, 2017, and all other duly executed amendments, constitutes the entire agreement under the above -referenced agreement between the Corporation and Del Mar. This Renewal is to exercise the second and final one-year option provided for in section 2.b. of the agreement. The Term of this renewal option is January 1, 2020 through December 31, 2020. The grant provided for this Renewal term shall not exceed $150,000 as provided in section 3 of the agreement. The Corporation and Del Mar agree to and shall abide by all terms and conditions of the original agreement and any amendments thereto, to the extent they are not in conflict with the terms of this Renewal. iark Escamilla, Ph.D. Date President and CEO Del Mar College —7- zo_if Scott Harris Date President Corpus Christi Business and Job Development Corporation APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attorney for Corporation SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES This Small Business Incentives Agreement for ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Del Mar College, a Texas institution of higher education ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle 01, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on November 14, 2016, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on December 20, 2016; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, Del Mar has requested business development funds from the Board to assist businesses by providing access to students, who will serve as interns in professional level positions; WHEREAS, the small businesses will pay student interns minimum wage (currently $7.25 per hour) and Del Mar will match the business contribution up to $5.00 per hour. WHEREAS, the interns will be selected based on the needs of the small businesses with the goal of providing the small businesses with resources that make the small businesses more effective and provide growth opportunities; WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation; WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship positions funded (a 10% new job "return on investment"); Page 1 of 9 Agreement Del Mar 2018.docx WHEREAS, a secondary benefit of the small business intern program is providing students real- world experience, while they are making a living wage without working extended hours and developing potential full-time employment opportunities following graduation; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. a. The term of this Agreement is for twelve months from January 1, 2018, through December 31, 2018. b. This Agreement may be extended at the option of the Corporation for up to two additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. Per the guidelines, Del Mar must reapply every year for the grant. 3. Grant. a. The Corporation will grant Del Mar an incentive of up to One Hundred Fifty Thousand Dollars ($150,000.00), which must be used to fund up to $5.00 per hour for salary plus payroll taxes for interns during the Spring Semester of 2018, Summer Session in 2018, and the Fall Semester 2018, and the entire salary on two interns hired to help administer the program during the Fall and Spring Semesters and Summer Session. The interns will be paid $12.25 per hour, while participating in Del Mar's Small Business Employer Intern Program. b. The Corporation's grant is conditioned upon Del Mar's successful completion of the terms of this Agreement. c. The Corporation's grant shall be paid in monthly installments based upon evidence of the amount paid by Del Mar to the small business employers during the prior month. 4. Del Mar's Duties and Responsibilities. a. Del Mar shall provide administrative oversight and direct supervision for the placement of interns in the Del Mar's Business Employer Intern Program. b. Del Mar shall create and maintain not less than two part-time intern (2) employment positions to assist in the Business Employer Intern Program in Corpus Christi, Nueces County, Texas, during the term of this Agreement. The intern must be paid $12.25 per hour. c. Del Mar shall place, with businesses in Corpus Christi, interns during the academic year. (1) Since the primary goal of the Del Mar's Business Employer Intern Program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation, placements must be Page 2of9 Agreement Del Mar 2018.docx based on the needs of the small business with the goal of providing the small business with resources that make the business more effective and provide growth opportunities for the businesses. (2) Additionally, interns may be placed at companies that need work skills that have been supported by the Corporation such as Process and Instrumentation and Aviation skills. (3) For the purpose of this section a small business may include chambers of commerce, non-profit organizations, and other entities that will use the intern to assist existing, start-up, and home based small businesses in the City; recruit new small business to the City; assist the expansion of existing small businesses in the City; help entrepreneurs create start-up businesses; or help the owners and managers of small businesses develop their businesses. d. Del Mar shall ensure that the business employer of each intern pays the student intern the minimum wage, and Del Mar shall match the small business employer's payments to the interns up to $5.00 per hour. e. Del Mar shall try to place the interns for 19 hours per week and 12 weeks per semester or summer sessions. f. Del Mar shall work with the businesses that receive interns under the program to encourage the creation of permanent full time jobs for the interns or similarly qualified individuals. 5. Job Creation/Training Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. In order to qualify for funds to provide job training under this Agreement, Del Mar agrees to create new jobs that pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. c. A "job" is defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. d. Del Mar agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. e. Del Mar agrees to provide Corporation with a sworn certificate by an authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. Page 3 of 9 Agreement Del Mar 2018.docx f. Del Mar shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 6. Reports and Monitoring. a. Del Mar shall provide a report at the end of each semester or summer session certifying the status of compliance through the life of the Agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, Del Mar employer Quarterly Reports, or employee rosters and other reports listed below: i. number of interns ii. name of companies using interns iii. intern duties iv. whether the intern received a job at that company v. whether the intern received a job in the area. b. Del Mar, during normal working hours shall allow the Corporation and its designee, Corpus Christi Regional Economic Development Corporation, reasonable access to Del Mar's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this Agreement, but the confidentiality of the records and information must be maintained by Corporation and its designee, unless such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. 7. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institution of higher education duly organized, validly existing, and in good standing under the laws of the State of Texas, and further has all institutional power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. Del Mar has received a copy of the Act, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Del Mar are duly authorized to execute this Agreement on behalf of Del Mar. f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under §U.S.C. Section 1324a(f), Del Mar shall repay the payments at the rate Page 4 of 9 Agreement Del Mar 2018.docx and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date Del Mar has been notified of the violation. 8. Compliance with Laws. Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 9. Non -Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 10. Force Majeure. If the Corporation or Del Mar is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 11. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 12. Indemnity. To the extent authorized by law Del Mar covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Del Mar activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Del Mar must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 13. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made. b. Any judgment is assessed against Del Mar or any attachment or other levy against the property of Del Mar with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. Page 5 of 9 Agreement Del Mar 2018.docx c. Del Mar makes an assignment for the benefit of creditors. d. Del Mar files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Del Mar become delinquent, and Del Mar fails to timely and properly follow the legal procedures for protest or contest. f. Del Mar changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 14. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. 15. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period: a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Del Mar may be held liable for any consequential damages. 16. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time Page 6 of 9 Agreement Del Mar 2018.docx avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 17. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, Tess Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 18. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar: Del Mar College Attn: President 101 Baldwin Corpus Christi, Texas 78404 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Page 7 of 9 Agreement Del Mar 2018.docx c. Notice is effective upon deposit in the United States mail in the manner provided above. 20. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 21. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 22. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 23. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 24. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 26. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 27. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 13.a and b shall survive the termination of this Agreement. Page 8 of 9 Agreement Del Mar 2018.docx APPROVED Ate• FORM: 11 day of /.ivern, 2017. Assistant City Attorney For City Attorney Corpus Christi By: Bart aselton President 11 Date: Attest: (7 77 ment Corporation By: k ) Re•ecca Huerta Assistant Secretary Del Mar College By: Dr. Mark Escamilla, Ph.D resident Date: ( 2 THE STATE OF TEXAS �KI sECs�E7�Rv COUNTY OF NUECES This instrument was acknowledged before me on Stp%n%y , 2017, by Dr. Mark Escamilla, Ph.D, for Del Mar College, a political subdivision of the State of Texas, on behalf of the college district. ary Public tate of Texas Agreement Del Mar 2018.docx JESS . ALANIZ Notary ID #: 12659368-5 My Commission Expires 08/08/2020 Page 9 of 9 AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: August 19, 2019 TO: Peter Zanoni, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Renewal No. 2 Type A Grant for Texas A&M University — Corpus Christi Internship Program CAPTION: Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development and Texas A&M University — Corpus Christi (TAMU-CC) to provide grant up to $150,000 for their internship program to assist small businesses from January 1, 2020 through December 31, 2020. SUMMARY: The Type A Board has approved a grant of $150,000 for TAMU-CC internship to pay for part of the wages that interns receive. The Type A Grant for Texas A&M University's Internship Program for Small Business Assistance runs from January 1, 2020 through December 31, 2020. BACKGROUND AND FINDINGS: Texas A&M University — Corpus Christi has a program where students can work for a local company as an intern. The local company will pay minimum wage while the Type A grant will match the wage up to $5.00 per hour plus FICA. This encourages companies to hire interns, it allows the student to get real work experience, and has a goal to create new jobs. The Type A Board has funded this program since 2007. This agreement would run until December 31st which is the end of a semester to better manage the program. The Board approved the Small Business Assistance budget on July 15, 2019 and is pending City Council approval. The current agreement allows for the Board to extend this agreement for up to two additional years. The number of businesses has slowed since the hurricane, but the university believes that it will pick up this next year. The university still has the fall semester to go through the current grant funds. Texas A&M University Internship Progress Report 2008-2019 Year # of F/T Jobs Created # of P/T Interns Placed # of Interns Placed # of Employers unduplicated 2008-2009 10 1 66 25 2009-2010 6 0 84 20 2010-2011 15 9 102 27 2011-2012 8 19 111 28 2012-2013 8 5 115 28 2013-2014 28 12 85 36 2014-2015 15 15 87 30 2015-2016 7 8 88 30 2016-2017 0 0 75 22 2017-2018 6 6 92 31 2018-2019 ytd 47 32 2008-2019 103 75 952 309 Est. 2019-2020 9 7 89 34 Adamson & Company Bangle & Babe The Childrens Center of Corpus Christi Corpus Christi Downtown Management District Corpus Christi Stamp Works Ed Cantu Insurance Ensemble Group Gowland, Strealy, Morales QSROnline Smart World Innovative Marketers Santos McBain Management & Planning MDR Advertising Mestena The Kid Doc CC ALTERNATIVES: Gulfway Merchants Assoc. HMB Enterprises Innovaum LLC Ironwood Finance Kleberg Bank Mestena Milestones Mr. Fancy Pants Carwash Palacios & Palacios 13 & Market Your Personal Best Training Studio Scoop Shack Waddell & Reed Wild Veggie Bouquet If Council does not fund the program or fund it at a lesser amount, this program will be cut back or may be discontinued without this grant. FISCAL IMPACT: This Type A will grant has been approved by the Type A Board and is in their 2019-2020 budget. This will use economic development funds of $150,000 of the small business budget of $603,500. FUNDING DETAIL: Fund: 1140 Business and Job Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: 707 Economic Development Project # (CIP Only): Account: 530000 Professional Services RECOMMENDATION: The Type A Board approved this grant at their August 19, 2019 meeting, as did CCREDC's Board. Staff recommends approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Texas A&M University — Corpus Christi for an internship program to support small businesses in the amount of $150,000 from January 1, 2020 through December 31, 2020 LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Page 1 of 2 RESOLUTION Approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Texas A&M University - Corpus Christi to provide grant up to 150,000.00 for their internship program to assist small businesses. WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Texas A&M University — Corpus Christi (TAMU-CC) for an intern program within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement for an intern program between the Type A Corporation and TAMU-CC; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the renewal of the business incentives agreement for business development between the Type A Corporation and TAMU-CC for an intern program within the City of Corpus Christi, in the form attached to this resolution, is approved. This resolution takes effect upon City Council approval on this the day of , 2019. @BCL@ECOCB3B7.docx The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Page 2 of 2 Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 2019 ©BCL@ECOCB3B7.docx Renewal Small Business Incentive Agreement Between Corpus Christi Business and Job Development Corporation and Texas A&M University — Corpus Christi Renewal No.: 2 Date: October 1, 2019 The Corpus Christi Business and Job Development Corporation hereinafter referred to as the Corporation, and Texas A&M University — Corpus Christi, hereinafter referred to as TAMU- CC, do hereby make and enter into this Renewal No. 2 of the Small Business Incentive Agreement ("Renewal") which, together with the Small Business Incentive Agreement, which was approved by City Council on October 10, 2017, and all other duly executed amendments, constitutes the entire agreement under the above -referenced agreement between the Corporation and TAMU-CC. This Renewal is to exercise the second and final one-year option provided for in section 2.b. of the agreement. The Term of this renewal option is January 1, 2020 through December 31, 2020. The grant provided for this Renewal term shall not exceed $150,000 as provided in section 3 of the agreement. The Corporation and TAMU-CC agree to and shall abide by all terms and conditions of the original agreement and any amendments thereto, to the extent they are not in conflict with the terms of this Renewal. Dr. KeJJ Quintanilla Date President Texas A&M University — Corpus Christi Scott Harris Date President Corpus Christi Business and Job Development Corporation APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attorney for Corporation SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS A & M UNIVERSITY - CORPUS CHRISTI FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Texas A & M University - - Corpus Christi, a Texas institution of higher education ("TAMU-CC"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on November 14, 2016, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on December 20, 2016; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, TAMU-CC has requested business development funds from the Board to assist small businesses by providing access to students, who will serve as interns in professional level positions; WHEREAS, the small businesses will pay student interns minimum wage (currently $7.25 per hour) and TAMU-CC will match the business contribution up to $5.00 per hour. WHEREAS, the interns will be selected based on the needs of the small businesses with the goal of providing the businesses with resources that make the businesses more effective and provide growth opportunities; WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation; WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship positions funded (a 10% new job "return on investment"); Page 1 of 10 WHEREAS, a secondary benefit of the small business intern program is providing students real- world experience, while they are making a living wage without working extended hours and developing potential full-time employment opportunities following graduation; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and TAMU-CC agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. a. The term of this Agreement is for twelve months from January 1, 2018, through December 31, 2018. b. This Agreement may be extended at the option of the Corporation for up to two additional one-year terms, contingent upon annual appropriation of funds and approval of the City Council. Per the guidelines, TAMU-CC must reapply every year for the grant. 3. Grant. a. The Corporation will grant TAMU-CC an incentive of up to One Hundred Fifty Thousand Dollars ($150,000.00), which must be used to fund up to $5.00 per hour for salary plus payroll taxes for interns during the Spring Semester of 2018, Summer Session in 2018, and the Fall Semester 2018, and the entire salary on two interns hired to help administer the program during the Fall and Spring Semesters and Summer Session. The interns will be paid $12.25 per hour, while participating in TAMU-CC's Small Business Employer Intern Program. b. The Corporation's grant conditioned upon TAMU-CC's successful completion of the terms of this Agreement. c. The Corporation's grant shall be paid in monthly installments based upon evidence of the amount paid by TAMU-CC to the small business employers during the prior month. 4. TAMU-CC's Duties and Responsibilities. a. TAMU-CC shall provide administrative oversight and direct supervision for the placement of interns in the TAMU-CC's Small Business Employer Intern Program. b. TAMU-CC shall create and maintain not less than one part-time intern (1) employment position to assist in the Small Business Employer Intern Program in Corpus Christi, Nueces County, Texas, during the term of this Agreement. The intern must be paid $12.25 per hour. c. TAMU-CC shall place, with small businesses in Corpus Christi, interns during any the academic year. (1) Since the primary goal of the TAMU-CC's Small Business Employer Intern Program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation, Page 2 of 10 placements must be based on the needs of the small business with the goal of providing the business with resources that make the business more effective and provide growth opportunities for the businesses. (2) For the purpose of this section a small business may include a chambers of commerce, non-profit organizations, and other entity that will use the intern to assist existing, start-up, and home based small businesses in the City; recruit new small business to the City; assist the expansion of existing small businesses in the City; help entrepreneurs create start-up businesses; or help the owners and managers of small businesses develop their businesses. d. TAMU-CC shall ensure that the small business employer of each intern pays the student intern the minimum wage, and TAMU-CC shall match the small business employer's payments to the interns up to $5.00 per hour. e. TAMU-CC shall try to place the interns for 20 hours per week and 12 weeks per semester or summer sessions. f. TAMU-CC shall work with the small businesses that receive interns under the program to encourage the creation of permanent full-time jobs for the interns or similarly qualified individuals. 5. Job Creation/Training Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. In order to qualify for funds to provide job training under this Agreement, TAMU-CC agrees to create new jobs that pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. c. A "job" is defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi Metropolitan Statistical Area (MSA). d. TAMU-CC agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. e. TAMU-CC agrees to provide Corporation with a sworn certificate by authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. f. TAMU-CC shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. Page 3of10 6. Reports and Monitoring. a. TAMU-CC shall provide a report at the end of each semester or summer session certifying the status of compliance through the life of the Agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, TAMU-CC employer Quarterly Reports, or employee rosters and other reports listed below: i. number of interns ii. name of companies using interns iii. intern duties iv. whether the intern received a job at that company v. whether the intern received a job in the area. b. TAMU-CC, during normal working hours shall allow the Corporation and its designee, City of Corpus Christi Economic Development Department, reasonable access to TAMU- CC's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this Agreement, but the confidentiality of the records and information must be maintained by Corporation and its designee, unless such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attomey General. 7. Warranties. TAMU-CC warrants and represents to Corporation the following: a. TAMU-CC is a member of the Texas A&M University System, and an institution of higher education under the laws of the State of Texas. b. TAMU-CC has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. TAMU-CC has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. TAMU-CC has received a copy of the Act, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of TAMU-CC are duly authorized to execute this Agreement on behalf of TAMU-CC. f. TAMU-CC does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, TAMU-CC is convicted of a violation under §U.S.C. Section 1324a(f), TAMU-CC shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date TAMU-CC has been noted of the violation. 8. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city govemments. Page 4 of 10 9. Non -Discrimination. TAMU-CC covenants and agrees that TAMU-CC will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 10. Force Majeure. If the Corporation or TAMU-CC is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or TAMU-CC are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 11. Assignment. TAMU-CC may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 12. Indemnity. To the extent permitted by the laws and the Constitution of the State of Texas, TAMU-CC covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with TAMU- CC activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. TAMU-CC must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 13. Events of Default by TAMU-CC. The following events constitute a default of this Agreement by TAMU-CC: a. The Corporation or City determines that any representation or warranty on behalf of TAMU-CC contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against TAMU-CC or any attachment or other levy against the property of TAMU-CC with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. TAMU-CC makes an assignment for the benefit of creditors. d. TAMU-CC files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. Page 5 of 10 e. If taxes owed by TAMU-CC become delinquent, and TAMU-CC fails to timely and properly follow the legal procedures for protest or contest. f. TAMU-CC changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 14. Notice of Default. Should the Corporation or City determine that TAMU-CC is in default according to the terms of this Agreement, the Corporation or City shall notify TAMU-CC in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for TAMU- CC to cure the event of default. 15. Results of Uncured Default by TAMU-CC. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of TAMU-CC, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. TAMU-CC shall immediately repay all funds paid by Corporation to them under this Agreement. b. To the extent permitted by the laws and Constitution of the State of Texas, TAMU-CC shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by TAMU-CC of all sums due, the Corporation and TAMU-CC shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor TAMU-CC may be held liable for any consequential damages. 16. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of TAMU-CC's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time TAMU-CC is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. Page 6of10 17. TAMU-CC specifically agrees that Corporation shall only be liable to TAMU-CC for the actual amount of the money grants to be conveyed to TAMU-CC, and shall not be liable to TAMU-CC for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from TAMU-CC to be accompanied by all necessary supporting documentation. 18. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: TAMU-CC: Texas A & M University — Corpus Christi Attn: Director of Contracts & Property 6300 Ocean Drive, Unit 5731 Corpus Christi, Texas 78412-5731 contracts@TAMU-CC.edu Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. Page 7 of 10 20. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 21. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 22. Relationship of Parties. In performing this Agreement, both the Corporation and TAMU-CC will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 23. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 24. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 26. Governing Law. The validity of this Agreement and all matters pertaining thereto, including but not limited to, matters of performance, non-performance, breach, remedies, procedures, rights, duties, and interpretation or construction, shall be governed and determined by the Constitution and the laws of the state of Texas. 27. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and TAMU-CC. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 28. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 8 of 10 APPROVED AS : /3 day of U 17. Assistant City Attorney For City Attorney Corpus Christi Busi By: Date: Attest: By: ob Development Corporation Bart Bras President (7 (7 )e rte,_ Hlte_d? Re ecca Huerta Assistant Secretary Page 9 of 10 ..„5...:PN , • . ,..,.... `Oft ®.,0. eCOUNCIL1 A 3�C�Q: i'ARY Texas A & M University — Corpus Christi By: � G Kelly M. C uintanMa, Ph.D. President / CEO Date: 9 t -5 - THE STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on September l 3 , 2017, by Kelly Quintanilla, Ph.D.,President/CEO, Texas A & M University — Corpus Christi, a Texas institution of higher education, on behalf of the University. 4irsti PEGGY GAFFNEY E': MY COMMISSION EXPIRES �? r 'Jtme 22, 2019 Page 10of10 -)J Name. My Commissiotf 5xpires: /a -2 -1 AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: August 19, 2019 TO: Peter Zanoni, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Renewal No. 2 Type A Grant for LiftFund, Inc. CAPTION: Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and LiftFund, Inc. to provide grant up to $150,000 for their loan buy -down program to assist small businesses from October 1, 2019 through September 30, 2020. SUMMARY: The Type A Board has approved a grant of $150,000 for LiftFund to pay down the interest expense for small businesses who are located within the Corpus Christi city limits. LiftFund is a micro lender that provides loans to small businesses that cannot get bank funding for equipment due to lack of credit history or other bank criteria. This grant covers the loan buy -down program from October 1, 2019 through September 30, 2020. BACKGROUND AND FINDINGS: LiftFund, Inc. supports small and start-up companies with a loan interest buy -down program when traditional financing is not available. Type A has provided funding since 2004. Type A funds are used to pay part of the interest payments on a loan. This can lower the loan interest rate as much as 5%. A loan of 12% (not atypical in today's financing environment) can be paid down to 7% using Type A funds. On a $10,000 loan this can save the small business $842. This makes the loan payments manageable for small businesses. LiftFund has loaned $9,587,804 of their own funds and has assisted over 592 small businesses in the city since the inception of this program. Since 2015 small businesses helped by LiftFund have retained 288 jobs and created 224 new jobs. In 2018 LiftFund has made loans to 18 different businesses. These businesses have created 18 new jobs and retained 60 jobs. The Board approved the Small Business Assistance budget on July 15, 2019 and is pending City Council approval. The current agreement allows for the Board to extend this agreement for one more additional year. LiftFund uses this incentive on all loans made within the city limits. Without this incentive the number would be greatly reduced. It is difficult to estimate since the quality of the borrower weighs heavily on the results. This is LiftFund's performance over the last four years: ALTERNATIVES: Enlist local banks to lend to small businesses. However, to qualify for this program, small businesses must have been turned down for a bank loan. Additionally, local banks already participate in the Small Business Administration (SBA) loan program. FISCAL IMAPCTS: This Type A will grant has been approved by the Type A Board and is in their 2019-2020 budget. This will use economic development funds of $150,000 out of a small business budget of $603,500. Funding Detail: Fund: 1140 Business and Job Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: 707 Economic Development Project # (CIP Only): Account: 530000 Professional Services RECOMMENDATION: The Type A Board approved this grant at their August 19, 2019 meeting, as did CCREDC's Board. Staff recommends approval Renewal No. 2 of the Small Business Incentive agreement with LiftFund for the interest buy -down program in the amount of $150,000 from October 1, 2019 through September 30, 2020. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Grant Loans Clients Retained Created 2016 $ 248,739 $ 948,123 55 79 147 2017 $ 158,827 $ 507,663 35 107 37 2018 $ 110,047 $ 384,016 26 71 20 2019ytd $ 83,990 $601,606 $ 290,369 $2,130,173 12 128 46 303 34 238 Total Est 2020 $150,000 $500,000 25 65 25 ALTERNATIVES: Enlist local banks to lend to small businesses. However, to qualify for this program, small businesses must have been turned down for a bank loan. Additionally, local banks already participate in the Small Business Administration (SBA) loan program. FISCAL IMAPCTS: This Type A will grant has been approved by the Type A Board and is in their 2019-2020 budget. This will use economic development funds of $150,000 out of a small business budget of $603,500. Funding Detail: Fund: 1140 Business and Job Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: 707 Economic Development Project # (CIP Only): Account: 530000 Professional Services RECOMMENDATION: The Type A Board approved this grant at their August 19, 2019 meeting, as did CCREDC's Board. Staff recommends approval Renewal No. 2 of the Small Business Incentive agreement with LiftFund for the interest buy -down program in the amount of $150,000 from October 1, 2019 through September 30, 2020. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Page 1 of 2 RESOLUTION Approving Renewal No. 2 to the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and LiftFund, Inc. to provide grant up to $150,000 for their loan buy -down program to assist small businesses. WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from LiftFund for a loan buy -down program within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement for a loan buy -down program between the Type A Corporation and LiftFund; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the renewal of the business incentives agreement for business development between the Type A Corporation and LiftFund for a loan buy -down program within the City of Corpus Christi, which agreement is attached to this resolution, is approved. This resolution takes effect upon City Council approval on this the day of , 2019. @BCL@BCODF3ED.docx The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Page 2 of 2 Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 2019 ©BCL@BCODF3ED.docx Renewal Small Business Incentive Agreement Between Corpus Christi Business and Job Development Corporation and LiftFund, Inc. Renewal No.: 2 Date: The Corpus Christi Business and Job Development Corporation hereinafter referred to as the Corporation, and LiftFund, Inc., San Antonio, Texas, hereinafter referred to as the LiftFund, do hereby make and enter into this Renewal No. 1 of the Small Business Incentive Agreement ("Renewal") which, together with the Small Business Incentive Agreement, which was approved by City Council on October 10, 2017, and all other duly executed amendments, constitutes the entire agreement under the above -referenced agreement between the Corporation and LiftFund. This Renewal is to exercise the first one-year option provided for in section 2 of the agreement. The Term of this renewal option is October 1, 2019 through September 30, 2020. The maximum amount of the grant for this Renewal will not exceed $150,000 as shown in section 4.vi. of the agreement. The Corporation and LiftFund agree to and shall abide by all terms and conditions of the original agreement and any amendments thereto, to the extent they are not in conflict with the terms of this Renewal. J ie Barrera President and CEO LiftFund, Inc. 0-1--iq Date Scott Harris President Corpus Christi Business and Job Development Corporation Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attorney for Corporation SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND LIFTFUND, INC. FOR AN INTEREST BUY DOWN PROGRAM FOR SMALL BUSINESSES This Small Businesses Incentives Agreement for an Interest Buy Down Program for Small Businesses ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and LiftFund, Inc., a Texas nonprofit corporation ("LiftFund"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on November 14, 2016, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on December 20, 2016; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, LiftFund is a Texas nonprofit corporation whose principal mission is to provide loans to small business owners lacking access to commercial credit; WHEREAS, LiftFund anticipates, over the next twelve months, providing interest buy down to 5.5% for approximately 60 loans with an average value of $25,000 to low and moderate income micro and small business owners in Corpus Christi to generate 20 new permanent full-time jobs; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to LiftFund, through this contract with LiftFund, to be used by LiftFund to buy down the interest on commercial loans to 5.5% interest for small businesses, and 0% interest on loans for small businesses related to recovery from damage caused by the recent hurricane, and establish a small business grant program, both of which will result in creation of new full-time permanent jobs in the city of Corpus Christi. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and LiftFund agree as follows: Page 1 of 12 Agreement LiftFund 2017-2018CC 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for one year from October 1, 2017, through September 30, 2018. This Agreement may be extended at the option of the Corporation for up to two additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. Per the guidelines, LiftFund must reapply every year for the grant. 3. Loan Loss Reserve Program. a. The Corporation has previously provided $75,000 for the Loan Loss Reserve Program. b. The Loan Loss Reserve Program funds will be used to allow LiftFund to leverage additional capital for small business loans. c. "Small business" is defined in the Corpus Christi Business & Job Development Corporation Guidelines & Criteria for Granting Business Incentives ("Corporation Guidelines). d. LiftFund anticipates that it will have one million dollars available on an annual basis to be lent to qualifying small businesses in Corpus Christi. e. For every $50,000 in loans that LiftFund provides to a small business in Corpus Christi, LiftFund shall ensure that the loan will result in the creation of one new full-time permanent job in the city of Corpus Christi. f. Businesses assisted must be located in or locating within the city limits of Corpus Christi, Texas. g. Businesses assisted must be unable to obtain a loan from traditional lending institutions. h. Loan amounts shall be within the range of $5,000 to $75,000. i. LiftFund shall provide the Corporation with quarterly reports to identify the loans made, name and address of business receiving loan, jobs created, and other reports as requested by the Corporation. j. LiftFund shall provide the corporation with quarterly reports of capital available for loans to qualified Corpus Christi small businesses or qualified small businesses locating to Corpus Christi. k. LiftFund will provide funds for operations and loan capital to implement and sustain the program. 4. Interest Buy Down Program. a. In consideration for creation and maintenance of new jobs as provided in this Agreement, the Corporation agrees to pay LiftFund up to $200,000 for the Interest Buy -Down Program as follows: Page 2 of 12 Agreement LiftFund 2017-2018CC i. LiftFund must first receive a request for a loan from a small business or start-up company that has the ability to produce jobs in the future and is located in Corpus Christi or will be locating in Corpus Christi ("Business"). ii. The request from the applicant must include a notarized affidavit stating that they have applied for normal financing from a bank, or similar lending institution, and have been denied a loan. iii. LiftFund shall review the request for a loan from the Business. iv. Upon LiftFund approval of a loan, and prior to the closing of the loan, LiftFund shall submit Attachment "A" to the Corporation requesting funds to buy down the interest rate from the interest rate allowable per the underwriting criteria to 5.5% or 0% interest for loans related to recovery from damage caused by a hurricane. The Corporation authorizes an interest buy down up to 7% of the interest rate to finance the loan. Payment by Corporation shall not exceed $17,500 per loan and shall be calculated using the following formula: For Non- Hurricane Related Loans: (Loan amount x interest rate to buy down to 5.5%) / 12 = N N x number of payments=interest buy down reimbursement to LiftFund for business loan. (The number of monthly payments shall not exceed sixty (60).) Example: ($10,000 x 7%) / 12 = 58.33 58.33 x 36 = $2,100 = amount to be reimbursed to LiftFund for business loan. For Hurricane Related Loans: (Loan amount x interest rate to buy down to 0.0%) / 12 = N N x number of payments=interest buy down reimbursement to LiftFund for business loan. (The number of monthly payments shall not exceed sixty (60).) Example: ($10,000 x 12.5%) / 12 = 104.16 $104.16 x 36 = $3,750 = amount to be reimbursed to LiftFund for business loan. v. The Corporation shall provide a response to approve or deny the reimbursement for the Interest Buy Down Program funds to LiftFund within 2 business days of receipt of Attachment "A." The Corporation shall reimburse funds within 30 days after evidence of closing the loan is submitted. vi. The total funds available on an annual basis under the Interest Buy Down Program under this agreement are $200,000. Page 3 of 12 Agreement LiftFund 2017-2018CC b. The loans assisted with the program must be within the range of $5,000 to $75,000. c. This program must result in the creation of one permanent full-time job per every loan of at least $50,000 assisted with the Interest Buy Down Program. LiftFund shall ensure that the loan will result in the creation of one new full-time permanent job in the city of Corpus Christi. d. Businesses assisted through this program must be: i. A start-up or existing small business that is unable to obtain a loan from a traditional financial institution or unable to qualify for the total needed for a business loan through a bank or credit union, in which case LiftFund can loan the remaining amount with the buy down interest rate program in conjunction with the bank\credit union. ii. An existing small business that needs assistance to expand. iii. Any business assisted under the provisions of paragraphs i or ii of this subsection, must be: A. Located in or locating in Corpus Christi city limits. B. Current on payment of all sales taxes. C. Current on payment of all ad valorem taxes in the City of Corpus Christi. e. The following projects are ineligible for this program: i. Refinancing of existing loans or debt ii. Businesses located outside the Corpus Christi city limits iii. Home-based businesses iv. Loans to existing businesses which are not planning on expanding v. Business retention. f. LiftFund may use up to $200,000 to assist start-up and existing small businesses that have little or no access to traditional credit. g. LiftFund shall provide the Corporation with quarterly reports as provided in Attachment "B" to identify the loans made, name and address of the business receiving the loan, jobs created under the Interest Buy Down Program, and other reports as requested by the Corporation. h. LiftFund shall provide funds for operations and loan capital to implement and sustain the program. i. LiftFund shall develop loan underwriting criteria and payment terms and conditions for its loan program and provide to the Corporation. Page 4 of 12 Agreement LiftFund 2017-2018CC j. At the termination of this agreement and after repayment or other conclusion of all loans assisted by Interest Buy Down Program, LiftFund will return to the Corporation any unexpended funds remaining from the Loan Loss Reserve Program. 5. Small Business Grant Program. a. In consideration for creation and maintenance of new jobs as provided in this Agreement, the Corporation agrees to pay LiftFund up to $50,000 for the Small Business Grant Program as follows: i. Grants to loan applicants who do not meet standard underwriting criteria, either because of capacity, cash flow, or credit, who could benefit from a grant to boost their ability to become successful. The grant amount may not exceed $2,500 or 10% of the principal amount requested, whichever is less. ii. Grants to loan applicants who want to use part of loan proceeds to reduce energy consumption or transition into green retail products. The grant amount may not exceed $2,500 or 25% of the upgrades presented in the loan file. iii. Grants to loan applicants who provide services for working families (e.g. both children and adult day care centers) to improve their facilities to be compliant with state/federal standards. The grant amount may not exceed $2,500. iv. Grants to loan applicants that are veteran owned businesses. The grant amount may not exceed $500. v. Working capital grants to holders of existing loans with LiftFund. If the loans that have paid routinely on time for a period of 24 months, the maximum grant amount may not exceed $1,000. If the loans have been paid routinely on time for a period of 12 months on time payments, the maximum grant amount may not exceed $500 grant. b. The loans assisted with the program must be within the range of $500 to $25,000. c. This program must result in the creation of one permanent full-time job per every related loan of at least $50,000 assisted through the Interest Buy Down Program. LiftFund shall ensure that the loans will result in the creation of one new full-time permanent job in the city of Corpus Christi. d. Businesses assisted through this program must be: i. A start-up or existing small business that is unable to obtain a loan from a traditional financial institution or unable to qualify for the total needed for a business loan through a bank or credit union, in which case LiftFund can loan the remaining amount with the Buy Down interest rate program in conjunction with the bank\credit union. ii. An existing small business that needs assistance to expand. iii. Any business assisted under the provisions of paragraphs i or ii of this subsection, must be: Page 5 of 12 Agreement LiftFund 2017-2018CC A. Located in or locating in Corpus Christi city limits. B. Current on payment of all sales taxes. C. Current on payment of all ad valorem taxes in the City of Corpus Christi. e. The following projects are ineligible for this program: i. Businesses located outside the Corpus Christi city limits ii. Home-based businesses located outside the Corpus Christi city limits iii. Grants to existing businesses which are not planning on expanding f. LiftFund shall provide the Corporation with quarterly reports as provided in Attachment "B" to identify the grants made, name and address of the business receiving the grant, jobs created under the related Interest Buy Down Program, and other reports as requested by the Corporation. g. LiftFund shall provide funds to implement and sustain the program. h. LiftFund shall develop grant award criteria and payment terms and conditions for the grant loan program, and must provide copies of the criteria, terms, and conditions to the Corporation. i. At the termination of this agreement or other conclusion of the Small Business Grant Program, LiftFund shall return to the Corporation any unexpended funds remaining from the Small Business Grant Program. 6. Job Creation Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. A "job" is defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. c. LiftFund agrees to confirm and document to the Corporation that each job created as a result of funding provided by this Agreement is maintained throughout the term of the loan to the Business. d. LiftFund agrees to provide Corporation with a sworn certificate by authorized representative of each shall business assisted under this Agreement certifying the number of full-time permanent employees employed by the small business. e. LiftFund shall ensure that the Corporation is allowed reasonable access to personnel records of the small businesses assisted under this Agreement. 7. Buy Local Provision. Page 6 of 12 Agreement LiftFund 2017-2018CC a. LiftFund agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 8. Local Offices. Two staff persons of LiftFund offices shall be located in Corporation designated offices or a mutually agreeable location. 9. Representation on LiftFund governing board. LiftFund agrees to appoint a person designated by the Corporation as a member of LiftFund governing board. 10. Warranties. LiftFund warrants and represents to Corporation the following: a. LiftFund is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and further has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. LiftFund has the authority to enter into and perform, and will perform, the terms of this Agreement. c. LiftFund has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. LiftFund has received a copy of the Act and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. If an audit determines that the funds were not used for authorized purposes, LiftFund agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. f. The parties executing this Agreement on behalf of LiftFund are duly authorized to execute this Agreement on behalf of LiftFund. g. LiftFund does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, LiftFund is convicted of a violation under §U.S.C. Section 1324a(f), LiftFund shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date LiftFund has been notified of the violation. 11. Compliance with Laws. LiftFund shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 12. Non -Discrimination. LiftFund covenants and agrees that LiftFund will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the Page 7 of 12 Agreement LiftFund 2017-2018CC provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 13. Force Majeure. If the Corporation or LiftFund is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or LiftFund are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 14. Assignment. LiftFund may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 15. Indemnity. LiftFund covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with LiftFund activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. LiftFund must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 16. Events of Default. The following events constitute a default of this Agreement: a. Failure of LiftFund to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions, or warranties of this Agreement. b. The Corporation or City determines that any representation or warranty on behalf of LiftFund contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made. c. Any judgment is assessed against LiftFund or any attachment or other levy against the property of LiftFund with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 30 days. d. LiftFund makes an assignment for the benefit of creditors. e. LiftFund files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. f. If taxes owed by LiftFund become delinquent, and LiftFund fails to timely and properly follow the legal procedures for protest or contest. Page 8 of 12 Agreement LiftFund 2017-2018CC g. LiftFund changes the general character of business as conducted of the date this Agreement is approved by the Corporation. 17. Notice of Default. Should the Corporation or City determine that LiftFund is in default according to the terms of this Agreement, the Corporation or City shall notify LiftFund in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for LiftFund to cure the event of default. 18. Results of Uncured Default. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of LiftFund, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. LiftFund shall immediately repay all funds paid by Corporation under this Agreement. b. LiftFund shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation. c. The Corporation shall have no further obligations to LiftFund under this Agreement. d. Neither the City nor the Corporation may be held liable for any consequential damages. e. The Corporation may pursue all remedies available under law. 19. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of LiftFund' default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time LiftFund is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 20. LiftFund specifically agrees that Corporation shall only be liable to LiftFund for the actual amount of the money grants to be conveyed to LiftFund, and shall not be liable to LiftFund for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this agreement, being October 1, 2017, through September 30, 2018. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year Page 9 of 12 Agreement LiftFund 2017-2018CC be Tess than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from LiftFund to be accompanied by all necessary supporting documentation. 21. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: LiftFund: LiftFund, Inc. Attn.: Janie Barrera 2007 West Martin Street San Antonio, Texas 78207 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 22. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 23. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 24. Relationship of Parties. In performing this Agreement, both the Corporation and LiftFund will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Page 10 of 12 Agreement LiftFund 2017-2018CC 25. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 26. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 28. Sole Agreement. This Agreement constitutes the sole agreement between Corporation and LiftFund. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 29. Survival of terms of agreement and obligations of parties. The terms of this agreement and the obligation of the parties relating to the Loan Loss Reserve Program and the Interest Buy Down Program shall survive the termination of this agreement. [The remainder of the page intentionally left blank] Page 11 of 12 Agreement LiftFund 2017-2018CC APPROVED AS TO FORM: J day of, , 2017. Lit% Assistant City Attorney For City Attorney Corpus Christi Busin Job Development Corporation By: Date: Attest: By: President Rebecca Huerta Qsthji .4.n.a,e.i.....s...a.00a.< _ ,F.0 i ai 0cs4" COUP4Cal.......19 119 Assistant Secretary SECRETARY LiftFund, Inc. By: e Barrera President and Chief Executive Officer Date: /ill67dcr .3o 487 THE STATE OF TEXAS COUNTY OF BEXAR § This instrument was acknowledged before me on 11116711 -Cr 36./ , 2017, by Janie Barrera, President and Chief Executive Officer for LiftFund, Inc., a Texas non-profit corporation, on behalf of the corporation. of ryP lic State of exas Page 12 of 12 Agreement LiftFund 2017-2018CC AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: August 19, 2019 TO: Peter Zanoni, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Renewal No. 2 Type A Grant for Service Corps of Retired Executives (SCORE) Chapter 221 CAPTION: Resolution approving Renewal No. 2 to the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives (SCORE) Chapter 221 to provide a grant up to $54,000 for their small business assistance program from October 1, 2019 through September 30, 2020. SUMMARY: The Type A Board has approved a grant of $54,000 for SCORE to provide workshops or various topics that help small businesses grow and thrive. This grant pays for that workshop person and expense. This grant covers the program from October 1, 2019 through September 30, 2020. BACKGROUND AND FINDINGS: The ballot language that passed the Type A sales tax stated that "these funds will be used to develop programs and facilities that assist small and start-up companies that have the ability to produce jobs in the future. SCORE has been aiding small businesses in Corpus Christi through their outreach by holding workshops on various subjects of use to the small business owner, and by providing counseling through face to face meetings and through emails. This grant funds the marketing coordinator position, marketing for these workshops, and the "lunch and learns" that SCORE uses to inform small businesses on such topics as: how to qualify for and get government procurement contracts, getting started with email marketing, and tax issues for small businesses. SCORE will have a contractor to coordinate the workshops and the advertising for these workshops. They have averaged 2,000 workshop attendees each year for the past three years. SCORE has received funding since 2008. The Board approved the Small Business Assistance budget in July that included this program. The current agreement allows for the Board to extend this agreement for up to two additional years. ALTERNATIVES: If Council does not fund the program or fund it at a lesser amount, this program will be cut back or may be discontinued without this grant. FISCAL IMAPCTS: This Type A will grant has been approved by the Type A Board and is in their 2019-2020 budget. This will use economic development funds of $54,000 of the small business budget of $603,500. FUNDING DETAIL: Fund: 1140 Business and Job Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: 707 Economic Development Project # (CIP Only): Account: 530000 Professional Services RECOMMENDATION: The Type A Board approved this grant at their August 19, 2019 meeting, as did CCREDC's Board. Staff recommends approval of an agreement for SCORE for $54,000 from October 1, 2019 through September 30, 2020. This is an important tool in helping small businesses grow in our community. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Page 1 of 2 RESOLUTION Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives (SCORE) Chapter 221 to provide a grant up to $54,000 for their small business assistance program. WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from SCORE for their small business assistance program within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement for an intern program between the Type A Corporation and SCORE; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the business incentives agreement for business development between the Type A Corporation and SCORE for a small business assistance program within the City of Corpus Christi, which agreement is attached to this resolution, is approved. This resolution takes effect upon City Council approval on this the day of , 2019. @BCL@9C0DB344.docx PASSED AND APPROVED on the day of , 2019: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas @BCL@9C0DB344.docx Page 2 of 2 Joe McComb Mayor Renewal Small Business Incentive Agreement Between Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives Chapter 221 Renewal No.: 2 Date: October 1, 2019 The Corpus Christi Business and Job Development Corporation hereinafter referred to as the Corporation, and Service Corps of Retired Executives Chapter 221, hereinafter referred to as SCORE, do hereby make and enter into this Renewal No. 2 of the Small Business Incentive Agreement ("Renewal") which, together with the Small Business Incentive Agreement, which was approved by City Council on October 10, 2017, and all other duly executed amendments or renewals, constitutes the entire agreement under the above -referenced agreement between the Corporation and SCORE. This Renewal is to exercise the second and final one-year option provided for in section 2.b. of the agreement. The Term of this renewal option is October 1, 2019 through September 30, 2020. The second sentence of the first bullet point in section 3 of the agreement is amended to replace it with the following sentence: "The total reimbursement for the term will not exceed $54,000." The Corporation and SCORE agree to and shall abide by all terms and conditions of the original agreement and any amendments thereto, to the extent they are not in conflict with the terms of this Renewal. 4,.14coL. 7/.24/,, Debbie Fernandez Date Scott Harris Date President President SCORE - Chapter 221 Corpus Christi Business and Job Development Corporation APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attorney for Corporation BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND SERVICE CORPS OF RETIRED EXECUTIVES (SCORE) CHAPTER 221 FOR JOB TRAINING This Business Incentive Agreement for Job Training ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Service Corps of Retired Executives Chapter 221 ("SCORE"), a Washington, D.C. non-profit corporation. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on November 14, 2016, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on December 20, 2016; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, SCORE will provide assistance to small businesses, persons, and entities desiring to begin and operate a small business in Corpus Christi by mentoring clients; conducting workshops; and advising clients as to business plans, pro -forma statements, forms of business entity, financial implications of business decisions, and all other aspects of small business operations; WHEREAS, SCORE proposes to retain an executive assistant/coordinator to assist SCORE volunteers in administrating the assistance program; WHEREAS, on September 18, 2017 the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to SCORE, AGREEMENT Agreement SCORE (002) through this Agreement with SCORE, to be used by SCORE to provide assistance to small businesses. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and SCORE agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. a. The term of this Agreement is for one year from October 1, 2017, through September 30, 2018. b. This Agreement may be extended at the option of the Corporation for up to two additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. Per the guidelines, SCORE must reapply every year for the grant. 3. Performance Requirements and Grants. The Performance Requirements and Grants are listed below; • Corporation will reimburse SCORE by grant for all direct expenses related to the project. The total reimbursements may not exceed Fifty -Two Thousand Six Hundred Dollars ($52,600.00). • Providing 1,620 hours of general and technical services to small businesses through volunteer counselors. • SCORE agrees to the following reporting and monitoring provisions, and failure to fully and timely comply with any one requirement is an act of default. • SCORE shall provide quarterly reports on its performance requirements. The reports must document: a. Number of face to face consultations between SCORE volunteers and small business owners or prospective owners. b. Number of workshops with description of workshop and number of attendees. c. Number of small business owners or prospective owners who were provided counseling by email or on-line services. • SCORE, during normal working hours, at its Corpus Christi, Texas, facility, shall allow Corporation and its designee, the City's Economic Development Department ("Department"), reasonable access to SCORE's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this agreement, but the confidentiality of records and information shall be maintained by Corporation and Department, unless the records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. 4. Utilization of Local Contractors and Suppliers. SCORE agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, 2 AGREEMENT Agreement SCORE (002) suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. SCORE agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of SCORE to comply with the Local Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if SCORE is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 5. Utilization of Disadvantaged Business Enterprises ("DBE"). SCORE agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. SCORE agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. SCORE agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of SCORE to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if SCORE is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 6. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 7. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. 8. Warranties. SCORE warrants and represents to Corporation the following: a. SCORE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. 3 AGREEMENT Agreement SCORE (002) b. SCORE has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. SCORE has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. SCORE has received a copy of the Act, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf of SCORE is duly authorized to execute this Agreement on behalf of SCORE. f. SCORE does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, SCORE is convicted of a violation under §U.S.C. Section 1324a(f), SCORE shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date SCORE has been notified of the violation. 9. Compliance with Laws. During the Term of this Agreement, SCORE shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 10. Non -Discrimination. SCORE covenants and agrees that SCORE will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 11. Force Majeure. If the Corporation or SCORE is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or SCORE are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 12. Assignment. SCORE may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 4 AGREEMENT Agreement SCORE (002) 13. Indemnity. SCORE covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with SCORE activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. SCORE must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 14. Events of Default by SCORE. The following events constitute a default of this Agreement by SCORE: a. The Corporation or City determines that any representation or warranty on behalf of SCORE contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against SCORE or any attachment or other levy against the property of SCORE with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. SCORE makes an assignment for the benefit of creditors. d. SCORE files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by SCORE become delinquent, and SCORE fails to timely and properly follow the legal procedures for protest or contest. f. SCORE changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. SCORE fails to comply with one or more terms of this Agreement. 15. Notice of Default. Should the Corporation or City determine that SCORE is in default according to the terms of this Agreement, the Corporation or City shall notify SCORE in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for SCORE to cure the event of default. 5 AGREEMENT Agreement SCORE (002) 16. Results of Uncured Default by SCORE. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of SCORE, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. SCORE shall immediately repay all funds paid by Corporation to them under this Agreement. b. SCORE shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by SCORE of all sums due, the Corporation and SCORE shall have no further obligations to one another under this Agreement. 17. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of SCORE's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time SCORE is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 18. SCORE specifically agrees that Corporation shall only be liable to SCORE for the actual amount of the money grants to be conveyed to SCORE, and shall not be liable to SCORE for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of 6 AGREEMENT Agreement SCORE (002) grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from SCORE to be accompanied by all necessary supporting documentation. 19. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 20. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: SCORE Chapter 221: SCORE 221 Chapter Chair 2820 South Padre Island Drive Suite 108 Corpus Christi, Texas 78408 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 21. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement. 7 AGREEMENT Agreement SCORE (002) 22. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 23. Relationship of Parties. In performing this Agreement, both the Corporation and SCORE will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 24. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 25. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 26. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 27. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and SCORE. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 28. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. 8 AGREEMENT Agreement SCORE (002) Corpus Christi By: pment Corporation President Date: Attest: By: Rebecca Huerta Assistant Secretary SCORE Chapter 2 1 By: �"� Dennis Dolce President Date: ad� 1 THE STATE OF TEXAS COUNTY OF NUECES sr CO(ffm .___.y......I This instrument was acknowledged before me on , 2017, by Dennis Dolce, President for Service Corps of Retired Executives (SCORE) Chapter 221, a Washington, D.C. non-profit corporation, on behalf of the corporation. Notary Public State of Texas ADELITA C CARRISALEZ Notary Public STATE OF TEXAS My Comm. Exp. 02/27/2018 ID# 1828884 9 AGREEMENT City Agreement SCORE 2017-18 FORM: 04 day of dun 6 , 2017. /J. , ,111t/ / yY.-be------ Assistant City Attorne For City Attorney Corpus Christi By: ent Corporation President Date: Attest: By: Rebecca Huerta Assistant Secretary SCORE Chapter 221 By: Date: Joe Dove President THE STATE OF TEXAS COUNTY OF NUEC This instrument was acknowledged before me on , 2017, by Dennis Dolce, President for Service Corps of Retired Executives (SCORE) Chapter 221, a Washington, D.C. non-profit corporation, on behalf of the corporation. Notary Publc State of T as 9 AGREEMENT Agreement SCORE AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: August 19, 2019 TO: Peter Zanoni, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Renewal No. 2 Type A Grant for Del Mar PTAC Program CAPTION: Resolution approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $99,500.00 for their Procurement Technical Assistance Center to assist small businesses from January 1, 2020 through December 31, 2020. SUMMARY: The Type A Board has approved a grant for $99,500 the Procurement Technical Assistance Center (PTAC) program the helps small businesses within the city limits, qualify and be able to bid on government procurement contracts. This grant funds the person running the center. The grant is for the period January 1, 2020 through December 31, 2020. BACKGROUND AND FINDINGS: PTAC is located at the Del Mar College campus on Staples inside of the Small Business Development Center. PTAC has been counseling small businesses in the area of government procurement. PTAC educates these businesses on the requirements of government procurement, helps them get certified to qualify to bid on contracts, and gives them access to a portal to find these contracts. PTAC was instrumental in working with Corpus Christi Army Depot (CCAD) to engage small tool and die shops to bid on specialty tool orders from CCAD. PTAC has been funded since 2014. The Board has funded PTAC since 2012. During that time PTAC has helped almost 1,345 companies. These companies have been awarded $48.4 in contracts. They have held 46 training events ALTERNATIVES: The Council may choose to not fund the program or fund it at a different amount. If Council does not fund the program or fund it at a lesser amount, this program will be cut back or may be discontinued without this grant. FISCAL IMPACTS: This Type A will grant has been approved by the Type A Board and is in their 2019-2020 budget. This will use economic development funds of $99,500 out of small business budget of $603,500. Funding Detail: Fund: 1140 Business and Job Development Fund Organization/Activity: 15020 Small Business Projects Mission Element: 707 Economic Development Project # (CIP Only): Account: 530000 Professional Services RECOMMENDATION: The Type A Board approved this grant at their August 19, 2019 meeting, as did Corpus Christi Regional Economic Development Corporation's Board. Staff recommends approval Renewal No. 2 of the Small Business Incentive agreement with PTAC for $99,500 from January 1, 2020 through December 31, 2020. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Page 1 of 2 RESOLUTION Approving Renewal No. 2 of the Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $99,500.00 for their Procurement Technical Assistance Center to assist small businesses. WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Del Mar College ("Del Mar") for their Procurement Technical Assistance Center ("PTAC") program within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement for a PTAC program between the Type A Corporation and Del Mar; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the renewal of the business incentives agreement for business development between the Type A Corporation and Del Mar for their Procurement Technical Assistance Center program within the City of Corpus Christi, which agreement is attached to this resolution, is approved. This resolution takes effect upon City Council approval on this the day of , 2019. ©BCL@9CODDCF3.docx The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Page 2 of 2 Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 2019 ©BCL@9CODDCF3.docx Renewal Small Business Incentive Agreement Between Corpus Christi Business and Job Development Corporation and Del Mar College's Procurement Technical Assistance Center Renewal No.: 2 Date: October 1, 2019 The Corpus Christi Business and Job Development Corporation hereinafter referred to as the Corporation, and Del Mar College, hereinafter referred to as Del Mar, do hereby make and enter into this Renewal No. 2 of the Small Business Incentive Agreement ("Renewal") which, together with the Small Business Incentive Agreement, which was approved by City Council on October 10, 2017, and all other duly executed amendments, constitutes the entire agreement under the above-referenced agreement between the Corporation and Del Mar. This Renewal is to exercise the second and final one-year option provided for in section 2.b. of the agreement. The Term of this renewal option is January 1, 2020 through December 31, 2020. The section 3 of the agreement is amended to replace it with the following: "3. Performance Requirements and Grants. Del Mar shall educate small businesses on the requirements of government procurement, help them get certified to qualify to bid on contracts, and give them access to a portal to find these contracts. The annual grant shall not to exceed $99,500. The Corporation will pay the grant to Del Mar as invoices are received. Del Mar will display signage that states that they are recipients of Type A funding. This signage will be provided to Del Mar by the Board and will be displayed in a location that is visible to a visitor to their facility." The Corporation and Del Mar agree to and shall abide by all terms and conditions of the original agreement and any amendments thereto, to the extent they are not in conflict with the terms of this Renewal. x'(2 .7 Dr. -rk Escamilla Date Scott Harris Date Pres sent President Del Mar College Corpus Christi Business and Job Development Corporation APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attorney for Corporation a. The term of this Agreement is for one year from January 1, 2018, through December 31, 2018. b. This Agreement may be extended at the option of the Corporation for up to two additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. 3. Performance Requirements and Grants. DEL MAR shall educate small businesses on the requirements of government procurement, help them get certified to qualify to bid on contracts, and give them access to a portal to find these contracts. The grant shall not to exceed $48,490. The Corporation will pay the grant to DEL MAR as invoices are received. DEL MAR will display signage that states that they are recipients of Type A funding. This signage will be provided to DEL MAR by the Board and will be displayed in a location that is visible to a visitor to their facility. 4. Utilization of Local Contractors and Suppliers. DEL MAR agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. DEL MAR agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of DEL MAR to comply with the Local Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if DEL MAR is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 5. Utilization of Disadvantaged Business Enterprises ("DBE"). DEL MAR agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. DEL MAR agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. DEL MAR agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of DEL MAR to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if DEL MAR is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default Page 2 of 9 Agreement PTAC.docx hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 6. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 7. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. 8. Warranties. DEL MAR warrants and represents to Corporation the following: a. Del Mar is a Texas institute of higher learning duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. DEL MAR has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. DEL MAR has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. DEL MAR has access to the Texas Development Corporation Act, Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, on the State's website, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf of DEL MAR is duly authorized to execute this Agreement on behalf of DEL MAR. f. DEL MAR does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, DEL MAR is convicted of a violation under §U.S.C. Section 1324a(f), DEL MAR shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date DEL MAR has been notified of the violation. Page 3 of 9 Agreement PTAC.docx 9. Compliance with Laws. During the Term of this Agreement, DEL MAR shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 10. Non -Discrimination. DEL MAR covenants and agrees that DEL MAR will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 11. Force Majeure. If the Corporation or DEL MAR is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or DEL MAR are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 12. Assignment. DEL MAR may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 13. Indemnity. DEL MAR covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with DEL MAR activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. DEL MAR must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 14. Events of Default by DEL MAR. The following events constitute a default of this Agreement by DEL MAR: a. The Corporation or City determines that any representation or warranty on behalf of DEL MAR contained in this Agreement or in any financial statement, certificate, report, Page 4 of 9 Agreement PTAC.docx or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against DEL MAR or any attachment or other levy against the property of DEL MAR with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. DEL MAR makes an assignment for the benefit of creditors. d. DEL MAR files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by DEL MAR become delinquent, and DEL MAR fails to timely and properly follow the legal procedures for protest or contest. f. DEL MAR changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. DEL MAR fails to comply with one or more terms of this Agreement. 15. Notice of Default. Should the Corporation or City determine that DEL MAR is in default according to the terms of this Agreement, the Corporation or City shall notify DEL MAR in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for DEL MAR to cure the event of default. 16. Results of Uncured Default by DEL MAR. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of DEL MAR, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. DEL MAR shall immediately repay all funds paid by Corporation to them under this Agreement. b. DEL MAR shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by DEL MAR of all sums due, the Corporation and DEL MAR shall have no further obligations to one another under this Agreement. 17. No Waiver. Page 5 of 9 Agreement PTAC.docx a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of DEL MAR's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time DEL MAR is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 18. DEL MAR specifically agrees that Corporation shall only be liable to DEL MAR for the actual amount of the money grants to be conveyed to DEL MAR, and shall not be liable to DEL MAR for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from DEL MAR to be accompanied by all necessary supporting documentation. 19. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 20. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Page 6 of 9 Agreement PTAC.docx Del Mar College: Del Mar College Procurement Manager 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 21. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement. 22. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 23. Relationship of Parties. In performing this Agreement, both the Corporation and DEL MAR will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 24. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 25. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or Page 7 of 9 Agreement PTAC.docx future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 26. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 27. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and DEL MAR. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 28. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. (Remainder of this page intentionally left blank) Page 8 of 9 Agreement PTAC.docx APPROVED AS ORM: /3 day of /c.136 , 2017. Assistant City Attorney For City Attorney Corpus Christi Busi - s : Job Development Corporation By: Date: Attest: By: Rebecca Huerta Assistant Secretary Bart Bra President (' /7 Del Mar College— By: Date: orpus Christi Mark Escamilla, Ph.D. resident THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on SIP11. MI3 Yt , 2017, by Dr. Mark Escamilla, Ph.D., President, Del Mar College, a political subdivision of the State of Texas, on behalf of the college district. Notary ' is State of exas Agreement PTAC ANGELA M. BROOKS Notary Public, State of Texas My Commission Expires ':,2? 01/13/2018 Page 9 of 9 AGENDA MEMORANDUM Public Hearing/First Reading for the City Council Meeting of September 6, 2019 Second Reading Ordinance for the City Council Meeting of September 17, 2019 DATE: August 20, 2019 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 r Public Hearing and Adoption of Proposed FY 2019-2020 Budget CAPTION: Ordinance adopting the City of Corpus Christi budget for the fiscal year 2019-2020 beginning October 1, 2019; authorizing personnel complements; appropriating monies as provided in the budget. SUMMARY: This item is to adopt the budget as amended by the schedule of adjustments during the 1St Reading on September 6, 2019 for the upcoming fiscal year with total proposed amended expenditures of $983,394,227 and total proposed amended revenues of $948,604,632 which includes an increase of $9,321,332 in property tax revenues over the prior year for operating and $327,725,998 for the Capital Improvement Program. BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on the Budget on a yearly basis. The City of Corpus Christi is proposing amended expenditures of $983,394,227 and total proposed amended revenues of $948,604,632 which includes an increase of $9,321,332 in property tax revenues over the prior year for operating and $327,725,998 for the Capital Improvement Program. This budget will raise more total property taxes than last year's budget by $9,321,332 (General Fund $3,268,666, Debt Service Fund $1,854,509, Residential Street Reconstruction Fund $4,198,157), or 7.16%, and of that amount an estimated $2,324,611 is tax revenue to be raised from new property added to the tax roll this year. ALTERNATIVES: Approval of the budget is required by the City Charter. FISCAL IMPACT: Total proposed expenditures are $983,394,227 and total proposed revenues are $948,604,632 which includes an increase of $9,321,332 in property tax revenues over the prior year for operating and $327,725,998 for the Capital Improvement Program. RECOMMENDATION: Staff recommends approval of the FY2019-2020 Proposed Budget as amended by the schedule of adjustments during the 1St Reading on September 6, 2019 on September 17, 2019 with total proposed amended expenditures of $983,394,227 and total proposed amended revenues of $948,604,632 which includes an increase of $9,321,332 in property tax revenues over the prior year for operating and $327,725,998 for the Capital Improvement Program. LIST OF SUPPORTING DOCUMENTS: FY 2019-2020 Budget Ordinance ORDINANCE ADOPTING THE CITY OF CORPUS CHRISTI OPERATING BUDGET AND THE CAPITAL IMPROVEMENT PROGRAM BUDGET FOR THE FISCAL YEAR 2019- 2020 BEGINNING OCTOBER 1, 2019; AUTHORIZING PERSONNEL COMPLEMENTS; PROVIDING FOR COPY TO BE FILED WITH THE COUNTY CLERK; APPROPRIATING MONIES AS PROVIDED IN THE BUDGET; AND PROVIDING FOR SEVERANCE. WHEREAS, the City Manager of the City of Corpus Christi (City), pursuant to Article IV, Section 2 of the City Charter, did submit to the City Council an operating budget proposal (Budget Proposal) of the revenues of the City, and the expenses of conducting the affairs thereof for the ensuing fiscal year beginning October 1, 2019, and ending September 30, 2020, and which Budget Proposal had been compiled from detailed information from the several departments, divisions, offices of the City, in accordance with the City Charter provision referenced above; and WHEREAS, the members of the City Council have received and studied the City Manager's Budget Proposal and have called and held the proper hearing in accordance with Section 102.006, Texas Local Government Code, on the Budget Proposal; and WHEREAS, pursuant to Section 2(f), Article IV, of the City Charter of the City of Corpus Christi, Texas, the City Council must appropriate such sums of money as provided in the Budget. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Operating Budget of the City of Corpus Christi, covering proposed expenditures amounting to $983,394,227 and estimated revenues amounting to $948,604,632 for the Fiscal Year beginning October 1, 2019, and ending September 30, 2020, as submitted by the City Manager, with modifications directed by the City Council and recorded in its minutes being incorporated by reference, is adopted. SECTION 2. That upon the passage of this ordinance certain sums of money from all sources of City revenues, as described in the Operating Budget, shall be and they are appropriated to cover the sums for expenditures and investments as provided for each of the several funds in the Operating Budget, as modified by the City Council. Notwithstanding any other provision to the contrary, the City Manager is authorized to make transfers within departments, divisions, purposes, or funds, provided it is in accordance with applicable law. SECTION 3. Police Officer Positions The number of positions authorized for each police officer classification in the Police Department shall be: Police officer and senior police officer - 388* Police Lieutenant - 39 Police Captain - 15 Police Commander, also known as Deputy Chief - 5 Assistant Police Chief - 3 Police Chief - 1 FY19-20 TOTAL 451 * These positions are interchangeable. Any police officer may become a senior police officer after 60 months' service by passing a pass/fail exam. This number may be temporarily increased by graduates from a police academy authorized by the City Manager, which temporary increase shall be reduced to budgeted total through attrition. SECTION 4. Firefighter Positions The number of positions authorized for each firefighter classification in the Fire Department shall be: Firefighter I - 110* Firefighter II —EMS — 133 Firefighter II — Engineer - 73 Fire Captain - 79 Battalion Chief - 13 Assistant Fire Chief - 4 Deputy Fire Chief - 1 Fire Chief - 1 FY19-20 TOTAL 414 *This number may be temporarily increased by graduates from a fire academy authorized by the City Manager, which temporary increase shall be reduced to budgeted total through attrition. SECTION 5. That the number of City -funded personnel positions (excluding grant funded positions) in all City -funded Departments shall not exceed the total number by indicated fund, as set forth in the FY 2019 -2020 Budget. SECTION 6. That the Fiscal Year 2019 — 2020 Capital Budget and Capital Improvement Planning Guide in the amount of $327,725,998 is hereby approved. A copy of the Fiscal Year 2019 — 2020 Capital Budget and Capital Improvement Planning Guide will be filed in the Office of the City Secretary. SECTION 7. That upon final passage of this budget ordinance, a true certified copy of the budget shall be transmitted by the City Manager to the County Clerk of Nueces County, Texas, pursuant to Section 102.011, Texas Local Government Code. The budget shall also be part of the archives of the City. SECTION 8. 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 in this ordinance be given full force and effect for its purpose. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor AGENDA MEMORANDUM Action Item for the City Council Meeting of September 17, 2019 DATE: August 30, 2019 TO: Peter Zanoni, City Manager THRU: Constance P. Sanchez, Chief Financial Officer FROM: Alma I. Casas, Interim Director of Finance and Business Analysis AImaC@cctexas.com (361) 826-3610 Ordinance Adopting the Fiscal Year 2020 Property Tax Rate CAPTION: Ordinance setting a property tax rate of $0.646264 per $100 valuation which is effectively a 6.55% increase over the effective tax rate; and declaring an emergency. SUMMARY: Chapter 26.05 of the Tax Code states that a governing body of a taxing unit shall adopt a property tax rate before the later of September 30 or the 60th day after the date the certified appraisal roll is received by the taxing unit. This agenda item is in compliance with the Tax Code and will set the tax rate at $0.646264 per $100 valuation, which is an increase of two cents from the prior year's property tax rate with the additional two cents for a total of four cents to be used for residential streets as approved by the citizens on November 8, 2016. BACKGROUND AND FINDINGS: This agenda item is required to set the property tax rate for fiscal year 2019-2020. Since the property tax rate of $0.646264 per $100 valuation exceeds the effective tax rate of $0.606528 per $100 valuation, specific wording is required in the ordinance to adopt the tax rate. It should be noted that two different percentage "increases" are noted in the ordinance. The first amount listed in the caption represents the percentage change between the total proposed tax rate ($0.646264) and the total effective tax rate ($0.606528). The second amount listed in the body of the ordinance represents the percentage change in the maintenance and operations portion of the proposed tax rate ($0.426806) to the maintenance and operations portion of the effective tax rate ($0.393847). This is in compliance with the specific wording outlined in the Tax Code. In addition, Chapter 26.05(b) of the Tax Code specifies that for a taxing unit other than a school district, the vote on the ordinance setting a tax rate that exceeds the effective tax rate must be a record vote and at least 60 percent of the members of the governing body must vote in favor of the ordinance. The motion to adopt the ordinance setting a tax rate that exceeds the effective tax rate must be made in the following form (customized with the City of Corpus Christi's property tax information): "I move that that the property tax rate be increased by the adoption of a tax rate of $0.646264 per $100 valuation, which is effectively a 6.55% increase in the tax rate." Therefore, at the September 17, 2019 City Council meeting, prior to the vote on the tax rate being taken, a City Council member will need to make the motion noted above using the exact wording. Once the motion is seconded, then at least 6 members of the City Council and Mayor will need to vote in favor of the motion for the motion to pass. Staff is requesting an emergency reading due to the fact that Section 26.06(e) of the Tax Code specifies that the meeting to vote on the tax "increase" may not be earlier than the third day or later than the 14th day after the date of the second public hearing. Since the second public hearing was held on September 6th, the latest a vote could be taken is September 20th, and the September 17, 2019 City Council meeting is the latest meeting within this time frame. Since City ordinances require two readings by City Charter, this item is being declared an emergency so that it can be approved in one ready and comply with the Truth in Taxation requirements. Additionally, the Nueces County Tax Office informed City staff that September 12th would be the last day they would accept property tax rates from taxing jurisdictions to be included in one consolidated tax statement to be mailed out to property owners in October. Any approvals after that date would require a separate tax statement to be mailed with the entire cost for the separate mailing to be borne by the taxing jurisdiction adopting their tax rate after the deadline. However, City staff spoke with the Tax Assessor -Collector regarding the City's budget calendar and he agreed to the September 17, 2019 date. FISCAL IMPACT: Adoption of the FY 2020 ad valorem tax rate is budgeted to generate $130,194,718 of property tax revenue. Of this amount, $77,924,963 will be recorded in the General Fund; $44,211,456 in the Debt Service Fund; and $8,058,299 in the Residential Street Fund. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance setting a property tax rate of $0.646264 per $100 valuation which is effectively a 6.55% increase over the effective tax rate; and declaring an emergency. WHEREAS, this tax levy is in accordance with the Fiscal Year 2020 operating budget adopted on September 17, 2019; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council of the City of Corpus Christi does hereby levy and adopt the ad valorem tax rate on $100 valuation for this city for tax year 2019 as follows: $0.426806 for the purpose of maintenance and operation 0.219458 for payment of principal and interest on debt $0.646264 Total Tax Rate THIS TAX RATE WILL RAISE MORE TAXES FOR MAINTENANCE AND OPERATIONS THAN LAST YEAR'S TAX RATE. THE TAX RATE WILL EFFECTIVELY BE RAISED BY 8.37 PERCENT AND WILL RAISE TAXES FOR MAINTENANCE AND OPERATIONS ON A $100,000 HOME BY APPROXIMATELY $32.96. SECTION 2. There is hereby levied, to be assessed and collected in current money of the United States of America, for the use of the City of Corpus Christi, Texas, for the tax year 2019 and for each succeeding tax year thereafter, until otherwise provided and ordained, an annual ad valorem tax of $0.426806 on each one hundred dollar value on all property, real, personal, and mixed, located within the City of Corpus Christi upon which a tax is authorized to be levied by law and upon all franchises of all individuals, partners, and corporations holding franchises in the City for defrayment of current expenses of the government of the City of Corpus Christi. Said tax shall be assessed upon 100 percent of the market value of property subject thereto. Four cents shall be dedicated for residential street reconstruction in accordance with Article VIII, Section 1(c) of the City Charter and shall be transferred from the General Fund to a dedicated fund on a monthly basis. If the tax rate is reduced by the results of an election to repeal the tax increase to the rollback tax rate, then the reduction shall first reduce the aforementioned residential street reconstruction portion of the tax rate and dedicated fund. SECTION 3. There is hereby levied, to be assessed and collected in current money of the United States of America, for the use of the City of Corpus Christi, Texas, for the tax year 2019 and for each succeeding tax year thereafter, until otherwise provided and ordained, an annual ad valorem tax of $0.219458 on each one hundred dollar value on all property, real, personal, and mixed, and franchises described in Section 2 of this ordinance and assessed upon 100 percent of the market value of property subject thereto, said taxes to be appropriated for the purpose of creating a sinking fund to pay the interest and principal maturities on all outstanding City of Corpus Christi bonds not otherwise provided for and including the interest, agent fees, and maturities of the following City of Corpus Christi bonds: Page 1 of 4 ANNUAL DEBT SERVICE DUE FY 2019-2020 Page 2 of 4 Principal Interest & Fees Total 2010 General Obligation $640,000 $335,913 $975,913 2010 Certificates of Obligation $140,000 $78,476 $218,476 2010 Combination Tax & Surplus Airport Certificates of Obligation $260,000 $216,525 $476,525 2012 General Obligation $2,150,000 $1,544,944 $3,694,944 2012 Public Property Contractual Obligation $635,000 $64,612 $699,612 2012 Combination Tax & Surplus Airport Certificates of Obligation (AMT) $205,000 $188,750 $393,750 2012A General Improvement (Airport) AMT $860,000 $79,419 $939,419 2012B General Improvement (Airport) Non -AMT $50,000 $310,388 $360,388 2012C General Obligation $3,315,000 $423,850 $3,738,850 2012D General Obligation $9,415,000 $1,982,114 $11,397,114 2013 General Obligation $3,440,000 $3,172,200 $6,612,200 2014 Public Property Contractual Obligation $730,000 $127,368 $857,368 2014 Tax Notes $1,190,000 $27,874 $1,217,874 2015 General Improvement Refunding Bonds (2007A and 2009) $1,405,000 $2,949,800 $4,354,800 2015 General Obligation $3,415,000 $3,528,575 $6,943,575 2015 Certificates of Obligation (Taxable) $405,000 $307,864 $712,864 2016 Certificates of Obligation $85,000 $59,663 $144,663 Page 2 of 4 In addition to the ad valorem tax levy for debt service totaling $42,420,907, the balance of this debt, if any, incurred by the City of Corpus Christi shall be funded from sources other than ad valorem taxes. SECTION 4. All taxes for the tax year 2019 hereby levied shall be due on receipt of the tax bill and shall be delinquent if not paid before February 1, 2020, except as otherwise provided in the Texas Property Tax Code; and penalty and interest shall be due on any delinquent taxes as provided by Chapter 33 of the Property Tax Code. No discount shall be allowed for early payment of taxes. The Texas Constitution, Property Tax Code, and other applicable laws shall govern all matters related to the taxes levied herein, and the City shall have all authority thereunder. SECTION 5. 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 6. Upon the written request of the Mayor or five Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and Page 3 of 4 Principal Interest & Fees Total 2016A General Improvement Refunding Bonds $4,640,000 $225,800 $4,865,800 2016A General Improvement Refunding Bonds - TMPC $715,000 $106,859 $821,859 2016A Certificates of Obligation - Streets $630,000 $552,650 $1,182,650 2017 Certificates of Obligation (Taxable) — Landfill $230,000 $59,031 $289,031 2018 General Improvement Bonds $0 $817,750 $817,750 2018A Certificates of Obligation $0 $683,400 $683,400 2018A Certificates of Obligation (Taxable) $270,000 $299,173 $569,173 Total required for FY 2020 debt service $34,825,000 $18,142,998 $52,967,998 Less: Transfers for self- supporting debt ($10,547,091) Total to be paid from taxes in FY 2020 $42,420,907 In addition to the ad valorem tax levy for debt service totaling $42,420,907, the balance of this debt, if any, incurred by the City of Corpus Christi shall be funded from sources other than ad valorem taxes. SECTION 4. All taxes for the tax year 2019 hereby levied shall be due on receipt of the tax bill and shall be delinquent if not paid before February 1, 2020, except as otherwise provided in the Texas Property Tax Code; and penalty and interest shall be due on any delinquent taxes as provided by Chapter 33 of the Property Tax Code. No discount shall be allowed for early payment of taxes. The Texas Constitution, Property Tax Code, and other applicable laws shall govern all matters related to the taxes levied herein, and the City shall have all authority thereunder. SECTION 5. 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 6. Upon the written request of the Mayor or five Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and Page 3 of 4 (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this 17th day of September 2019. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor day of , 2019 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members Joe McComb Mayor The above ordinance was passed by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Greg Smith Paulette Guajardo Everett Roy Gil Hernandez Page 4 of 4 AGENDA MEMORANDUM Ordinance for the City Council Meeting of September 6, 2019 Second Reading for the City Council Meeting of September 17, 2019 DATE: August 20, 2019 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Ordinance to ratify increase of $9,321,332 in property tax revenues CAPTION: Ordinance ratifying the property tax increase reflected in the FY 2019-2020 Operating Budget that will require raising more revenue from property taxes than in the FY 2018-2019 Operating Budget in amount of $9,321,332, of which $4,198,157 represents property tax revenues of $0.02 per $100 valuation to be used towards residential street reconstruction. SUMMARY: This item is to adopt the budget with the increase of $9,321,332 in property tax revenues for the upcoming fiscal year as per charter requirement. BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on the Operating Budget on a yearly basis. The City of Corpus Christi is proposing a budget with an increase of $9,321,332 in property tax revenue from last year's operating budget. The $9,321,332 breakdown is General Fund $3,268,666, Debt Service Fund $1,854,509, Residential Street Reconstruction Fund $4,198,157, or 7.16%, and of that amount an estimated $2,324,611 is tax revenue to be raised from new property added to the tax roll this year. Section 102.007(c) of the Texas Local Government Code provides that adoption of a budget that will require raising more revenue from property taxes than in the previous year does require a separate vote of the City Council to ratify the property tax increase reflected in the budget. A vote under 102.007(c) is in addition to and separate from the vote to adopt the budget or the vote to set the tax rate. Therefore, a separate vote from City Council is required after each vote to adopt the budget. ALTERNATIVES: Approval of the budget is required by the City Charter. FISCAL IMPACT: Total proposed revenues are $950,607,366 which includes an increase of $9,321,332 in property tax revenues over the prior year. RECOMMENDATION: To adopt budget with the increase of $9,321,332 in property tax revenues for the upcoming fiscal year as per charter requirement. LIST OF SUPPORTING DOCUMENTS: FY 2019-2020 Ordinance to ratify Ordinance ratifying the property tax increase reflected in the FY 2019- 2020 Operating Budget that will require raising more revenue from property taxes than in the FY 2018-2019 Operating Budget in amount of $9,321,332, of which $4,198,157 represents property tax revenues of $0.02 per $100 valuation to be used towards residential street reconstruction Whereas, the City Council has, on the same date as and prior to its consideration and adoption of this Ordinance, adopted by separate Ordinance the budget of the City of Corpus Christi for the FY 2019 — 2020; and Whereas, the FY 2019 -2020 budget will require raising more revenue from property taxes than in the budget of the City of Corpus Christi for FY 2018- 2019; and Whereas, Section 102.007 (c) of the Texas Local Government Code provides that adoption of a budget that will require raising more revenue from property taxes than in the previous year does require a separate vote of the City Council to ratify the property tax increase reflected in the budget; and that a vote under this subsection is in addition to and separate from the vote to adopt the budget or a vote to set the tax rate; and Whereas, in order to comply with that provision, it is necessary for the City Council to adopt this Ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. In accordance with the requirements of Section 102.007 (c), Texas Local Government Code, the property tax increase reflected in the FY 2019-2020 Operating Budget that will require raising more revenue from property taxes than in the FY 2018- 2019 Operating Budget in the amount of $9,321,332, of which $4,198,157 represents property tax revenues of $0.02 per $100 valuation to be used toward residential street reconstruction, is hereby ratified. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of 2019. ATTEST: City Secretary Mayor Rebecca Huerta Joe McComb AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 6, 2019 Second Reading Ordinance for the City Council Meeting of September 17, 2019 DATE: TO: September 9, 2019 Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 r Ordinance adopting the City of Corpus Christi Code of Ordinances for water rates CAPTION: Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising water rates as of January 1, 2020. SUMMARY: This item is the second reading of the Ordinance adopting the City of Corpus Christi Code of Ordinances for water rates for FY 2019-2020. BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on changes to the Code of Ordinances. The City of Corpus Christi is proposing amending the City Code of Ordinances, Chapter 55, Utilities, revising water rates as of January 1, 2020. By direction of the City Council during the Council meeting on September 6, 2019, staff is separating the original Ordinance brought forth for changes to the water rates. The original ordinance combined fee/rate changes for water, wastewater, Metrocom and Parks and Recreations. The ordinance was passed during the 1St reading, but Council directed staff to separate the four items into individual ordinances for the 2nd reading. ALTERNATIVES: Approval of the Rates and Fees is required to approve the Operating Budget. Staff is evaluating alternatives that will generate the same revenue. Three alternative scenarios are attached. FISCAL IMPACT: The financial impact of the water rate revenue increase is approximately $3,400,000 for FY 2019-2020. RECOMMENDATION: Staff recommends amending the ordinance approved on its First Reading September 6, 2019 to adopt the change to the Code of Ordinances associated with Scenario 3. LIST OF SUPPORTING DOCUMENTS: FY 2019-2020 Ordinance for Fee Schedule Ordinance Options: Ordinance with 6.3% increase to the minimum rate — Scenario 1 Ordinance with 2.4% increase on user volume — Scenario 2 Ordinance with 1.7% increase on minimum rate and user volume — Scenario 3 Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising water rates as of January 1, 2020 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Section 55-50 of the Code of Ordinances regarding water rates is revised with new rates as shown in underlined text below to be effective on January 1, 2020. Sec. 55-50. - Schedule. (a) Base rates for water service. The rates for water service are as follows: (1) Monthly minimum charges. a. Metered treated water customers. 1. Inside city limits ("ICL"): 2. Outside city limits ("OCL"): Meter Size Effective Page 1 Meter Size (Inches) Effecti January 1, Residential 5/8 —% $12.70 Commercial 5/8 —% 12.70 Residential and Commercial 1 19.05 11/2 31.70 2 63.40 3 101.40 4 202.80 6 316.90 8 and larger 633.75 Large Volume Any size 23,797.00 Temporary construction 1 19.05 7 1% 31.70 2 63.40 2. Outside city limits ("OCL"): Meter Size Effective Page 1 1 1 b. Untreated water customers. Effective - January 1, 20182020 1 Minimum monthly service charge, water districts/municipalities with raw water supply contracts executed after January 1, 1997 $432.20 Minimum monthly service charge for public agency for resale untreated water without a raw water supply contract executed after January 1, 1997 1 Minimum monthly service charge, industrial 451.73 263.23 Minimum monthly service charge, domestic 15.04 Minimum annual service charge, domestic Minimum monthly service charge, agricultural irrigation water service Minimum monthly service charge, temporary construction water service 150.57 225.71 r Minimum monthly service charge, temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority 300.95 1,736.75 Page 2 January 1, Residential 5/8 —% $ 15.25 Commercial 5/8 —% 15.25 Residential and Commercial 1 22.85 134 38.05 2 76.05 3 121.70 4 243.40 6 380.25 8 and larger 760.50 Large Volume Any size 39,706.00 Temporary construction 1 22.85 136 38.05 2 76.05 b. Untreated water customers. Effective - January 1, 20182020 1 Minimum monthly service charge, water districts/municipalities with raw water supply contracts executed after January 1, 1997 $432.20 Minimum monthly service charge for public agency for resale untreated water without a raw water supply contract executed after January 1, 1997 1 Minimum monthly service charge, industrial 451.73 263.23 Minimum monthly service charge, domestic 15.04 Minimum annual service charge, domestic Minimum monthly service charge, agricultural irrigation water service Minimum monthly service charge, temporary construction water service 150.57 225.71 r Minimum monthly service charge, temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority 300.95 1,736.75 Page 2 1Minimum monthly charge for public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997: If the charge based on the volume of water taken in a monthly billing period is less than $263.23, the customer shall be billed $263.23, unless a valid water supply contract between the customer and city that was executed prior to January 1, 1997, provides for a minimum annual payment. If a valid water supply contract between the customer and city executed prior to August 1, 2000, provides for a minimum annual payment, the customer shall pay the minimum annual payment under the contract. c. Blended water customers. Effective January 1, 204-82020 Any size (2) Monthly volume charges per 1,000 gallons. a. Residential rate. 1. Inside city limits: $37,513.52 Effective January 1, 20182020 First 2,000 Gallons Next 4,000 Gallons Next 9,000 Gallons Over 15,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Minimum* $6.356.59 7.307.58 7.958.25 E_ Effective January 1, 2018202 First 2,000 Gallons Next 4,000 Gallons Next 9,000 Gallons Over 15,000 Gallons *Use the minimum charges in subsection (a)(1). b. Commercial rate. 1. Inside city limits: Minimum* $2.45 3.05 3.85 Effective Page 3 January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Minimum* $7.88 7.14 Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons Minimum* *Use the minimum charges in subsection (a)(1). $3.30 c. Golf course and athletic field irrigation water inside city limits. Effective January 1, 20182020 First 2,000 Gallons Minimum* Over 2,000 Gallons $3.40 *Use the minimum charges in subsection (a)(1) for ICL customer. d. Residential irrigation water on separate meter. 1. Inside city limits: Meter Size (Inches) Effective January 1, 20182020 First 2,000 Gallons Minimum* Over 2,000 Gallons $7.95 2. Outside city limits Meter Size (Inches) Effective January 1 First 2,000 Gallons Minimum* Over 2,000 Gallons $3.85 e. Resale treated water rates. Page 4 1. Treated water rates purchased for resale where the water is taken and metered at the site of treatment are hereby set as follows: Effective January 1, 20192020 First 2,000 Gallons Over 2,000 Gallons Minimum* $1.527 1.464 *Use the minimum charges in subsection (a)(1). 2. Treated water rates purchased for resale where the water is delivered to the resale entity through city facilities are hereby set as follows: ■ Effective January 1, 20192020 First 2,000 Gallons Minimum* Over 2,000 Gallons $2.207 2.096 *Use the minimum charges in subsection (a)(1). f. Large volume treated water customers. A commercial treated water customer who agrees to pay for a minimum of ten million (10,000,000) gallons of treated water per month is considered a large volume treated water customer. Once a customer has elected to become a large volume treated water customer, the customer will be billed as a large volume treated water customer until the customer notifies the city and requests reclassification as a commercial customer in writing. However, a commercial customer may not elect to become a large volume treated water customer more than once in any twelve- month period. 1. Inside city limits: Effective January 1, 20172020 First 10,000,000 Gallons Each Additional 1,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Minimum* $5-89 5.85 Effective January 1, 20182020 First 10,000,000 Gallons Each Additional 1,000 Gallons Minimum* $2.20 Page 5 J *Use the minimum charges in subsection (a)(1). g. Large volume blended water customers. A commercial blended water customer who agrees to purchase a minimum of ten million (10,000,000) gallons of blended water per month is considered a large volume blended water customer. 1. Inside city limits: Effective January 1, 20182020 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $3.751 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Effective January 1, 20182020 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $0.1314 *Use the minimum charges in subsection (a)(1). 3. Peaking factor. [To be determined.] h. Temporary water service. 1. Treated water. A. Inside city limits: Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). B. Outside city limits: Minimum* $7.05 Effective aw- January 1, 20182020 First 2,000 Gallons Minimum* Over 2,000 Gallons $3.45 Page 6 *Use the minimum charges in subsection (a)(1). 2. Untreated water. A. Inside city limits: Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). B. Outside city limits: Minimum* 2 x RWCA t 1� Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). i. Agricultural irrigation water outside city limits. Minimum* 2 x RWCA -NW Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons Minimum* *Use the minimum charges in subsection (a)(1). j. 2 x RWCA Public agency for resale untreated water rates. The rates for the purchase of untreated water purchased by a public agency, which does not have a raw water supply contract with the city executed after January 1, 1997, is the average of the monthly raw water cost adjustments, established under subsection (b) of this section, for the period used to determine the composite cost of untreated water under the city's current contract with the public agency. k. Temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority. Effective January 1, 20482020 First acre foot or fraction thereof Minimum* Over acre foot $1,248.02 per acre foot or fraction thereof Page 7 *Use the minimum charges in subsection (a)(1). (b) Raw water cost adjustment (RWCA). In addition to the charges for the base rates for water service, established in subsection (a), a separate charge for the costs of raw water, the RWCA, will be added to each consumer's bill, except public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997. (A public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997, will pay the lower of the composite cost, as defined in its contract with the city or the rate for public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997, specified in subsection (a)(2)g. of this section.) The RWCA will be based on projected system -wide raw water sales, adjusted for water losses. The RWCA will be calculated every odd -numbered year no later than October 1 to be effective the following January of even -numbered years using the adopted utility rate model. Two (2) subsequent years' RWCA will be calculated according to the following procedures, and then an average rate determined which will yield raw water required revenues over a two-year period: (1) Use projected system -wide water sales based on historical consumption and projected growth, with adjustments for water losses. (2) Include the annual budgeted cost of debt service. Bond payments, amortization of deferred losses on refundings, and other debt service costs shall be applied to the RWCA in the same proportion as the raw water activities proportion of the original bond proceeds. (3) Include budgeted expenditures for purchases of water. (4) Include purchases of water rights, amortized over the duration of the water right agreement. (5) Budgeted expenditures for capital items shall be included as follows: a. The expense of acquiring a capital item that costs not more than five hundred thousand dollars ($500,000.00) shall be charged in the year in which it is acquired. b. The expense of acquiring a capital item that costs more than five hundred thousand dollars ($500,000.00) shall be amortized over the number of years used to calculate depreciation expenses, with the half-year convention used in the year of acquisition. (6) All operating and maintenance expenditures shall be charged based on annual budgeted amounts. These expenditures include operation and maintenance of dams, reservoirs, pipelines, wells, pumping stations, and related interfund charges. (7) All expenses for consultants, engineering, legal services, and administration shall be charged based on annual budgeted amounts in the proportion to which they apply to raw water issues. (8) Expenses related to the acquisition and transportation of emergency water supplies shall be included in the RWCA for the following fiscal year, unless foreseen and budgeted in advance, in which case they are included in the year budgeted. (9) Miscellaneous revenues related to raw water activity, such as oil and gas lease revenues and rentals, is applied as an offset based on annual budgeted amounts. (10) Apply the credit for levelized Choke Canyon debt payments to city rate payers' RWCA. (The escalating payment schedule on the Choke Canyon debt was levelized through the creation of a reserve fund. In the initial years, payments greater than the debt service were made, with the excess going into the reserve fund. This excess was paid through a rate surcharge on ICL and OCL metered treated water customers. Now that bond payments exceed the levelized payment amount, the reserve fund is drawn on to make up the difference. Since only ICL and OCL metered treated water customers participated in building the reserve fund, the drawing on the Page 8 reserve fund is only credited to the RWCA assessed against ICL and OCL metered treated water customers.) (11) Include funds necessary to collect coverage required on current annual debt service in order to comply with bond covenants, and improve the financial position and bond ratings of the city's water fund. (12) Include funds necessary to establish and maintain an operating reserve fund with a target amount of twenty-five (25) per cent (or three (3) months) of annual operating expenses for the fiscal year. (13) Include funds necessary to establish and operate a water capital reserve fund with a target amount of two (2) per cent of the respective annual water capital improvements program for the fiscal year or two million dollars ($2,000,000.00) (whichever is greater). (14) Include funds necessary to establish and maintain a future water resources reserve fund (water supply development reserve) with an ultimate target balance of thirty million dollars ($30,000,000.00), and an annual contribution of approximately two million dollars ($2,000,000.00) per fiscal year. Revenue from this water supply development reserve will be deposited into a fund set aside for this purpose. (15) The minimum operating or capital reserves amounts are intended to provide for unplanned, unbudgeted expenses and revenue shortfalls, and will not be used for routine expenses. (16) Determine the amount of over or under collections that have resulted from difference between budgeted and actual expenses and offsetting revenues and the difference between projected and actual volume of water sold for the prior two (2) years. Any funds realized in excess of annual expenses are available for either supplementing minimum operating or capital reserves, for addition to the capital funds for discretionary cash capital funding of the water utility, or to create and maintain a reserve to level out large fluctuations in raw water charges is authorized. Apply any remaining amount as an adjustment to the RWCA. (c) Definitions. Costs of raw water is the total of all costs of acquiring, producing, storing, conserving, and transporting untreated water from its source to the city's treatment facility and all other points of diversion. These costs include, but are not limited to, the costs of: Construction, including debt service, operation, and maintenance of dams and reservoirs. Construction, including debt service, operation, and maintenance of raw water supply transmission pipelines. Construction, including debt service, operation, and maintenance of wells. Construction, including debt service, operation, and maintenance of facilities capable of converting wastewater effluent, salt water, and brackish ground water into water suitable for municipal, industrial, or agricultural uses. Acquisition of new water supplies and water rights, including the establishment and funding of a reserve dedicated to offset the costs of acquisition of additional water rights and the implementation of long range water resource development and related capital improvements. Construction, operation, and maintenance of facilities to reduce water losses from water resources due to evaporation or the release of water from a reservoir due to the operation of law. Acquisition and transportation of emergency water supplies, including the costs of transporting water by vessel or pipelines from other regions. Page 9 Water supply development and protection, including consultants' studies and reports, investigations, legal fees, court costs, and any other costs related to the development or protection of the water supply. Administrative costs, including overhead and the portion of the city's general administrative costs applicable to the activities enumerated in this definition. (d) The raw water cost adjustment shall be calculated on an annual basis for those large volume wholesale customers with contracts containing such provisions. (Ord. No. 9472, 8-27-1969; Ord. No. 11613, 8-8-1973; Ord. No. 12208, §§ 1, 2, 8-7-1974; Ord. No. 14140, §§ 1-3, 1-25-1978; Ord. No. 16446, §§ 1, 2, 8-12-1981; Ord. No. 16593 § 1, 10-14- 1981; Ord. No. 17166, §§ 1-3, 7-28-1982; Ord. No. 17762, §§ 1, 2, 8-3-1983; Ord. No. 18351, §§ 1, 2, 7-24-1984; Ord. No. 18587, §§ 1, 2, 12-4-1984; Ord. No. 20411, §§ 1, 2, 7-26-1988; Ord. No. 21001, § 1, 10-9-1990; Ord. No. 21438, §§ 1-4, 7-21-1992; Ord. No. 21814, § 1(a) - (c), 12-14-1993; Ord. No. 22741, § 1, 11-12-1996; Ord. No. 22832, § 1, 1-28-1997; Ord. No. 22879, § 1, 3-25-1997; Ord. No. 23706, § 1, 7-20-1999; Ord. No. 23910, § 1, 1-11-2000; Ord. No. 24132, § 1, 7-25-2000; Ord. No. 24531, § la, 7-24-2001; Ord. No. 24969, § 1, 7-23-2002; Ord. No. 25386, § 1, 7-22-2003; Ord. No. 025866, § 1, 7-27-2004; Ord. No. 026368, § 1, 7-26- 2005; Ord. No. 026900, § 1, 7-25-2006; Ord. No. 027355, § 1, 7-24-2007; Ord. No. 027781, § 1, 7-22-2008; Ord. No. 028256, § 1, 7-28-2009; Ord. No. 028686, § 1, 7-20-2010; Ord. No. 029158, § 1, 7-26-2010; Ord. No. 029386, § 1, 2-28-2012; Ord. No. 029584, § 1, 7-31-2012; Ord. No. 029917, § 1, 7-30-2013; Ord. No. 030242, § 2(Exh. A), 7-29-2014; Ord. No. 030295, § 1, 9-23-2014; Ord. No. 030605, § 1, 9-8-2015; Ord. No. 030718, § 1, 12-15-2015; Ord. No. 031028, § 1, 12-20-2016; Ord. No. 031244, § 1, 9-12-2017; Ord. No. 031632, § 1, 12-11-2018) 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 upon publication, with the revised utility rates taking effect upon the dates as stated herein. The utility rates in effect at the time this Ordinance is adopted remain in full force and effect until the effective date of the utility rates as stated in this Ordinance. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Page 10 Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 11 Scenario 1 Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising water rates as of January 1, 2020 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Section 55-50 of the Code of Ordinances regarding water rates is revised with new rates as shown in underlined text below to be effective on January 1, 2020. Sec. 55-50. - Schedule. (a) Base rates for water service. The rates for water service are as follows: (1) Monthly minimum charges. a. Metered treated water customers. 1. Inside city limits ("ICL"): Meter Size Effective (Inches) 61 January 1, 201820 Residential 5/8 —3/ $12.7013.51 Commercial 5/8 —% 12.7013.51 Residential and Commercial 1 19.05 20.26 11/2 31.70 33.77 2 63.40 67.53 3 101.40 108.04 4 202.80 216.08 6 316.90 337.63 8 and larger 633.75 675.25 Large Volume Any size 23,797.00 25,306.00 Temporary construction 1 19.05 20.26 1%2 31.70 33.77 2 63.40 67.53 Scenario 1 09-17-2019 2nd Reading Water Rate Ordinance Page 1 Scenario 1 2. Outside city limits ("OCL"): Meter Siz- (Inches) Effective January 1, 2018202020 Residential 5/8 —% $ 15.25 16.21 Commercial 5/8 —% 15.2516.21 Residential and Commercial 1 22.85 24.31 1/2 38.05 40.52 2 76.05 81.03 3 121.70 129.65 4 243.40 259.30 6 380.25 405.15 8 and larger 760.50 810.30 Large Volume Any size 39,706.00 42.225.00 Temporary construction 1 22.85 24.31 1/2 38.05 40.52 2 76.05 81.03 b. Untreated water customers. 1 Effective anuary 1, 20 Minimum monthly service charge, water districts/municipalities with raw water supply contracts executed after January 1, 1997 Minimum monthly service charge for public agency for resale untreated water without a raw water supply contract executed after January 1, 1997 1 Minimum monthly service charge, industrial Minimum monthly service charge, domestic $432.20 263.23 451.73 15.04 Minimum annual service charge, domestic 150.57 Minimum monthly service charge, agricultural irrigation water service 225.71 Minimum monthly service charge, temporary construction water service 300.95 Scenario 1 09-17-2019 2nd Reading Water Rate Ordinance Page 2 Scenario 1 Minimum monthly service charge, temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority 1,736.75 1Minimum monthly charge for public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997: If the charge based on the volume of water taken in a monthly billing period is less than $263.23, the customer shall be billed $263.23, unless a valid water supply contract between the customer and city that was executed prior to January 1, 1997, provides for a minimum annual payment. If a valid water supply contract between the customer and city executed prior to August 1, 2000, provides for a minimum annual payment, the customer shall pay the minimum annual payment under the contract. c. Blended water customers. Any size Effective January 1, 204-82020 AIM $37,513.52 (2) Monthly volume charges per 1,000 gallons. a. Residential rate. 1. Inside city limits: First 2,000 Gallons Next 4,000 Gallons Next 9,000 Gallons Over 15,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: First 2,000 Gallons Next 4,000 Gallons Next 9,000 Gallons Over 15,000 Gallons Effective January 1, 20182020 Minimum* $6.35 6.59 6.35 738 7.58 7.30 7.95 8.25 7.95 Effective January 1, 204-82020 Minimum* $2.45 3.05 3.85 *Use the minimum charges in subsection (a)(1). Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 3 Scenario 1 b. Commercial rate. 1. Inside city limits: Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). Minimum* $7.05 74-4 7.05 Effective January 1, 20182020 Minimum* $3.30 c. Golf course and athletic field irrigation water inside city limits. First 2,000 Gallons Over 2,000 Gallons Effective January 1, 20182020 Minimum* $3.40 *Use the minimum charges in subsection (a)(1) for ICL customer. d. Residential irrigation water on separate meter. 1. Inside city limits: Meter Size (Inches) First 2,000 Gallons Over 2,000 Gallons 2. Outside city limits Meter Size (Inches) First 2,000 Gallons Over 2,000 Gallons Effective January 1, 20182020 1 Minimum* $7.95 Effective January 1, 20182020 Minimum* $3.85 Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 4 Scenario 1 e. Resale treated water rates. 1. Treated water rates purchased for resale where the water is taken and metered at the site of treatment are hereby set as follows: Effective January 1, 20192020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). Minimum* $1.527 1.464 2. Treated water rates purchased for resale where the water is delivered to the resale entity through city facilities are hereby set as follows: 1 Effective January 1, 20192020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). Minimum* $2.207 2.096 f. Large volume treated water customers. A commercial treated water customer who agrees to pay for a minimum of ten million (10,000,000) gallons of treated water per month is considered a large volume treated water customer. Once a customer has elected to become a large volume treated water customer, the customer will be billed as a large volume treated water customer until the customer notifies the city and requests reclassification as a commercial customer in writing. However, a commercial customer may not elect to become a large volume treated water customer more than once in any twelve- month period. 1. Inside city limits: Effective January 1, 20172020 First 10,000,000 Gallons Each Additional 1,000 Gallons Minimum* $&8O5.:.8-5 5.80 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Effective January 1, 20182020 First 10,000,000 Gallons Each Additional 1,000 Gallons Minimum* $2.20 Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 5 Scenario 1 *Use the minimum charges in subsection (a)(1). g. Large volume blended water customers. A commercial blended water customer who agrees to purchase a minimum of ten million (10,000,000) gallons of blended water per month is considered a large volume blended water customer. 1. Inside city limits: ire Effective January 1, 20182020 First 10,000,000 Gallons Each Additional 1,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Minimum* $3.751 Effective January 1, 20182020 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $0.1314 *Use the minimum charges in subsection (a)(1). 3. Peaking factor. [To be determined.] h. Temporary water service. 1. Treated water. A. Inside city limits: MIK Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). B. Outside city limits: Minimum* $7.05 AiMt Effective January 1, 20182020 First 2,000 Gallons Minimum* Over 2,000 Gallons $3.45 Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 6 Scenario 1 *Use the minimum charges in subsection (a)(1). 2. Untreated water. A. Inside city limits: Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). B. Outside city limits: Minimum* 2 x RWCA t 1� Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). i. Agricultural irrigation water outside city limits. Minimum* 2 x RWCA Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons Minimum* *Use the minimum charges in subsection (a)(1). j. 2 x RWCA Public agency for resale untreated water rates. The rates for the purchase of untreated water purchased by a public agency, which does not have a raw water supply contract with the city executed after January 1, 1997, is the average of the monthly raw water cost adjustments, established under subsection (b) of this section, for the period used to determine the composite cost of untreated water under the city's current contract with the public agency. k. Temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority. Effective January 1, 20482020 First acre foot or fraction thereof Minimum* Over acre foot $1,248.02 per acre foot or fraction thereof Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 7 Scenario 1 *Use the minimum charges in subsection (a)(1). (b) Raw water cost adjustment (RWCA). In addition to the charges for the base rates for water service, established in subsection (a), a separate charge for the costs of raw water, the RWCA, will be added to each consumer's bill, except public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997. (A public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997, will pay the lower of the composite cost, as defined in its contract with the city or the rate for public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997, specified in subsection (a)(2)g. of this section.) The RWCA will be based on projected system -wide raw water sales, adjusted for water losses. The RWCA will be calculated every odd -numbered year no later than October 1 to be effective the following January of even -numbered years using the adopted utility rate model. Two (2) subsequent years' RWCA will be calculated according to the following procedures, and then an average rate determined which will yield raw water required revenues over a two-year period: (1) Use projected system -wide water sales based on historical consumption and projected growth, with adjustments for water losses. (2) Include the annual budgeted cost of debt service. Bond payments, amortization of deferred losses on refundings, and other debt service costs shall be applied to the RWCA in the same proportion as the raw water activities proportion of the original bond proceeds. (3) Include budgeted expenditures for purchases of water. (4) Include purchases of water rights, amortized over the duration of the water right agreement. (5) Budgeted expenditures for capital items shall be included as follows: a. The expense of acquiring a capital item that costs not more than five hundred thousand dollars ($500,000.00) shall be charged in the year in which it is acquired. b. The expense of acquiring a capital item that costs more than five hundred thousand dollars ($500,000.00) shall be amortized over the number of years used to calculate depreciation expenses, with the half-year convention used in the year of acquisition. (6) All operating and maintenance expenditures shall be charged based on annual budgeted amounts. These expenditures include operation and maintenance of dams, reservoirs, pipelines, wells, pumping stations, and related interfund charges. (7) All expenses for consultants, engineering, legal services, and administration shall be charged based on annual budgeted amounts in the proportion to which they apply to raw water issues. (8) Expenses related to the acquisition and transportation of emergency water supplies shall be included in the RWCA for the following fiscal year, unless foreseen and budgeted in advance, in which case they are included in the year budgeted. (9) Miscellaneous revenues related to raw water activity, such as oil and gas lease revenues and rentals, is applied as an offset based on annual budgeted amounts. (10) Apply the credit for levelized Choke Canyon debt payments to city rate payers' RWCA. (The escalating payment schedule on the Choke Canyon debt was levelized through the creation of a reserve fund. In the initial years, payments greater than the debt service were made, with the excess going into the reserve fund. This excess was paid through a rate surcharge on ICL and OCL metered treated water customers. Now that bond payments exceed the levelized payment amount, the reserve fund is drawn on to make up the difference. Since only ICL and OCL metered treated water customers participated in building the reserve fund, the drawing on the Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 8 Scenario 1 reserve fund is only credited to the RWCA assessed against ICL and OCL metered treated water customers.) (11) Include funds necessary to collect coverage required on current annual debt service in order to comply with bond covenants, and improve the financial position and bond ratings of the city's water fund. (12) Include funds necessary to establish and maintain an operating reserve fund with a target amount of twenty-five (25) per cent (or three (3) months) of annual operating expenses for the fiscal year. (13) Include funds necessary to establish and operate a water capital reserve fund with a target amount of two (2) per cent of the respective annual water capital improvements program for the fiscal year or two million dollars ($2,000,000.00) (whichever is greater). (14) Include funds necessary to establish and maintain a future water resources reserve fund (water supply development reserve) with an ultimate target balance of thirty million dollars ($30,000,000.00), and an annual contribution of approximately two million dollars ($2,000,000.00) per fiscal year. Revenue from this water supply development reserve will be deposited into a fund set aside for this purpose. (15) The minimum operating or capital reserves amounts are intended to provide for unplanned, unbudgeted expenses and revenue shortfalls, and will not be used for routine expenses. (16) Determine the amount of over or under collections that have resulted from difference between budgeted and actual expenses and offsetting revenues and the difference between projected and actual volume of water sold for the prior two (2) years. Any funds realized in excess of annual expenses are available for either supplementing minimum operating or capital reserves, for addition to the capital funds for discretionary cash capital funding of the water utility, or to create and maintain a reserve to level out large fluctuations in raw water charges is authorized. Apply any remaining amount as an adjustment to the RWCA. (c) Definitions. Costs of raw water is the total of all costs of acquiring, producing, storing, conserving, and transporting untreated water from its source to the city's treatment facility and all other points of diversion. These costs include, but are not limited to, the costs of: Construction, including debt service, operation, and maintenance of dams and reservoirs. Construction, including debt service, operation, and maintenance of raw water supply transmission pipelines. Construction, including debt service, operation, and maintenance of wells. Construction, including debt service, operation, and maintenance of facilities capable of converting wastewater effluent, salt water, and brackish ground water into water suitable for municipal, industrial, or agricultural uses. Acquisition of new water supplies and water rights, including the establishment and funding of a reserve dedicated to offset the costs of acquisition of additional water rights and the implementation of long range water resource development and related capital improvements. Construction, operation, and maintenance of facilities to reduce water losses from water resources due to evaporation or the release of water from a reservoir due to the operation of law. Acquisition and transportation of emergency water supplies, including the costs of transporting water by vessel or pipelines from other regions. Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 9 Scenario 1 Water supply development and protection, including consultants' studies and reports, investigations, legal fees, court costs, and any other costs related to the development or protection of the water supply. Administrative costs, including overhead and the portion of the city's general administrative costs applicable to the activities enumerated in this definition. (d) The raw water cost adjustment shall be calculated on an annual basis for those large volume wholesale customers with contracts containing such provisions. (Ord. No. 9472, 8-27-1969; Ord. No. 11613, 8-8-1973; Ord. No. 12208, §§ 1, 2, 8-7-1974; Ord. No. 14140, §§ 1-3, 1-25-1978; Ord. No. 16446, §§ 1, 2, 8-12-1981; Ord. No. 16593 § 1, 10-14- 1981; Ord. No. 17166, §§ 1-3, 7-28-1982; Ord. No. 17762, §§ 1, 2, 8-3-1983; Ord. No. 18351, §§ 1, 2, 7-24-1984; Ord. No. 18587, §§ 1, 2, 12-4-1984; Ord. No. 20411, §§ 1, 2, 7-26-1988; Ord. No. 21001, § 1, 10-9-1990; Ord. No. 21438, §§ 1-4, 7-21-1992; Ord. No. 21814, § 1(a) - (c), 12-14-1993; Ord. No. 22741, § 1, 11-12-1996; Ord. No. 22832, § 1, 1-28-1997; Ord. No. 22879, § 1, 3-25-1997; Ord. No. 23706, § 1, 7-20-1999; Ord. No. 23910, § 1, 1-11-2000; Ord. No. 24132, § 1, 7-25-2000; Ord. No. 24531, § la, 7-24-2001; Ord. No. 24969, § 1, 7-23-2002; Ord. No. 25386, § 1, 7-22-2003; Ord. No. 025866, § 1, 7-27-2004; Ord. No. 026368, § 1, 7-26- 2005; Ord. No. 026900, § 1, 7-25-2006; Ord. No. 027355, § 1, 7-24-2007; Ord. No. 027781, § 1, 7-22-2008; Ord. No. 028256, § 1, 7-28-2009; Ord. No. 028686, § 1, 7-20-2010; Ord. No. 029158, § 1, 7-26-2010; Ord. No. 029386, § 1, 2-28-2012; Ord. No. 029584, § 1, 7-31-2012; Ord. No. 029917, § 1, 7-30-2013; Ord. No. 030242, § 2(Exh. A), 7-29-2014; Ord. No. 030295, § 1, 9-23-2014; Ord. No. 030605, § 1, 9-8-2015; Ord. No. 030718, § 1, 12-15-2015; Ord. No. 031028, § 1, 12-20-2016; Ord. No. 031244, § 1, 9-12-2017; Ord. No. 031632, § 1, 12-11-2018) 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 upon publication, with the revised utility rates taking effect upon the dates as stated herein. The utility rates in effect at the time this Ordinance is adopted remain in full force and effect until the effective date of the utility rates as stated in this Ordinance. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez Scenario 109-17-2019 2nd Reading Water Rate Ordinance Page 10 Scenario 1 That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Scenario 1 09-17-2019 2nd Reading Water Rate Ordinance Page 11 Scenario 2 Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising water rates as of January 1, 2020 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Section 55-50 of the Code of Ordinances regarding water rates is revised with new rates as shown in underlined text below to be effective on January 1, 2020. Sec. 55-50. - Schedule. (a) Base rates for water service. The rates for water service are as follows: (1) Monthly minimum charges. a. Metered treated water customers. 1. Inside city limits ("ICL"): Meter Size (Inches) Effecti January 1, Residential 5/8 —% $12.70 Commercial 5/8 —% 12.70 Residential and Commercial 1 19.05 11/2 31.70 2 63.40 3 101.40 4 202.80 6 316.90 8 and larger 633.75 Large Volume Any size 23,797.00 Temporary construction 1 19.05 1% 31.70 2 63.40 Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 1 Scenario 2 2. Outside city limits ("OCL"): Meter Siz- (Inches) Effective January 1, Residential 5/8 —% $ 15.25 Commercial 5/8 —% 15.25 Residential and Commercial 1 22.85 1%: 38.05 2 76.05 3 121.70 4 243.40 6 380.25 8 and larger 760.50 Large Volume Any size 39,706.00 Temporary construction 1 22.85 1%: 38.05 2 76.05 b. Untreated water customers. 1 Effective anuary 1, 20 Minimum monthly service charge, water districts/municipalities with raw water supply contracts executed after January 1, 1997 Minimum monthly service charge for public agency for resale untreated water without a raw water supply contract executed after January 1, 1997 1 Minimum monthly service charge, industrial Minimum monthly service charge, domestic $432.20 263.23 451.73 15.04 Minimum annual service charge, domestic 150.57 Minimum monthly service charge, agricultural irrigation water service Minimum monthly service charge, temporary construction water service 225.71 300.95 Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 2 Scenario 2 Minimum monthly service charge, temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority 1,736.75 1Minimum monthly charge for public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997: If the charge based on the volume of water taken in a monthly billing period is less than $263.23, the customer shall be billed $263.23, unless a valid water supply contract between the customer and city that was executed prior to January 1, 1997, provides for a minimum annual payment. If a valid water supply contract between the customer and city executed prior to August 1, 2000, provides for a minimum annual payment, the customer shall pay the minimum annual payment under the contract. c. Blended water customers. Effective January 1, 204-82020 Any size (2) Monthly volume charges per 1,000 gallons. a. Residential rate. 1. Inside city limits: $37,513.52 Effective January 1, 20182020 First 2,000 Gallons Next 4,000 Gallons Next 9,000 Gallons Over 15,000 Gallons Minimum* $6.35 6.59 6.50 7.30 7.58 7.48 7.95 8.25 8.14 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Tff Effective January 1, 204-82020 First 2,000 Gallons Next 4,000 Gallons Minimum* $2.45 2.51 Next 9,000 Gallons 3.05 3.12 Over 15,000 Gallons 3.85 3.94 *Use the minimum charges in subsection (a)(1). Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 3 Scenario 2 b. Commercial rate. 1. Inside city limits: Zir Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Minimum* $7.854 7.22 Effective 2 January 1, 20182020 ■ First 2,000 Gallons Minimum* Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). $3-30 3.38 c. Golf course and athletic field irrigation water inside city limits. L Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1) for ICL customer. d. Residential irrigation water on separate meter. 1. Inside city limits: Minimum* $3-48 3.48 Meter Size Effective (Inches)ili January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons Minimum* $7,95 8.14 2. Outside city limits Meter Size (Inches) Effective January 1, 20182020 First 2,000 Gallons Minimum* Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 4 Scenario 2 Over 2,000 Gallons $3,&5 3.94 e. Resale treated water rates. 1. Treated water rates purchased for resale where the water is taken and metered at the site of treatment are hereby set as follows: Effective January 1, 20192020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). Minimum* $1.527 1.464 2. Treated water rates purchased for resale where the water is delivered to the resale entity through city facilities are hereby set as follows: ■ Effective January 1, 20192020 First 2,000 Gallons Minimum* Over 2,000 Gallons $2.207 2.096 *Use the minimum charges in subsection (a)(1). f. Large volume treated water customers. A commercial treated water customer who agrees to pay for a minimum of ten million (10,000,000) gallons of treated water per month is considered a large volume treated water customer. Once a customer has elected to become a large volume treated water customer, the customer will be billed as a large volume treated water customer until the customer notifies the city and requests reclassification as a commercial customer in writing. However, a commercial customer may not elect to become a large volume treated water customer more than once in any twelve- month period. 1. Inside city limits: Effective January 1, 20172020 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $5.80 5.85 5.94 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Effective January 1, 20182020 Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 5 Scenario 2 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $2.20 *Use the minimum charges in subsection (a)(1). g. Large volume blended water customers. A commercial blended water customer who agrees to purchase a minimum of ten million (10,000,000) gallons of blended water per month is considered a large volume blended water customer. 1. Inside city limits: First 10,000,000 Gallons Each Additional 1,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Effective January 1, 20182020 111 Minimum* $3.751 Effective January 1, 20182020 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $0.1314 *Use the minimum charges in subsection (a)(1). 3. Peaking factor. [To be determined.] h. Temporary water service. 1. Treated water. A. Inside city limits: First 2,000 Gallons Effective January 1, 20182020 Minimum* Over 2,000 Gallons $7.05 7.22 *Use the minimum charges in subsection (a)(1). Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 6 Scenario 2 B. Outside city limits: Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Untreated water. A. Inside city limits: Minimum* $3.45 Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). B. Outside city limits: Minimum* 2 x RWCA JIMEffective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). i. Agricultural irrigation water outside city limits. Minimum* 2 x RWCA Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 1• Minimum* 2 x RWCA Public agency for resale untreated water rates. The rates for the purchase of untreated water purchased by a public agency, which does not have a raw water supply contract with the city executed after January 1, 1997, is the average of the monthly raw water cost adjustments, established under subsection (b) of this section, for the period used to determine the composite cost of untreated water under the city's current contract with the public agency. k. Temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority. Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 7 Scenario 2 Effective January 1, 2-04-82020 First acre foot or fraction thereof Minimum* Over acre foot $1,248.02 per acre foot or fraction thereof *Use the minimum charges in subsection (a)(1). (b) Raw water cost adjustment (RWCA). In addition to the charges for the base rates for water service, established in subsection (a), a separate charge for the costs of raw water, the RWCA, will be added to each consumer's bill, except public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997. (A public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997, will pay the lower of the composite cost, as defined in its contract with the city or the rate for public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997, specified in subsection (a)(2)g. of this section.) The RWCA will be based on projected system -wide raw water sales, adjusted for water losses. The RWCA will be calculated every odd -numbered year no later than October 1 to be effective the following January of even -numbered years using the adopted utility rate model. Two (2) subsequent years' RWCA will be calculated according to the following procedures, and then an average rate determined which will yield raw water required revenues over a two-year period: (1) Use projected system -wide water sales based on historical consumption and projected growth, with adjustments for water losses. (2) Include the annual budgeted cost of debt service. Bond payments, amortization of deferred losses on refundings, and other debt service costs shall be applied to the RWCA in the same proportion as the raw water activities proportion of the original bond proceeds. (3) Include budgeted expenditures for purchases of water. (4) Include purchases of water rights, amortized over the duration of the water right agreement. (5) Budgeted expenditures for capital items shall be included as follows: a. The expense of acquiring a capital item that costs not more than five hundred thousand dollars ($500,000.00) shall be charged in the year in which it is acquired. b. The expense of acquiring a capital item that costs more than five hundred thousand dollars ($500,000.00) shall be amortized over the number of years used to calculate depreciation expenses, with the half-year convention used in the year of acquisition. (6) All operating and maintenance expenditures shall be charged based on annual budgeted amounts. These expenditures include operation and maintenance of dams, reservoirs, pipelines, wells, pumping stations, and related interfund charges. All expenses for consultants, engineering, legal services, and administration shall be charged based on annual budgeted amounts in the proportion to which they apply to raw water issues. (8) Expenses related to the acquisition and transportation of emergency water supplies shall be included in the RWCA for the following fiscal year, unless foreseen and budgeted in advance, in which case they are included in the year budgeted. Miscellaneous revenues related to raw water activity, such as oil and gas lease revenues and rentals, is applied as an offset based on annual budgeted amounts. (7) (9) Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 8 Scenario 2 (10) Apply the credit for levelized Choke Canyon debt payments to city rate payers' RWCA. (The escalating payment schedule on the Choke Canyon debt was levelized through the creation of a reserve fund. In the initial years, payments greater than the debt service were made, with the excess going into the reserve fund. This excess was paid through a rate surcharge on ICL and OCL metered treated water customers. Now that bond payments exceed the levelized payment amount, the reserve fund is drawn on to make up the difference. Since only ICL and OCL metered treated water customers participated in building the reserve fund, the drawing on the reserve fund is only credited to the RWCA assessed against ICL and OCL metered treated water customers.) (11) Include funds necessary to collect coverage required on current annual debt service in order to comply with bond covenants, and improve the financial position and bond ratings of the city's water fund. (12) Include funds necessary to establish and maintain an operating reserve fund with a target amount of twenty-five (25) per cent (or three (3) months) of annual operating expenses for the fiscal year. (13) Include funds necessary to establish and operate a water capital reserve fund with a target amount of two (2) per cent of the respective annual water capital improvements program for the fiscal year or two million dollars ($2,000,000.00) (whichever is greater). (14) Include funds necessary to establish and maintain a future water resources reserve fund (water supply development reserve) with an ultimate target balance of thirty million dollars ($30,000,000.00), and an annual contribution of approximately two million dollars ($2,000,000.00) per fiscal year. Revenue from this water supply development reserve will be deposited into a fund set aside for this purpose. (15) The minimum operating or capital reserves amounts are intended to provide for unplanned, unbudgeted expenses and revenue shortfalls, and will not be used for routine expenses. (16) Determine the amount of over or under collections that have resulted from difference between budgeted and actual expenses and offsetting revenues and the difference between projected and actual volume of water sold for the prior two (2) years. Any funds realized in excess of annual expenses are available for either supplementing minimum operating or capital reserves, for addition to the capital funds for discretionary cash capital funding of the water utility, or to create and maintain a reserve to level out large fluctuations in raw water charges is authorized. Apply any remaining amount as an adjustment to the RWCA. (c) Definitions. Costs of raw water is the total of all costs of acquiring, producing, storing, conserving, and transporting untreated water from its source to the city's treatment facility and all other points of diversion. These costs include, but are not limited to, the costs of: Construction, including debt service, operation, and maintenance of dams and reservoirs. Construction, including debt service, operation, and maintenance of raw water supply transmission pipelines. Construction, including debt service, operation, and maintenance of wells. Construction, including debt service, operation, and maintenance of facilities capable of converting wastewater effluent, salt water, and brackish ground water into water suitable for municipal, industrial, or agricultural uses. Acquisition of new water supplies and water rights, including the establishment and funding of a reserve dedicated to offset the costs of acquisition of additional water rights and the implementation of long range water resource development and related capital improvements. Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 9 Scenario 2 Construction, operation, and maintenance of facilities to reduce water losses from water resources due to evaporation or the release of water from a reservoir due to the operation of law. Acquisition and transportation of emergency water supplies, including the costs of transporting water by vessel or pipelines from other regions. Water supply development and protection, including consultants' studies and reports, investigations, legal fees, court costs, and any other costs related to the development or protection of the water supply. Administrative costs, including overhead and the portion of the city's general administrative costs applicable to the activities enumerated in this definition. (d) The raw water cost adjustment shall be calculated on an annual basis for those large volume wholesale customers with contracts containing such provisions. (Ord. No. 9472, 8-27-1969; Ord. No. 11613, 8-8-1973; Ord. No. 12208, §§ 1, 2, 8-7-1974; Ord. No. 14140, §§ 1-3, 1-25-1978; Ord. No. 16446, §§ 1, 2, 8-12-1981; Ord. No. 16593 § 1, 10-14- 1981; Ord. No. 17166, §§ 1-3, 7-28-1982; Ord. No. 17762, §§ 1, 2, 8-3-1983; Ord. No. 18351, §§ 1, 2, 7-24-1984; Ord. No. 18587, §§ 1, 2, 12-4-1984; Ord. No. 20411, §§ 1, 2, 7-26-1988; Ord. No. 21001, § 1, 10-9-1990; Ord. No. 21438, §§ 1-4, 7-21-1992; Ord. No. 21814, § 1(a) - (c), 12-14-1993; Ord. No. 22741, § 1, 11-12-1996; Ord. No. 22832, § 1, 1-28-1997; Ord. No. 22879, § 1, 3-25-1997; Ord. No. 23706, § 1, 7-20-1999; Ord. No. 23910, § 1, 1-11-2000; Ord. No. 24132, § 1, 7-25-2000; Ord. No. 24531, § la, 7-24-2001; Ord. No. 24969, § 1, 7-23-2002; Ord. No. 25386, § 1, 7-22-2003; Ord. No. 025866, § 1, 7-27-2004; Ord. No. 026368, § 1, 7-26- 2005; Ord. No. 026900, § 1, 7-25-2006; Ord. No. 027355, § 1, 7-24-2007; Ord. No. 027781, § 1, 7-22-2008; Ord. No. 028256, § 1, 7-28-2009; Ord. No. 028686, § 1, 7-20-2010; Ord. No. 029158, § 1, 7-26-2010; Ord. No. 029386, § 1, 2-28-2012; Ord. No. 029584, § 1, 7-31-2012; Ord. No. 029917, § 1, 7-30-2013; Ord. No. 030242, § 2(Exh. A), 7-29-2014; Ord. No. 030295, § 1, 9-23-2014; Ord. No. 030605, § 1, 9-8-2015; Ord. No. 030718, § 1, 12-15-2015; Ord. No. 031028, § 1, 12-20-2016; Ord. No. 031244, § 1, 9-12-2017; Ord. No. 031632, § 1, 12-11-2018) 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 upon publication, with the revised utility rates taking effect upon the dates as stated herein. The utility rates in effect at the time this Ordinance is adopted remain in full force and effect until the effective date of the utility rates as stated in this Ordinance. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 10 Scenario 2 That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Scenario 2 09-17-2019 2nd Reading Water Rate Ordinance_Page 11 Scenario 3 Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising water rates as of January 1, 2020 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Section 55-50 of the Code of Ordinances regarding water rates is revised with new rates as shown in underlined text below to be effective on January 1, 2020. Sec. 55-50. - Schedule. (a) Base rates for water service. The rates for water service are as follows: (1) Monthly minimum charges. a. Metered treated water customers. 1. Inside city limits ("ICL"): Meter Size (Inches) Effecti January 1, Residential 5/8 —% $12.70 12.92 Commercial 5/8 —% 12.70 12.92 Residential and Commercial 1 19.05 19.39 11/2 31.70 32.31 2 63.40 64.60 3 101.40 103.36 4 202.80 206.72 6 316.90 323.00 8 and larger 633.75 646.00 Large Volume Any size 23,797.00 24,202.00 Temporary construction 1 19.05 19.39 11/2 31.70 32.31 2 63.40 64.60 Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 1 Scenario 3 2. Outside city limits ("OCL"): Meter Siz- (Inches) Effective January 1, Residential 5/8 —% $ 15.25 15.51 Commercial 5/8 —3 15.2515.51 Residential and Commercial 1 22.85 23.26 1%: 38.05 38.77 2 76.05 77.52 3 121.70124.04 4 243.40 248.07 6 380.25 387.60 8 and larger 760.50 775.20 Large Volume Any size 39,706.00 40.382.00 Temporary construction 1 22.85 23.26 1% 38.05 38.77 2 76.05 77.52 b. Untreated water customers. 1 Effective anuary 1, 20 Minimum monthly service charge, water districts/municipalities with raw water supply contracts executed after January 1, 1997 Minimum monthly service charge for public agency for resale untreated water without a raw water supply contract executed after January 1, 1997 1 Minimum monthly service charge, industrial Minimum monthly service charge, domestic $432.20 263.23 451.73 15.04 Minimum annual service charge, domestic 150.57 Minimum monthly service charge, agricultural irrigation water service Minimum monthly service charge, temporary construction water service 225.71 300.95 Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 2 Scenario 3 Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 3 Minimum monthly service charge, temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority 1,736.75 1 Minimum monthly charge for public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997: If the charge based on the volume of water taken in a monthly billing period is less than $263.23, the customer shall be billed $263.23, unless a valid water supply contract between the customer and city that was executed prior to January 1, 1997, provides for a minimum annual payment. If a valid water supply contract between the cus tomer and city executed prior to August 1, 2000, provides for a minimum annual payment, the customer shall pay the minimum annual payment under the contract. c. Blended water customers. Effective January 1, 20182020 Any size $37,513.52 (2) Monthly volume charges per 1,000 gallons. a. Residential rate. 1. Inside city limits: Effective January 1, 20182020 First 2,000 Gallons Minimum* Next 4,000 Gallons $6.35 6.59 6.46 Next 9,000 Gallons 7.30 7.58 7.42 Over 15,000 Gallons 7.95 8.25 8.09 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Effective January 1, 20182020 First 2,000 Gallons Minimum* Next 4,000 Gallons $2.45 2.49 Next 9,000 Gallons 3.05 3.10 Over 15,000 Gallons 3.85 3.92 *Use the minimum charges in subsection (a)(1). Scenario 3 b. Commercial rate. 1. Inside city limits: Zir Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Minimum* $7.054 7.17 Effective January 1, 20182020 First 2,000 Gallons Minimum* Over 2,000 Gallons $3.30 3.36 *Use the minimum charges in subsection (a)(1). c. Golf course and athletic field irrigation water inside city limits. L Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1) for ICL customer. d. Residential irrigation water on separate meter. 1. Inside city limits: Minimum* $3.40 3.45 Meter Size (Inches) Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons Minimum* $7.95 8.09 2. Outside city limits Meter Size (Inches) Effective January 1, 20182020 First 2,000 Gallons Minimum* Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 4 Scenario 3 Over 2,000 Gallons $3,88 3.92 e. Resale treated water rates. 1. Treated water rates purchased for resale where the water is taken and metered at the site of treatment are hereby set as follows: Effective January 1, 20192020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). Minimum* $1.527 1.464 2. Treated water rates purchased for resale where the water is delivered to the resale entity through city facilities are hereby set as follows: ■ Effective January 1, 20192020 First 2,000 Gallons Minimum* Over 2,000 Gallons $2.207 2.096 *Use the minimum charges in subsection (a)(1). f. Large volume treated water customers. A commercial treated water customer who agrees to pay for a minimum of ten million (10,000,000) gallons of treated water per month is considered a large volume treated water customer. Once a customer has elected to become a large volume treated water customer, the customer will be billed as a large volume treated water customer until the customer notifies the city and requests reclassification as a commercial customer in writing. However, a commercial customer may not elect to become a large volume treated water customer more than once in any twelve- month period. 1. Inside city limits: Effective January 1, 20172020 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $&885 5.90 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Effective January 1, 204-82020 Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 5 Scenario 3 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons $2.20 *Use the minimum charges in subsection (a)(1). g. Large volume blended water customers. A commercial blended water customer who agrees to purchase a minimum of ten million (10,000,000) gallons of blended water per month is considered a large volume blended water customer. 1. Inside city limits: First 10,000,000 Gallons Each Additional 1,000 Gallons Effective January 1, 20182020 111 Minimum* $3.751 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: First 10,000,000 Gallons Each Additional 1,000 Gallons Effective January 1, 20182020 Minimum* $0.1314 *Use the minimum charges in subsection (a)(1). 3. Peaking factor. [To be determined.] h. Temporary water service. 1. Treated water. A. Inside city limits: First 2,000 Gallons Over 2,000 Gallons Effective January 1, 20182020 Minimum* $7,05 7.17 *Use the minimum charges in subsection (a)(1). Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 6 Scenario 3 B. Outside city limits: Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Untreated water. A. Inside city limits: Minimum* $3.45 Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). B. Outside city limits: Minimum* 2 x RWCA JIMEffective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). i. Agricultural irrigation water outside city limits. Minimum* 2 x RWCA Effective January 1, 20182020 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 1• Minimum* 2 x RWCA Public agency for resale untreated water rates. The rates for the purchase of untreated water purchased by a public agency, which does not have a raw water supply contract with the city executed after January 1, 1997, is the average of the monthly raw water cost adjustments, established under subsection (b) of this section, for the period used to determine the composite cost of untreated water under the city's current contract with the public agency. k. Temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority. Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 7 Scenario 3 Effective January 1, 2-04-82020 First acre foot or fraction thereof Minimum* Over acre foot $1,248.02 per acre foot or fraction thereof *Use the minimum charges in subsection (a)(1). (b) Raw water cost adjustment (RWCA). In addition to the charges for the base rates for water service, established in subsection (a), a separate charge for the costs of raw water, the RWCA, will be added to each consumer's bill, except public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997. (A public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997, will pay the lower of the composite cost, as defined in its contract with the city or the rate for public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997, specified in subsection (a)(2)g. of this section.) The RWCA will be based on projected system -wide raw water sales, adjusted for water losses. The RWCA will be calculated every odd -numbered year no later than October 1 to be effective the following January of even -numbered years using the adopted utility rate model. Two (2) subsequent years' RWCA will be calculated according to the following procedures, and then an average rate determined which will yield raw water required revenues over a two-year period: (1) Use projected system -wide water sales based on historical consumption and projected growth, with adjustments for water losses. (2) Include the annual budgeted cost of debt service. Bond payments, amortization of deferred losses on refundings, and other debt service costs shall be applied to the RWCA in the same proportion as the raw water activities proportion of the original bond proceeds. (3) Include budgeted expenditures for purchases of water. (4) Include purchases of water rights, amortized over the duration of the water right agreement. (5) Budgeted expenditures for capital items shall be included as follows: a. The expense of acquiring a capital item that costs not more than five hundred thousand dollars ($500,000.00) shall be charged in the year in which it is acquired. b. The expense of acquiring a capital item that costs more than five hundred thousand dollars ($500,000.00) shall be amortized over the number of years used to calculate depreciation expenses, with the half-year convention used in the year of acquisition. (6) All operating and maintenance expenditures shall be charged based on annual budgeted amounts. These expenditures include operation and maintenance of dams, reservoirs, pipelines, wells, pumping stations, and related interfund charges. All expenses for consultants, engineering, legal services, and administration shall be charged based on annual budgeted amounts in the proportion to which they apply to raw water issues. (8) Expenses related to the acquisition and transportation of emergency water supplies shall be included in the RWCA for the following fiscal year, unless foreseen and budgeted in advance, in which case they are included in the year budgeted. Miscellaneous revenues related to raw water activity, such as oil and gas lease revenues and rentals, is applied as an offset based on annual budgeted amounts. (7) (9) Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 8 Scenario 3 (10) Apply the credit for levelized Choke Canyon debt payments to city rate payers' RWCA. (The escalating payment schedule on the Choke Canyon debt was levelized through the creation of a reserve fund. In the initial years, payments greater than the debt service were made, with the excess going into the reserve fund. This excess was paid through a rate surcharge on ICL and OCL metered treated water customers. Now that bond payments exceed the levelized payment amount, the reserve fund is drawn on to make up the difference. Since only ICL and OCL metered treated water customers participated in building the reserve fund, the drawing on the reserve fund is only credited to the RWCA assessed against ICL and OCL metered treated water customers.) (11) Include funds necessary to collect coverage required on current annual debt service in order to comply with bond covenants, and improve the financial position and bond ratings of the city's water fund. (12) Include funds necessary to establish and maintain an operating reserve fund with a target amount of twenty-five (25) per cent (or three (3) months) of annual operating expenses for the fiscal year. (13) Include funds necessary to establish and operate a water capital reserve fund with a target amount of two (2) per cent of the respective annual water capital improvements program for the fiscal year or two million dollars ($2,000,000.00) (whichever is greater). (14) Include funds necessary to establish and maintain a future water resources reserve fund (water supply development reserve) with an ultimate target balance of thirty million dollars ($30,000,000.00), and an annual contribution of approximately two million dollars ($2,000,000.00) per fiscal year. Revenue from this water supply development reserve will be deposited into a fund set aside for this purpose. (15) The minimum operating or capital reserves amounts are intended to provide for unplanned, unbudgeted expenses and revenue shortfalls, and will not be used for routine expenses. (16) Determine the amount of over or under collections that have resulted from difference between budgeted and actual expenses and offsetting revenues and the difference between projected and actual volume of water sold for the prior two (2) years. Any funds realized in excess of annual expenses are available for either supplementing minimum operating or capital reserves, for addition to the capital funds for discretionary cash capital funding of the water utility, or to create and maintain a reserve to level out large fluctuations in raw water charges is authorized. Apply any remaining amount as an adjustment to the RWCA. (c) Definitions. Costs of raw water is the total of all costs of acquiring, producing, storing, conserving, and transporting untreated water from its source to the city's treatment facility and all other points of diversion. These costs include, but are not limited to, the costs of: Construction, including debt service, operation, and maintenance of dams and reservoirs. Construction, including debt service, operation, and maintenance of raw water supply transmission pipelines. Construction, including debt service, operation, and maintenance of wells. Construction, including debt service, operation, and maintenance of facilities capable of converting wastewater effluent, salt water, and brackish ground water into water suitable for municipal, industrial, or agricultural uses. Acquisition of new water supplies and water rights, including the establishment and funding of a reserve dedicated to offset the costs of acquisition of additional water rights and the implementation of long range water resource development and related capital improvements. Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 9 Scenario 3 Construction, operation, and maintenance of facilities to reduce water losses from water resources due to evaporation or the release of water from a reservoir due to the operation of law. Acquisition and transportation of emergency water supplies, including the costs of transporting water by vessel or pipelines from other regions. Water supply development and protection, including consultants' studies and reports, investigations, legal fees, court costs, and any other costs related to the development or protection of the water supply. Administrative costs, including overhead and the portion of the city's general administrative costs applicable to the activities enumerated in this definition. (d) The raw water cost adjustment shall be calculated on an annual basis for those large volume wholesale customers with contracts containing such provisions. (Ord. No. 9472, 8-27-1969; Ord. No. 11613, 8-8-1973; Ord. No. 12208, §§ 1, 2, 8-7-1974; Ord. No. 14140, §§ 1-3, 1-25-1978; Ord. No. 16446, §§ 1, 2, 8-12-1981; Ord. No. 16593 § 1, 10-14- 1981; Ord. No. 17166, §§ 1-3, 7-28-1982; Ord. No. 17762, §§ 1, 2, 8-3-1983; Ord. No. 18351, §§ 1, 2, 7-24-1984; Ord. No. 18587, §§ 1, 2, 12-4-1984; Ord. No. 20411, §§ 1, 2, 7-26-1988; Ord. No. 21001, § 1, 10-9-1990; Ord. No. 21438, §§ 1-4, 7-21-1992; Ord. No. 21814, § 1(a) - (c), 12-14-1993; Ord. No. 22741, § 1, 11-12-1996; Ord. No. 22832, § 1, 1-28-1997; Ord. No. 22879, § 1, 3-25-1997; Ord. No. 23706, § 1, 7-20-1999; Ord. No. 23910, § 1, 1-11-2000; Ord. No. 24132, § 1, 7-25-2000; Ord. No. 24531, § la, 7-24-2001; Ord. No. 24969, § 1, 7-23-2002; Ord. No. 25386, § 1, 7-22-2003; Ord. No. 025866, § 1, 7-27-2004; Ord. No. 026368, § 1, 7-26- 2005; Ord. No. 026900, § 1, 7-25-2006; Ord. No. 027355, § 1, 7-24-2007; Ord. No. 027781, § 1, 7-22-2008; Ord. No. 028256, § 1, 7-28-2009; Ord. No. 028686, § 1, 7-20-2010; Ord. No. 029158, § 1, 7-26-2010; Ord. No. 029386, § 1, 2-28-2012; Ord. No. 029584, § 1, 7-31-2012; Ord. No. 029917, § 1, 7-30-2013; Ord. No. 030242, § 2(Exh. A), 7-29-2014; Ord. No. 030295, § 1, 9-23-2014; Ord. No. 030605, § 1, 9-8-2015; Ord. No. 030718, § 1, 12-15-2015; Ord. No. 031028, § 1, 12-20-2016; Ord. No. 031244, § 1, 9-12-2017; Ord. No. 031632, § 1, 12-11-2018) 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 upon publication, with the revised utility rates taking effect upon the dates as stated herein. The utility rates in effect at the time this Ordinance is adopted remain in full force and effect until the effective date of the utility rates as stated in this Ordinance. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 10 Scenario 3 That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Scenario 3 09-17-2019 2nd Reading Water Rate Ordinance Page 11 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 6, 2019 Second Reading Ordinance for the City Council Meeting of September 17, 2019 DATE: September 9, 2019 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Ordinance adopting the City of Corpus Christi Code of Ordinances for wastewater rates and establishing winter quarter averaging for residential wastewater billing CAPTION: Second Reading Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising residential wastewater billings beginning in March 2020 by establishing residential wastewater winter quarter averaging based upon the average of three complete monthly water utility billings from December 2019 through February 2020, and recalculating the winter quarter average for residential wastewater customers every year thereafter. SUMMARY: This item is the second reading of the Ordinance adopting the City of Corpus Christi Code of Ordinances, Chapter 55, revising wastewater rates and establishing winter quarter averaging for residential wastewater billing. BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on changes to the Code of Ordinances. The City of Corpus Christi is proposing amending the City Code of Ordinances, Chapter 55, Utilities, revising wastewater rates beginning in March 2020 by establishing winter quarter averaging for residential wastewater billings based upon the average of three complete monthly water utility billings from December 2019 through February 2020, and recalculating the winter quarter average for residential wastewater customers every year thereafter. By direction of the City Council during the Council meeting on September 6, 2019, staff is separating the original Ordinance brought forth for changes to the Schedule of Fees and Water/Wastewater rates. The original ordinance combined fee/rate changes for water, wastewater, Metrocom and Parks and Recreations. The ordinance was passed during the 1st reading, but Council directed staff to separate the four items into individual ordinances for the 2nd reading. ALTERNATIVES: Approval of the Rates and Fees is required to approve the Operating Budget. FINANCIAL IMPACT: The financial impact from the wastewater rate change is an increase in revenue of approximately $675,000 for FY 2019-2020. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): N/A Account: RECOMMENDATION: Staff recommends approval of the recommended changes to the Code of Ordinances for the wastewater. LIST OF SUPPORTING DOCUMENTS: FY 2019-2020 Ordinance for Fee Schedule Ordinance amending the City Code of Ordinances, Chapter 55, Utilities, revising residential wastewater billings beginning in March 2020 by establishing residential wastewater winter quarter averaging based upon the average of three complete monthly water utility billings from December 2019 through February 2020, and recalculating the winter quarter average for residential wastewater customers every year thereafter BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Section 55-100 of the Corpus Christi Code of Ordinances regarding wastewater rates is revised with new rates as shown in underlined text below to be effective on June 1, 2020. Sec. 55-100. - Schedule. (a) The monthly charge to be paid by users of s werwastewater service furnished by the city's municipal sewer system, except as otherwise provided in articles VII and XI of chapter 55, shall be based on the amount of water used by the user according to the following rates: Classification -Residential 4ffcctivc January 1, 201820Based upon Winter Quarter Average Usage r Inside city limits One -family minimum monthly charge (first 2,000 gallons) Next n 000 „-,n,..,5 One family per 1,000 gallons over 2,000 Next 9,000 gallons $ 32.60 3.25 6.69 4.85 Ovcr 15,000 gallons Inside city limits 7.25 1—One-family maximum monthly charge (up to 25,000 gallons) r Outside city limits One -family minimum monthly charge (first 2,000 gallons) Next 4,000 gallons One -family per 1,000 gallons over 2,000 161.75 186.47 40.75 6.25 14.85 Next 9,000 gallons 9.35 Ovcr 15,000 .allons 14.00 Outside city limits One -family maximum monthly charge (up to 25,000 gallons) 289.90 382.30 Page 1 CLASSIFICATION -COMMERCIAL Effective January 1, 2020 Inside city limits Commercial minimum monthly charge (first 2,000 gallons) 44.75 Inside city limits Commercial per 1,000 gallons over 2,000 4.70 Outside city limits Commercial minimum monthly charge (first 2,000 gallons) 55.95 Outside city limits Commercial per 1,000 gallons over 2,000 9.35 (b) The City will begin in March 2020 to implement winter quarter averaging for residential wastewater customers as soon as the City billing system has been programmed to calculate the wastewater bills utilizing winter quarter average usage. The amount of water used to compute the monthly bills for wastewater service to one -family residential customers shall be computed on the basis of the "winter quarter average usage" that is calculated pursuant to this subsection. A new winter quarter average usage shall be calculated every year thereafter. (1) Definitions. a. Winter quarter averaging wastewater charge period: The period of water and wastewater service during the three (3) complete reading periods of the preceding winter quarter months of December, January and February. b. Winter quarter average usage: The monthly wastewater usage established by the city during the "winter quarter averaging wastewater charge period" based upon the customer's average monthly water consumption during that period. c. Interim average usage: The monthly wastewater usage established by the city for individual customers who have not established a "winter quarter average usage". The "interim average usage" is three thousand (3,000) gallons per month, and is to be the basis for monthly billings until a "winter quarter average usage" as defined in subsection (b)(1)b. of this section is established for the individual customer. d. Service area: The geographic region served by the city's wastewater system. (2) Winter quarter average criteria. a. The customer must receive water and wastewater service at one (1) location during the entire winter quarter averaging wastewater charge period in order to establish a "winter quarter average usage". b. "Winter quarter average usage" charges shall apply to one -family residential customers only. c. The following method will be used to calculate the customers "winter quarter average usage": 1. Add the customer's water consumption during the winter quarter averaging wastewater charge period to determine three-month total water consumption. 2. Divide three-month total water consumption amount by three (3) to calculate the "winter quarter average usage". Such winter quarter average usage shall be limited to a maximum of twenty-five thousand (25,000) gallons. Page 2 d. The following method will be used to calculate the customer's monthly wastewater bill: Using the winter quarter average usage, apply the applicable wastewater rates established in subsection (a) to calculate the customer's monthly wastewater bill. The adjusted rate that applies to service after June 1 will reflect wastewater usage based on the previous "winter quarter averaging wastewater charge period". A new winter quarter average usage shall be calculated every June based upon the amount of water used during the winter quarter averaging wastewater charge period. e. New and relocating customers; adjustments: 1. Customers new to the service area who have not established a "winter quarter average usage" shall be billed based on the "interim average usage". The "interim average usage" is 3,000 gallons per month. 2. Customers who are relocating within the service area who established a "winter quarter average usage" at their previous address shall be billed based on the "interim average usage" or their "winter quarter average usage" at the previous address, whichever is less. 3. Customers who are relocating within the service area who have not established a "winter quarter average usage" at their previous address shall be billed based on the "interim average usage". 4. When a customer experiences a substantial increase in water or wastewater usage from hidden water leaks in the plumbing system during the winter quarter averaging wastewater charge period, and if the customer can produce proof of repairs, the director of finance or the director's designee may adjust the wastewater bill. f. The City will begin in March 2020 to implement winter quarter averaging as soon as the City billing system has been programmed to calculate the wastewater bills utilizing winter quarter average usage. (bc) The rates established in subsection (a) of this section are based upon water consumption for wastewater service customers with wastewater characteristics of five hundred sixty-two (562) parts per million or less by weight of chemical oxygen demand index, two hundred fifty (250) parts per million or less by weight of biochemical oxygen demand index, and two hundred fifty (250) parts per million or less by weight of suspended solids index. If the wastewater characteristics exceed any of these parameters, the customer shall pay an additional abnormal wastewater surcharges as provided in section 55-148. (Code 1958, § 38-49; Ord. No. 9863, § 1, 7-29-1970; Ord. No. 11612, § 1, 8-8-1973; Ord. No. 12209, § 1, 8-7-1974; Ord. No. 12656, § 1, 6-25-1975; Ord. No. 13860, § 1, 8-3-1977; Ord. No. 15700, § 1, 8-13-1980; Ord. No. 16448, § 1, 8-12-1981; Ord. No. 17156, § I, 7-28-1982; Ord. No. 17763, § 1, 8-3-1983; Ord. No. 18352, § 1, 7-24-1984; Ord. No. 18940, § 1, 7-23-1985; Ord. No. 19403, § 1, 7-29-1986; Ord. No. 20412, § 1, 7-26-1988; Ord. No. 20748, § 1, 8-8-1989; Ord. No. 21001, § 1, 10-9-1990; Ord. No. 21440, § 1, 7-21-1992; Ord. No. 21662, § 1, 5-25-1993; Ord. No. 21671, § 1, 6-8-1993; Ord. No. 21814, § 1(e), (0, 12-14-1993; Ord. No. 21965, § 1, 6- 14-1994; Ord. No. 22743, § 1, 11-12-1996; Ord. No. 23706, § 1, 7-20-1999; Ord. No. 24132, § 1, 7-25-2000; Ord. No. 24531, § le, 7-24-2001; Ord. No. 24969, § 6, 7-23-2002; Ord. No. 25396, § 6, 7-22-2003; Ord. No. 025866, § 5, 7-27-2004; Ord. No. 026368, § 5, 7-26-2005; Ord. No. 026900, § 5, 7-25-2006; Ord. No. 027355, § 5, 7-24-2007; Ord. No. 027781, § 7, 7-22-2008; Ord. No. 028256, § 5, 7-28-2009; Ord. No. 028690, § 1, 7-20-2010; Ord. No. 029160, § 3, 7-26- 2011; Ord. No. 029917, § 7, 7-30-2013; Ord. No. 030242, § 4( Exh. A), 7-29-2014; Ord. No. 030295, § 5, 9-23-2014; Ord. No. 030605, § 4, 9-8-2015; Ord. No. 031244, § 2, 9-12-2017) Page 3 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 upon publication, with the revised utility rates taking effect upon the dates as stated herein. The utility rates in effect at the time this Ordinance is adopted remain in full force and effect until the effective date of the utility rates as stated in this Ordinance. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 4 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 6, 2019 Second Reading Ordinance for the City Council Meeting of September 17, 2019 DATE: September 9, 2019 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Ordinance adopting the City of Corpus Christi Code of Ordinances for changes for 9-1-1 emergency service fees ] CAPTION: Ordinance amending the City Code of Ordinances, Chapter 55, regarding 9-1-1 emergency service fees as of January 1,2020. SUMMARY: This item is the second reading of the Ordinance adopting the City of Corpus Christi Code of Ordinances, Chapter 55, regarding 9-1-1 emergency service fees as of January 1, 2020. BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on changes to the Code of Ordinances. The City of Corpus Christi is proposing amending the City Code of Ordinances for changes to the 9- 1-1 emergency service fee. By direction of the City Council during the Council meeting on September 6, 2019, staff is separating the original Ordinance brought forth for changes to the Schedule of Fees. The original ordinance combined fee/rate changes for water, wastewater, Metrocom and Parks and Recreations. The ordinance was passed during the 1st reading, but Council directed staff to separate the four items into individual ordinances for the 2nd reading. ALTERNATIVES: Approval of the Rates and Fees is required to approve the Operating Budget. FINANCIAL IMPACT: There will be an increase of $281,061 in revenues from the new 9-1-1 emergency service fee change for FY 2019-2020. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): N/A Account: RECOMMENDATION: Staff recommends approval of the recommended changes to the Code of Ordinances for the new 9-1-1 emergency service fee change. LIST OF SUPPORTING DOCUMENTS: FY 2019-2020 Ordinance for Fee Schedule Ordinance amending the City Code of Ordinances, Chapter 55, regarding 9-1-1 emergency service fees as of January 1, 2020 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Code of Ordinances, Section 55-7, "Local exchange access line 9 -1 -1 -service fee", Subsection (b), is amended to revise the fees as follows: (b) 9-1-1 emergency service fee. Each service supplier in the city shall collect a 9-1-1 emergency service fee of one dollar and twenty five cents ($1.25) one dollar and sixty cents ($1.60) per month for each residential local exchange access line; e • - _ - • - - • - • - - :: two dollars ($2.00) per month for each business local exchange access line; and one dollar and sixty cents ($1.60) two dollars and forty cents ($2.40) per month for each business trunk local exchange access line. The 9-1-1 emergency service fee shall be used only for costs attributable to equipment and personnel necessary to operate the city's public safety answering point. 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. The changes to the 9-1-1 emergency service fees as reflected in this Ordinance take effect on January 1, 2020. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez Page 1 PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 2 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 6, 2019 Second Reading Ordinance for the City Council Meeting of September 17, 2019 DATE: September 9, 2019 TO: Peter Zanoni, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Ordinance adopting the City of Corpus Christi's Parks and Recreation fee Schedule CAPTION: Ordinance approving Parks and Recreation Fee Schedule effective October 1, 2019. SUMMARY: This item is the second reading of the Ordinance adopting the City of Corpus Christi Parks and Recreation Fee Schedule effective October 1, 2019. BACKGROUND AND FINDINGS: City Council is to review and act on the Parks and Recreation Fee Schedule annually. By direction of the City Council during the Council meeting on September 6, 2019, staff is separating the original Ordinance brought forth for changes to the Schedule of Fees. The original ordinance combined fee/rate changes for water, wastewater, Metrocom and Parks and Recreation. The ordinance was passed during the 1st reading, but Council directed staff to separate the four items into individual ordinances for the 2nd reading. ALTERNATIVES: Approval of the Rates and Fees is required to approve the Operating Budget. FINANCIAL IMPACT: The approximate change to the Parks & Recreation Fees is an increase of $5,000. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): N/A Account: RECOMMENDATION: Staff recommends approving Parks and Recreation Fee Schedule. LIST OF SUPPORTING DOCUMENTS: Parks & Recreation Fee Schedule Ordinance approving Parks and Recreation Fee Schedule effective October 1, 2019 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The attached "FY20 Fee Schedule" for the Parks and Recreation Department is hereby approved effective October 1, 2019. 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. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Parks and Recreation Department FY19 Fee Schedule Parks and Recreation Department FY20 FEE SCHEDULE DESCRIPTION Fee unit DESCRIPTION Fee Unit N V v Section 1. ATHLETICS A. Adult Athletic Events: Includes awards and officials. Volleyball - Regular Season, 1 referee Section 1. ATHLETICS 4 Athletic Leagues: Mini Sports Leagues (Ages 3-5) Recreational League (Basketball, Softball, Flag Football, etc.) $ 450.00 per teem Mini Dribblers, Mini Soccer, Blastball $ 50.00 per child B. Youth Athletic Events: Includes awards, and medical insurance. Middle school and High School girls Volleyball- regular season Youth Sports Leagues (Ages 6-17) Basketball, Indoor Soccer $ 80.00 per child Early Bird Registration $ 65.00 per child N $ 350.00 per team per season Scholarship Fee $ 40.00 per child Mini Sports - ages 3 - 5 yr old (Mini Dribblers, Kickball, Blastball, Indoor Soccer) High School Sports Leagues (Ages 14-18) $ 50.00 per chin Volleyball $ 250.00 per team Late registration fee $ 25.00 per chid Basketball, Indoor Soccer $ 350.00 per team Basketball Regular Season Athletics age 61018 Baseball $ 550.00 per team $ 80.00 per Olid Adult Sports Leagues (Ages 18+) Scholarship 1st child $ 40.00 per Olid Individual Sport Play $ 5.00 per person N Scholarship each additional child $ 35.00 per chid Team Leagues $ 550.00 per team Late registration fee $ 25.00 per chid (Slowpitch Softball, Basketball, Flag Football, Indoor Soccer) High School Varsity Boys & Gids Basketball League Volleyball $ 150.00 per team $ 375.00 per team City Basketball registration fees may be adjusted based on the cost to the City for gymnasium rentals. No post season toumament Gids Fast pitch Regular Season, w/playoff Late Fees Late Fee Individual Registration $ 25.00 per individual Late Fee Team Registration $ 50.00 per team N R Tournament Events $ 375.00 per team per season Single/Double Elimination Late registration fee $ 25.00 per team per season Youth Sports $ 125.00 per team Youth Baseball Summer season, with top 50% in each division playoffs Adult Sports $ 150.00 per team $ 550.00 per team per season Round Robin (Three Game Gurantee) Late registration fee $ 25.00 per team per season Youth Sports $ 150.00 per team Fall season $ 550.00 per team per season Adult Sports $ 200.00 per team C. Tournament Events Basketball C Athletic Facility Rentals $ 175.00 per team Athletics Gymnasiums Basketball- Multiple teams $ 150.00 per team Rental fee per gym $ 45.00 per hour Baseball -18 & up $ 400.00 per team Security Deposit per gym $ 50.00 per gym/ per day Baseball -16 & up $ 400.00 per team Baseball -14&up $ 325.00 per team Athletics Outdoor Sports' Fields Baseball -12 & up $ 275.00 per team Rental fee per field $ 45.00 per hour Baseball -10&up $ 225.00 per team Tournament Rental fee per field $ 250.00 Full Day (12hro) D. Athletic Field Rentals Dick Runyan / Paul Jones Youth Rental fee per field Lights $ 25.00 per hour Security Deposit per field $ 50.00 per field, per day $ 40.00 per hour 0 Youth Sports Camas(Instrucfor/Oty portions) Youth Baseball Field Toumament Rental Fee $ 250.00 perfied perces' Adult Rental fee per field $ 50.00 per hour Youth Sports Camps $ 70.00 per child Adult Tournament/Camp Rentals fee per day $ 50.00 per hr perneo Youth Sport &Splash Camp $ 100.00 per child Adult Tournament/Camp Rentals fee per day $ 250.00 perfled per del, Late Registration Fee $ 25.00 per child N Staff Utility and Building Fee $ 25.00 per hour,whenrghis are used Greenwood Softball Complex Youth Rental fee per field $ 40.00 per hour Adult Rental fee per field $ 50.00 per hour Youth/Adult Toumament Rentals fee $ 250.00 per day perflald Multiple teams rental fee with more than 40 teams $ 200.00 per day per field Multiple teams0muhlpleloume0 rental tee with more man 40 teams $ 150.00 per clay001lem Security Depos0 - Non Refundable $ 50.00 per rental Staff Utility and Building Fee $ 25.00 per hour,when fhta are used Salinas Multipurpose Complex Pavilion Rental $ 120.00 per hours Youth Rental fee per field $ 40.00 per hour Adult Rental fee per field $ 50.00 per hour Football Youth/Adult Toumament Rentals fee(le8s than 40 teams) $ 250.00 per day per nem Soccer Youth/Adult Toumament Rentals fee (less than 40 teams) $ 250.00 per day perfleld Multiple teams/multiple tourney rental fee with more than 40 teams $ 150.00 per day per nem Multiple teams rental fee with more than 40 teams $ 200.00 per clay pert., Staff Utility and Building Fee $ 25.00 perhour,when (lots are used E. Gymnasiums Rentals (4 hrs or more) Hourly Rate $ 40.00 per hour Security Deposit per gym $ 50.00 per rental. per cern Staff Utility and Building Fee $ 75.00 per rental F. Court practice Ben Garza Gym Hourly rate $ 40.00 Per hour Corpus Christi Gym Hourly rate $ 40.00 per hour G. Court Rental @ Outdoor Facilities (Tennis & Basketball Courts) Full Court $ 25.00 per hourl3 hour Min. Security Deposit Rental $ 50.00 per rental H. Youth Sports Camps (Instructor/City portions) Volleyball $ 70.00 per chid Football $ 70.00 per chin Basketball $ 70.00 per chid Soccer $ 70.00 per child Ninia $ 70.00 per child Baseball $ 70.00 per child Speed & Agility $ 70.00 per child Cheer $ 70.00 per child 500058 Splash (M -F: 9-4pm) $ 100.00 per 06114 Parks and Recreation Department FY19 Fee Schedule Parks and Recreation Department FY20 FEE SCHEDULE DESCRIPTION Fee unit DESCRIPTION Fee unit y Section 2. AQUATICS A. General Admission Youth 17 & under Section 2. AQUATICS A Rentals $ 2.00 each Deposit (refundable cleanup deposit) 5 300.00 Adults 18-59 $ 5.00 each Additional Hour 0 75.00 a Seniors 60 & over (all pools) $ 4.00 e 2 gie Dip 8.0( $ S.0 e` per Splash Parties - 2 hours B. Punch Card (11 admissions) Youth 1-50 number of persons) 5 350.00 additional 1- 50 people 0 60.00 $ 25.00 each during General Swim(up to 25 people) 5 175.00 Adult $ 45.00 each Senior $ 30.00 each Swimming Pool Reservation Agreement Fees (swimteams/instru tion) Annual Swim Passes Youth Lane rental 25 vd/meters per lane per hour 5 7.00 $ 225.00 each 50 meters per lane per pool 5 15.00 Adult $ 435.00 each Senior $ 335.00 each Special Usage Fee Seasonal Swim Passes (Spring, Summer & Fall') Youth Entire Pool Per Hour 5 100.00 Traininx Room 5 50.00 $ 90.00 each Facility set up 5 100.00 per event Adult $ 230.00 each Lifeguards 5 25.00 per staff Senior $ 210.00 each Family (minimum of 4 members) $ 345.00 each Timing System U.S. Swim Team Member (per season - short & long course) Youth One day 5 450.00 per rental Two Days 5 650.00 per rental $ 150.00 each Three Days 5 850.00 per rental Adult $ 200.00 each * Spring: January 1 to April 30 Summer: May 1 to August 31 Fall: September 1 t0 December 31 C. City Swim Leagues City TAAF Swim League B Instruction Group Swim Lessons 5 50.00 per session per child Private Swim Lessons 5 100.00 per session per child Scholarship fee 5 50.00 per session per child CPR/First Aid/AED Certification Class 5 65.00 per person $ 60.00 each Lifeguard or Instructor Certification Class 5 200.00 per person City TAAF Scholarship fee per session per child $ 30.00 each Re -Certification Courses 5 50.00 per person TAAF Regional Swim Meet $ 10.00 each TAAF Regional Swim Meet (relay) $ 20.00 each City Championship Swim Meet $ 5.00 each City Championship Swim Meet (relay) $ 20.00 each TAAF State Swim Meet Entries (fee is sal by TAAF) D. Visiting Leagues Red & Green league $ 5.00 each Blue & Gold league $ 5.00 each E. Family Night Swim Five person family $ 10.00 Per00050 F. Splash Parties - 2 hours All Pools 1-5 (Number of persons) $ 350.00 per agar additional 1- 50 people $ 60.00 per Pert' during General Swim (up to 251280010 $ 175.00 per party G. Swimming Pool Reservation Agreement Fees (swim teamsfinstruction) Lane rental 25 yard/meters per lane per hour $ 7.00 per lane per hour 25 yard/meters pool per hour $ 55.00 per hour 50 meters per lane per hour $ 15.00 per gue per hour 50 meters 0001 per hour $ 100.00 per hour H. Special Usage Fee (training room) $ 50.00 per event I. Deposit (refundable cleanup deposit) $ 300.00 per event J. Additional City Staff (fees do not include set up or additional lifeguards) Facility set to $ 100.00 per event Lifeguards $ 25.00 per staff Computer Operator $ 25.00 per staff Timing Operator $ 25.00 per staff Laptop usage fee for swim meets $ 200.00 per event K. One Timing System (for out -of -city teams) One day $ 450.00 per rental Two days $ 650.00 per rental Three days $ 850.00 per rental L. Two Timing Systems (for out -of -city teams) One day $ 575.00 per rental Two days $ 800.00 per rental Three days $ 950.00 per rental M. Swimming Pool Instruction Fees Swim lessons $ 50.00 per session per child Special Needs Aquatics $ 50.00 per session per chile Private swim lesson 4 -pack. $ 100.00 per session per chile Scholarship fee $ 50.00 030session aer chile Water Aerobics/Aqua Fit $ 6.00 per person Water Aerobics/Aqua Fit punch card $ 30.00 per person Red Cross Classes Jr. Lifeguard Camp $ 75.00 per person Red Cross CPR/First Aid/AED Certification Class $ 65.00 per person Lifeguard Certification Classes $ 200.00 per person Lifeguard Re -Certification Course $ 50.00 per person Water Safety Instruction Training $ 200.00 per person Lifeguard Instructor Training $ 200.00 per penton 2 Parks and Recreation Department FY19 Fee Schedule Parks and Recreation Department FY20 FEE SCHEDULE DESCRIPTION Fee unit DESCRIPTION Fee Unit Section 3. RECREATION CENTER RENTALS Facility rental fees below include staff supervision and cleanup Staff Utility and Building Fee Section 3. Community Centers A Rentals Deposit for all Facilities $ 150.00 Per Rental -Refundable $ 125.00 Per rental non-refundable Additional Hour Rate for all Facilities $ 75.00 Per Hour Additional hour rate for all facilities $ 75.00 Per hour Non -Profit Oraanizaitons $ 75.00 Per Hour Deposit for all facilities $ 150.00 Per rental, refundable Emergency Services $ 150.00 2 hours N Non -Profit Organizations 501(C)(3) or other community organizations Small Rental $ 325.00 4 hour $ 75.00 Per hour Garden Senior Center Meeting Room NOTE: Fees will be charged only during non -regular hours of operations and/or hours which conflict with regularly scheduled activities. Proof of non-profit status required. A. Oak Park Recreation Center Lindale Senior Center Meeting Room do not Oak Park Recreation Center Medium Rental $ 375.00 4 hour Broadmoor Social Hall Entire Facility $ 250.00 4 Hours Ethel Eyedy Medium Social Hall B. Joe Garza Recreation Center Garden Social Hall Joe Garza Recreation Social Hall Entire Facility $ 300.00 4 Hours Lindale Recreation Center C. Oso Recreation Center Northwest Social Hall Entire Facility $ 425.00 4 Hours Large Rental $ 425.00 4 hour D, Lindale Recreation Center Ethel Eyed)/ Large Social Hall Greenwood SC Social Hall Entire Facility $ 425.00 4 Hours Lindale Senior Center Social Hall E. Recreation Center Leagues Micro Soccer Oso Recreation Center Oveal Williams SC Social Hall $ 65.00 per chile Micro Soccer with late fee $ 85.00 per -child 0 Leagues F. Recreation Special Events Spring Break Fishing Camp Micro Soccer 0 65.00 per child Micro Soccer with Late fee 0 85.00 per child $ 30.00 perchila G. Recreation centers class fee split: Specialist/City- 65/35% C Special Events Spring Break Camps 0 30.00 per child Section 6. SENIOR CENTER RENTALS Facility rental fees below include staff supervision and cleanup 'Entire Facility' rate includes a 10% discount Additional hour rate for all facilities D Class Instruction: Specialist/CIN - 65/350split $ 60.00 per hour Set up Fee (one-time non-refundable) $ 75.00 per event E SPARK Program Deposit (required for all recreational facilities) $ 160.00 per event Summer Recreation Program $ 25.00 per child/week A. Non-profit Organizations- 501(C)(3) or other community groups. Meeting space - per room Scholarship $ 10.00 per child/week Late pick up (per 15 minutes 0 5.00 per family $ 60.00 per hour Daily drop-in (when available) 0 10.00 per child Fee will be charged only during non -ranular hours of operations and/or hours which do not conflict with regularly scheduled activities. Proof on non-profit status required. B. Ethel Eyedy Senior Center Small Social Hall $ 195.00 4 hours Large Social Hall $ 265.00 4 hours The Large Social Hall will be made available to the general public only when not in use by senior citizens groups. Senior citizens groups have priority. Entre Facility- (excluding pool room) $ 450,00 4hours C. Lindale Senior Center Large Community Room $ 265.00 4hours Small Multipurpose Room $ 175.00 4 hours Entire Facility (excluding pool room) $ 530.00 4hours D. Greenwood Senior Center Large Community Room $ 265.00 4hours Small Multipurpose Room $ 175.00 4 hours Entire Facility (excluding pool room & Rm 621 $ 455.00 4 hours E. Garden Senior Center Bluebonnet Room $ 310.00 4hours Pecan Tree Room $ 180,00 4 hours Crepe Myrtle Room $ 125.00 4 hours Pecan Tree 8 Crepe Myrtle Room combined $ 225.00 4 hours (open partition) Entire Facility (ex4udinp Wellness Room/Saera Loeb) Resource Center) $ 550.00 4hours F. Zavala Senior Center (Wellmed) G. Broadmoor Senior Center Community Room $ 265.00 4hours Entire Facility (melodist Library Room) $ 300.00 4 hours H. Oveal Williams Center Community Room $ 300.00 4hours Entire Facility- IEscludino Card Room 8 Arie 8 Crags Room) $ 475.00 4 hours I. Northwest Senior Center Activity Room $ 310.00 4 hours Meeting Room $ 135.00 4 hours Entire Facility Iex4uden Arts 5 Crafts end Wellness Room) $ 495.00 4 hours J. Senior centers class fee split: Speoialist/City-65/35% Section 7. YOUTH PROGRAM A. Summer Recreation Program (drop in) Monday- Friday, 11a - 4p(8 weeks) $ 25.00 Perctdd Scholarship fee per child per week $ 10.00 Per child Scholarship each additional child per week $ 5.00 Per child Late child pick-up (per 15 minutes) per family $ 5.00 Per tan* Daily Drop In Fee $ 10.00 Perchild Parks and Recreation Department FY19 Fee Schedule Parks and Recreation Department FY20 FEE SCHEDULE DESCRIPTION Fee Unit DESCRIPTION Fee Unit Section 8. LATCHKEY FBISD & CISD A. School Year (from end of school day to 6:00 p.m.) Monthly fee, 1st child Monthly fee, each additional child Prorated months - 1st child Prorated months - additional child (k 3 months) (k 3 months) June charged as daily rate Registration involving 10 school days or less Scholarship fee Daily drop in fee Late child pick-up Late payment fee (after the let) B. Summer Latchkey Program Weekly fee Scholarship Late payment fee (after 1st business day of week) Daily drop in fee Vacation Station Vacation Station Scholarship CCISD C. Schaal Year (from end of school day to 6:00 p.m.) Monthly fee, 1st child Monthly fee, each additional child Prorated months - 1st child Prorated months - additional child (k 3 months) (k 3 months) June charged as daily rate Registration involving 10 school days or less Scholarship fee Daily drop in fee Late child pick-up Late payment fee (after the let) D. Summer Latchkey Program Weekly fee Scholarship Late payment fee (after 1st business day of week) Daily drop in fee Vacation Station Vacation Station Scholarship Section 4. LATCHKEY Flour Bluff ISD & Calallan ISD P School Year (from end of school day to 690 p.m.l $ 99.00 monthlyperchld Monthly fee, 1st child $ 99.00 monthly per child $ 84.00 monthly per Mid Monthly fee, each additional child $ 84.00 monthly per child $ 87.00 mommy per child Prorated months -1st child $ 87.00 monthly per child $ 77.00 mommy per cm3 Prorated months- additional child $ 77.00 monthly per child Per child Registration involving lO school days or less $ 50.00 per child $ 50.00 per child Scholarship fee $ 60.00 monthly per child $ 60.00 monthly per child Daily drop in fee $ 15.00 per child $ 15.00 per child Late child pick-up $ 10.00 per 15 minutes per family $ 10.00 per 15 minutes per family Late payment fee $ 20.00 per family after the 1st $ 20.00 per famiy $ 5.00 per day after the 2nd N B Summer Latchkey Program $ 89.00 weekly perchi3 Weekly fee $ 89.00 weekly per child $ 60.00 weekly perchi3 Scholarship $ 60.00 weekly per child $ 20.00 per fainly Late payment fee (after 1st business day of week) $ 20.00 perfamily $ 20.00 Sally perchl3 Daily drop in fee $ 20.00 daily per child $ 20.00 tlelly per child Vacation Station $ 20.00 daily per child $ 15.00 dally perchi3 Vacation Station Scholarship $ 15.00 daily per child Corpus Christi ISD $ 109.00 monthly per chid CSchool Year (from end of school day to 690 p.m.l $ 94.00 monthly per chid Monthly fee, 1st child $ 109.00 monthly per child $ 97.00 monthly per chid Monthly fee, each additional child $ 94.00 monthly per child $ 87.00 monthly per chid Prorated months -1st child $ 97.00 monthly per child Per 0414 Prorated months- additional child $ 87.00 monthly per child $ 60.00 per child Registration involving 10 school days or less $ 60.00 per child $ 70.00 monthly perchl3 Scholarship fee $ 70.00 monthly per child $ 25.00 per child Daily drop in fee $ 25.00 per child $ 10.00 per 15 minutes perfamN Late child pick-up $ 10.00 per 15 minutes per family $ 20.00 per fainly Late payment fee $ 20.00 perfamily $ 5.00 per day after the 2nd N $ 99.00 weekly perchld O Summer Latchkey Program $ 70.00 weekly per child Weekly fee $ 99.00 weekly per child $ 20.00 per 'MN Scholarship $ 70.00 weekly per child $ 30.00 Dally per child Late payment fee (after 1st business day of week) $ 20.00 perfamily $ 30.00 dell, perchi3 Daily drop in fee $ 30.00 daily per child $ 25.00 dells per child Vacation Station $ 30.00 daily per child Vacation Station Scholarship $ 25.00 daily per child Parks and Recreation Department FY19 Fee Schedule Parks and Recreation Department FY20 FEE SCHEDULE DESCRIPTION Fee unit DESCRIPTION Fee unit N Section 4. OSO BAY WETLAND PRESERVE A. Summer Camp -M-F9a-12p, 5-15 year olds Section 5.050 BAY WETLANDS PRESERVE $ 99.00 per person Winter Camp - M -Th 90-12-, 5-11 year olds $ 99.00 per person A Youth Programs B. School Field Trips (1 - 25 people) Youth Camps (5 Day Summer, 4 Day Winter) $ 99.00 per person $ 75.00 per wow School Field Trips (1 - 25 people) $ 75.00 per group of 25 School Field Trip (26 - 50 people) $ 150.00 per group Homeschool Days $ 5.00 per person School Field Trip (51 - 75 people) $ 225.00 per group Growing up Wild $ 7.00 per person N Private/ Guided hike, 1 hour $ 75.00 per group Scout Programs $ 10.00 per person Yoga classes (4 classes) $ 40.00 per person Birthday Parties $ 190.00 per group Nature & Crafts $ 5.00 per person Birthday Parties $ 190.00 per peM B Adult Programs Family Field Investigations $ 5.00 per person Yoga classes $ 10.00 per person/per class Girl Scout Programs $ 10.00 per person 5k Race (Early Bird) $ 20.00 per person 5k Race (Regular Registration) $ 25.00 per person 1 -mile Race $ 12.00 per person Wetlands Workshops $ 9.00 per person N Parks and Recreation Department FY19 Fee Schedule Parks and Recreation Department FY20 FEE SCHEDULE DESCRIPTION Fee unit DESCRIPTION Fee unit N Section 5. PARK AND FACILITY RENTALS A. Pavilions, Watergarden and Amphitheater Rentals West Guth Pavilion Section 6. PARK AND FACILITY RENTALS A Amphitheater, Pavilions, and Watergarden $ 160.00 per rental Amphitheater- For profit rate $ 425.00 4 hours Key deposit $ 25.00 per rental Amphitheater - Non-profit rate $ 270.00 4 hours Parker Pavilion $ 105.00 per rental Watergarden $ 220.00 4 hours Watergarden $ 220.00 4hours Parker Pavilion $ 105.00 per rental Artesian Park $ 100.00 4hours Salinas Pavilion Rental $ 120.00 per4 hours Amphitheater- For profit rate $ 425.00 4hours West Guth Pavilion $ 160.00 per rental Non-profit rate $ 270.00 4 hours Additional hours (Amphitheater, Watergarden) $ 55.00 per hour Additional hours (Watergarden, Artesian, Amphitheater) $ 55.00 per hour Bayfront Park ($1,000 deposit) $ 2,500.00 4 hours Bayfront Park ($1,000 deposit) $2,500.00 4hours Each additional hour $ 250.00 per hour Each additional hour $ 250.00 per hour B. Cultural Services Room Rentals (Galvan House) Regular Business Hours are Monday -Thursday, 9:00 to 5:00 p.m. Friday, 9:00 a.m.-2:00 p.m., Saturday, 11:00 a.m. to 2:00 p.m. Non -Business Hours are Monday -Thursday, 5:30 -midnight Friday, 2:00 p.m. to midnight; Saturday, 8:30-11:00; 2:00 -midnight and all day Sunday Items marked " require an additional charge of $75 during Holiday Season for decorations. The Holiday season lasts from Thanksgiving through the first week in January. First floor of Galvan House 8 Cultural Services Room Rentals Galvan House - First Floor $ 425.00 4 hours Additional Hours for Rental $ 105.00 per hour Full package: (First floor, Courtyard, Rose Garden Plaza & Kitchen) $ 1,500.00 /B hrs Partial package: (Courtyard, Rose Garden & Kitchen) $ 975.00 /5 hrs Partial package: (Courtyard, First Floor& Kitchen) $ 1,100.00 /5 hrs Partial package: (First Floor, Rose Garden & Kitchen) $ 850.00 /5 hrs $ 500.00 4hours Non-refundable reservation deposit $ 200.00 per event Meeting Rooms $ 110.00 4 hours Bridal Suite $ 110.00 4hours Run/walk- Heritage Park (Plaza Only) $ 265.00 /4 hrs Kitchen $ 420.00 4hours Each additional hour $ 50.00 per hour Rose Garden $ 450.00 4 hours Courtyard $ 750.00 4 hours C The Water's Edge The Plaza $ 400.00 4 hours McCaughan Park $ 200.00 5 hours Non -business hour rentals $ 105.00 evenurentd Additional hour $ 40.00 per hour Full package: (First floor, Courtyard, Rose Garden Plaza & Kitchen) McCaughan Park -Parking Lot $ 95.00 5 hours Additional hour $ 20.00 per hour $ 1,500.00 /8 hrs The Great Lawn $ 650.00 5 hours Partial package: (Courtyard, Rose Garden & Kitchen) Additional hour $ 130.00 per hour $ 975.00 /5 hrs The Great Lawn Parking Lot $ 250.00 5 hours Partial package: (Courtyard, First Floor & Kitchen) Additional hour $ 50.00 per hour $1,100.00 /5 hrs Sherrill Park $ 200.00 5 hours Partial package: (First Floor, Rose Garden & Kitchen) Additional hour $ 40.00 per hour $ 850.00 /5 hrs Old Shoreline Road Bed $ 650.00 5 hours Cultural Services Room Rentals Additional Hours for Rental Additional hour $ 130.00 per hour McGee Beach $ 250.00 5 hours $ 105.00 per hour Additional hour $ 50.00 per hour Change of Dale Fee $ 80.00 per change Entire Park $ 2,000.00 5 hours Change during final two weeks $ 105.00 per change Additional hour $ 400.00 per hour Rehearsal Fee $ 100.00 each Old City Hall Park $ 200.00 5 hours Run/walk - Heritage Park (Plaza Only) Additional hour $ 40.00 per hour 6 265.00 /4 hrs ..Non-profit rate billed at 20%discount Each additional hour $ 50.00 per hour D Festival Fees C. The Water's Edge Heritage Park $ 3,000.00 per day McCaughan Park $ 200.00 5hours Heritage Park Inon-profit festivals] $ 1,500.00 per day Additional hour $ 40.00 per hour Non profit rate $ 160.00 5 hours E Cooking Demonstrations $ 10.00 per person Non profit additional hour $ 35.00 per hour McCaughan Park - Multi Purpose Slab $ 65.00 5 hours G Caterers Additional hour $ 15.00 per hour Food or Alcohol Caterer $ 100.00 yearly Non profit rale $ 50.00 5hours Food and Alcohol Caterer (Combined) $ 150.00 yearly n Non profit additional hour $ 10.00 per hour McCaughan Park- Parking Lot $ 95.00 5hours Section 7. SPECIAL SERVICES Additional hour $ 20.00 per hour A Permits and Miscellaneous Non profit rale $ 75.00 5hours Special Event Application Fee (non-refundable) $ 50.00 per permit Non profit additional hour $ 15.00 per hour Small Special Event Permit (0-500 attendees) $ 100.00 per permit The Great Lawn $ 650.00 5 hours Small Special Event clean-up deposit $ 1,000.00 per event Additional hour $ 130.00 per hour Medium Special Event Permit 000-1000 attendees) $ 200.00 per permit Non profit rate $ 520.00 5hours Medium Special Event clean-up deposit $ 2,000.00 per event Non profit additional hour $ 105.00 per hour Large Special Event Permit (greater than 1,000 attendees) $ 400.00 per permit The Great Lawn Parking Lot $ 250.00 5hours Large Special Event clean-up deposit 54,000.00 per event Additional hour $ 50.00 per hour Beach / Park wedding $ 100.00 per event Non profit rale $ 200.00 5 hours Non profit additional hour $ 40.00 per hour 8 Vendor Permits Sherrill Park $ 200.00 5hours Skatepark $ 350.00 per month Additional hour $ 40.00 per hour Gulf Beach Vendor (Fixed) $ 225.00 per month Non profit rale $ 160.00 5hours CC Beach and McGee Beach (Fixed) $ 150.00 per month Non profit additional hour $ 35.00 per hour CC Beach and McGee Beach (Mobile) $ 50.00 per month Old Shoreline Road Beet $ 850.00 5 hours Inflatable games vendor $ 220.00 Permit Additional hour $ 130.00 per hour Water's Edge Food & Beverage $ 100.00 monthly Non profit rate $ 520.00 5hours Booking perpedestol (Monday - Thursday) $ 15.00 per booking N Non profit additional hour $ 105.00 per hour 10:30am-3:30pm; or McGee Beach $ 250.00 5hours 4:00pm - 9:00pm Additional hour $ 50.00 per hour Booking perpedestol(Friday -Sunday) $ 40.00 per booking 11:00am - 9:OOpm N Non profit rate $ 200.00 5hours Water's Edge Rentals $ 200.00 monthly Mar -Oct Non profit additional hour $ 40.00 per hour $ 75.00 monthly Nov -Feb McGee Beach Pier $ 200.00 5 hours Additional hour $ 40.00 per hour C Labonte Park Non profit rate $ 160.00 5hours 3 -day camping permit for designated holidays: $ 28.00 3 -day permit Non profit additional hour $ 35.00 per hour Easter, Memorial Day, 4th of luly, Labor Day $ 55.00 3 -day permit (RV) Entire Padc $ 2,000.00 5hours Only 2 consecutive permits or 6 days/month Additional hour $ 400.00 per hour Non profit rate $ 1,600.00 5hours D Daily vehicle entry fee $ 3.00 per vehicle/day Non profit additional hour $ 320.00 per hour Entry to community parks for Holiday weekends $ 6.00 per vehicle/weekend Old City Hall Park $ 200.00 5 hours or special events Additional hour $ 40.00 per hour Non profit rale $ 160,00 5 hours Non profit additional hour $ 35.00 per hour D. Festival Fees Heritage Park $ 3,000.00 per day Heritage Park [non-profit festivals] $ 1,500.00 per des Commercial Photographic Session $ 105.00 4 hours Non-refundable reservation deposit (applied to invoice if event is held) $ 210.00 00000.00 E. Historical tour fees Adults $ 10.00 per Person Children (under 12) $ 5.00 per Person F. Cooking Demonstrations $ 10.00 per person G. City percentage of gallery sales 25% H. City percentage from caterer 10% Section 9. SPECIAL SERVICES A. Permits and Miscellaneous Small Special Event Permit (0-500 attendees) $ 100.00 per 00005 Small Special Event clean-up deposit $ 1,000.00 per event Medium Special Event Permit (500-1000 attendees) $ 200.00 per permit Medium Special Event dean -up deposit $ 2.000,00 per event Large Special Event Permit (greater than 1,000 attendees) $ 400.00 per pennit Large Special Event clean-up deposit $ 4,000.00 per event Beach / Park wedding $ 100.00 per event B. Vendor Permits Skatepark $ 350.00 per month Gulf Beach Vendor (Fixed) $ 225.00 per month CC Beach and McGee Beach (Fixed) $ 150.00 per month CC Beach and McGee Beach (Mobile) $ 50.00 per month Vendors for Special Events $ 150.00 per day Inflatable games vendor $ 220.00 Permit 6 Parks and Recreation Department Parks and Recreation Department FY19 Fee Schedule FY20 FEE SCHEDULE DESCRIPTION Fee Unit Security Deposit Water's Edge Food & Bevera e Water's Edge Rentals $ 250.00 $ 400.00 Permit montbly Nar-Od $ 150.00 monthly Nov -Feb $ 200.00 monthly Mar -Oct $ 75.00 monthly Nov -Feb C. Labonte Park - 3 -day camping permit for desi nated holidays • • Easter, Memorial Day, 4th of July, Labor Day Only 2 consecutive permits or 6 days / month D. Daily vehicle entry fee Entry to community Parks for Holiday weekends ors ecial events $ 28.00 3dav permit $ 55.00 3dav permit IRV) $ 3.00 $ 6.00 /vehicle/day /vehicle /weekend DESCRIPTION Fee Unit Parks and Recreation Department FY19 Fee Schedule Parks and Recreation Department FY20 FEE SCHEDULE DESCRIPTION Fee Unit DESCRIPTION Fee Unit Section 8. TENNIS A Annual and Semi -Annual Fees Adult Annual 0 160.00 per/year Adult Semi -Annual 0 110.00 per/6months Youth Annual $ 75.00 per/year Youth Semi -Annual $ 60.00 per/6months Family Annual $ 300.00 per/year Family Semi -Annual 0 160.00 per/6months Non -Resident (3 Month Pass) $ 60.00 per13months B Court Fees Outdoor Open Play (per/player) $ 3.00 per/15hrs Private Lesson (court fee) $ 1.50 per/hrs Semi -Private/ Group Lesson (court fee) $ 1.50 per/hrs Covered Pavilions (HER) Adult Open Play (per/player) $ 7.00 per/151rs Private Lesson 0 4.50 per/hrs Semi -Private/ Group Lesson (court fee) 0 2.25 per/hrs C Lesson Fees Director of Tennis PrivateTennis Lessons 0 60.00 (per/hr) PrivateTennis Lessons 0 45.00 (per/45min) PrivateTennis Lessons 0 30.00 (per/30min) Semi -Private Lesson(per/player) (2 player) 0 30.00 (per/hr) Group Lesson (per/player) (3 player) 0 20.00 (per/hr) Group Lesson (per/player) (4+ player) 0 15.00 (per/hr) Head Pro PrivateTennis Lessons 0 50.00 (per/hr) PrivateTennis Lessons 0 25.00 (per/30min) Semi -Private Lesson (per/player) (2 player) 0 25.00 (per/hr) Group Lesson (per/player) (3 player) 0 18.00 (per/hr) Group Lesson (per/player) (4 player) 0 16.00 (per/hr) Group Lesson (per/player) (5+ player) 0 12.00 (per/hr) Assistant Pro PrivateTennis Lessons 0 45.00 (per/hr) PrivateTennis Lessons 0 22.50 (per/30min) Semi -Private Lesson(per/player) (2 player) 0 22.50 (per/hr) Group Lesso Jper/player) (3 player) 0 15.00 (per/hr) Group Lesson (per/player) (4 player) 0 12.00 (per/hr) Group Lesson (per/player) (5+ player) 0 10.00 (per/hr) 0 League Fees USTA Sanctioned Leagues Adult 18& Over Leagues (2 singles &3 doubles) 0 57.00 per/league match Adult 40& Over Leagues (2 singles &3 doubles) 0 57.00 per/league match Adult 55 & Over Leagues (3 doubles) 0 43.00 per/league match Mixed 18 & Over Leagues (3 doubles) 0 43.00 per/league match Mixed 40 & Over Leagues (3 doubles) 0 43.00 per/league match In -House Leagues Adults 40& Over (without permit) 0 65.00 per/league match Adults 40 & Over (with permit) 0 35.00 per/league match E Facility Rental Fees HER Tennis Center 22max courtsFull ldaymore than 6hrs) $ 600.00 per/rental 22max courts Ha( Ifday less than 6hrs) $ 300.00 per/rental llmax courts (Full day more than 6hrs) $ 300.00 per/rental llmax courts (HalfdaJess than 6hrs) $ 150.00 per/rental Al Kruse Tennis Center 10max courts (Full day more than 6hrs) $ 300.00 per/rental 10max courts (Half day less than 6hrs) $ 150.00 per/rental E Programs, Camps, Workouts HER Tennis Center High Performance Program- 8 Lessons - juniors $ 132.00 per/session High Performance Program- 12 Lesson -juniors $ 198.00 per/session Drop in Fee -High his Program -juniors $ 18.50 each Prep Hlgh Performance Program -juniors 0 84.00 per/session Drop in Fee - Prep lgh Performance Program juniors H 0 11.50 each 10 and under Junior Program 0 54.00 per month Drop in Fee - 10 and under Junior Program 0 8.00 each Mini Munchklns Program -juniors 5-6 0 5.00 each Adult beginner Program - 18+ 0 11.00 each Cardio Tennis - all ages $ 13.00 each Team Workout - adult $ 13.00 each Hot shots program- 12 and under 0 60.00 per/session URT playday- juniors $ 15.00 each Spring Break Camp -juniors 0 75.00 per/session Drop in Fee -Spring Break Camp • juniors $ 19.00 each Back to School Morning Camp 8-18 $ 100.00 per/session Drop in Fee- Back to School Morning Camp 8-18 0 30.00 each N AI Kruse Tennis Center Adult Social Night - 18+ $ 13.00 each Junior Social- 18 and under $ 13.00 each Men's In House League -without permit -40+ 0 65.00 per/session Men's In House League -with permit -40+ 0 35.00 per/session Women' In House League- without permit -40+ 0 65.00 per/session Women' In House League- with permit -400 0 35.00 per/session Summer Camp Peewee's 4-6 Years Old $ 25.00 per/week Summer Camp Chipmunk 7-10 Years Old $ 25.00 per/week Summer Camp Academy Prep 10 and up 0 50.00 per/week Summer Camp Advance Academy 10 and up 0 50.00 per/week N AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 9/17/19 Second Reading Ordinance for the City Council Meeting 9/24/19 DATE: August 23, 2019 TO: Peter Zanoni, City Manager FROM: Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Staff Initiated Unified Development Code Amendments CAPTION: Ordinance amending the Unified Development Code pursuant to the annual review process to allow automated carwashes in Neighborhood Commercial zones with limitations, allow heavy vehicles service as accessory use for vehicle sales with limitations, allow aggregate storage at plant retail with limitations, allow crematorium at funeral homes with limitations, apply above ground fuel storage maximum for water -oriented accessory use to all commercial districts except neighborhood commercial and office neighborhood zones, require a minimum side yard of not less than 10 feet, or less than adjacent lot's front or rear yard for corner lots, allow townhomes in Multifamily 3 Districts, remove minimum site area requirement for townhome district, clarify accessory building structures total square footage limitation of 50% of the main principal structure total square footage, and allow administrative adjustment for minimum setback under certain conditions; and providing for penalty. SUMMARY: The purpose of this item is to modify current zoning district requirements & restrictions to improve overall functionality and efficiency of the UDC through various amendments. BACKGROUND AND FINDINGS: On a continual basis, Development Services reviews the requirements and effectiveness of the standards set by the UDC. As part of the amendment process, public outreach occurred with the UDC stakeholder committee and the Island Strategic Action Committee (ISAC). The proposed amendments were presented to the Planning Commission and received a recommendation of approval. The proposed text amendments are summarized below. • "Automatic Car Washes": This proposed text amendment will allow the "Car Wash, Automated" use by -right within the "CN" Neighborhood Commercial Districts with limitations. Currently, any type of car wash is regulated to the Resort Commercial, General Commercial, Intensive Commercial, Central Business, and Light Industrial Districts. o The limitations that will be imposed are based on the multiple special permits that have been adopted over the past years. The limitations will entail restrictions on noise, lighting, and hours of operation. • "Paint and Body Shops": This proposed text amendment will allow the "Vehicle Service, Heavy" use by -right when the use is an accessory use to a vehicle sales establishment with limitations. Currently, a "Vehicle Service, Heavy" use is regulated to the Industrial Districts as a primary use. o The limitations that will be imposed are based on the multiple special permits that have been adopted over the past years. The limitations will entail restrictions on noise, lighting, and hours of operation. • "Aggregate Storage": This proposed text amendment will allow the "Stockpiling of Sand, Gravel, or other aggregate materials" use by -right when the use is an accessory use to a "plants" retail sales establishment with limitations. Currently, a "Stockpiling of Sand, Gravel, or other aggregate materials" use is regulated to the Industrial Districts by - right and via Special Permit in the "Cl" Intensive Commercial and "BP" Business Park Districts. o The limitations that will be imposed are based on a special permit that has been previously adopted. The limitations will entail restrictions on noise, lighting, screening, and hours of operation. • "Crematoriums": This proposed text amendment will allow the "Crematorium (Human)" use by -right when the use is an accessory use to a "Funeral Home" retail (Personal Service -Oriented) establishment with limitations. Currently, a "Crematorium (Human)" use is regulated to the Industrial Districts. o The limitations that will be imposed are based on the multiple special permits that have been adopted over the past years. The limitations will entail restrictions on hours of operation. • "Above Ground Fuel Tanks": This proposed text amendment will allow the "Above Ground Fuel Tanks" use by -right when the use is an accessory use with limitations. Currently, an "Above Ground Fuel Tanks" use is regulated to the Industrial Districts by - right as a primary use. o Above ground fuel tanks are typically an accessory use and many times are temporary uses. As the tank stores an explosive material, the UDC requires a Special Use Exception (SUEs) to granted by the Zoning Board of Adjustment (ZBA). Ten SUEs have been granted by the ZBA since 2015. The limitation will still require the approval of the Fire Marshall to allow the installation and operation of the above ground fuel tank. • "Side Yard Requirements": This proposed text amendment will adjust the requirements regarding the setback for corner side yards (aka 2nd Street Yards). Currently, the UDC states that the corner side yard may only be reduced to 10 feet if the lot is "back-to-back" with another corner lot. The proposed amendment provides for the following: o Adjacent to another lot's rear yard, but not less than 10 feet and no greater than the required front yard setback of the subject lot. o Adjacent to another lot's front yard, but in no case less than 10 feet and no greater than the required front yard setback of the subject lot. o Adjacent to a property that is unplatted, zoned Farm Rural or is outside city limits, and is at least 10 acres in size, then the requirement is not less than 10 feet, but in no case less than 10 feet and no greater than the required front yard setback of the subject lot. • "Townhomes": This proposed text amendment will allow townhomes by -right in the "RM - 3" Multifamily 3 District and will remove the minimum site area requirement for a townhouse district. An additional text amendment will amend the definition of a Townhouse to clarify the difference between fee simple Tots and condominiums. • "Accessory Buildings": This proposed text amendment will amend the definition of an accessory building to clarify that the total square footage of all accessory buildings combined must be at or below 50% of the total square footage of the principal structure. • "Administrative Adjustments": This proposed amendment provides staff the ability to adjust the minimum street, side, or rear yard beyond 10% of the requirement with concurrent modification of the easement, vacation of the easement or a change in the recorded plat regarding the easement to accommodate the administrative adjustment, or a permit to allow the use of the easement obtained from the City. Currently, the UDC requires that a property may have to seek relief form the Zoning Board of Adjustment (ZBA) to reduce a setback that is tied to an easement closure. ALTERNATIVES: 1. Adjustment of the proposed text amendment language. 2. Denial of the proposed text amendments. FISCAL IMPACT: There is no financial impact associated with this item. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: City Staff and the Planning Commission recommend approval. The Planning Commission recommended approval during a public hearing on August 7, 2019. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending the Unified Development Code pursuant to the annual review process to allow automated carwashes in Neighborhood Commercial zones with limitations, allow heavy vehicles service as accessory use for vehicle sales with limitations, allow aggregate storage at plant retail with limitations, allow crematorium at funeral homes with limitations, apply above ground fuel storage maximum for water -oriented accessory use to all commercial districts except neighborhood commercial and office neighborhood zones, require a minimum side yard of not less than 10 feet, or less than adjacent lot's front or rear yard for corner lots, allow townhomes in Multifamily 3 Districts, remove minimum site area requirement for townhome district, clarify accessory building structures total square footage limitation of 50% of the main principal structure total square footage, and allow administrative adjustment for minimum setback under certain conditions; and providing for penalty. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding this amendment of the City's Unified Development Code ("UDC"); WHEREAS, with proper notice to the public, public hearings were held on Wednesday, August 7, 2019, during a meeting of the Planning Commission when the Planning Commission recommended approval of the proposed UDC amendments, and on September 17, 2019, 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 to the UDC would best serve the public's health, necessity, convenience, and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. UDC Article 4 "Base Zoning Districts", Section 4.5 "Commercial Districts", Table 4.5.2 "Permitted Uses (Commercial Zoning Districts)" is amended by adding the following language that is underlined (added) and deleting the language that is stricken {deleted) as delineated below: P = Permitted Use L = Subject to Limitations SUE = Special Use Exception SP = Special Permit [blank cell] = Not Permitted 7 U CN -2 O .— U N U co U r U N U U— CBD BP Standards Commercial Uses Vehicle Sales and Uses except: PPPPP Car Wash, hand operated or wed L LLPPPLP 5.2.21 Car Wash, Automated L L L LLPPPLP 5.2.21 SECTION 2. UDC Article 5 "Use Regulations", Section 5.2 "Specific Standards", Subsection 5.2.21 "Car Wash, Hand -Operated or Automated" is amended by adding the following language that is underlined (added) and deleting the language that is stricken {deleted) as delineated below: 5.2.21 Car Wash, Hand -Operated or Automated A. A hand -operated or automated car wash shall be permitted in accordance with the use tables in Article 4 provided that -The car wash is not visible from Ocean Drive, Shoreline Drive or the Interstate 37 gateway into the downtown area. B. An automated car wash shall be permitted in the Neighborhood Commercial Districts subject to the following standards: 1. Outdoor lighting of the automated car wash use must abide by all requirements of Section 7.6 Outdoor Lighting. 2. Noise generated by the automated car wash use must be compliant with Section 31-3 of the Corpus Christi Code of Ordinances. 3. The hours of operation of the automated car wash use shall be limited to between the hours of 7:00 am to 9:00 pm. SECTION 3. UDC Article 5 "Use Regulations", Section 5.3 "Accessory Uses and Structures", Subsection 5.3.2 "Specific Accessory Uses and Structures" is adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 5.3.2.H Vehicle Service, Heavy A heavy vehicle service use is allowed by -right as an accessory use to the Vehicle Sales or Leasing Facility use subject to the following standards: 1. Noise generated by the heavy vehicle service accessory use must be compliant with Section 31-3 of the Corpus Christi Code of Ordinances. 2. Outdoor paging, speakers, telephone bells, or similar devices are prohibited. 3. The hours of operation of the heavy vehicle service accessory use shall be limited to between the hours of 7:00 am to 7:00 pm Monday through Saturday. 4. All work must be conducted within an enclosed building. SECTION 4. UDC Article 5 "Use Regulations", Section 5.1 "Use Categories", Subsection 5.1.4 "Indoor Recreation" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below. 5.1.4.1 Vehicle Sales and Service Characteristics: Direct sales of and service to passenger vehicles, light and medium trucks, and other consumer motor vehicles such as motorcycles, boats, and recreational vehicles. Uses classified as Vehicle Service, General involve services provided while the customer waits, same day pick-up of the vehicle or customers leaving a vehicle on-site for less than 24 consecutive hours. Principal Uses Accessory Uses Uses Not Included Alignment shop Auto detailing Auto rental Auto upholstery shop Bicycle and watercraft rental Boat and recreational vehicle sales Camper shell sales and service Car wash, hand -operated or automated Fuel sales Manufactured home sales Repair and service of RVs, boats, and light and medium trucks Tire sales and service Towing service Vehicle sales or leasing facilities (including passenger vehicles, motorcycles and light and medium trucks) Vehicle service, heavy Vehicle service, limited Ancillary indoor storage Associated office Fuel pump and island* Sale of parts Satellite dish antenna under 3.2 feet* Single -bay, automatic car wash Towing Vehicle service, heavy (accessory to a Vehicle Sales or Leasing Facility) Vehicle storage Bus barn (see Warehouse and Freight Movement) Junk, wrecking or salvage yard (see Waste -Related Service) Farm equipment and machinery sales and repair (see Wholesale Trade) Earth moving and heavy construction equipment sales and repair (see Wholesale Trade) Truck sales and repair (heavy load vehicles) (see Wholesale Trade) Vehicle and equipment maintenance facility (see Light Industrial Service) Vehicle parts sales as principal use (see Retail Sales and Service) *See additional standards in Subsection 5.3.2 Page 2 of 8 SECTION 5. UDC Article 5 "Use Regulations", Section 5.3 "Accessory Uses and Structures", Subsection 5.3.2 "Specific Accessory Uses and Structures" is adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 5.3.2.1 Stockpiling of sand, gravel, or other aggregate materials A stockpiling of sand, gravel, or other aggregate materials use is allowed by -right as an accessory use to a Retail Sales and Service, Sales -Oriented "Plants" use as classified in Section 5.1.4.G subject to the following standards: 1. The use of outdoor paging, speakers, telephone bells, or similar devices is prohibited. 2. The hours of operation of the stockpiling accessory use shall be limited to between the hours of 6:00 am to 9:00 pm. 3. A solid screening fence at minimum of six (6) feet shall be installed and maintained to provide a visual barrier around the perimeter of the property. 4. Piles of loose aggregate materials shall be no taller than 6 -feet in height. 5. All loose aggregate materials shall be secured and managed sufficiently to prevent the materials or dust from becoming airborne. An example is watering the materials. 6. The total area used for storage of loose aggregate materials shall not exceed 25% of the total lot area. SECTION 6. UDC Article 5 "Use Regulations", Section 5.1 "Use Categories", Subsection 5.1.4 "Retail Sales and Service" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below. 5.1.4.G Retail Sales and Service Characteristics: Companies or individuals involved in the sale, lease, or rental of new or used products, or providing personal services or repair services to the general public. Principal Uses Accessory Uses Uses Not Included Sales -Oriented: Associated offices Building materials storage and Stores selling, leasing, or renting Caretakers quarters sales (see Wholesale Trade) consumer, home, and business Crematorium (animal) Car wash, hand operated or goods including alcoholic Food preparation and dining automated (see Vehicle Sales beverages, antiques, appliances, art, art supplies, baked goods, bicycles, books, cameras, candy, carpet and floor coverings, crafts, clothing, computers, convenience area Manufacture or repackaging of goods for on-site sale Off-street parking Parking lot/sidewalk sales and Service) Catering service, large- scale (see Light Industrial Service) Catering service, small- scale goods, dry goods, electronic Satellite dish antenna under (see Restaurant) equipment, fabric, flowers, furniture, garden supplies, gifts, groceries, hardware, handicrafts, home improvement products, household products, jewelry, medical supplies, musical 3.2 feet* Stockpiling of sand, gravel, or Greenhouse, wholesale (see Wholesale Trade) Farm stand with retail sale of products produced or harvested on-site (see Agriculture Uses) other aggregate materials (accessory to a `Plants" Retail Sales and Service instruments, pet food and/or pets, pharmaceuticals, photo finishing, picture frames, plants, printed use) Laundry, dry-cleaning, and carpet cleaning plant (see Light Industrial Service) Storage of goods material, produce, sporting goods, stationery, tobacco and related Lumber yard or other building material establishment that products, vehicle parts, and videos sells primarily to contractors Automotive parts sales with no and does not have a retail service bays orientation (see Warehouse Farmers market and Freight Movement) Mailing and stenographic service Restaurant (see Photo -finishing facility Restaurants) Shopping center Wholesale club Page 3 of 8 SECTION 7. UDC Article 5 "Use Regulations", Section 5.1 "Use Categories", Subsection 5.1.4 "Retail Sales and Service" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below. 5.1.4.G Retail Sales and Service Characteristics: Companies or individuals involved in the sale, lease, or rental of new or used products, or providing personal services or repair services to the general public. Principal Uses Accessory Uses Uses Not Included Personal Service -Oriented: Animal grooming Animal hospital Athletic or health club Bank or loan establishment Barbershop Beauty shop Business, driving, martial arts, trade and other commercial schools Cleaning shop not involving bulk or commercial type plants Dance, art, gymnastic or music studios or classes Dry cleaning and laundry drop-off establishments Funeral home Associated offices Caretakers quarters Crematorium (animal) Crematorium (human) taccessory to a Funeral home use) Food preparation and dining area Manufacture or repackaging of goods for on-site sale Off-street parking Parking lot/sidewalk sales Satellite dish antenna under 3.2 feet` Storage of goods Sexually oriented business (see Indoor Recreation) Truck sales and repair (heavy load vehicles) (see Wholesale Trade) Vehicle sales or leasing facilities (including passenger vehicles, motorcycles, light and medium trucks, RVs and boats) (see Vehicle Sales and Service) Vehicle service (see Vehicle Sales and Service) SECTION 8. UDC Article 5 "Use Regulations", Section 5.3 "Accessory Uses and Structures", Subsection 5.3.2 "Specific Accessory Uses and Structures" is adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 5.3.2.J Crematorium (human) A Crematorium (human) use is allowed by -right as an accessory use to a Retail Sales and Service, Personal Service -Oriented "Funeral Home" use as classified in Section 5.1.4.G subiect to the following standards: 1. The hours of operation shall be limited to between the hours of 7:00 am to 10:00 pm. SECTION 9. UDC Article 5 "Use Regulations", Section 5.3 "Accessory Uses and Structures", Subsection 5.3.2 "Specific Accessory Uses and Structures", Subsection 5.3.2.0 "Fuel Storage", Subsection 5.3.2.C.2 "Above -Ground Fuel Storage" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 2. Above -Ground Fuel Storage a) Above -ground fuel storage tanks shall be a maximum of 10,000 gallons in CN and CR districts. for water -oriented uses. b) Specifications and location of any above -ground fuel storage tank is subject to Fire Marshall and Board of Adjustment review and approval, pursuant to Section 3.12. SECTION 10. UDC Article 4 "Base Zoning Districts", Section 4.2 "Measurements", Subsection 4.2.10 "Back -to -Back" is amended by adding the following language that is underlined (added) Page 4 of 8 and deleting the language that is stricken (deleted) as delineated below: 4.2.10 Back -to -Back AA AA e less than ten (10) feet back of the street right of way when such a lot is back to back with another corner lot and not less than the required minimum front yard in every other instance. A. For corner lots backing to an adjacent lot's rear yard, the corner lot street side yard requirement shall be not less than the adjacent lot's rear yard, but in no case less than 10 feet and no greater than the required front yard setback of the subject lot. B. For corner lots backing to an adjacent lot's front yard, the corner lot street side yard requirement shall be not less than the adjacent lot's front yard, but in no case less than 10 feet and no greater than the required front yard setback of the subject lot. C. If a corner lot backs up to a parcel that is (i) unplatted, (ii) zoned Farm Rural or is outside city limits, and (iii) is at least 10 acres in size, then the corner lot street side yard shall be a minimum of not less than ten (10) feet, but in no case less than 10 feet and no greater than the required front yard setback of the subject lot. SECTION 11. UDC Article 4 "Base Zoning Districts", Section 4.4 "Multifamily Residential Districts", Subsection 4.4.3 "Residential Development Standards" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Table 4.4.3.A. Residential Development (Two -Family and Townhouse districts Townhouse DISTRICT Townhouse Min. Site Area (sq. ft.) Min. Lot Area Per Dwelling Unit (sq. Front Access 20,000 2,600 Rear Access 2,200 Shared Parking 1,600 Min. Dwelling Unit Lot Width (ft) Front Access 26 Rear Access 22 Shared Parking 16 Min. Yards (ft.) Street Street (corner) 10 10 Side (single) Side (total) 0 0 Rear 5 Min. Building Separation (ft.) 10 Min. Open Space 30% Max. Height (ft.) 45 C. Townhouses are permitted in the Multifamily 11 a -rid Multifamily 2, and Multifamily 3 zoning districts and shall be developed in accordance with the standards for townhouses in the Townhouse zoning district. Page 5 of 8 Table 4.4.4 Multi -family Housing Types DESCRIPTION ILLUSTRATION Two-FamilyHouse Two attached dwelling units under single ownership, in a single structure and on a single lot (often called a duplex). The two units maybe located on separate floors or side- by -side. 1 I 1 I 1 � . 1 i f J ,, ... ; d , Townhouse Two or more attached single-family units. where the units are lined up in a row and have abutting side walls, individual units may not be mixed vertically. A townhouse development may be platted on e separately owned lots and lots may be sold fee simple or as condominiums or the development may occupy a single lot with the units being leased or sold - " x.: i ; i ! 1 p'�' :nitnit '•:x .411111116.4111111111111.- 2 parcel as condominiums. Apartment One or more structures with three or more units in a single structure on a single lot. An apartment can vary in height and individual units can be mixed vertically. •' ' " -11116, I i %:- -' F..$ I ® Unit5 unit 1 I , #. ®unity SECTION 12. UDC Article 5 "Use Regulations", Section 5.3 "Accessory Uses and Structures", Subsection 5.3.1 "General" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: J. A Detached accessory buildings shall be located behind the front face of the main principal structure and the total square footage of all accessory buildings shall not exceed 50% of the main principal structure total square footage. SECTION 13. UDC Article 3 "Development Review Procedures", Section 3.24 "Administrative Adjustment" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 3.24.1 Applicability A. Administrative adjustments are minor, specified deviations from otherwise applicable development standards as authorized by this Section. Page 6 of 8 B. An adjustment of the minimum street, side or rear yard may extend beyond 10% of the requirement with concurrent modification of the easement, vacation of the easement or a change in the recorded plat regarding the easement to accommodate the administrative adjustment, or a permit to allow the use of the easement obtained from the City. C. B Except as provided in Subsection 3.24.4., the Assistant City Manager shall have the authority to authorize an adjustment of up to 10% of any numerical standard set forth in this UDC. D. C: Developments receiving an administrative adjustment shall comply with all other elements of this UDC not specifically relieved by the administrative adjustment. E. IX Any adjustment greater than what is permitted in this Section shall be reviewed by the Board of Adjustment in accordance with Section 3.25, Variances. F. & All administrative adjustments shall be made in writing in a form approved by the Assistant City Manager of Development Services. Verbal adjustments shall be invalid. SECTION 14. If for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. SECTION 15. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 10 of the UDC and Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 16. Publication shall be made in the City's official publication as required by the City's Charter. SECTION 17. This ordinance takes effect upon publication. Page 7 of 8 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 8 of 8 UDC Text Amendments Unified Development Code (UDC) City Council September 17, 2019 Overview • Purpose: Updating the Unified Development Code (UDC) to streamline development process • Uses/Businesses that require rezonings or Zoning Board of Adjustment action • Reduces the need for Special Permits Special Permits • Automatic Car washes- Allow the "Car Wash, Automated" use by -right within the "CN" Neighborhood Commercial Districts with limitations. • Currently, any type of car wash is regulated to the Resort Commercial, General Commercial, Intensive Commercial, Central Business, and Light Industrial Districts. • Paint and Body Shops- Allow the "Vehicle Service, Heavy" use by -right when the use is an accessory use to a vehicle sales establishment with limitations. Currently, a "Vehicle Service, Heavy" use is regulated to the Industrial Districts as a primary use. • Aggregate Storage- Allow the "Stockpiling of Sand, Gravel, or other aggregate materials" use by -right when the use is an accessory use to a "plants" retail sales establishment with limitations. Currently, a "Stockpiling of Sand, Gravel, or other aggregate materials" use is regulated to the Industrial Districts by -right and via Special Permit in the "Cl" Intensive Commercial and "BP" Business Park Districts. Special Permits • Crematoriums- Allow the "Crematorium (Human)" use by -right when the use is an accessory use to a "Funeral Home" retail (Personal Service -Oriented) establishment with limitations. Currently, a "Crematorium (Human)" use is regulated to the Industrial Districts. • Above Ground Fuel Tanks- Eliminate requirement for approval as a Special Use Exception (SUEs) granted by the Zoning Board of Adjustment (ZBA). Will still require fire marshal approval. Side Yard Requirements — 'Ir t_ .17.SUL' Iti 11111-./1 k 10 ' st 10- —70'- 1.4 o 11o'10Yn�ll X e — (Do . No. 2.1 rW IA . 201•.1, Ames street LIRV ,1 1 E t.Y.N.i 11u`r11,5��� 1' I I l l % i'I11 MI I, ,,111 it s "II If 126443 d Isr r t 25 I 3II ,2.' 14 • Also known as the "Back -to -Back" rule. • For corner lots backing to an adjacent lot's rear yard, the corner lot street side yard requirement shall be not less than the adjacent lot's rear yard, but in no case less than 10 feet and no greater than the required front yard setback of the subject lot. • For corner lots backing to an adjacent lot's front yard, the corner lot street side yard requirement shall be not less than the adjacent lot's front yard, but in no case less than 10 feet and no greater than the required front yard setback of the subject lot. • If a corner lot backs up to a parcel that is unplatted, zoned Farm Rural or is outside city limits, and is at least 10 acres in size, then the corner lot street side yard shall be a minimum of not less than ten (10) feet and no greater than the required front yard setback of the subject lot. Town homes • UDC Section 4.4.3.A • Currently, allowed by -right in multiple districts as a land use. • To apply the "RS-TH" Townhome District standards, the property must be zoned "RS-TH", "RM -1" and "RM -2". Amendment adds "RM -3". • Removal of the minimum site area required. The current requirement is a minimum site area of 20,000 square feet. • Amend the definition of a Townhouse to clarify the difference between fee simple lots and condominiums. • A townhouse development may be platted on a separately owned lots and lots may be sold fee simple or condominiums or the development may occupy a single lot parcel with the units being leased or sold as condominiums. Accessory Buildings • Amend the definition of an accessory building to clarify that the total square footage of all accessory buildings combined must be at or below 50% of the total square footage of the principal structure. • Detached accessory buildings shall be located behind the front face of the main principal structure and the total square footage of all accessory buildings shall not exceed 50% of the main principal structure total square footage. Administrative Adjustments • Provide administrative adjustment for side and rear yard setbacks in conjunction with easement vacation/modification. Planning Commission and Staff Recommendation • Zoning Board of Adjustment — July 24, 2019 • Landmark Commission — July 25, 2019 • UDC stakeholder meeting — July 31, 2019 • Padre Island Property Owners — July 31, 2019 • ISAC presentation —August 6, 2019 • Planning Commission — recommended approval —August 7, 2019 • Staff recommends approval. AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 9/17/19 Second Reading Ordinance for the City Council Meeting 9/24/19 DATE: August 23, 2019 TO: Peter Zanoni, City Manager FROM: Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 State Initiated Unified Development Code Amendments CAPTION: Ordinance amending the Unified Development Code in response to Texas Legislative changes to modify definition of industrial housing, modify historic landmark or Historic Overlay District designation regulations including consent and notice requirements, modify zoning board of adjustment regulations including reducing the time to appeal, and eliminate building material requirements for cottage housing, facades, roofs, and island overlay; and providing for penalty. SUMMARY: To comply with legislative requirements signed by Governor Greg Abbott after the 86th Texas legislative session pertaining to House Bill 1385 — Industrialized Housing, House Bill 2496 — Landmark Designations, House Bill 2497 — Zoning Board of Adjustment (ZBA) and House Bill 2439 — Building Materials. BACKGROUND AND FINDINGS: On a continual basis, Development Services reviews the requirements and effectiveness of the standards set by the UDC. During the 2019 Texas Legislative session, several bills were passed and subsequently signed into law. These newly adopted laws will go into effect September 1, 2019. As part of the amendment process, public outreach occurred with the UDC stakeholder committee and the Island Strategic Action Committee (ISAC). The proposed amendments were presented to the Planning Commission and received a recommendation of approval. The proposed text amendments adjusting the UDC for the newly adopted laws are summarized below. • "Industrialized Housing": This proposed text amendment will remove any height limitation in the definition of industrialized housing (i.e. Modular, Shipping Container Homes, etc.). Currently, any height limitations are based on the zoning district of the property rather than the building type. The new state law was introduced by House Bill 1385 and will become effective September 1St • "Landmark Designations": This proposed text amendment will amend the process of placing a local landmark designation upon a property. Such amendments will include the securing of consent of the property owner to have the property receive a local landmark designation, the supermajority of all voting bodies to designate the property without the property owner's consent, and the requirement that staff must provide the property owner with a statement including the impact of receiving a local landmark designation. Currently, consent of the property owner is optional and a letter outlining the effects of a local historic designation is not required. The new state law was introduced by House Bill 2496 and was effective immediately. • "Zoning Board of Adjustment (ZBA)": This proposed text amendment will require that the City Council approve the rules of the Zoning Board of Adjustment (ZBA). Additionally, the proposed text amendment will reduce the time limit of appealing an administrative decision to 20 days and list the persons eligible to initiate such an appeal. Currently, any person can initiate an appeal of an administrative decision and the specified time limit to file an appeal is 30 days. The new state law was introduced by House Bill 2497 and will become effective September 1St • "Building Materials": This proposed text amendment will remove any requirement relating to the UDC requiring the use of a specific a building material for residential or commercial buildings. Currently, the use of specific building materials occurs within the (- 10) Island Overlay District and Cottage Housing District. Additionally, Section 7.7 of the UDC specifies the design and use of specific materials for commercial buildings over 60,000 square feet in size. The new state law was introduced by House Bill 2439 and will become effective September 1St ALTERNATIVES: None FISCAL IMPACT: There is no financial impact associated with this item Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: City Staff and the Planning Commission recommend approval. The Planning Commission recommended approval during a public hearing on August 7, 2019. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending the Unified Development Code in response to Texas Legislative changes to modify definition of industrial housing, modify historic landmark or Historic Overlay District designation regulations including consent and notice requirements, modify zoning board of adjustment regulations including reducing the time to appeal, and eliminate building material requirements for cottage housing, facades, roofs, and island overlay; and providing for penalty. WHEREAS, effective September 1, 2019, H.B. 1385 removes the height limit for a structure to be classified as industrialized housing and buildings. WHEREAS, effective May 25, 2019, H.B. 2496 (1) prohibits a city that has established a process for designating places or areas of historical, culture, or architectural significance through zoning regulations from designating a property as a local historic landmark unless: (a) the owner of the property consents to the designation; or (b) the designation is approved by three-fourths vote of the city council and the zoning, planning, or historical commission, if any; (2) allows a city to designate a property owned by a qualified religious organization as a local historic landmark only if the organization consents to the designation; (3) requires a city to provide a property owner a statement describing certain impacts that a local historic landmark designation may have on the owner and the owner's property no later than the 15th day before the date of the initial hearing on the designation; and (4) requires a city to allow the owner of a property to withdraw consent at any time during the local historic landmark designation process. WHEREAS, effective September 1, 2019, H.B. 2497 (1) requires the city council to approve rules adopted by the board of adjustment; (2) allows the following persons to appeal to the board of adjustment a decision made by an administrative official that is not related to a specific application, address, or project: (a) a person aggrieved by the decision; or (b) an officer, department, board, or bureau of the city affected by the decision; (3) allows the following persons to appeal to the board of adjustment a decision by an administrative official that is related to a specific application, address, or project: (a) a person who files an application that is the subject of the decision; (b) a person who is the owner of property or representative of the owner that is the subject of the decision; (c) a person who is aggrieved by the decision and is the owner of real property within 200 feet of the property that is the subject of the decision; or (d) any officer, department, board, or bureau of the city affected by the decision; (4) requires that a decision made by an administrative official be appealed to the board of adjustment not later than the 20th day after the date the decision is made; and (5) requires the board of adjustment to decide an appeal described in (4) at the next meeting for which notice can be provided following the hearing and not later than the 60th day after the date the appeal is filed. WHEREAS, effective September 1, 2019, H.B. 2439 provides that: (1) "national model code" means a publication that is developed, promulgated, and periodically updated at a national level by organizations consisting of industry and government fire and building safety officials through a legislative or consensus process and that is intended for consideration by units of government as local law, including the International Residential Code, the National Electrical Code, and the International Building Code; (2) a governmental entity, including a city, may not adopt or enforce a rule, charter provision, ordinance, order, building code, or other regulation that: (a) prohibits or limits, directly or indirectly, the use or installation of a building product or material in the construction, renovation, maintenance, or other alteration of a residential or commercial building if the building product or material is approved for use by a national model code published within the last three code cycles that applies to the construction, renovation, maintenance, or other alteration of the building; or (b) establishes a standard for a building product, material, or aesthetic method in construction, renovation, maintenance, or other alteration of a residential or commercial building if the standard is more stringent than a standard for the product, material, or aesthetic method under a national model code published within the last three code cycles that applies to the construction, renovation, maintenance, or other alteration of the building;(3) a governmental entity that adopts a building code governing the construction, renovation, maintenance, or other alteration of a residential or commercial building may amend a provision of the building code to conform to local concerns if the amendment does not conflict with the prohibition in (2), above.(4) the prohibition in (2), above, does not apply to: (a) a program established by a state agency that requires particular standards, incentives, or financing arrangements in order to comply with requirements of a state or federal funding source or housing program; (b) a requirement for a building necessary to consider the building eligible for windstorm and hail insurance coverage; (c) an ordinance or other regulation that: (i) regulates outdoor lighting for the purpose of reducing light pollution; and (ii) is adopted by a governmental entity that is certified as a Dark Sky Community by the International Dark -Sky Association as part of the International Dark Sky Places Program; (d) an ordinance or order that: (i) regulates outdoor lighting; and (ii) is adopted under the authority of state law; or (e) a building located in a place or area designated for its historical, cultural, or architectural importance and significance that a city may regulate through zoning, if the city: (i) is a certified local government under the National Historic Preservation Act; or (ii) has an applicable landmark ordinance that meets the requirements under the certified local government program as determined by the Texas Historical Commission; (f) a building located in a place or area designated for its historical, cultural, or architectural importance and significance by a governmental entity, if designated before April 1, 2019; (g) a building located in an area designated as a historic district on the National Register of Historic Places; (h) a building designated as a Recorded Texas Historic Landmark; (i) a building designated as a State Archeological Landmark or State Antiquities Landmark; (j) a building listed on the National Register of Historic Places or designated as a landmark by a governmental entity; (k) a building located in a World Heritage Buffer Zone; (I) a building located in an area designated for development, restoration, or preservation in a main street city under the main street program; or (m) the installation of a fire sprinkler protection system; (5) a city that is not described by (4)(c)(i) and (ii)(e.g., a city that is not "dark skies" certified) may adopt or enforce a regulation described by (2), above, that applies to a building located in a place or area designated on or after April 1, 2019, by the city for its historical, cultural, or architectural importance and significance, if the city has the voluntary consent from the building owner; (6) a rule, charter provision, ordinance, order, building code, or other regulation adopted by a governmental entity that conflicts with the bill is void; (7) the attorney general or an aggrieved party may file an action in district court to enjoin a violation or threatened violation of the bill; and (8) the attorney general may recover reasonable attorney's fees and costs incurred in bringing an action under the bill, and sovereign and governmental immunity to suit is waived and abolished to the extent necessary to enforce the bill. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding this amendment of the City's Unified Development Code ("UDC"); WHEREAS, with proper notice to the public, public hearings were held on Wednesday, August 7, 2019, during a meeting of the Planning Commission when the Planning Commission recommended approval of the proposed UDC amendments, and on September 17, 2019, 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 to the UDC would best serve the public's health, necessity, convenience, and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. UDC Article 4 "Base Zoning Districts", Section 4.3 "Single -Family Residential Page 2 of 7 Districts", Subsection 4.3.7.A. "Definition" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 4.3.7. Industrialized Housing 4.3.7.A Definition 1. Industrialized housing is a residential structure that is: a. Designed for the occupancy of one or more families; b. Constructed in one or more modules or constructed using one or more modular components built at a location other than the permanent site; and c. Designed to be used as a permanent residential structure when the module or the modular component is transported to the permanent site and erected or installed on a permanent foundation system. 2. Industrialized housing includes the structure's plumbing, heating, air conditioning, and electrical system. 3. Industrialized housing does not include: a. A residential structure that cxcccds three storics or 49 fcct in hcight as measured from the finished grade elevation at the building cntrancc to the p ak of the roof; b a. Housing constructed of a sectional or panelized system that does not use a modular component; or c b. A ready -built home constructed in a manner in which the entire living area is contained in a single unit or section at a temporary location for the purpose of selling and moving the home to another location. SECTION 2. UDC Article 3 "Development Review Procedures", Section 3.4 "Historic Overlay District or Landmark Designation", Subsection 3.4.2.A. "Staff Review" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 3.4.2.A Staff Review 1 The Assistant City Manager of Development Services shall notify the owner of such property of the proposed designation and shall secure an affidavit from the owner if required, stating his or her their consent to the proposed designation. If the property is owned by an organization that qualifies as a religious organization, the City may only designate the property as a historic landmark or apply the Historic Overlay District if the religious organization consents. The property owner may withdraw consent at any time during the designation process. 2. If the property owner does not consent to the proposed designation, a three-fourths vote of approval is required by the Landmark Commission, Planning Commission, and the City Council. 3. The Assistant City Manager of Development Services shall review the application and, considering the review criteria in Subsection 3.4.3, make a recommendation to the Landmark Commission and City Council. 4. The City must provide the property owner a statement that describes the impact that a historic designation of the owner 's property may have on the owner and the owner 's property. The City must provide the statement to the owner not later than the 15th day before the date of the initial hearing on the proposed designation of the property by the City Council 5. The historic designation impact statement must include lists of the: a. regulations that may be applied to any structure on the property after the designation; b. procedures for the designation; c. tax benefits that may be applied to the property after the designation; and Page 3 of 7 d. rehabilitation or repair programs that the municipality offers for a property designated as historic. SECTION 3. UDC Article 3 "Organizations and Officers", Section 2.4 "Board of Adjustment", Subsection 2.4.4.D "Rules of Proceeding" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 2.4.4.D Rules of Proceeding The Board shall adopt its own rules of procedure with the approval of the City Council, provided that such rules shall not conflict with laws applicable to the Board of or any provisions of the City Charter. SECTION 4. UDC Article 3 "Development Review Procedures", Section 3.27 "Appeal of Administrative Decision", Subsection 3.27.2.A. "Initiation" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 3.27.2.A Initiation Within 30 20 days after the date of administrative decision, an appeal of an administrative decision may be initiated by any person aggrieved by thc administrative decision the person who filed the application that is the subject of the decision, the owner or representative of the owner of the property that is the subject of the decision, a person who is aggrieved by the decision and is the owner of real property within 200 feet of the property that is the subject of the decision, or any official or officer, department, board, or bureau of the City affected by the decision. SECTION 5. UDC Article 4 "Base Zoning Districts", Section 4.7 "Cottage Housing District Regulations", Subsection 4.7.9.F. "Exterior Siding" and Subsection 4.7.9.G. "Alternate Architectural Styles" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 4.7.9.F Exterior Siding Cottage unit siding must be a minimum of 6 inches in width and may be either horizontal or vertical plank siding_, constructed of wood, fiber cement, or vinyl, provided that the Cottage Housing Development is not located in thc Island Overlay District and thc requirements of Subsection 6.4.11.0. for vinyl material usage. 4.7.9.G. Alternate Architectural Styles 1. Proposed alternate architectural design style for a Cottage Housing Development must be consistent and compatible with the materials, appearance, concept, and the remaining standards of this Section. SECTION 6. UDC Article 6 "Special Zoning Districts", Section 6.4 "-10, Island Overlay", Subsection 6.4.11.0 "General Standards, Treatments, and Materials" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 6.4.11.0 General Standards, Treatments, and Materials 1. Building Design All architectural building styles shall be described and controlled by the following design characteristics. The listed provisions within this subsection regarding exterior walls, finishes, siding, and roof materials are design guidelines and are solely recommendations. a. General Massing Page 4 of 7 "General massing" is the predominate shape of the structure with regard to the specific building style. Shopping centers and other large buildings shall be designed to reduce their apparent bulk by dividing the building mass into several smaller -scaled components, including the use of low -scale planters, site walls, variations in roof forms and heights and the lowering of parapets when not needed to screen mechanical equipment. b. Exterior Wall Materials & Finishes Exterior wall materials & finishes visible from public right -of way should shall be consistent with the specific building style. High quality synthetic materials that simulate the original material of a particular building style shall should be considered. Walls should shall be constructed of one or a combination of the following materials with no 4 -foot by 8 -foot sheets of siding allowed. Suggested materials include: i. Stucco; ii. Masonry, brick or stone; iii. Fiber cement siding; or iv. Wood. c. Vinyl Siding Vinyl siding shall should not be used for new construction on properties with street frontage on Park Road 22 or properties located in the Lake Padre Area as indicated on the Vinyl Boundary Map in Appendix C of this Section. In addition, existing development originally constructed with vinyl siding wall material may replace vinyl within the areas designated "vinyl not allowed" on the Vinyl Boundary Map. Where vinyl is allowed for new construction or as a new wall covering to replace existing vinyl siding, the vinyl should shall have the following characteristics: i. Nominal 0.42 mil thickness; ii. 5/8" profile height; iii. Reinforced nail hem; and iv. Designed for 160 MPH wind -load when attached on 16"centers. d. Storefront Glass Storefront glass shall be limited to 15% of a building facade and shall be consistent with the chosen design theme. e. Roof Form and Materials The shape and pitch of the roof shall be specific to the building style. and limited to the following: The following materials are recommended. Table 6.4.11.A Roof Form and Materials Roof Type Materials Metal Standing Seam, 5-V crimp, or corrugated. Unpainted Galvalume finish is preferred. Tile Slate, terra cotta, clay, or concrete tile. Shingles Architectural dimensional composition shingle (the use of 3 -tab shingles is prohibited), or metal. Roof screening All roof top equipment shall be screened from view when viewed from the ground. Page 5 of 7 SECTION 7. UDC Article 7 "General Development Standards", Section 7.7 "Building Design", Subsection 7.7.1 "Purpose" and 7.7.3 "Facades" is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: § 7_7 Building Design 7.7.1 Purpose The purpose of this Section is to provide interest in design, articulation and human scale to the fa9ade of a building. The listed provisions within this subsection regarding exterior walls, finishes, siding, and roof materials are design guidelines and are solely recommendations. 7.7.3 Facades A. All nonresidential street facades should &hall be constructed of the following materials: 1. Masonry including brick, stucco, architectural concrete, fiber -cement siding or stone; 2. Wood; 3. Non -corrugated Metal (for beams, lintels, trim elements and ornaments); 4. Corrugated metal (a maximum of 40% of a primary fa9ade); or 5. Glass B— Asbestos shall be prohibited on all primary facades and mansard roofs. B. G Any side or rear wall facing a street, residential zoning district or public or semipublic area shall consist of the same facing materials as the building front. SECTION 8. If for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. SECTION 9. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1, and Article 10 of the UDC or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 10. Publication shall be made in the City's official publication as required by the City's Charter. SECTION 11. This ordinance takes effect upon publication. Page 6 of 7 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 7 of 7 UDC Text Amendments Unified Development Code (UDC) State Mandated City Council September 17, 2019 Overview • Purpose: Updating the Unified Development Code (UDC) to comply with recent state legislation: • Industrialized Housing • Landmark Designations • Zoning Board of Adjustment Appeals • Building Materials Industrialized Housing • The new state law was introduced by House Bill 1385 and will become effective September 1st • Amendment will remove height limitation in the definition of industrialized housing (i.e. Modular, Shipping Container Homes, etc.). • Height limitations are based on the zoning district of the property rather than the building type. Landmark Designations • The new state law was introduced by House Bill 2496 and was effective immediately. • The owner of the property consents to the designation. Religious structures must have the consent of the organization. • Consent of the designation can be withdrawn at anytime during the designation process. • The designation must be approved by 3/4 of all bodies (Landmark Commission, Planning Commission, and City Council) if owner does not consent to designation. • City must provide the property owner a letter 15 days in advance of the 1St hearing that describes the impact that a historic designation of the owner 's property may have on the owner and the owner's property. Zoning Board of Adjustment (ZBA) • House Bill 2497; Ch. 211 of the Local Government Code (Signed by the Governor and is effective September 1St) • ZBA rules adopted by City Council. • File an appeal of an administrative decision • Person filing an application • Owner/Representative • Person aggrieved within 200 feet • Other Officer/Department/Board • Appeal must be filed within 20 days of the administrative decision. • Appeals must be heard within 60 days of the filing. Building Materials House Bill 2439; Title 10 of the Government Code (Effective September 1St) A governmental entity may not adopt or enforce a rule, charter provision, ordinance, order, building code, or other regulation that prohibits or limits, directly or indirectly, the use or installation of a building product or material in the construction, renovation, maintenance, or other alteration of a residential or commercial building if the building product or material is approved for use by a national model code. Amendment will remove any requirement relating to the UDC requiring the use of a specific a building material for residential or commercial buildings. Currently, the use of specific building materials occurs within the (-10) Island Overlay District and Cottage Housing District. Additionally, Section 7.7 of the UDC specifies the design and use of specific materials for commercial buildings over 60,000 square feet in size. Planning Commission and Staff Recommendation • Zoning Board of Adjustment — July 24, 2019 • Landmark Commission — July 25, 2019 • UDC stakeholder meeting — July 31, 2019 • Padre Island Property Owners — July 31, 2019 • ISAC presentation —August 6, 2019 • Planning Commission — recommended approval —August 7, 2019 • Staff recommends approval. AGENDA MEMORANDUM cOHPONA1EO 1852 First Reading Ordinance for the City Council Meeting of September 17, 2019 Second Reading Ordinance for City Council Meeting of September 24, 2019 DATE: July 9, 2019 TO: Peter Zanoni, City Manager FROM: Jermel Stevenson, Director, Parks and Recreation Department JermelS@cctexas.com 361-826-3460 Amending Code of Ordinances Chapter 36 to Include Blucher Park Designation CAPTION: Ordinance amending Chapter 36 of the City Code to add section 36-14 to prohibit lying down, smoking, vaping, eating, and possessing blankets, pillows, mattresses, cardboard, tarps, sleeping bags, bedding, stoves, cooking devices, shopping carts, wagons, within Blucher Park; changing closing time from 10:OOpm to 8:OOpm for said park; and providing for fines. SUMMARY: Human usage of the park, other than for bird watching, tends to damage vegetation; discourages and/or interrupts the migratory patterns of the birds; and ultimately lessens the ability of citizens to enjoy the park as a bird watching sanctuary. The amendment to Code of Ordinances Chapter 36 would prohibit certain activities and items within Blucher Park to allow the park to thrive. BACKGROUND AND FINDINGS: Blucher Park, located at 100 block of Carrizo Street, is designated as a site on the Corpus Christi Bay Loop as part of the Great Texas Coastal Birding Trail by the Texas Department of Parks and Wildlife. Blucher Park is also a nationally and internationally recognized birding park with unique attributes that attract migratory birds. Blucher Park provides food sources such as pigeonberry (Ruvina humilis) and turkscap (Malvaviscus arboreus) for a variety of migratory birds. Human usage of the park, other than for birding watching, tends to damage vegetation; discourages and/or interrupts the migratory patterns of the birds; and ultimately lessens the ability of citizens to enjoy the park as a bird watching sanctuary. The proposed amendment to the Code of Ordinances, Chapter 36 adds a section 36-14, specifically for Blucher Park to include the prohibition of items (such as blankets, pillows, shopping carts, cooking devices), and behavior (such as lying down, sleeping, eating). A designated park curfew for Blucher Park shall be closed for all purposes at 8:OOpm each day and re -opened for public use at 6:00 a.m. each day. The proposed amended ordinance was presented by the Corpus Christi Police Department at the June 19, 2019 Parks and Recreation Advisory Committee meeting and endorsed by the Committee as presented. The Audubon Outdoor Club of Corpus Christi is an Adopt -A -Park partner for Blucher Park by volunteering in weekly trash and general clean-up of the park and fully endorses the proposed amended ordinance. The amended ordinance was drafted and reviewed by the Parks and Recreation Department and the Corpus Christi Police Department. The Corpus Christi Police Department supports the amended ordinance and will enforce the ordinance at this location. The ordinance will go into effect immediately upon publication. The City of Corpus Christi wishes to preserve this natural resource and attraction for the use and benefit of its citizens and visitors from around the United States and the world. ALTERNATIVES: The alternative is not to modify the Code of Ordinance thus limiting the use of the park by citizens and visitor, continue further deterioration of the vegetation and disrupting the migratory pattern of birds and their environment. FISCAL IMPACT: Blucher Park is a natural resource that is maintained by both Park staff and community volunteers. The benefit of the proposed amendment to the current ordinance would limit the cost of damage and deterioration of the park. Eco -tourism would also be maintained and enhanced by ensuring the natural habit of the birds is not disturbed and visitors would continue to visit our community. There is no fiscal impact for this item. RECOMMENDATION: Both the Parks and Recreation Department and Corpus Christi Police Department recommend the approval of this agenda item. The proposed amended ordinance was presented by the Corpus Christi Police Department at the June 19, 2019 Parks and Recreation Advisory Committee meeting and endorsed by the Committee as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Site Map Ordinance amending Chapter 36 of the City Code to add section 36-14 to prohibit lying down, smoking, vaping, eating, and possessing blankets, pillows, mattresses, cardboard, tarps, sleeping bags, bedding, stoves, cooking devices, shopping carts, wagons, within Blucher Park; changing closing time from 10:OOpm to 8:OOpm for said park; and providing for fines. WHEREAS, Blucher Park is designated as a site on the Corpus Christi Bay Loop as part of the Great Texas Coastal Birding Trail by the Texas Department of Parks and Wildlife; WHEREAS, Blucher Park is a nationally and internationally recognized birding park with unique attributes that attract migratory birds; WHEREAS, Blucher Park provides food sources such as pigeonberry (Ruvina humilis) and turkscap (Malvaviscus arboreus) for a variety of migratory birds; WHEREAS, human usage of the park, other than for bird watching, tends to damage vegetation; discourages and/or interrupts the migratory patterns of the birds; and ultimately lessens the ability of citizens to enjoy the park as a bird watching sanctuary; and WHEREAS, the City of Corpus Christi wishes to preserve this natural resource and attraction for the use and benefit of its citizens and visitors from around the United States and the world. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Chapter 36, Parks, Recreation, Cultural and Leisure Time Activities of the Corpus Christi Code of Ordinances is amended by adding Section 36 - 14, Blucher Park, to read as follows: (a) Items Prohibited. It shall be unlawful for any person to possess the following in any part of Blucher Park: (1) Blankets, pillows, mattresses, cardboard, tarps, sleeping bags, bedding materials, stoves, cooking devices, shopping carts, wagons. (b) Behavior prohibited. It shall be unlawful for any person to engage in the following behavior in any part of Blucher Park: (1) lying down; smoking; vaping; eating; or sleeping. (c) Affirmative Defenses. (1) It shall be an affirmative defense to prosecution pursuant to this subsection (b) of this section that an alleged violator was: (a) lying down because of a medical emergency; or (b) as the result of a disability; or (c) a member of a volunteer organization who is working in the park pursuant to section 36-12. (e) Park Curfew. Blucher Park shall be closed for all purposes at 8:OOpm each day and re -opened for public use at 6:00 a.m. each day. (f) Boundaries. "Blucher Park" is defined as the City owned property outside the street right-of-way, clearly delineated by the City with signage and fencing or other markings as "Blucher Park" within the area between Carrizo Street, Tancahua Street, Kinney Street, and Blucher Street and an extension of Blucher Street between Carrizo Street and Tancahua Street. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment 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 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 4. Fines are as provided in this Section 1-6 of the City Code. SECTION 5. This ordinance shall go into effect immediately upon publication. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca L. Huerta City Secretary Joe McComb Mayor Blucher Park Blucher Park is defined as the 4.6662 acres of undeveloped land located within the boundaries of North Carrizo St., Blucher St., Comanche St., North Tancahua St., and Kinney St. CORPUS CHRISTI PARKS& RECREATION Blucher Park Special Use Ordinance Council Presentation September 17, 2019 Birding Park CORPUS CHRISTI PARKS& RECREATION • Nationally and state recognized • Audubon Society weekend tours during April bird migration • Visitors from 43 states and multiple countries • Habitat needs protection Blucher Park CO R PU a CHRISTI PARKS & RECREATION Birds CORPUS CHRISTI PARKS& RECREATION 104 ,Blue-heade‘ Vireo BIackbCridi Warbler • American Redstart 2 Issues (‘& CORPUS CHRISTI PARKS& RECREATION Issues CORPUS CHRISTI PARKS& RECREATION Issues Ca0 CORPUS CHRISTI PARKS& !RECREATION Audubon Society CORPUS CHRISTI PARKS& RECREATION Weekly report on Feb. 25, 2019 "What was prolific were people lounging around the park with all their stuff piled around them. There were at least 10 people sleeping/lounging in the park. Suitcases, grocery carts, dogs and tarps all visible from the street. My shovel was in use this evening burying piles of human waste all over the park, Birding migration starts soon, therefore we will begin seeing more birding visitors coming to the park." Ordinance I %ak CORPUS CHRISTI PARKS& RECREATION Blucher Park: 1. prohibits certain behavior 2. prohibits taking specific items into the park 3. preserves park as a bird sanctuary Plan CORPUS CHRISTI PARKS& RPCRINATION 1. Pass ordinance for special use as a birding park 2. Install signage at entry points describing special use and listing items prohibited 3. Place more trash cans inside park 4. Install split rail fence on east side to delineate park boundary 5. Police enforcement of ordinance Questions? AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting September 17, 2019 Second Reading Ordinance for the City Council Meeting September 24, 2019 DATE: September 17, 2019 TO: Peter Zanoni, City Manager FROM: Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 Kim Baker, Director of Contracts and Procurement KimB2©cctexas.com 361-826-3169 On Airport Rental Car Concession and Lease Agreements CAPTION: Ordinance authorizing five-year concession and lease agreements for on -airport rental car services with Coastal Bend Rent-A-Car, Inc. dba Avis Rent A Car and South Texas Auto Rental Services, LLC dba Budget Rent A Car; EAN Holdings, LLC, dba Enterprise Rent-A-Car; EAN Holdings LLC, dba, Alamo Rent-A-Car and National Car Rental; Hertz Corporation dba Hertz; and DTG Operations, Inc., dba Dollar Rent a Car and Thrifty Car Rental in consideration for the greater amount of a concession fee equal to 11% of each concessionaire's annual gross revenues or the minimum annual guarantee amount defined in the agreement. SUMMARY: This item is to approve five concession and lease agreements for rental car concessions at the Corpus Christi International Airport (CCIA). These Rental Car companies provide rental car services to the passengers and the public and make it convenient for travelers needing ground transportation to get to their final destinations. The companies lease space inside the Airport Terminal in the baggage claim area to run their operations. CCIA also provides space for lease for the cars to be parked for pickup and to be serviced upon return. BACKGROUND AND FINDINGS: The current Rental Car Concession Agreements expired on September 30, 2018 and the parties have continued on a month to month basis until a new contract could be obtained. Therefore, the CCIA reached out to the Contracts and Procurement Department to issue a solicitation for new contracts. The Contracts and Procurement Department conducted a competitive Request for Proposal (RFP) process and received five proposals. All five proposals were screened for the minimum requirements on a pass/fail basis, and all firms passed. The technical proposals were scored based on the published evaluation criteria for a maximum of 20 points, and after review of the technical scores the pricing was evaluated. The proposer offering the highest Minimum Annual Guarantee (MAG) to CCIA received 80 points, the other responsible proposers received a proportional share of the points based on the proration of their price to the lowest price provided. Based on the outcome of the evaluation, all five proposers are being recommended for concession and lease agreements with the highest scoring proposer receiving their pick of counter space first, and then each subsequent firm picking space in the order of their score. The total of the proposed Minimum Annual Guarantees (MAGs) increased overall from the current contracts. The newly proposed MAGs total $1,375,864 compared to the former MAGs totaling $1,279,868, an increase of $95,996 annually for CCIA. The Concession Fee also increased from 10% to 11%. The Concession or MAG fees actually paid by each concessionaire will depend on the amount of revenue generated each month by their perspective operations. ALTERNATIVES: An alternative is not entering into a five-year concession and lease agreement, for On Airport Rental Car services, with the car rental companies. However, this would mean a loss of service to airport customers. In addition, it would be a loss of revenue annually to the airport for the concession fees. FISCAL IMPACT: This is a concession agreement that will continue to provide revenue of approximately $1,375,864 to the Airport on an Annual basis. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: 4610 Airport Fund 35000 Airport Administration 888 N/A 320310 Auto Rental Concession Staff recommends approval of this ordinance authorizing five-year concession and lease agreements with the car rental companies mentioned -above for on airport car rental services as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Evaluation Matrix Rental Car Concession and Lease Agreements Ordinance authorizing five-year concession and lease agreements for on -airport rental car services with Coastal Bend Rent-A-Car, Inc. dba Avis Rent A Car and South Texas Auto Rental Services, LLC dba Budget Rent A Car; EAN Holdings, LLC, dba Enterprise Rent-A-Car; EAN Holdings LLC, dba, Alamo Rent-A-Car and National Car Rental; Hertz Corporation dba Hertz; and DTG Operations, Inc., dba Dollar Rent a Car and Thrifty Car Rental in consideration for the greater amount of a concession fee equal to 11% of each concessionaire's annual gross revenues or the minimum annual guarantee amount defined in the agreement. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is authorized to execute five-year concession and lease agreements for on -airport rental car services with Coastal Bend Rent-A-Car, Inc. dba Avis Rent A Car and South Texas Auto Rental Services, LLC dba Budget Rent A Car; EAN Holdings, LLC, dba Enterprise Rent-A-Car; EAN Holdings LLC, dba, Alamo Rent-A-Car and National Car Rental; Hertz Corporation dba Hertz; and DTG Operations, Inc., dba Dollar Rent a Car and Thrifty Car Rental in consideration for the greater amount of a concession fee equal to 11% of each concessionaire's annual gross revenues or the minimum annual guarantee amount defined in the agreement. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT COASTAL BEND RENT A CAR, INC. (AVIS) / SOUTH TEXAS AUTO RENTAL SERVICES, LLC (BUDGET) STATE OF TEXAS COUNTY OF NUECES § § This ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipality ("CITY"), acting through its Director of Aviation ("Director"), and Coastal Bend Rent-A-Car, Inc., a Texas corporation, (doing business as Avis Rent A Car) and South Texas Auto Rental Services, LLC, a Texas limited liability company (doing business as Budget Rent A Car) operating under the laws of the State of Texas (collectively, the latter two parties being referred to as "CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: ARTICLE I. TERM The term of this Agreement is five years, effective October 1, 2019, and ending at midnight on September 30, 2024, unless sooner terminated as provided in this Agreement. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. ARTICLE II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE A. CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts, the privileged right and obligation to conduct and operate an on -Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company at the Airport regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non -chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self -haul (such as U-HauITM), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motor vehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. B. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons. The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. Notwithstanding the foregoing and in recognition of the staff time, resources, and expenses incurred by the CITY in undertaking a solicitation and lease of this nature, any rental car concession operator who was an incumbent on or within the six-month period immediately preceding the date of the Page 1 of 33 CITY'S City Council approval, by ordinance, of the execution of this Agreement and who chose not to participate by submitting a proposal or, if submitted, had the proposal rejected by CITY as incomplete or nonresponsive, will not be afforded an opportunity to locate on -Airport until the expiration of 24 months following the effective date of this Agreement, such opportunity and ability to locate on or after that time period being subject to an award of concession privileges and the grant of a lease by the CITY'S City Council. C. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on -Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated terminal counter/office space, terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined by the minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on -airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement, then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on -airport rental car concessionaire. ARTICLE III. LEASED PREMISES A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted in Exhibits "A" and "B" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "C," "D," and "E" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits A, B, C, D and E, and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned by the Director and subject to reallocation and reassignment during the term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. The Director's decisions in administering this Agreement shall be reasonably applied with due regard to the rights of the parties hereunder. C. Terminal Space — Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area are leased to CONCESSIONAIRE as follows: Page 2 of 33 1. Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about October 1, 2019, based upon the initial minimum annual guarantee ("MAG') amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on - Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office, and queuing space are shown in Exhibit A. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office, and queuing spaces are deemed exclusive use areas. The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equal to 100% of the applicable annual signatory airline square footage rate, regardless if Concessionaire operates under a single brand or dual brands, multiplied by the total square footage shown in Exhibit A for terminal Terminal Counter/Office Space # 3 occupied by CONCESSIONAIRE, such area totaling approximately 595.39 square feet, to be paid in equal monthly installments. The Terminal Counter/ Office Space rent is due on or before the 1st day of each month beginning October 1, 2019. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lot will be made by the CITY on or about October 1, 2019, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will be allocated not less than 10 ready/return spaces. The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is not a subsequent allocation date. Exhibit B depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting Page 3 of 33 CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit B as if such list were set out here in this Agreement. 2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces; Sales Tax. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $25.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The Parking Spaces rent is due on or before the 1st day of each month beginning October 1, 2019. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and,such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE; provided, however, that any change in the Parking Spaces monthly rental rate shall not exceed an increase of more than $2 per individual parking space. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. 4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE shall be reallocated in the event that at least one rental car concession operator had a market share percentage point change that would result in an increase or decrease of at least 10 Parking Spaces for that rental car concession operator for the immediately preceding 12 -month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement) during the immediately preceding 12 -month period divided by (ii) the sum of the Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12 -month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit B as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot Signage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director, which approval shall not be unreasonably withheld or delayed. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. A sample numbered parking space sign and its associated sign pole are shown in Exhibit B. E. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1. Allocation of QTA Facilities: Location. The selection and allocation of QTA facility space, to include office/admin and shop/maintenance spaces (referred to as "Area 1") and queuing and parking lanes (referred to as "Area 2") (collectively, the "QTA Space"), will be made by CITY on or about October 1, 2019, as follows: Area 1's selection is based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators; and Area 2's allocation is based on the initial percentage allocation of the terminal ready/return spaces to CONCESSIONAIRE. With regard to the selection of Area 1 space, the rental car concession operator who submitted the highest MAG will choose their preferred Area 1 location first; the operator who submitted the second highest MAG will Page 4 of 33 choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing Area 1 location. Regarding the allocation of Area 2 space, the portion of Area 2 initially allocated to CONCESSIONAIRE will be determined after the entirety of the Area 2 vehicle area has been allocated to all rental car concessionaires, and Area 2 shall be reallocated proportionally among all rental car concession operators following the second full year of the Agreement pursuant to the terminal ready/return parking space reallocation set out in Article III.D.4. The foregoing notwithstanding, consideration may be given by CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit C depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific selected and allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S selected QTA Area 1 location (office/admin and shop/maintenance) is deemed an exclusive use area. The walkways; sidewalks; fueling stations and lanes; the car wash bays; employee parking areas; vehicle queuing and parking lanes (Area 2); and the ingress and egress to the QTA facility are deemed publicicommon use areas. The queuing lanes, as depicted in Exhibit C, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of $7.35 per square foot for office/admin space, such area being 850 square feet as shown in Exhibit D, for a total annual amount of $6,247.50, paid in equal monthly installments of $520.62, with the last month's installment being $520.68. CONCESSIONAIRE shall pay to CITY an annual rental rate of $5.65 per square foot for shop/maintenance space, such area being 775 square feet as shown in Exhibit D, for a total annual amount of $4,378.75, paid in equal monthly installments of $364.89, with the last month's installment being $364.96. CONCESSIONAIRE shall pay to the CITY an annual rental rate of $0.40 per square foot for the CONCESSIONAIRE'S allocated portion of Area 2, such vehicle area being a portion of the queuing lanes and parking lanes shown in Exhibit C. CONCESSIONAIRE shall pay to CITY the pro rata share of Area 2's vehicle area assigned to CONCESSIONAIRE. The QTA Space rent shall be paid by CONCESSIONAIRE an or before the 20th day of each month beginning October 1, 2019, in equal monthly installments, with the last month's installment being the adjusted amount necessary to complete the full annual amount due. The annual QTA Space rent is based on the amounts shown in the Airport's third -party appraisal report. Rental rates for all Airport real properties are adjusted on a five-year cycle and are based on a fair market appraisal conducted by the City. The next appraisal is scheduled to be completed on or about August 23, 2023. The City reserves the right to adjust the rent in accordance with (i) reallocation that occurs pursuant to Article III.D.4, (ii) with the next appraisal report, or (iii) Federal Aviation Administration ("FAA") requirements. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. ARTICLE IV. GUARANTEED CONCESSION REVENUES A. Concession Fee. In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee ("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage") or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. For the second and subsequent years of the Agreement, the Concession Fee is defined to be the Required Percentage or the adjusted MAG amount ("Adjusted MAG"), whichever is greater. Page 5 of 33 The Adjusted MAG is defined to be an amount equal to 85% of the previous year's total payments of the Concession Fee paid to CITY, but in no case will the Adjusted MAG amount ever be lower than the first year's MAG amount submitted by CONCESSIONAIRE in the RFP and accepted by CITY. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is $ 227,160.00. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Concession Fee Due; Remittance. On or before the 1st day of each month of this Agreement, CONCESSIONAIRE, without notice or demand, shall pay a monthly installment equal to 1/12th of the annual MAG amount or Adjusted MAG amount, as may be applicable pursuant to paragraph A above. CONCESSIONAIRE, without notice or demand, shall remit to CITY, on or before the 20th day of each month, beginning the second month of this Agreement, the excess, if any, between the monthly installment of the MAG or Adjusted MAG, as applicable, paid for the preceding month and the Required Percentage due for such preceding month. Payment of the Required Percentage amount will be determined and is based upon the Gross Revenues of the CONCESSIONAIRE for the immediately preceding month. C. Monthly Gross Revenues Statement; Due Date; Late Fee. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall provide CITY with a certified statement detailing CONCESSIONAIRE'S Gross Revenues, CONCESSIONAIRE'S transaction information, and any other data and information for the preceding month as may be required by the CITY, with such statement required to be signed by a responsible manager of CONCESSIONAIRE attesting to the accuracy of the data and information presented ("Gross Revenues Statement"). A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit "F," the content of which is incorporated into this Agreement as if set here in its entirety. If any Gross Revenues Statement is not received on or before the date due, CONCESSIONAIRE shall pay an administrative late fee of 15% of the pro rata Concession Fee due for that month or $500.00, whichever is greater. D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere at the Airport including, but not limited to, the Airport's terminal, fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues. All revenue is included in Gross Revenues unless specifically excluded by this Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and Mileage. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Intentionally left blank. 3. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 4, Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 5. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects Page 6 of 33 insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; 6. Waivers. Fees and charges for all types of acceptance of insurance waivers or Toss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 7. Upgrades, Exchanges, and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter -city, or special surcharges and similar fees; 8. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation, Wi-Fi, satellite services, and sound systems; 9. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement (GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 10. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 11. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 12. Operating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 13. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. E. Gross Revenues — Excluded. Unless revenues from CONCESSIONAIRE'S rental car business are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions, such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIONAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law ("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five (25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four -hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee" or "airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Page 7 of 33 Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Damages/Loss/Conversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or loss or conversion of, vehicles rented to customers at the Airport, whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however, that any discount, dividend, rebate, or other reduction in charges applied retroactively (Le., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE (e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red light tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers (related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. F. Gross Revenues — Prohibited Reductions. CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out -of -Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no charge -backs of bad debt permitted). G. Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for any year of this Agreement exceeds the greater of (i) the MAG applicable to such year or (ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set-off or off -set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG or Adjusted MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. Page 8 of 33 H. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments, the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. ARTICLE V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City, such program being enacted pursuant to Ordinance No. 028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 201h day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental car transactions originating at the Airport during the preceding month. As of the effective date of this Agreement, the CFC rate amount is $3.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective June 5th of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 30 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship; Segregation. All CFCs collected by CONCESSIONAIRE are and shall be funds held by CONCESSIONAIRE in trust for the CITY for the benefit of the Airport and recognizing the third - party beneficiary status of any holders of any debt obligations issued by the CITY for the benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature. The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report by February 1, 2021, for the period beginning October 1, 2019, and ending September 30, 2020, containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. Subsequent annual reports shall be submitted by CONCESSIONAIRE each February 1 of the following calendar year for the same successive CFC collection measurement period from October 1 through September 30. The initial annual report and each subsequent annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. F Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additional fee at the times and in the same manner as CFC fees are to be paid as required by the terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additional fee among all concessionaires operating a rental car concession at the Airport based on their pro rata share) that shall be sufficient to provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." Page 9 of 33 G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City -incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations (and any other pecuniary obligation) issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs, fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entity without a municipal public purpose and benefit being provided for and accomplished. ARTICLE VI. OTHER CONCESSION -RELATED FEES AND CHARGES A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel to provide security as required by current and future FAA mandates for the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $1 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. B. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTA for all vehicles used as rental vehicles at the Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized fuel management system will track fuel dispensed to CONCESSIONAIRE. Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on percentage of flowage from the fuel system if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon (including all applicable taxes, surcharges, delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus $0.10 per gallon for oil and $0.07 per gallon for fuel (collectively, the "Fuel Charge"). CITY shall invoice CONCESSIONAIRE monthly for the Fuel Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the Fuel Charge due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 5th day of each month. On or before the Page 10 of 33 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed, allocated oil and fuel shortage/variation amounts, and Fuel Charges. 4. Failure by CONCESSIONAIRE to pay one or more Fuel Charge invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. If CONCESSIONAIRE desires to pay any Fuel Charge invoice by credit card, all additional costs incurred by CITY and associated with processing the credit card payment (which are, at the time of execution of this Agreement, approximately 3% of the total amount) will be added to the invoice and must be remitted to CITY in addition to the invoiced payment due. 6. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA) will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security deposit when Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5) working days of written notice of draw down. 7. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual (such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 8. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. ARTICLE VII. GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, including the number of rental car transactions, date and time of each rental car transaction, the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities Page 11 of 33 of CONCESSIONAIRE conducted or engaged in as part of this Agreement. The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITY within 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental -related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion, through direct or indirect means, of Concession Fee revenue from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination by the Director that the CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due; Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement (whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITY which is not, or has not been, paid by CONCESSIONAIRE when due shall bear interest at the rate of 10% per annum or $500.00, whichever is greater, and accrued interest shall be remitted by CONCESSIONAIRE at the same time such overdue amounts are paid plus any applicable late fees as may be specified in this Agreement. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing, shall not be construed as a waiver or forfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due; Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describe the basis for such dispute in writing and submit it to the CITY along with the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement, or any increase in a rental rate, CFC rate, or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. G. Accrued Fees; Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect (including any holdover period) and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. Page 12 of 33 H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD & POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. ARTICLE VIII. FINANCIAL BOOKS AND RECORDS; AUDIT; YEAR END REPORTS A. Financial Books and Records; Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at any time by a Certified Public Accountant ("CPA") selected by the CITY. If the CPA'S report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an under -reporting penalty of 50% of the total amount due. In all other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year End CPA Statement and Opinion. CONCESSIONAIRE shall employ, or contract with, an independent CPA who shall furnish, within 90 days after the close of each contract year of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscal year. Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of $200.00 for any fraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. ARTICLE IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: 1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of, other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such improvement, CONCESSIONAIRE shall submit Page 13 of 33 the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY shall not be unreasonably withheld or delayed. 2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non -illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. 3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures, furniture, and equipment that may have been installed in or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant to paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY as a result of removal are solely the responsibility of CONCESSIONAIRE 4, The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not compromised. B. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods during each day and such days during each week as may be necessary to meet the reasonable demand for CONCESSIONAIRE'S services to the traveling public. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and in clean, neat, and attractive condition both inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to park their personal vehicles in parking lots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. Page 14 of 33 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 10. To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation, which approval shall not be unreasonably withheld or delayed, and, after installation, that all such signs are kept in a good, clean, and well-maintained condition. 11. To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage in the staging of rental cars in front of the terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the terminal building and towed away (by a company of the CITY'S choosing), to remit in full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12. To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITY for all such repairs charged back to CONCESSIONAIRE. 13. To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless if short term, long term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or if any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off -Airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, or visitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company, who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 14. To ensure that its employees and personnel under its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and only wash and service those cars designated to be rented in on -Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii) mechanical work of the vehicle's operating systems; (iv) any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on -Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. Page 15 of 33 15. To conduct service and maintenance work on allowable cars at the QTA within the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16. To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRES stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that any fines, penalties, or fees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify (a) the Director, (b) the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours. The rights and obligations set forth in this section survive termination of this Agreement. 17. To take all steps necessary to ensure that no waste, substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment, including to the drainage systems, soils, ground water, subsurface 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. The rights and obligations set forth in this section survive termination of this Agreement. 18. To dispose of all non -hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19. To properly dispose of or recycle all waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20. To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that it uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21. To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. Page 16 of 33 22. To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Director while at and on the Airport and its facilities, runways, taxiways, and streets that are required or necessary for the safe and efficient management, operation, or use of the Airport. 23. To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities for the QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance other than what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24. To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (1) heavy vehicle maintenance, (ii) storage of any vehicles used in conjunction with any off -Airport rental car concession, and (iii) storage of out -of -service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25. To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses, certifications, and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26. To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 27. To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28. To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA, withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of any tax within 10 days after the City Manager's written request for the same. Page 17 of 33 ARTICLE X. CITY'S GENERAL RIGHTS AND OBLIGATIONS A. CITY reserves the right: 1. To authorize off -Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off -Airport location and to prohibit any such personnel of an off -Airport authorized rental car concession to conduct its business within the terminal building. 2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two -hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including, without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction) over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re -bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so), subject to Article II.C. of this Agreement. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then -current on -Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. B. CITY covenants and agrees: 1. To operate the Corpus Christi International Airport as a public airport during the term of this Agreement, subject to the assurances given by CITY to the United States Government. 2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on -Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, including the fueling facility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements for the QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Page 18 of 33 including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas, with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. To coordinate with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that not specified here are reserved to it. ARTICLE XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere in this Agreement, the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in any way relating to the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by or through CONCESSIONAIRE or with CONCESSIONAIRE'S permission or acquiescence. ARTICLE XII. UTILITIES A. CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity, water, wastewater, and gas in the QTA, with payment for these services being included in the monthly rental amount of the QTA Space. B. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and Internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subject to the prior written approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator, Airport tenant, Airport operations of any nature, or CITY. C. In cases where CITY furnishes and/or delivers natural gas, electricity, water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose Page 19 of 33 of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. ARTICLE XIII. OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupying the Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual"). The Operations Manual is subject to written amendment by the Director throughout the term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current master version of the document will be kept on file in the Director's office. ARTICLE XIV. MAINTENANCE OF CONCESSIONAIRE'S LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "G," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit G in good order and repair throughout the entire term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully and fully maintained by CONCESSIONAIRE in accordance with Exhibit G, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. ARTICLE XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. Page 20 of 33 CITY shall provide advance written notice to CONCESSIONAIRE regarding the date of relocation and identify whether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRES Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE -provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRES employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. ARTICLE XVI. UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however, that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that they will remain untenantable for more than 60 days, the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, if the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self -installed improvements, furniture, furnishings, equipment, or expendables. Page 21 of 33 F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall in all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed, furnished, and used at the time of execution of this Agreement. if CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY, or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. ARTICLE XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that, notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part, without the prior written approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the prior written consent of CITY'S City Council. CITY may not withhold its approval unreasonably. C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY -approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. ARTICLE XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period; rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then -current rents, fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement, with the MAG amount for each holdover month represented as 1112th of the Adjusted MAG from the fifth year of the Agreement, as established in Article V.) Any holdover by CONCESSIONAIRE without the express consent of the CITY, shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including in the calculation of the Concession Fee). B. The CITY may decide, but is not obligated to allow, CONCESSIONAIRE to holdover on the Leased Premises following the expiration of the term of this Agreement. In making its decision whether to allow such a holdover, the CITY may consider any circumstances impacting services and the Airport including, without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in less or greater revenue to the CITY; Page 22 of 33 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer, the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE, the CITY agrees not to enter into any new on -airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30 -day period following CITY'S offer, if any, of a holdover tenancy, the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1. furnish a sufficient Concession bond and maintain adequate insurance coverage; 2. provide defense, indemnity, and liability protection to the CITY; and 3. provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. ARTICLE XIX. SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold Page 23 of 33 interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result in a proportionate abatement of rent as of the date the recapture is effectuated. B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any other fees and charges applicable solely to the affected Leased Premises. ARTICLE XX. NONDISCRIMINATION; AFFIRMATIVE ACTION A. Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in 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, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements . C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the court's decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub -organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub -organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Page 24 of 33 ARTICLE XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A, In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or "Lessee" included in this article also means and includes CONCESSIONAIRE. Any reference to "Contract" or "Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. B. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); • • 49 CFR part 21 (Non-discrimination in Federally -assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); • • Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 –12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Page 25 of 33 • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). B. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. C. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. D. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, 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 will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor Page 26 of 33 becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. F. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. G. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53. Page 27 of 33 ARTICLE XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resulting from any accidents or incidents occurring on or about the roads, driveways, or other places used by CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "H," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. ARTICLE XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, `INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. B. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receiptof same. ARTICLE XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts Page 28 of 33 the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. ARTICLE XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; 3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTA facility, or at the Airport for a period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10 - day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. ARTICLE XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Page 29 of 33 ARTICLE XXVII. NOTICES - GENERAL A. Unless otherwise specified, all notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by (2)(a) facsimile transmission, with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: Corpus Christi International Airport Attn: Director of Aviation 1000 International Drive Corpus Christi, TX 78406 Phone: (361) 289-0171 Fax: (361) 826-4551 When to CONCESSIONAIRE: Coastal Bend Rent A Car, Inc. and South Texas Auto Rental Services, LLC Attn: Victoria M. Anderson 226 S. Tancahua Corpus Christi, TX 78401 Phone: (361) 883-5108 ext 230 Fax: (361) 882-9241 B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail. The date of the certified mailing takes precedence and controls over the date of any other form of notice. C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formal written notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Except for an email pursuant to Article X(A)(2), informal email communications shall not constitute written notice pursuant to this Agreement. ARTICLE XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHT TO AMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without any further obligation on part of CITY to CONCESSIONAIRE. B. If the Federal Aviation Administration (-FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. ARTICLE XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscal year of CITY, which fiscal year ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. ARTICLE XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force majeure. "Force Majeure" for Page 30 of 33 the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain), fire or other casualty, acts of the public enemy, terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. ARTICLE XXXI. NO THIRD -PARTY BENEFIT No provision of this Agreement creates a third -party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third -party beneficiary, under any laws or otherwise. ARTICLE XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i) the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or (iii) by their nature would be intended to be applicable following the termination or expiration of this Agreement. ARTICLE XXXII!. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. ARTICLE XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of CITY. ARTICLE XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. ARTICLE XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, along with their attachments, if any; next, the City's Page 31 of 33 issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City -issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. ARTICLE XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement. There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. ARTICLE XXXVIII. JOINT AND SEVERAL LIABILITY Coastal Bend Rent-A-Car, Inc., and South Texas Auto Rental Services, LLC, are co -tenants and co -concessionaires pursuant to this Agreement. As such, City may elect to recover from either Coastal Bend Rent-A-Car or South Texas Auto Rental Services the full amount of any collective liability of the CONCESSIONAIRE under this Agreement for personal injuries, property damage, or any act or omission pertaining to any concession/lease obligations, duties, or responsibilities that may arise or occur and which may be attributable, directly or indirectly, to this Agreement between all parties, and City may bring a separate action against either party or both parties with respect to any such liabilities. IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Date - Approved as to legal form: Assistant City Attorney for Miles Risley, City Attorney CONCESSION: (AVIS) Signature C Peter Zanoni City Manager Date: vow Printed Name: I4.4?:DYI4 M . i Y1A42��0111 Title: t CS4c-PX`‹-'` $(13, icl Date: CONCESSIONAIRE (BUDGET) Signature: Printed Name: v Ir`f ori. M Title. Date- 3Z1\311C1 Page 32 of 33 ATTACHED AND INCORPORATED EXHIBITS: Exhibit A — Terminal Counters/Offices Exhibit B — Terminal Ready/Return Parking Lot Exhibit C — Quick Turnaround Facility (QTA) Exhibit D — QTA Office/Maintenance Areas Exhibit E — QTA Fuel/Wash Bay/Support Areas Exhibit F — Monthly Gross Revenues Statement Exhibit G — Maintenance Matrix Exhibit H — Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL Page 33 of 33 r • r IN W H z 0 O z jW 0 0LL LL 0 W U z H z W -J J I0 W 0 1 0 T W 0) JC F tl U Approved by: CARL GROSS 0 07-15-2019 To N NOT TO SCALE LL In W O V in u. in LI - WN 0 '2 :T. in o^ li. in u - N O h W LT.. LL 0 • COUNTER 2 T W 1- 0 z W a N W W 0 V VU V u o n m m V V V y V 0 0 0 0 0 r N L • R -A -C LEASE Exhibit A ! I MIA 2 L Y F -JA o0 r M X W O CC 140 o14 U 1- "V! RED SPACES SITE PLAN n V d 0 0 a 0. CARL GROSS 07-25-2019 to NOT TO SCALE R.AC LEASE Exhibit B a) E ra z w LL 0 z W W J Total Parking Capacity 0 Total Employee Parking C') Loading Area Parking Lanes Ce) TOTAL AREA 0 Z i, U. U N in of yr v) N ui '0 N. N — r - Y N N -- N 12 Common Fuel Positions c o u u 0 E 8 0 o °i E U 0 ro in U N Maintenance Boy Support/Storage w 0 1- 80,954.25 SF Front Parking Lanes 15,200.00 SF Rear Parking Lanes O M n h CO al 0 c E yw a -6 Q co _ Q -O ,... O N o m d Z 8 ^ & a w., n a in n w 0 fV oD Co) z W ❑ 0 .0 a 0 0 Z ❑ w w In ❑ w a w 0 a v 0 n O. N 07-15-2019 NOT TO SCALE CORPUS CHRISTI INTERNATIONAL AIRPORT ID a 41 ID tn0 V H � no' E W E W 0 z Lv H V D QTA LEASE Exhibit C ar E 0 z LL ftiftWINL � I 0- 0 0 0-- o-- 4 FUEL POSITIONS • • { i O -0 0 r. 0- - 0-- 0-- 0-- 0 0- 0- a, 4 0- u_ u u_ w LL z N N NN N N. ^ � t N. n n n Z c— Lt. U— tL u_ O 0 O O O Q o 01 co c0 cO Z J 5 z 0 0 J LL Enterprise Office/Maint. :es Alamo/National Avis/Budget Office/Maint. J Dollar/Thrifty Office/Maint. Hertz Office/Maint. Q� Iu ra V a CORPUS CHRISTI INTERNATIONAL AIRPORT d 0 To triv NOT TO SCALE OTA LEASE Exhibit D ut. AIRPORT O Exhibit E QTA Fuel/ Wash Bay/Support Areas ccco acri FUEL POSMONS ! -------0 } FUEL POSITIONS C) FLOOR PLAN P z 0 5 m o CO E E o o E E N C1 0 e, U O 40. 7 1 0 v 0 V c` 0 0 W W a LL 8 tit w >C w NOT TO SCALE L E ro d V� V Cr! A RENTAL CAR MONTHLY REVENUE REPORT CITY OF CORPUS CHRISTI - AVIATION DEPARTMENT 1000 INTERNATIONAL BLVD. - ADMINISTRATION OFFICE ATTENTION: ACCOUNTS RECEIVABLE, CORPUS CHRISTI, TX 78406 COMPANY: LOCATION: Business Period: (ie., mm/yyyy) Exhibit F Gross Revenues: Time & Mileage Charges & Fees Recoupment of Airport Concession Fees Vehicle TTL/ Registration Recoupment Fees All Fuel Charges & Services (Prepay, Refuel, Service Charges, etc.) All Insurance Sales All Damage Waiver Charges (LDW, CDW, PDW, etc.) Other Vehicle Charges (One Way or inter -city Fees, Exchanges, Upgrades, etc.) Additional Equipment, Communication & Technology (car seats, racks, radios, phones, navigation, Wi-Fi, satellite, etc.) Misc & Other Optional Charges (Add'I Drivers, Cleaning, Towing, Frequent Flyer, GARS, Carbon Offset, etc.) Contracted Services with Other Airport Concessionaires, Users or Third Parties Customer Facility Charges (CFC's) Airport Security Fees Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages/Loss Operating Costs Recovered All Other Fees, Charges, Receipts, Revenue, Compensation not included above Total Gross Revenues: $ - (1) Allowable Exclusions: Customer Facility Charges (CFCs) Airport Security Fees Tickets/Fines/Towing Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages allowed/Loss Customer Discounts at time of rental Total Allowable Exclusions: Gross Revenues After Allowable Exclusions [Line (1) less Line (2)] Concession fee: [Line (3) x 1196, or .1.1] Monthly Minimum Annual Guarantee: Has this month's MAG been paid prior to the submission of this report? Y/N Less: Applicable Minimum Payment (monthly MAG payment) if paid prior to report: Adjustments: Applicable credits, etc. (Explain below in Comments) $ $ - (2) $ $ $ - {4) - 15) - (6) Comments: Concession Fee due City with Report: [Line (4) Less lines (5), (6)] $ Additional Information (Required) Total CFCs Collected for the month: Total Security Fees for the month: Total Rental Transactions for month: Total Rental Transaction Days for month: The undersigned hereby certifies that this report is a true, accurate and complete statement of Company's Gross Revenues and Allowable Exiusions in accordance with the terms on the Airport Rental Car Concession and Lease Agreement as amended, for the month reported. Prepared by (print): Manager Name (print): Prepared by Signature: Manager Signature Title: Title: Date Signed Date Signed **Please attach transaction information via Excel or .CSV format with this report to CCIA staff** w V z a z w 1- z z z a z 0 w 0 0 IxO K w J_ m z a w re u_ 0 z 0 H z N w RAC COMMON USE I c 0 O� $ mu) cn 000 000 U U 0 Q Q Z Z U U U U U U Q �' z Q Q Z Z Car Wash Bay ZZZ 000 00 U 00 00 000 0ZX ZZ Fuel Position aQQ zzz aaa zzz 00 0 00 00 000 0Z� Zz I 11 ENTIAL USE SPACE Maintnenance Bay QQQ zzz 000 00 0 U0 00 CC zzz UCC w I CC w U m mo o a 000 CD 0 c (c9 c c 9 o . - f_ c .c 6) .L.. o i6 c. ,y °moo a c6 .a U r 000 N c c c2 z y.. 03 C N 'L. c i6 a N •omoo G) 1 N _6 iU N 00 a)C o ~ p C y�+ 0)- a c 5 N "(Ti fmwm ) J 6 _6 C7 U 00 O c = N l6 Lr U c 'c 3 a) L N X _ 2'o[ Q) i6 c6 W 2 6 _6 vt Lf) zz O 7 N �1� L N L= it y X 3au N co 6 n iD ce00 c _. a) cu L (� l rte+ w .O c fU 0 0 L N r-.. 22.-,„ .corn uj N 6 _6 0 G: UXZ V N i cu Cn 0 " a N` U` .8 N o °ceo� 0 6 _6 U Of) 00: f f L L i U O i .c 0.-,0 [ ID E 6 _6 f 0) i w J Q 0 z a m 1- 0 1- 1- 0 0 z w a cc a w w� a � 00 aO w O w 0 J w re _ O m V W z 0 EXHIBIT H INSURANCE REQUIREMENTS I. CONCESSIONAIRE'S LIABILITY INSURANCE A. Concessionaire must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1) copy 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 by endorsement, where their interest may appear for liabilities arising in whole or in part by the conduct of the Concessionaire, for the General Liability. Additionally, a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 10 -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 $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence PROPERTY INSURANCE Contractor, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Concessionaire 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. B. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Concessionaire'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. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Concessionaire 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 insured's by endorsement where their interest may appear for liabilities related to the operations and activities arising in whole or in part by the Concessionaire, with the exception of the workers' compensation and crime policies. • 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 ten (10) 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. Prior to any cancellation, non -renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire'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 Concessionaire'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 Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Concessionaire'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. 2018 Insurance Requirements Legal Dept. — Aviation Rental Car Concession and Lease Agreement 07/20/2018 sw Risk Management Revised 07/24/2018; 05/01/2019 ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT EAN HOLDINGS, LLC DBA ALAMO RENT -A -CAR AND NATIONAL CAR RENTAL STATE OF TEXAS COUNTY OF NUECES This ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipality ("CITY"), acting through its Director of Aviation ("Director"), and EAN Holdings, LLC, a Delaware limited liability company, (doing business as Alamo Rent-A-Car and National Car Rental), operating under the laws of the State of Texas ("CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: ARTICLE I. TERM The term of this Agreement is five years, effective October 1, 2019, and ending at midnight on September 30, 2024, unless sooner terminated as provided in this Agreement. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. ARTICLE II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE A. CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts, the privileged right and obligation to conduct and operate an on -Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company at the Airport regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non -chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self -haul (such as U-HauITM), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motor vehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. B. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons. The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. Notwithstanding the foregoing and in recognition of the staff time, resources, and expenses incurred by the CITY in undertaking a solicitation and lease of this nature, any rental car concession operator who was an incumbent on or within the six-month period immediately preceding the date of the Page 1 of 33 CITY'S City Council approval, by ordinance, of the execution of this Agreement and who chose not to participate by submitting a proposal or, if submitted, had the proposal rejected by CITY as incomplete or nonresponsive, will not be afforded an opportunity to locate on -Airport until the expiration of 24 months following the effective date of this Agreement, such opportunity and ability to locate on or after that time period being subject to an award of concession privileges and the grant of a lease by the CITY'S City Council. C. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on -Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated terminal counter/office space, terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined by the minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on -airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement, then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on -airport rental car concessionaire. ARTICLE III. LEASED PREMISES A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted in Exhibits "A" and "B" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "C," "D," and "E" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits A, B, C, D and E, and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned by the Director and subject to reallocation and reassignment during the term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. The Director's decisions in administering this Agreement shall be reasonably applied with due regard to the rights of the parties hereunder. C. Terminal Space — Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area are leased to CONCESSIONAIRE as follows: Page 2 of 33 1 Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about October 1, 2019, based upon the initial minimum annual guarantee ("MAG') amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on - Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office, and queuing space are shown in Exhibit A. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office, and queuing spaces are deemed exclusive use areas. The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equal to 100% of the applicable annual signatory airline square footage rate, regardless if Concessionaire operates under a single brand or dual brands, multiplied by the total square footage shown in Exhibit A for terminal Terminal Counter/Office Space # 2 occupied by CONCESSIONAIRE, such area totaling approximately 595.39 square feet, to be paid in equal monthly installments. The Terminal Counter/ Office Space rent is due on or before the 1st day of each month beginning October 1, 2019. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lot will be made by the CITY on or about October 1, 2019, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will be allocated not less than 10 ready/return spaces. The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is not a subsequent allocation date. Exhibit B depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting Page 3 of 33 CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit B as if such list were set out here in this Agreement. 2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces; Sales Tax. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $25.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The Parking Spaces rent is due on or before the 1st day of each month beginning October 1, 2019. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and ,such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE; provided, however, that any change in the Parking Spaces monthly rental rate shall not exceed an increase of more than $2 per individual parking space. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. 4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE shall be reallocated in the event that at least one rental car concession operator had a market share percentage point change that would result in an increase or decrease of at least 10 Parking Spaces for that rental car concession operator for the immediately preceding 12 -month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement) during the immediately preceding 12 -month period divided by (ii) the sum of the Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12 -month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit B as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot Signage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director, which approval shall not be unreasonably withheld or delayed. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. A sample numbered parking space sign and its associated sign pole are shown in Exhibit B. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1. Allocation of QTA Facilities; Location. The selection and allocation of QTA facility space, to include office/admin and shop/maintenance spaces (referred to as "Area 1") and queuing and parking lanes (referred to as "Area 2") (collectively, the "QTA Space"), will be made by CITY on or about October 1, 2019, as follows: Area 1's selection is based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators; and Area 2's allocation is based on the initial percentage allocation of the terminal ready/return spaces to CONCESSIONAIRE. With regard to the selection of Area 1 space, the rental car concession operator who submitted the highest MAG will choose their preferred Area 1 location first; the operator who submitted the second highest MAG will Page 4 of 33 choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport. CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing Area 1 location. Regarding the allocation of Area 2 space, the portion of Area 2 initially allocated to CONCESSIONAIRE will be determined after the entirety of the Area 2 vehicle area has been allocated to all rental car concessionaires, and Area 2 shall be reallocated proportionally among all rental car concession operators following the second full year of the Agreement pursuant to the terminal ready/return parking space reallocation set out in Article III.D.4. The foregoing notwithstanding, consideration may be given by CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit C depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific selected and allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S selected QTA Area 1 location (office/admin and shop/maintenance) is deemed an exclusive use area. The walkways; sidewalks; fueling stations and lanes; the car wash bays; employee parking areas; vehicle queuing and parking lanes (Area 2); and the ingress and egress to the QTA facility are deemed public/common use areas. The queuing lanes, as depicted in Exhibit C, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of $7.35 per square foot for office/admin space, such area being 850 square feet as shown in Exhibit D, for a total annual amount of $6,247.50, paid in equal monthly installments of $520.62, with the last month's installment being $520.68. CONCESSIONAIRE shall pay to CITY an annual rental rate of $5.65 per square foot for shop/maintenance space, such area being 775 square feet as shown in Exhibit D, for a total annual amount of $4,378.75, paid in equal monthly installments of $364.89, with the last month's installment being $364.96. CONCESSIONAIRE shall pay to the CITY an annual rental rate of $0.40 per square foot for the CONCESSIONAIRE'S allocated portion of Area 2, such vehicle area being a portion of the queuing lanes and parking lanes shown in Exhibit C. CONCESSIONAIRE shall pay to CITY the pro rata share of Area 2's vehicle area assigned to CONCESSIONAIRE. The QTA Space rent shall be paid by CONCESSIONAIRE on or before the 20th day of each month beginning October 1, 2019, in equal monthly installments, with the last month's installment being the adjusted amount necessary to complete the full annual amount due. The annual QTA Space rent is based on the amounts shown in the Airport's third -party appraisal report. Rental rates for all Airport real properties are adjusted on a five-year cycle and are based on a fair market appraisal conducted by the City. The next appraisal is scheduled to be completed on or about August 23, 2023. The City reserves the right to adjust the rent in accordance with (i) reallocation that occurs pursuant to Article III.D.4, (ii) with the next appraisal report, or (iii) Federal Aviation Administration ("FAA") requirements. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. ARTICLE IV. GUARANTEED CONCESSION REVENUES A. Concession Fee. In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee ("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage") or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. For the second and subsequent years of the Agreement, the Concession Fee is defined to be the Required Percentage or the adjusted MAG amount ("Adjusted MAG"), whichever is greater. Page 5 of 33 The Adjusted MAG is defined to be an amount equal to 85% of the previous year's total payments of the Concession Fee paid to CITY, but in no case will the Adjusted MAG amount ever be lower than the first year's MAG amount submitted by CONCESSIONAIRE in the RFP and accepted by CITY. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is $ 310,652.00. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Concession Fee Due; Remittance. On or before the 1st day of each month of this Agreement, CONCESSIONAIRE, without notice or demand, shall pay a monthly installment equal to 1/12th of the annual MAG amount or Adjusted MAG amount, as may be applicable pursuant to paragraph A above. CONCESSIONAIRE, without notice or demand, shall remit to CITY, on or before the 20th day of each month, beginning the second month of this Agreement, the excess, if any, between the monthly installment of the MAG or Adjusted MAG, as applicable, paid for the preceding month and the Required Percentage due for such preceding month. Payment of the Required Percentage amount will be determined and is based upon the Gross Revenues of the CONCESSIONAIRE for the immediately preceding month. C. Monthly Gross Revenues Statement; Due Date; Late Fee. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall provide CITY with a certified statement detailing CONCESSIONAIRE'S Gross Revenues, CONCESSIONAIRE'S transaction information, and any other data and information for the preceding month as may be required by the CITY, with such statement required to be signed by a responsible manager of CONCESSIONAIRE attesting to the accuracy of the data and information presented ("Gross Revenues Statement"). A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit "F," the content of which is incorporated into this Agreement as if set here in its entirety. If any Gross Revenues Statement is not received on or before the date due, CONCESSIONAIRE shall pay an administrative late fee of 15% of the pro rata Concession Fee due for that month or $500.00, whichever is greater. ❑. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere at the Airport including, but not limited to, the Airport's terminal, fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues. All revenue is included in Gross Revenues unless specifically excluded by this Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and Mileage. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Intentionally left blank. 3. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 4, Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 5. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects Page 6 of 33 insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; 6. Waivers. Fees and charges for all types of acceptance of insurance waivers or loss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 7. Upgrades, Exchanges, and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter -city, or special surcharges and similar fees; 8. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation, Wi-Fi, satellite services, and sound systems; 9. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement (GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 10. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 11. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 12. Operating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 13. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. E. Gross Revenues — Excluded. Unless revenues from CONCESSIONAIRE'S rental car business are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions, such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIONAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law ("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five (25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four -hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee" or "airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Page 7 of 33 Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Damages/Loss/Conversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or loss or conversion of, vehicles rented to customers at the Airport, whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however, that any discount, dividend, rebate, or other reduction in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE (e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red Tight tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers (related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. Gross Revenues — Prohibited Reductions. CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out -of -Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no charge -backs of bad debt permitted). Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for any year of this Agreement exceeds the greater of (i) the MAG applicable to such year or (ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set-off or off -set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG or Adjusted MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. Page 8 of 33 H. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments, the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. ARTICLE V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City, such program being enacted pursuant to Ordinance No. 028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental car transactions originating at the Airport during the preceding month. As of the effective date of this Agreement, the CFC rate amount is $3.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective June 5th of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 30 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship; Segregation. All CFCs collected by CONCESSIONAIRE are and shall be funds held by CONCESSIONAIRE in trust for the CITY for the benefit of the Airport and recognizing the third - party beneficiary status of any holders of any debt obligations issued by the CITY for the benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature. The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report by February 1, 2021, for the period beginning October 1, 2019, and ending September 30, 2020, containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. Subsequent annual reports shall be submitted by CONCESSIONAIRE each February 1 of the following calendar year for the same successive CFC collection measurement period from October 1 through September 30. The initial annual report and each subsequent annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additional fee at the times and in the same manner as CFC fees are to be paid as required by the terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additional fee among all concessionaires operating a rental car concession at the Airport based on their pro rata share) that shall be sufficient to provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." Page 9 of 33 G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City -incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations (and any other pecuniary obligation) issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs, fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entity without a municipal public purpose and benefit being provided for and accomplished. ARTICLE VI. OTHER CONCESSION -RELATED FEES AND CHARGES Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel to provide security as required by current and future FAA mandates for the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $1 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. B. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTA for all vehicles used as rental vehicles at the Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized fuel management system will track fuel dispensed to CONCESSIONAIRE. Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on percentage of flowage from the fuel system if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon (including all applicable taxes, surcharges, delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus $0.10 per gallon for oil and $0.07 per gallon for fuel (collectively, the "Fuel Charge"). CITY shall invoice CONCESSIONAIRE monthly for the Fuel Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the Fuel Charge due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 5th day of each month. On or before the Page 10 of 33 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed, allocated oil and fuel shortage/variation amounts, and Fuel Charges. 4. Failure by CONCESSIONAIRE to pay one or more Fuel Charge invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. If CONCESSIONAIRE desires to pay any Fuel Charge invoice by credit card, all additional costs incurred by CITY and associated with processing the credit card payment (which are, at the time of execution of this Agreement, approximately 3% of the total amount) will be added to the invoice and must be remitted to CITY in addition to the invoiced payment due. 6. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA) will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security deposit when Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5) working days of written notice of draw down. 7. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual (such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 8. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. ARTICLE VII. GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B, Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, including the number of rental car transactions, date and time of each rental car transaction, the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities Page 11 of 33 of CONCESSIONAIRE conducted or engaged in as part of this Agreement. The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITY within 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental -related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion, through direct or indirect means, of Concession Fee revenue from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination by the Director that the CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due; Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement (whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITY which is not, or has not been, paid by CONCESSIONAIRE when due shall bear interest at the rate of 10% per annum or $500.00, whichever is greater, and accrued interest shall be remitted by CONCESSIONAIRE at the same time such overdue amounts are paid plus any applicable late fees as may be specified in this Agreement. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing, shall not be construed as a waiver or forfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due; Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describe the basis for such dispute in writing and submit it to the CITY along with the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement, or any increase in a rental rate, CFC rate, or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. G. Accrued Fees; Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect (including any holdover period) and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. Page 12 of 33 Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD & POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. ARTICLE VIII. FINANCIAL BOOKS AND RECORDS; AUDIT; YEAR END REPORTS A. Financial Books and Records; Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at any time by a Certified Public Accountant ("CPA") selected by the CITY. If the CPA'S report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an under -reporting penalty of 50% of the total amount due. In all other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year End CPA Statement and Opinion. CONCESSIONAIRE shall employ, or contract with, an independent CPA who shall furnish, within 90 days after the close of each contract year of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscal year. Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of $200.00 for any fraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. ARTICLE IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: 1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of. other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such improvement, CONCESSIONAIRE shall submit Page 13 of 33 the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY shall not be unreasonably withheld or delayed. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non -illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. 3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures, furniture, and equipment that may have been installed in or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant to paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY as a result of removal are solely the responsibility of CONCESSIONAIRE 4, The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not compromised. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods during each day and such days during each week as may be necessary to meet the reasonable demand for CONCESSIONAIRE'S services to the traveling public. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and in clean, neat, and attractive condition both inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to park their personal vehicles in parking Tots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. Page 14 of 33 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 10. To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation, which approval shall not be unreasonably withheld or delayed, and, after installation, that all such signs are kept in a good, clean, and well-maintained condition. 11. To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage in the staging of rental cars in front of the terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the terminal building and towed away (by a company of the CITY'S choosing), to remit in full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12. To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITY for all such repairs charged back to CONCESSIONAIRE. 13. To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless if short term, long term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or if any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off -Airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, or visitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company, who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 14. To ensure that its employees and personnel under its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and only wash and service those cars designated to be rented in on -Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii) mechanical work of the vehicle's operating systems; (iv) any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on -Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. Page 15 of 33 15. To conduct service and maintenance work on allowable cars at the QTA within the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16. To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that any fines, penalties, or fees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify (a) the Director, (b) the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours. The rights and obligations set forth in this section survive termination of this Agreement. 17. To take all steps necessary to ensure that no waste. substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment, including to the drainage systems, soils, ground water, subsurface 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. The rights and obligations set forth in this section survive termination of this Agreement. 18. To dispose of all non -hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19. To properly dispose of or recycle all waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20. To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that it uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21. To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. Page 16 of 33 22. To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Director while at and on the Airport and its facilities, runways, taxiways, and streets that are required or necessary for the safe and efficient management, operation, or use of the Airport. 23. To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities for the QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance other than what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24. To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (i) heavy vehicle maintenance, (ii) storage of any vehicles used in conjunction with any off -Airport rental car concession, and (iii) storage of out -of -service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25. To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses, certifications, and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26. To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 27. To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28. To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA, withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of any tax within 10 days after the City Manager's written request for the same. Page 17 of 33 ARTICLE X. CITY'S GENERAL RIGHTS AND OBLIGATIONS CITY reserves the right: 1. To authorize off -Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off -Airport location and to prohibit any such personnel of an off -Airport authorized rental car concession to conduct its business within the terminal building. 2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two -hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including, without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction) over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re -bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so), subject to Article II.C. of this Agreement. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then -current on -Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. CITY covenants and agrees: 1. To operate the Corpus Christi International Airport as a public airport during the term of this Agreement, subject to the assurances given by CITY to the United States Government. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on -Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, including the fueling facility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements for the QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Page 18 of 33 including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas, with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. To coordinate with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. G. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that not specified here are reserved to it. ARTICLE XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere in this Agreement, the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in any way relating to the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by or through CONCESSIONAIRE or with CONCESSIONAIRE'S permission or acquiescence. ARTICLE XII. UTILITIES CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity, water, wastewater, and gas in the QTA, with payment for these services being included in the monthly rental amount of the QTA Space. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subject to the prior written approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator, Airport tenant, Airport operations of any nature, or CITY. In cases where CITY furnishes and/or delivers natural gas, electricity, water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose Page 19 of 33 of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. ARTICLE XIII. OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupying the Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual"). The Operations Manual is subject to written amendment by the Director throughout the term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current master version of the document will be kept on file in the Director's office. ARTICLE XIV. MAINTENANCE OF CONCESSIONAIRE'S LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "G," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit G in good order and repair throughout the entire term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully and fully maintained by CONCESSIONAIRE in accordance with Exhibit G, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. ARTICLE XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. Page 20 of 33 CITY shall provide advance written notice to CONCESSIONAIRE regarding the date of relocation and identify whether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE -provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. ARTICLE XVI. UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however, that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that they will remain untenantable for more than 60 days, the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, if the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self -installed improvements, furniture, furnishings, equipment, or expendables. Page 21 of 33 Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall in all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed, furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY, or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. ARTICLE XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that, notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part, without the prior written approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the prior written consent of CITY'S City Council. CITY may not withhold its approval unreasonably. C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY -approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. ARTICLE XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period; rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then -current rents, fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement, with the MAG amount for each holdover month represented as 1 /12th of the Adjusted MAG from the fifth year of the Agreement, as established in Article V.) Any holdover by CONCESSIONAIRE without the express consent of the CITY, shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including in the calculation of the Concession Fee). The CITY may decide, but is not obligated to allow, CONCESSIONAIRE to holdover on the Leased Premises following the expiration of the term of this Agreement. In making its decision whether to allow such a holdover, the CITY may consider any circumstances impacting services and the Airport including, without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in less or greater revenue to the CITY; Page 22 of 33 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer, the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE, the CITY agrees not to enter into any new on -airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30 -day period following CITY'S offer, if any, of a holdover tenancy, the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1. furnish a sufficient Concession bond and maintain adequate insurance coverage; 2. provide defense, indemnity, and liability protection to the CITY; and 3. provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. ARTICLE XIX. SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold Page 23 of 33 interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result in a proportionate abatement of rent as of the date the recapture is effectuated. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any other fees and charges applicable solely to the affected Leased Premises. ARTICLE XX. NONDISCRIMINATION; AFFIRMATIVE ACTION A. Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in 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, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements . C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the court's decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub -organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub -organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Page 24 of 33 ARTICLE XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A. In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or "Lessee" included in this article also means and includes CONCESSIONAIRE. Any reference to "Contract" or "Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • • • • Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally -assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 –12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Page 25 of 33 • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). B. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. C. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, 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 will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor Page 26 of 33 becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53. Page 27 of 33 ARTICLE XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resulting from any accidents or incidents occurring on or about the roads, driveways, or other places used by CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "H," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. ARTICLE XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receipt of same. ARTICLE XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts Page 28 of 33 the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. ARTICLE XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; 3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTA facility, or at the Airport for a period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10 - day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. ARTICLE XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Page 29 of 33 ARTICLE XXVII. NOTICES - GENERAL A. Unless otherwise specified, all notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by (2)(a) facsimile transmission, with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: Corpus Christi International Airport Attn: Director of Aviation 1000 International Drive Corpus Christi, TX 78406 Phone: (361) 289-0171 Fax: (361) 826-4551 When to CONCESSIONAIRE: EAN Holdings, LLC Attn: Dave Schmidt 1505 Harry Wurzbach San Antonio, TX 78209 Phone: (210) 283-3811 Fax: (210) 283-3820 B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail. The date of the certified mailing takes precedence and controls over the date of any other form of notice. C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formal written notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Except for an email pursuant to Article X(A)(2), informal email communications shall not constitute written notice pursuant to this Agreement. ARTICLE )(XVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHT TO AMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without any further obligation on part of CITY to CONCESSIONAIRE. B. If the Federal Aviation Administration ("FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. ARTICLE XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscal year of CITY, which fiscal year ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. ARTICLE XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force majeure. "Force Majeure" for Page 30 of 33 the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain), fire or other casualty, acts of the public enemy, terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. ARTICLE XXXI. NO THIRD -PARTY BENEFIT No provision of this Agreement creates a third -party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third -party beneficiary, under any laws or otherwise. ARTICLE XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i) the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or (iii) by their nature would be intended to be applicable following the termination or expiration of this Agreement. ARTICLE XXXIII. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. ARTICLE XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of CITY. ARTICLE XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. ARTICLE XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, along with their attachments, if any; next, the City's Page 31 of 33 issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City -issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. ARTICLE XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement. There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Date: Approved as to legal form: Assistant City Attorney for Miles Risley, City Attorney CONCES Signature: Printed Name: T tVe SC.►'liG1 l cit Title: V((e KeStVegail6eklera f aU'ta jer Date: D `6P / a©` ATTACHED AND INCORPORATED EXHIBITS: Exhibit A — Terminal Counters/Offices Exhibit B — Terminal Ready/Return Parking Lot Peter Zanoni City Manager Date: Page 32 of 33 Exhibit C — Quick Turnaround Facility (QTA) Exhibit D — QTA Office/Maintenance Areas Exhibit E — QTA Fuel/Wash Bay/Support Areas Exhibit F — Monthly Gross Revenues Statement Exhibit G — Maintenance Matrix Exhibit H — Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL Page 33 of 33 w Z 0 U H o cc W 1Z v.a W � IV 0( 10 OL. I m w N O Z o: w co J —.I I COUNTER 5 QUEUE SPACE 5 41- 0 .LO 0 h w 0 LL LL 0 w 0 LL LL 0 COUNTER 3 COUNTER 2 N M M N co w a w w 0 QUEUE SPACE 3 QUEUE SPACE 2 In w 0 LL. 0 COUNTER 1 WINN PRO w a N w w u- v) 0 ri h co in Pn .11-,Iz 40 '101, w U1 H to 0;_‘,12—.'i10 v=t;r c J E W V/ VI tra ifs OVI M M Min a! .0 in in tri pp h in H h °a 3 x a CD 0 V a v V a H 0 O O ut u V O V W O N h L) u u1 0 d Q 0 v NOT TO SCALE CORPUS CHRISTI INTERNATIONAL AIRPORT R -A -C LEASE Exhibit A �c V F - V/ H Z 0 Z K CY 0 W U m ti M, • 4 M W 11.1 W F¢- 2 O AAS/BUDGET DOLLAR / THRIFTY N Q► •0 iiH{III .HIIII11/ Idllllf I111111IHllllllf � Ihtliffll 111111'fiI11111MI IIIHI'HHIIIIIi _ Z —J W H U1 Approved by: CARL GROSS 0 rsi th (V O u to NOT TO SCALE tn W IN WI w xl w M tN t N rtt 111 M ul IN WI w tM LN DI CM W I w MN u MI a M tN to WI IN IN CORPUS CHRISTI INTERNATIONAL AIRPORT S101S 0 1 TERMINAL of s 0 a s s s s 1 4' 1 R 1 RI 0 R • ;!III I: v 0 4' Q R 1, 1 1 0 1. 61015 0 &101S I 1 0 to O - { 0 y rn !: b m w +a PI 61 g s12131sisisIsIsIN 1.11 44 - Slots CZ 8101S ZZ * > � Rl,1=I41E11111IJ,l1a1 1a iwart�..�sf 0 N N Total Parking Copoc N 0 Total Employee Parking M Loading Area Parking Lanes TOTAL AREA 0 z 0 m LL O 12 Common Fuel Positions LLUUUu •) ) N N N 0 ..o '0 o cj Un 0 o Q co r) - v N r� N c o 13 c E U._ L o r) v) v) U N M ftt ►�J 0 O 8Q954.25 SF Front Parking Lanes CO M 15,200.00 SF Rear Parking Lanes 0 clE Y 0 -6 z`rs u_ m gc c 0 0 EaE �b C) O h h aD of c0 0 ,0 N p. 'O .n nn O .0 .0 0 0 0 0 Co' O. m CM) rCV N N f1 O• 0 N N M o ch N z w M ✓r L a 0 0 0 U v 0 07-15-2019 V X w i fII To c NW T` V, co O N C 0 U O' w z 0 z a 1- U_ 5 0' NOT TO SCALE QTA LEASE Exhibit C z ar LL 0- o- ®� 0-- 0- E 1 •.;, y s . N 1 r<)^ CJ 0 z z_ 0 z_ 0 J co FLOOR PLAN U. LL LL LL LL N V) V) V) V) n • n NN. LL LL LL LI - V) V) V) V) V) V) O 0 0 V)0 0 CA COCO CO CO Enterprise Office/Maint. O N 0 Alamo/National N Avis/Budget Office/Maint. Dollar/Thrifty Office/Maim. Hertz Office/Maint. 0 0 CI a g z w w to 0 w La_ a O a a ✓ U ru c Nab 1J a) CU O U1 c 0 u a w zz 0 z t— U_ 5 a Exhibit E QTA Fuel/ Wash Bay/Support Areas 11 :3 FLOOR PLAN 0 LL 1.0 tt 0U < ,e) 0 0. r- -C N. ci. 0 1— z 9 5 co e o E . '-' E E 0 o E E 1-1 ,c; E (NIg o' -5 o 40) 0 z L.7 co 9 8 LLJ NOT TO SCALE CORPUS CHRISTI INTERNATIONAL AIRPORT tg LU z z 1- 5 E m z 42- CC!A RENTAL CAR MONTHLY REVENUE REPORT CITY OF CORPUS CHRISTI - AVIATION DEPARTMENT 1000 INTERNATIONAL BLVD. - ADMINISTRATION OFFICE ATTENTION: ACCOUNTS RECEIVABLE, CORPUS CHRISTI, TX 78406 COMPANY: LOCATION: Business Period: (ie., mm/yyyy) Gross Revenues: Time & Mileage Charges & Fees Recoupment of Airport Concession Fees Vehicle TTL/ Registration Recoupment Fees All Fuel Charges & Services (Prepay, Refuel, Service Charges, etc.) All lnsurance Sales All Damage Waiver Charges (LDW, CDW, PDW, etc.) Other Vehicle Charges (One Way or inter -city Fees, Exchanges, Upgrades, etc.) Additional Equipment, Communication & Technology (car seats, racks, radios, phones, navigation, Wi-FI, satellite, etc.) Misc & Other Optional Charges (Add'I Drivers, Cleaning, Towing, Frequent Flyer, GARS, Carbon Offset, etc.) Contracted Services with Other Airport Concessionaires, Users or Third Parties Customer Facility Charges (CFCs) Airport Security Fees Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages/Loss Operating Costs Recovered All Other Fees, Charges, Receipts, Revenue, Compensation not included above Total Gross Revenues: $ - (I) Exhibit F Allowable Exclusions: Customer Facility Charges (CFCs) Airport Security Fees Tickets/Fines/Towing Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages allowed/Loss Customer Discounts at time of rental Total Allowable Exclusions: Gross Revenues After Allowable Exclusions [Line (1) less Line (2)] Concession fee: [Line (3) x 11%, or .11] Monthly Minimum Annual Guarantee: Has this month's MAG been paid prior to the submission of this report? Y/N Less: Applicable Minimum Payment (monthly MAG payment) if paid prior to report: Adjustments: Applicable credits, etc. (Explain below in Comments) $ - (2) - (3) - (4) $ - (5) $ (6) Comments: Concession Fee due City with Report: [Line (4) less lines (5), (6)] Additional Information (Required) Total CFCs Collected for the month: Total Security Fees for the month: Total Rental Transactions for month: Total Rental Transaction Days for month: The undersigned hereby certifies that this report Is a true, accurate and complete statement of Company's Gross Revenues and Allowable Exlusions in accordance with the terms on the Airport Rental Car Concession and Lease Agreement as amended, for the month reported. Prepared by (print): Manager Name (print): Prepared by Signature: Manager Signature Title: Title: Date Signed Date Signed **Please attach transaction information via Excel or .CSV format with this report to CCIA staff** w U z z w H z_ Q z Q z 0 H ow a O �o r w x ww m m z O a 0) w cc w O z O Q z W RAC COMMON USE Support and Stoirage 0 0 0 0 0 0 0 U 0 Z Z 0 0 0 0 0 U Z� Z Z Car Wash Bay ZZZ 000 00 0 00 00 000 0----c ZZ Fuel Position ¢< < ZZZ QQQ ZZZ 0 0 00 0 000 0 Q ZZ 1 1 RAC PREFERENTIAL USE SPACE Maintnenance Bay Z Z Z 0 0 0 0 0 0 0 0 0 0 D 0 U z .'5X, 0 a) > aS a) .E " _E- O D 4 0 0 0 ED a) C C C c O C O .42 c .Q .S. c .0 N O a) d in U2Oo Q 6.d L U U 0 a) 0 c c 0m � c.n 0).0 a) C a) d in �EOo a) 2 caii U (Ni 0 U a) C a) .0 a) C D E N H a) c cb� Q.c C a) ca Lm�2 0) .J ca .n ri U O 0 ` c a) �.0 a) a) w2 4 U 0 c O _ 7 N iC ow a) 5 6.6 to Z Z c u> a) _ 3 N w - (3ow a) co a)_ci (O cc 0 U O a) n, U c a) U U a) L 2 2 Oo Z5 Lu a) 2 a) _ci U N. o c Z U a_c -- L o w p Ya U Y O m O u)orO� z 0 ca xi (.) 6 0 0 C O a) 2w E § a)ii Oi ui m U J 0 0_ 1- 0 z z U U U v) w 1- 0 0 z w CO -J J Q 2 U) 0 z Q X 1- H Q F- 0 H F- U W 0) 1- 0 z w Q ce a a w w �w 0 U 0 0 zo w zQ O U W CC _ H z m 0 0 W 5 z 0 EXHIBIT H INSURANCE REQUIREMENTS I. CONCESSIONAIRE'S LIABILITY INSURANCE A. Concessionaire must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1) copy 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 by endorsement, where their interest may appear for liabilities arising in whole or in part by the conduct of the Concessionaire, for the General Liability. Additionally, a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 10 -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 $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence PROPERTY INSURANCE Contractor, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Concessionaire 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. B. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Concessionaire'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. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Concessionaire 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 insured's by endorsement where their interest may appear for liabilities related to the operations and activities arising in whole or in part by the Concessionaire, with the exception of the workers' compensation and crime policies. • 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 ten (10) 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. l . Prior to any cancellation, non -renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire'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 Concessionaire'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 Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Concessionaire'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. 2018 Insurance Requirements Legal Dept. — Aviation Rental Car Concession and Lease Agreement 07/20/2018 sw Risk Management Revised 07/24/2018; 05/01/2019 ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT THE HERTZ CORPORATION / DTG DBA DOLLAR RENT A CAR AND THRIFTY CAR RENTAL STATE OF TEXAS COUNTY OF NUECES This ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipality ("CITY"), acting through its Director of Aviation ("Director"), and The Hertz Corporation, a Delaware parent corporation, doing business under its affiliate DTG Operations Inc. an Oklahoma Corporaton, (doing business as Dollar Rent A Car and Thrifty Car Rental) operating under the laws of the State of Texas ("CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: ARTICLE I. TERM The term of this Agreement is five years, effective October 1, 2019, and ending at midnight on September 30, 2024, unless sooner terminated as provided in this Agreement. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. ARTICLE II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE A. CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts, the privileged right and obligation to conduct and operate an on -Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company at the Airport regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non -chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self -haul (such as U-HaulTM), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motor vehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. B. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons. The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. Notwithstanding the foregoing and in recognition of the staff time, resources, and expenses incurred by the CITY in undertaking a solicitation and lease of this nature, any rental car concession operator who was an incumbent on or within the six-month period immediately preceding the date of the Page 1 of 33 CITY'S City Council approval, by ordinance, of the execution of this Agreement and who chose not to participate by submitting a proposal or, if submitted, had the proposal rejected by CITY as incomplete or nonresponsive, will not be afforded an opportunity to locate on -Airport until the expiration of 24 months following the effective date of this Agreement, such opportunity and ability to locate on or after that time period being subject to an award of concession privileges and the grant of a lease by the CITY'S City Council. C. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on -Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated terminal counter/office space, terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined by the minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on -airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement, then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on -airport rental car concessionaire. ARTICLE III. LEASED PREMISES A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted in Exhibits "A" and "B" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "C," "D,' and "E" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits A, B, C, D and E, and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned by the Director and subject to reallocation and reassignment during the term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. The Director's decisions in administering this Agreement shall be reasonably applied with due regard to the rights of the parties hereunder. C. Terminal Space — Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area are leased to CONCESSIONAIRE as follows: Page 2 of 33 1. Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about October 1, 2019, based upon the initial minimum annual guarantee ("MAG') amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on - Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office, and queuing space are shown in Exhibit A. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office, and queuing spaces are deemed exclusive use areas. The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equal to 100% of the applicable annual signatory airline square footage rate, regardless if Concessionaire operates under a single brand or dual brands, multiplied by the total square footage shown in Exhibit A for terminal Terminal Counter/Office Space # 5 occupied by CONCESSIONAIRE, such area totaling approximately 588.45 square feet, to be paid in equal monthly installments. The Terminal Counter/ Office Space rent is due on or before the 1st day of each month beginning October 1, 2019. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Readv/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lot will be made by the CITY on or about October 1, 2019, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will be allocated not less than 10 ready/return spaces. The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is nota subsequent allocation date. Exhibit B depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting Page 3 of 33 CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit B as if such list were set out here in this Agreement. 2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces; Sales Tax. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $25.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The Parking Spaces rent is due on or before the 1st day of each month beginning October 1, 2019. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and ,such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE; provided, however, that any change in the Parking Spaces monthly rental rate shall not exceed an increase of more than $2 per individual parking space. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. 4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE shall be reallocated in the event that at least one rental car concession operator had a market share percentage point change that would result in an increase or decrease of at least 10 Parking Spaces for that rental car concession operator for the immediately preceding 12 -month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement) during the immediately preceding 12 -month period divided by (ii) the sum of the Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12 -month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit B as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot Signage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director, which approval shall not be unreasonably withheld or delayed. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. A sample numbered parking space sign and its associated sign pole are shown in Exhibit B. E. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1. Allocation of QTA Facilities; Location. The selection and allocation of QTA facility space, to include office/admin and shop/maintenance spaces (referred to as "Area 1") and queuing and parking lanes (referred to as "Area 2") (collectively, the "QTA Space"), will be made by CITY on or about October 1, 2019, as follows: Area 1's selection is based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators; and Area 2's allocation is based on the initial percentage allocation of the terminal ready/return spaces to CONCESSIONAIRE. With regard to the selection of Area 1 space, the rental car concession operator who submitted the highest MAG will choose their preferred Area 1 location first; the operator who submitted the second highest MAG will Page 4 of 33 choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing Area 1 location. Regarding the allocation of Area 2 space, the portion of Area 2 initially allocated to CONCESSIONAIRE will be determined after the entirety of the Area 2 vehicle area has been allocated to all rental car concessionaires, and Area 2 shall be reallocated proportionally among all rental car concession operators following the second full year of the Agreement pursuant to the terminal ready/return parking space reallocation set out in Article III.D.4. The foregoing notwithstanding, consideration may be given by CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit C depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific selected and allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S selected QTA Area 1 location (office/admin and shop/maintenance) is deemed an exclusive use area. The walkways; sidewalks; fueling stations and lanes; the car wash bays; employee parking areas; vehicle queuing and parking lanes (Area 2); and the ingress and egress to the QTA facility are deemed public/common use areas. The queuing lanes, as depicted in Exhibit C, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of $7.35 per square foot for office/admin space, such area being 850 square feet as shown in Exhibit D, for a total annual amount of $6,247.50, paid in equal monthly installments of $520.62, with the last month's installment being $520.68. CONCESSIONAIRE shall pay to CITY an annual rental rate of $5.65 per square foot for shop/maintenance space, such area being 775 square feet as shown in Exhibit D, for a total annual amount of $4,378.75, paid in equal monthly installments of $364.89, with the last month's installment being $364.96. CONCESSIONAIRE shall pay to the CITY an annual rental rate of $0.40 per square foot for the CONCESSIONAIRE'S allocated portion of Area 2, such vehicle area being a portion of the queuing lanes and parking lanes shown in Exhibit C. CONCESSIONAIRE shall pay to CITY the pro rata share of Area 2's vehicle area assigned to CONCESSIONAIRE. The QTA Space rent shall be paid by CONCESSIONAIRE on or before the 20th day of each month beginning October 1, 2019, in equal monthly installments, with the last month's installment being the adjusted amount necessary to complete the full annual amount due. The annual QTA Space rent is based on the amounts shown in the Airport's third -party appraisal report. Rental rates for all Airport real properties are adjusted on a five-year cycle and are based on a fair market appraisal conducted by the City. The next appraisal is scheduled to be completed on or about August 23, 2023. The City reserves the right to adjust the rent in accordance with (i) reallocation that occurs pursuant to Article 111.0.4, (ii) with the next appraisal report, or (iii) Federal Aviation Administration ("FAA") requirements. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. ARTICLE IV. GUARANTEED CONCESSION REVENUES A. Concession Fee. In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee ("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (1) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage") or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. For the second and subsequent years of the Agreement, the Concession Fee is defined to be the Required Percentage or the adjusted MAG amount ("Adjusted MAG"), whichever is greater. Page 5 of 33 The Adjusted MAG is defined to be an amount equal to 85% of the previous year's total payments of the Concession Fee paid to CITY, but in no case will the Adjusted MAG amount ever be lower than the first year's MAG amount submitted by CONCESSIONAIRE in the RFP and accepted by CITY. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is $ 170,000.00. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Concession Fee Due; Remittance. On or before the 1st day of each month of this Agreement, CONCESSIONAIRE, without notice or demand, shall pay a monthly installment equal to 1/12th of the annual MAG amount or Adjusted MAG amount, as may be applicable pursuant to paragraph A above. CONCESSIONAIRE, without notice or demand, shall remit to CITY, on or before the 20th day of each month, beginning the second month of this Agreement, the excess, if any, between the monthly installment of the MAG or Adjusted MAG, as applicable, paid for the preceding month and the Required Percentage due for such preceding month. Payment of the Required Percentage amount will be determined and is based upon the Gross Revenues of the CONCESSIONAIRE for the immediately preceding month. C. Monthly Gross Revenues Statement; Due Date; Late Fee. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall provide CITY with a certified statement detailing CONCESSIONAIRE'S Gross Revenues, CONCESSIONAIRE'S transaction information, and any other data and information for the preceding month as may be required by the CITY, with such statement required to be signed by a responsible manager of CONCESSIONAIRE attesting to the accuracy of the data and information presented ("Gross Revenues Statement"). A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit "F," the content of which is incorporated into this Agreement as if set here in its entirety. If any Gross Revenues Statement is not received on or before the date due, CONCESSIONAIRE shall pay an administrative late fee of 15% of the pro rata Concession Fee due for that month or $500.00, whichever is greater. D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere at the Airport including, but not limited to, the Airport's terminal, fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues, All revenue is included in Gross Revenues unless specifically excluded by this Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and Mileage. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Intentionally left blank. 3. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 4, Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 5. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects Page 6 of 33 insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; 6. Waivers. Fees and charges for all types of acceptance of insurance waivers or Toss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 7. Upgrades, Exchanges, and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter -city, or special surcharges and similar fees; 8. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation, Wi-Fi, satellite services, and sound systems; 9. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement (GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 10. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 11. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 12. Operating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 13. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. E. Gross Revenues — Excluded. Unless revenues from CONCESSIONAIRE'S rental car business are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions, such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIONAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law ("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five (25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four -hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee" or "airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Page 7 of 33 Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Damages/Loss/Conversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or loss or conversion of, vehicles rented to customers at the Airport, whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however, that any discount, dividend, rebate, or other reduction in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE (e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red light tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers (related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. F. Gross Revenues — Prohibited Reductions. CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out -of -Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no charge -backs of bad debt permitted). G. Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for any year of this Agreement exceeds the greater of (i) the MAG applicable to such year or (ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set-off or off -set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG or Adjusted MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. Page 8 of 33 H. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments, the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. ARTICLE V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City, such program being enacted pursuant to Ordinance No. 028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental car transactions originating at the Airport during the preceding month. As of the effective date of this Agreement, the CFC rate amount is $3.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective June 5th of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 30 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship; Segregation. All CFCs collected by CONCESSIONAIRE are and shall be funds held by CONCESSIONAIRE in trust for the CITY for the benefit of the Airport and recognizing the third - party beneficiary status of any holders of any debt obligations issued by the CITY for the benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature. The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report by February 1, 2021, for the period beginning October 1, 2019, and ending September 30, 2020, containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. Subsequent annual reports shall be submitted by CONCESSIONAIRE each February 1 of the following calendar year for the same successive CFC collection measurement period from October 1 through September 30. The initial annual report and each subsequent annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additional fee at the times and in the same manner as CFC fees are to be paid as required by the terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additional fee among all concessionaires operating a rental car concession at the Airport based on their pro rata share) that shall be sufficient to provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." Page 9 of 33 G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City -incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations (and any other pecuniary obligation) issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs, fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entity without a municipal public purpose and benefit being provided for and accomplished. ARTICLE VI. OTHER CONCESSION -RELATED FEES AND CHARGES A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel to provide security as required by current and future FAA mandates for the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $1 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20t'' day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. B. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTA for all vehicles used as rental vehicles at the Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized fuel management system will track fuel dispensed to CONCESSIONAIRE. Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on percentage of flowage from the fuel system if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon (including all applicable taxes, surcharges, delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus $0.10 per gallon for oil and $0.07 per gallon for fuel (collectively, the "Fuel Charge"). CITY shall invoice CONCESSIONAIRE monthly for the Fuel Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the Fuel Charge due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 5t" day of each month. On or before the Page 10 of 33 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed, allocated oil and fuel shortage/variation amounts, and Fuel Charges. 4. Failure by CONCESSIONAIRE to pay one or more Fuel Charge invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. If CONCESSIONAIRE desires to pay any Fuel Charge invoice by credit card, all additional costs incurred by CITY and associated with processing the credit card payment (which are, at the time of execution of this Agreement, approximately 3% of the total amount) will be added to the invoice and must be remitted to CITY in addition to the invoiced payment due. 6. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA) will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security deposit when Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5) working days of written notice of draw down. 7. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual (such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 8. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. ARTICLE VII. GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, including the number of rental car transactions, date and time of each rental car transaction, the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities Page 11 of 33 of CONCESSIONAIRE conducted or engaged in as part of this Agreement. The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITY within 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental -related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion, through direct or indirect means, of Concession Fee revenue from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination by the Director that the CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due; Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement (whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITY which is not, or has not been, paid by CONCESSIONAIRE when due shall bear interest at the rate of 10% per annum or $500.00, whichever is greater, and accrued interest shall be remitted by CONCESSIONAIRE at the same time such overdue amounts are paid plus any applicable late fees as may be specified in this Agreement. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing, shall not be construed as a waiver or forfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due; Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describe the basis for such dispute in writing and submit it to the CITY along with the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement, or any increase in a rental rate, CFC rate, or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. G. Accrued Fees; Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect (including any holdover period) and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. Page 12 of 33 H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD & POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. ARTICLE VIII. FINANCIAL BOOKS AND RECORDS; AUDIT; YEAR END REPORTS A. Financial Books and Records; Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at any time by a Certified Public Accountant ("CPA") selected by the CITY. If the CPA'S report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an under -reporting penalty of 50% of the total amount due. In all other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year End CPA Statement and Opinion. CONCESSIONAIRE shall employ, or contract with, an independent CPA who shall furnish, within 90 days after the close of each contract year of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscal year. Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of $200.00 for any fraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. ARTICLE IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of, other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such improvement, CONCESSIONAIRE shall submit Page 13 of 33 the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY shall not be unreasonably withheld or delayed. 2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non -illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. 3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures, furniture, and equipment that may have been installed in or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant to paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY as a result of removal are solely the responsibility of CONCESSIONAIRE 4, The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not compromised. B. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods during each day and such days during each week as may be necessary to meet the reasonable demand for CONCESSIONAIRE'S services to the traveling public. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and in clean, neat, and attractive condition both inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to park their personal vehicles in parking lots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. Page 14 of 33 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 10. To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation, which approval shall not be unreasonably withheld or delayed, and, after installation, that all such signs are kept in a good, clean, and well-maintained condition. 11. To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage in the staging of rental cars in front of the terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the terminal building and towed away (by a company of the CITY'S choosing), to remit in full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12. To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITY for all such repairs charged back to CONCESSIONAIRE. 13. To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless if short term, long term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or if any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off -Airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, or visitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company, who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 14. To ensure that its employees and personnel under its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and only wash and service those cars designated to be rented in on -Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii) mechanical work of the vehicle's operating systems; (iv) any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on -Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. Page 15 of 33 15. To conduct service and maintenance work on allowable cars at the QTA within the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16. To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that any fines, penalties, or fees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify (a) the Director, (b) the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours. The rights and obligations set forth in this section survive termination of this Agreement. 17. To take all steps necessary to ensure that no waste, substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment, including to the drainage systems, soils, ground water, subsurface 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. The rights and obligations set forth in this section survive termination of this Agreement. 18. To dispose of all non -hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19. To properly dispose of or recycle all waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20. To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that it uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21. To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. Page 16 of 33 22. To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Director while at and on the Airport and its facilities, runways, taxiways, and streets that are required or necessary for the safe and efficient management, operation, or use of the Airport. 23. To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities for the QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance other than what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24. To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (i) heavy vehicle maintenance, (ii) storage of any vehicles used in conjunction with any off -Airport rental car concession, and (iii) storage of out -of -service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25. To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses, certifications, and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26. To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 27. To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28. To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA, withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of any tax within 10 days after the City Manager's written request for the same. Page 17 of 33 ARTICLE X. CITY'S GENERAL RIGHTS AND OBLIGATIONS A. CITY reserves the right: 1. To authorize off -Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off -Airport location and to prohibit any such personnel of an off -Airport authorized rental car concession to conduct its business within the terminal building. 2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two -hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including, without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction) over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re -bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so), subject to Article II.C. of this Agreement. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then -current on -Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. CITY covenants and agrees: 1. To operate the Corpus Christi International Airport as a public airport during the term of this Agreement, subject to the assurances given by CITY to the United States Government. 2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on -Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, including the fueling facility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements for the QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Page'18 of 33 including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas, with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. To coordinate with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that not specified here are reserved to it. ARTICLE XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere in this Agreement, the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in any way relating to the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by or through CONCESSIONAIRE or with CONCESSIONAIRE'S permission or acquiescence. ARTICLE XII. UTILITIES A. CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity, water, wastewater, and gas in the QTA, with payment for these services being included in the monthly rental amount of the QTA Space. B. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subject to the prior written approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator, Airport tenant, Airport operations of any nature, or CITY. C. In cases where CITY furnishes and/or delivers natural gas, electricity, water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose Page 19 of 33 of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. ARTICLE XIII. OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupying the Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual"). The Operations Manual is subject to written amendment by the Director throughout the term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current master version of the document will be kept on file in the Director's office. ARTICLE XIV. MAINTENANCE OF CONCESSIONAIRE'S LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "G," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit G in good order and repair throughout the entire term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully and fully maintained by CONCESSIONAIRE in accordance with Exhibit G, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. ARTICLE XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. Page 20 of 33 CITY shall provide advance written notice to CONCESSIONAIRE regarding the date of relocation and identify whether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE -provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. ARTICLE XVI. UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however, that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that they will remain untenantable for more than 60 days, the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, if the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self -installed improvements, furniture, furnishings, equipment, or expendables. Page 21 of 33 F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall in all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed, furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY, or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. ARTICLE XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that, notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part, without the prior written approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the prior written consent of CITY'S City Council. CITY may not withhold its approval unreasonably. C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY -approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. ARTICLE XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period; rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then -current rents, fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement, with the MAG amount for each holdover month represented as 1112th of the Adjusted MAG from the fifth year of the Agreement, as established in Article V.) Any holdover by CONCESSIONAIRE without the express consent of the CITY, shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including in the calculation of the Concession Fee). B. The CITY may decide, but is not obligated to allow, CONCESSIONAIRE to holdover on the Leased Premises following the expiration of the term of this Agreement. In making its decision whether to allow such a holdover, the CITY may consider any circumstances impacting services and the Airport including, without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in less or greater revenue to the CITY; Page 22 of 33 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer, the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE, the CITY agrees not to enter into any new on -airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30 -day period following CITY'S offer, if any, of a holdover tenancy, the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1. furnish a sufficient Concession bond and maintain adequate insurance coverage; 2. provide defense, indemnity, and liability protection to the CITY; and 3. provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. ARTICLE XIX. SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold Page 23 of 33 interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result in a proportionate abatement of rent as of the date the recapture is effectuated. B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any other fees and charges applicable solely to the affected Leased Premises. ARTICLE XX. NONDISCRIMINATION; AFFIRMATIVE ACTION A. Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in 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, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements . C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the courts decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub -organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub -organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Page 24 of 33 ARTICLE XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A. In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or "Lessee" included in this article also means and includes CONCESSIONAIRE. Any reference to "Contract" or "Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. B. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally -assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); • • The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and 111 of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Page 25 of 33 • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). B. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. C. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. D. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, 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 will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor Page 26 of 33 becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. F. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. G. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53. Page 27 of 33 ARTICLE XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resulting from any accidents or incidents occurring on or about the roads, driveways, or other places used by CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "H," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. ARTICLE XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. B. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receiptof same. ARTICLE XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts Page 28 of 33 the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. ARTICLE XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; 3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTA facility, or at the Airport for a period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10 - day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. ARTICLE XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Page 29 of 33 ARTICLE XXVII. NOTICES - GENERAL A. Unless otherwise specified, all notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by (2)(a) facsimile transmission, with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: Corpus Christi International Airport Attn: Director of Aviation 1000 International Drive Corpus Christi, TX 78406 Phone: (361) 289-0171 Fax: (361) 826-4551 When to CONCESSIONAIRE: The Hertz Corporation Attn: Stephen A. Blum 8501 Williams Road Estero, FL 33928 Phone: (239) 301-7794 Fax: n/a B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail. The date of the certified mailing takes precedence and controls over the date of any other form of notice. C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formal written notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Except for an email pursuant to Article X(A)(2), informal email communications shall not constitute written notice pursuant to this Agreement. ARTICLE XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHT TO AMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without any further obligation on part of CITY to CONCESSIONAIRE. B. If the Federal Aviation Administration ("FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. ARTICLE XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscal year of CITY, which fiscal year ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. ARTICLE XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force majeure. "Force Majeure" for Page 30 of 33 the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain), fire or other casualty, acts of the public enemy, terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. ARTICLE XXXI. NO THIRD -PARTY BENEFIT No provision of this Agreement creates a third -party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third -party beneficiary, under any laws or otherwise. ARTICLE XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i) the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or (iii) by their nature would be intended to be applicable following the termination or expiration of this Agreement. ARTICLE XXXII!. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. ARTICLE XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of CITY. ARTICLE XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. ARTICLE XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, along with their attachments, if any; next, the City's Page 31 of 33 issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City -issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. ARTICLE XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement. There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Date: Approved as to legal form: Assistant City Attorney for Miles Risley, City Attorney Peter Zanoni City Manager Date: h= Hertz Corporation, doing business under its affiliate DTG Operations, Inc. CONCESSIONAIoing busines as Dar RentA Car and Thrifty Car Rental) Signa re: Printed Name: Stephen A. Blum Title: Senior Vice President, Real Estate and Facilities Date: August 1, 2019 ATTACHED AND INCORPORATED EXHIBITS: Exhibit A — Terminal Counters/Offices Exhibit B — Terminal Ready/Return Parking Lot Page 32 of 33 Exhibit C — Quick Turnaround Facility (QTA) Exhibit D — QTA Office/Maintenance Areas Exhibit E — QTA FueVWash Bay/Support Areas Exhibit F — Monthly Gross Revenues Statement Exhibit G — Maintenance Matrix Exhibit H — Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL Page 33 of 33 a COu POS ted Sn UN ERNAM& MG:?ORT — R J a 70•.00• 4 HALL ENTRANCE FOR OFFICES AND COUNTERS L NOTE: ALL MEASURC\IENTS TO DETERIING THE AREA (Mt EXCLUSIVE SPACE I.I ASID SIIAtJ. RE FROM THE INTERIOR OF7NE EXTERNAL \ AIJS ASI) FROM THE CENTERIJNII TO CIN TRI.INE of EACH IN1FRIOR WALL OR INTIM ARSENCIE OF INTERIOR WAILS, TILE POINT OF SAII) CINTIU11.INli \VOUIJ) VII 1.(X:A117) IF SI;CH INTERIOR \CAIJ. F�ISIT•-D. 2 3 4 5 Cel A Office/Counter/Queue Space/Hallway Office/Counter/Queue Space/Hallway 01fice/Counter/Queue Space/Hallway Of Space/Hallway Office/Counter/Queue Space/Hallway 601.63 SF 595.39 SF 595.39 SF 595.39 SF 588.45 SF Terminal KEY PLAN CORPUS CHRISTI INTERNATIONAL AIRPORT EXHIBIT A RENT -A -CAR TERMINAL COUNTERS File Name: Prepared by: CDB Approved by: CARL GROSS Date: 07-15-2019 Scale: R.A.0 LEASE Exhibit A NOT TO SCALE 489.00 SF (97.8 SF @ EACH R.A.C. SPACE) Imr I F OFFICE 1 OFFICE 2 OFFICE 3 I OFFICE 4] OFFICE 5 156.52 SF tr 154.50 SF 154.50 SF 154.50 SF t' k 152.31 SF COUNTER 1 COUNTER 2 COUNTER 3 COUNTER 4 1 [ COUNTER 5 189.81 SF 187.31 SF 187.31 SF 187.31 SF 185.34 SF QUEUE SPACE 5 QUEUE SPACE 1 , QUEUE SPACE 21 QUEUE SPACE 3 ] QUEUE SPACE 4 153.00 SF DOLLAR / 157.50 SF 155.78 SF 155.78 SF 155.78 SF THRIFTY 1St 05/R" I" 71/R" I S' 71/a" 1S' 71 /e" 1 le•.17/a'_ NOTE: ALL MEASURC\IENTS TO DETERIING THE AREA (Mt EXCLUSIVE SPACE I.I ASID SIIAtJ. RE FROM THE INTERIOR OF7NE EXTERNAL \ AIJS ASI) FROM THE CENTERIJNII TO CIN TRI.INE of EACH IN1FRIOR WALL OR INTIM ARSENCIE OF INTERIOR WAILS, TILE POINT OF SAII) CINTIU11.INli \VOUIJ) VII 1.(X:A117) IF SI;CH INTERIOR \CAIJ. F�ISIT•-D. 2 3 4 5 Cel A Office/Counter/Queue Space/Hallway Office/Counter/Queue Space/Hallway 01fice/Counter/Queue Space/Hallway Of Space/Hallway Office/Counter/Queue Space/Hallway 601.63 SF 595.39 SF 595.39 SF 595.39 SF 588.45 SF Terminal KEY PLAN CORPUS CHRISTI INTERNATIONAL AIRPORT EXHIBIT A RENT -A -CAR TERMINAL COUNTERS File Name: Prepared by: CDB Approved by: CARL GROSS Date: 07-15-2019 Scale: R.A.0 LEASE Exhibit A NOT TO SCALE 11 SLOTS l$lllalllll3 3111y13 11 Cel A CORPUS MHO IRT[ENTIONAL ANN - COMPANY LOGO PARKING SLOT NO. TEXT. CORNERS MUST BE ROUNDED nterpriise AVIS r, Budge Hertz. dollar. Maly ENTERPRISE ALAMO 1 NATIONAL AVIS / BUDGET HERTZ DOLLAR / THRIFTY SIGN DETAILS SCALE 1,16 NUMBERED SPACES SITE PLAN 72 57 421 48 31 CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by: COB File Name: EXHIBIT B TERMINAL RENT -A -CAR PARKING LOT RAC LEASE Exhibit D Approved by: CARL GROSS Date: 07-25-2019 Scale: NOT TO SCALE 12 14 16 18 20 22 26 28 30':32 34 36 38 1 3 5 7 9 11 13 15 17 19... 21 23 25 27 29 31: 33 35 37 LOADING ^s. _1 ^ 1r EMPLOYEE PARKING SqFt. TBD SITE PLAN CORPUS S M[SS�1� I� RME: AMC - LEGEND QTA Site: 5.58 Acres r - 242,956 SF 502 43 3 BUILDING 2 3 Total Parking Copocily Total Employee Parking Loading Area Parking Lanes TOTAL AREA Fuel Positions 12 Common 10,725 SF Cor Wash Bay 3 Common 3,510 SF Mointenonce Boy 5 (1 each) 4,060 SF Administrative 5 (1 each) 4,060 5F Support/Sloroge Common 2,470 SF TOTAL 27,825 SF LANE # Parking Front Parking Lones Rear Parking Lanes 1-38 1-41 80,954.25 SF 15,200.00 SF LANE # Company Market No. of Parking Share Front Back Employee Enterprise 29.29% 121 24 13 Alamo/National 22.58% 99 18 10 Avis/Budget 16.51 % 66 14 7 Dollar/Thrifty 12.36% 55 10 5 Hertz 19.26% 77 16 8 1-11 12-20 21-26 27-31 32-38 Ca A CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by: CDD EXHIBIT C QUICK TURNAROUND AREA (QTA) Consolidated Rental Car Approved by: FRED SEGUNDO Date: 07-15-2019 File Name: QTA LEASE Exhibit C Scale: NOT TO SCALE FUEL PC ,111imrl FUEL P6SITIONS P 4 C RIP J C]{ Q TD CC! A 0 0 FLOOR PLAN BUILDING DIMERNATIONAL AO MORI SITIONS 1 2 3 4 5 Enterprise Office/Maint. Alamo/National Office/Maint. Avis/Budget Office/Maint. Dollar/Thrifty Office/Maint. Hertz Office/Maint. CORPUS CHRISTI INTERNATIONAL AIRPORT EXHIBIT D QUICK TURNAROUND AREA (QTA) Consolidated Rental Car File Name: QTA LEASE Exhibit D ADMIN. MAINT. 850 SF 775 SF 850 SF 775 SF 850 SF 775 SF 850 SF 775 SF 850 SF 775 SF Prepared by: CDB Approved by: FRED SEGUNDO Date: 08-05-2019 Scale: NOT TO SCALE CORNUS CHRISTII INTERNAM& AO Exhibit E QTA Fuel/ Wash Bay/Support Areas rIt'MI 0 A . 1 I o llllll =gird'? ±51311 TOTAL AREA CD z 0 CO CO FLOOR PLAN LL u_ V) V) 0 0 N n n N v CO C O C 0 E E o 0 o E U ch 0 0 0 co 0 N w F - x w QUICK TURNAROUND AREA (QTA) Ln 0 0 z w X W E m z w Ce! RENTAL CAR MONTHLY REVENUE REPORT CITY OF CORPUS CHRISTI - AVIATION DEPARTMENT 1000 INTERNATIONAL BLVD. - ADMINISTRATION OFFICE ATTENTION: ACCOUNTS RECEIVABLE, CORPUS CHRISTI, TX 78406 COMPANY: LOCATION: Business Period: (ie., mm/yyyy) Exhibit F Gross Revenues: Time & Mileage Charges & Fees Recoupment of Airport Concession Fees Vehicle 111/ Registration Recoupment Fees All Fuel Charges & Services (Prepay, Refuel, Service Charges, etc.) All Insurance Sales All Damage Waiver Charges (LDW, CDW, PDW, etc.) Other Vehicle Charges (One Way or inter -city Fees, Exchanges, Upgrades, etc.) Additional Equipment, Communication & Technology (car seats, racks, radios, phones, navigation, Wi-Fi, satellite, etc.) Misc & Other Optional Charges (Add'I Drivers, Cleaning, Towing, Frequent Flyer, GARS, Carbon Offset, etc.) Contracted Services with Other Airport Concessionaires, Users or Third Parties Customer Facility Charges (CFCs) Airport Security Fees Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages/Loss Operating Costs Recovered All Other Fees, Charges, Receipts, Revenue, Compensation not included above Total Gross Revenues: $ - (1) Allowable Exclusions: Customer Facility Charges (CFCs) Airport Security Fees Tickets/Fines/Towing Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages allowed/Loss Customer Discounts at time of rental Total Allowable Exclusions: Gross Revenues After Allowable Exclusions [Line (1) less Line (2)] Concession fee: [Line (3) x 11%, or .11] Monthly Minimum Annual Guarantee: Has this month's MAG been paid prior to the submission of this report? Y/N Less: Applicable Minimum Payment (monthly MAG payment) if paid prior to report: Adjustments: Applicable credits, etc. (Explain below in Comments) (2) - (3) - (4) $ (5) $ (6) Comments: Concession Fee due City with Report: [Line (4) less lines (5), (6)1 Additional Information (Required) Total CFCs Collected for the month: Total Security Fees for the month: Total Rental Transactions for month: Total Rental Transaction Days for month: The undersigned hereby certifies that this report is a true, accurate and complete statement of Company's Gross Revenues and Allowable Exlusions in accordance with the terms on the Airport Rental Car Concession and Lease Agreement as amended, for the month reported. Prepared by (print): Manager Name (print): Prepared by Signature: Manager Signature Title: Title: Date Signed Date Signed **Please attach transaction information via Excel or .CSV format with this report to CCIA staff** Exhibit G DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE RAC PREFERENTIAL USE SPACE RAC COMMON USE Administrative Support and Office Maintnenance Bay Fuel Position Car Wash Bay Stcirage 1. Air Conditioning a. Maintenance C N/A N/A N/A C b. Operation C N/A N/A N/A C c. Distribution C N/A N/A N/A C 2. Heating a. Maintenance C C N/A C C b. Operation C C N/A C C c. Distribution C C N/A C C 3. Lighting a. Bulb & Tube Replacement C C C C C b. Maintenance C C C C C 4. Electrical Maintenance C C C C C 5. Water a. Distribution C C C C N/A b. Fixtures C C C C N/A 6. Sewage a. Distribution N/A C C C C b. Fixtures N/A C C C C 7. Maintenance a. Other than Structure R R C C C b. Structure C C C C C c. Exterior C C C C C 8. Custodial Service a. Restroom C N/A C C C b. Office/Kitchen R N/A N/A N/A N/A c. Work Area N/A R R R R 9. Window Cleaning a. Exterior C C N/A N/A N/A b. Interior C R N/A N/A N/A NOTES: R - RAC, C - CITY, N/A - NOT APPLICABLE. NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE GUIDED BY THE LEASE DOCUMENT. EXHIBIT H INSURANCE REQUIREMENTS I. CONCESSIONAIRE'S LIABILITY INSURANCE A. Concessionaire must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing thefollowing 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 by endorsement, where their interest may appear for liabilities arising in whole or in part by the conduct of the Concessionaire, for the General Liability. Additionally, a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 10 -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 $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence PROPERTY INSURANCE Contractor, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Concessionaire 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. B. Concessionaire shall obtain and maintain in full force and effect for the duration of this. Contract, and any extension hereof, at Concessionaire'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. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Concessionaire 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 insured's by endorsement where their interest may appear for liabilities related to the operations and activities arising in whole or in part by the Concessionaire, with the exception of the workers' compensation and crime policies. • 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 ten (10) 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. Prior to any cancellation, non -renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire'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 Concessionaire'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 Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Concessionaire'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. 2018 Insurance Requirements Legal Dept. — Aviation Rental Car Concession and Lease Agreement 07/20/2018 sw Risk Management Revised 07/24/2018; 05/01/2019 ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT EAN HOLDINGS, LLC DBA ENTERPRISE RENT -A -CAR STATE OF TEXAS COUNTY OF NUECES § This ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipality ("CITY"), acting through its Director of Aviation ("Director"), and EAN Holdings, LLC, a Delaware limited liability company, (doing business as Enterprise Rent-A-Car), operating under the laws of the State of Texas ("CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: ARTICLE I. TERM The term of this Agreement is five years, effective October 1, 2019, and ending at midnight on September 30, 2024, unless sooner terminated as provided in this Agreement. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. ARTICLE II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE A. CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts, the privileged right and obligation to conduct and operate an on -Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company at the Airport regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non -chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self -haul (such as U-HauITM), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motor vehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. B. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons. The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. Notwithstanding the foregoing and in recognition of the staff time, resources, and expenses incurred by the CITY in undertaking a solicitation and lease of this nature, any rental car concession operator who was an incumbent on or within the six-month period immediately preceding the date of the Page 1 of 33 CITY'S City Council approval, by ordinance, of the execution of this Agreement and who chose not to participate by submitting a proposal or, if submitted, had the proposal rejected by CITY as incomplete or nonresponsive, will not be afforded an opportunity to locate on -Airport until the expiration of 24 months following the effective date of this Agreement, such opportunity and ability to locate on or after that time period being subject to an award of concession privileges and the grant of a lease by the CITY'S City Council. C. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on -Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated terminal counter/office space, terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined by the minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on -airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement, then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on -airport rental car concessionaire. ARTICLE III. LEASED PREMISES In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted in Exhibits "A" and "B" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "C," "D," and "E" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits A, B, C, D and E, and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned by the Director and subject to reallocation and reassignment during the term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. The Director's decisions in administering this Agreement shall be reasonably applied with due regard to the rights of the parties hereunder. C. Terminal Space — Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area are leased to CONCESSIONAIRE as follows: Page 2 of 33 1. Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about October 1, 2019, based upon the initial minimum annual guarantee ("MAG') amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on- Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office, and queuing space are shown in Exhibit A. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office, and queuing spaces are deemed exclusive use areas. The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equal to 100% of the applicable annual signatory airline square footage rate, regardless if Concessionaire operates under a single brand or dual brands, multiplied by the total square footage shown in Exhibit A for terminal Terminal Counter/Office Space # 1 occupied by CONCESSIONAIRE, such area totaling approximately 601.63 square feet, to be paid in equal monthly installments. The Terminal Counter/ Office Space rent is due on or before the 1st day of each month beginning October 1, 2019. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lot will be made by the CITY on or about October 1, 2019, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will be allocated not Tess than 10 ready/return spaces. The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is not a subsequent allocation date. Exhibit B depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting Page 3 of 33 CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit B as if such list were set out here in this Agreement. 2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces; Sales Tax. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $25.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The Parking Spaces rent is due on or before the 1st day of each month beginning October 1, 2019. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and ,such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE; provided, however, that any change in the Parking Spaces monthly rental rate shall not exceed an increase of more than $2 per individual parking space. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE shall be reallocated in the event that at least one rental car concession operator had a market share percentage point change that would result in an increase or decrease of at least 10 Parking Spaces for that rental car concession operator for the immediately preceding 12 -month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement) during the immediately preceding 12 -month period divided by (ii) the sum of the Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12 -month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit B as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot Signage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director, which approval shall not be unreasonably withheld or delayed. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. A sample numbered parking space sign and its associated sign pole are shown in Exhibit B. E. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1. Allocation of QTA Facilities; Location. The selection and allocation of QTA facility space, to include office/admin and shop/maintenance spaces (referred to as "Area 1") and queuing and parking lanes (referred to as "Area 2") (collectively, the "QTA Space"), will be made by CITY on or about October 1, 2019, as follows: Area 1's selection is based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators; and Area 2's allocation is based on the initial percentage allocation of the terminal ready/return spaces to CONCESSIONAIRE. With regard to the selection of Area 1 space, the rental car concession operator who submitted the highest MAG will choose their preferred Area 1 location first; the operator who submitted the second highest MAG will Page 4 of 33 choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing Area 1 location. Regarding the allocation of Area 2 space, the portion of Area 2 initially allocated to CONCESSIONAIRE will be determined after the entirety of the Area 2 vehicle area has been allocated to all rental car concessionaires, and Area 2 shall be reallocated proportionally among all rental car concession operators following the second full year of the Agreement pursuant to the terminal ready/return parking space reallocation set out in Article III.D.4. The foregoing notwithstanding, consideration may be given by CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit C depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific selected and allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S selected QTA Area 1 location (office/admin and shop/maintenance) is deemed an exclusive use area. The walkways; sidewalks; fueling stations and lanes; the car wash bays; employee parking areas; vehicle queuing and parking lanes (Area 2); and the ingress and egress to the QTA facility are deemed public/common use areas. The queuing lanes, as depicted in Exhibit C, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of $7.35 per square foot for office/admin space, such area being 850 square feet as shown in Exhibit D, for a total annual amount of $6,247.50, paid in equal monthly installments of $520.62, with the last month's installment being $520.68. CONCESSIONAIRE shall pay to CITY an annual rental rate of $5.65 per square foot for shop/maintenance space, such area being 775 square feet as shown in Exhibit D, for a total annual amount of $4,378.75, paid in equal monthly installments of $364.89, with the last month's installment being $364.96. CONCESSIONAIRE shall pay to the CITY an annual rental rate of $0.40 per square foot for the CONCESSIONAIRE'S allocated portion of Area 2, such vehicle area being a portion of the queuing lanes and parking lanes shown in Exhibit C. CONCESSIONAIRE shall pay to CITY the pro rata share of Area 2's vehicle area assigned to CONCESSIONAIRE. The QTA Space rent shall be paid by CONCESSIONAIRE on or before the 20th day of each month beginning October 1, 2019, in equal monthly installments, with the last month's installment being the adjusted amount necessary to complete the full annual amount due. The annual QTA Space rent is based on the amounts shown in the Airport's third -party appraisal report. Rental rates for all Airport real properties are adjusted on a five-year cycle and are based on a fair market appraisal conducted by the City. The next appraisal is scheduled to be completed on or about August 23, 2023. The City reserves the right to adjust the rent in accordance with (i) reallocation that occurs pursuant to Article III.D.4, (ii) with the next appraisal report, or (iii) Federal Aviation Administration ("FAA") requirements. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. ARTICLE IV. GUARANTEED CONCESSION REVENUES A. Concession Fee. In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee ("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage") or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. For the second and subsequent years of the Agreement, the Concession Fee is defined to be the Required Percentage or the adjusted MAG amount ("Adjusted MAG"), whichever is greater. Page 5 of 33 The Adjusted MAG is defined to be an amount equal to 85% of the previous year's total payments of the Concession Fee paid to CITY, but in no case will the Adjusted MAG amount ever be lower than the first year's MAG amount submitted by CONCESSIONAIRE in the RFP and accepted by CITY. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is $ 403,052.00. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Concession Fee Due; Remittance. On or before the 1s' day of each month of this Agreement, CONCESSIONAIRE, without notice or demand, shall pay a monthly installment equal to 1/12th of the annual MAG amount or Adjusted MAG amount, as may be applicable pursuant to paragraph A above. CONCESSIONAIRE, without notice or demand, shall remit to CITY, on or before the 20th day of each month, beginning the second month of this Agreement, the excess, if any, between the monthly installment of the MAG or Adjusted MAG, as applicable, paid for the preceding month and the Required Percentage due for such preceding month. Payment of the Required Percentage amount will be determined and is based upon the Gross Revenues of the CONCESSIONAIRE for the immediately preceding month. C. Monthly Gross Revenues Statement; Due Date; Late Fee. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall provide CITY with a certified statement detailing CONCESSIONAIRE'S Gross Revenues, CONCESSIONAIRE'S transaction information, and any other data and information for the preceding month as may be required by the CITY, with such statement required to be signed by a responsible manager of CONCESSIONAIRE attesting to the accuracy of the data and information presented ("Gross Revenues Statement"). A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit "F," the content of which is incorporated into this Agreement as if set here in its entirety. If any Gross Revenues Statement is not received on or before the date due, CONCESSIONAIRE shall pay an administrative late fee of 15% of the pro rata Concession Fee due for that month or $500.00, whichever is greater. D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere at the Airport including, but not limited to, the Airport's terminal, fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues. All revenue is included in Gross Revenues unless specifically excluded by this Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and Mileage. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Intentionally left blank. 3. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 4, Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 5. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects Page 6 of 33 insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; Waivers. Fees and charges for all types of acceptance of insurance waivers or loss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 7. Upgrades, Exchanges, and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter -city, or special surcharges and similar fees; 8. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation, Wi-Fi, satellite services, and sound systems; 9. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement (GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 10. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 11. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 12. Operating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 13. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. Gross Revenues — Excluded. Unless revenues from CONCESSIONAIRE'S rental car business are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions, such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIONAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law ("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five (25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four -hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee" or "airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Page 7 of 33 Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Damages/Loss/Conversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or loss or conversion of, vehicles rented to customers at the Airport, whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however, that any discount, dividend, rebate, or other reduction in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE (e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red light tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers (related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. F. Gross Revenues — Prohibited Reductions. CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out -of -Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no charge -backs of bad debt permitted). Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for any year of this Agreement exceeds the greater of (i) the MAG applicable to such year or (ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set-off or off -set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG or Adjusted MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. Page 8 of 33 H. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments, the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. ARTICLE V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City, such program being enacted pursuant to Ordinance No. 028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental car transactions originating at the Airport during the preceding month. As of the effective date of this Agreement, the CFC rate amount is $3.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective June 5th of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 30 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship; Segregation. All CFCs collected by CONCESSIONAIRE are and shall be funds held by CONCESSIONAIRE in trust for the CITY for the benefit of the Airport and recognizing the third - party beneficiary status of any holders of any debt obligations issued by the CITY for the benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature. The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report by February 1, 2021, for the period beginning October 1, 2019, and ending September 30, 2020, containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. Subsequent annual reports shall be submitted by CONCESSIONAIRE each February 1 of the following calendar year for the same successive CFC collection measurement period from October 1 through September 30. The initial annual report and each subsequent annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additional fee at the times and in the same manner as CFC fees are to be paid as required by the terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additional fee among all concessionaires operating a rental car concession at the Airport based on their pro rata share) that shall be sufficient to provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." Page 9 of 33 G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City -incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations (and any other pecuniary obligation) issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking Tots, buildings, and other improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs, fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entity without a municipal public purpose and benefit being provided for and accomplished. ARTICLE VI. OTHER CONCESSION -RELATED FEES AND CHARGES A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel to provide security as required by current and future FAA mandates for the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $1 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTA for all vehicles used as rental vehicles at the Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized fuel management system will track fuel dispensed to CONCESSIONAIRE. Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on percentage of flowage from the fuel system if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon (including all applicable taxes, surcharges, delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus $0.10 per gallon for oil and $0.07 per gallon for fuel (collectively, the "Fuel Charge"). CITY shall invoice CONCESSIONAIRE monthly for the Fuel Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the Fuel Charge due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 5th day of each month. On or before the Page 10 of 33 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed, allocated oil and fuel shortage/variation amounts, and Fuel Charges. 4. Failure by CONCESSIONAIRE to pay one or more Fuel Charge invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. If CONCESSIONAIRE desires to pay any Fuel Charge invoice by credit card, all additional costs incurred by CITY and associated with processing the credit card payment (which are, at the time of execution of this Agreement, approximately 3% of the total amount) will be added to the invoice and must be remitted to CITY in addition to the invoiced payment due. 6. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA) will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security deposit when Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5) working days of written notice of draw down. 7. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual (such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 8. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. ARTICLE VII. GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, including the number of rental car transactions, date and time of each rental car transaction, the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities Page 11 of 33 of CONCESSIONAIRE conducted or engaged in as part of this Agreement. The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITY within 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental -related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion, through direct or indirect means, of Concession Fee revenue from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination by the Director that the CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due; Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement (whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITY which is not, or has not been, paid by CONCESSIONAIRE when due shall bear interest at the rate of 10% per annum or $500.00, whichever is greater, and accrued interest shall be remitted by CONCESSIONAIRE at the same time such overdue amounts are paid plus any applicable late fees as may be specified in this Agreement. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing, shall not be construed as a waiver or forfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due; Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describe the basis for such dispute in writing and submit it to the CITY along with the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement, or any increase in a rental rate, CFC rate, or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. G. Accrued Fees; Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect (including any holdover period) and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. Page 12 of 33 H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD & POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. ARTICLE VIII. FINANCIAL BOOKS AND RECORDS; AUDIT; YEAR END REPORTS A. Financial Books and Records; Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at any time by a Certified Public Accountant ("CPA") selected by the CITY. If the CPA'S report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an under -reporting penalty of 50% of the total amount due. In all other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year End CPA Statement and Opinion. CONCESSIONAIRE shall employ, or contract with, an independent CPA who shall furnish, within 90 days after the close of each contract year of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscal year. Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of $200.00 for any fraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. ARTICLE IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: 1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of. other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such improvement, CONCESSIONAIRE shall submit Page 13 of 33 the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY shall not be unreasonably withheld or delayed. 2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non -illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures, furniture, and equipment that may have been installed in or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant to paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY as a result of removal are solely the responsibility of CONCESSIONAIRE The right. at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not com promised. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods during each day and such days during each week as may be necessary to meet the reasonable demand for CONCESSIONAIRE'S services to the traveling public. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and in clean, neat, and attractive condition both inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to park their personal vehicles in parking lots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. Page 14 of 33 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 10 To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation, which approval shall not be unreasonably withheld or delayed, and, after installation, that all such signs are kept in a good, clean, and well-maintained condition. 11. To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage in the staging of rental cars in front of the terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the terminal building and towed away (by a company of the CITY'S choosing), to remit in full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12. To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITY for all such repairs charged back to CONCESSIONAIRE. 13. To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless if short term, long term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or if any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off -Airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, or visitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company, who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 14. To ensure that its employees and personnel under its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and only wash and service those cars designated to be rented in on -Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii) mechanical work of the vehicle's operating systems; (iv) any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on -Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. Page 15 of 33 15. To conduct service and maintenance work on allowable cars at the QTA within the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16. To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that any fines, penalties, or fees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify (a) the Director, (b) the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours. The rights and obligations set forth in this section survive termination of this Agreement. 17. To take all steps necessary to ensure that no waste, substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment, including to the drainage systems, soils, ground water, subsurface 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. The rights and obligations set forth in this section survive termination of this Agreement. 18. To dispose of all non -hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19. To properly dispose of or recycle all waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20. To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that it uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21. To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. Page 16 of 33 22. To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Director while at and on the Airport and its facilities, runways, taxiways, and streets that are required or necessary for the safe and efficient management, operation, or use of the Airport. 23. To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities for the QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance other than what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24. To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (i) heavy vehicle maintenance, (ii) storage of any vehicles used in conjunction with any off -Airport rental car concession, and (iii) storage of out -of -service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25. To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses, certifications, and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26. To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 27. To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28. To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA, withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of any tax within 10 days after the City Manager's written request for the same. Page 17 of 33 ARTICLE X. CITY'S GENERAL RIGHTS AND OBLIGATIONS A. CITY reserves the right: 1. To authorize off -Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off -Airport location and to prohibit any such personnel of an off -Airport authorized rental car concession to conduct its business within the terminal building. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two -hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including, without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction) over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re -bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so), subject to Article II.C. of this Agreement. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then -current on -Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. CITY covenants and agrees: 1. To operate the Corpus Christi International Airport as a public airport during the term of this Agreement, subject to the assurances given by CITY to the United States Government. 2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on -Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, including the fueling facility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements for the QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Page 18 of 33 including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas, with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. To coordinate with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that not specified here are reserved to it. ARTICLE XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere in this Agreement, the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in any way relating to the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by or through CONCESSIONAIRE or with CONCESSIONAIRE'S permission or acquiescence. ARTICLE XII. UTILITIES A. CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity, water, wastewater, and gas in the QTA, with payment for these services being included in the monthly rental amount of the QTA Space. B. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subject to the prior written approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator, Airport tenant, Airport operations of any nature, or CITY. C. In cases where CITY furnishes and/or delivers natural gas, electricity, water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose Page 19 of 33 of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. ARTICLE XIII. OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupying the Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual"). The Operations Manual is subject to written amendment by the Director throughout the term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current master version of the document will be kept on file in the Director's office. ARTICLE XIV. MAINTENANCE OF CONCESSIONAIRES LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "G," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit G in good order and repair throughout the entire term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully and fully maintained by CONCESSIONAIRE in accordance with Exhibit G, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. ARTICLE XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. Page 20 of 33 CITY shall provide advance written notice to CONCESSIONAIRE regarding the date of relocation and identify whether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE -provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. ARTICLE XVI. UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however, that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that they will remain untenantable for more than 60 days, the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, if the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self -installed improvements, furniture, furnishings, equipment, or expendables. Page 21 of 33 F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall in all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed, furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY, or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. ARTICLE XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that. notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part, without the prior written approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the prior written consent of CITY'S City Council. CITY may not withhold its approval unreasonably. C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY -approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. ARTICLE XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period; rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then -current rents, fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement, with the MAG amount for each holdover month represented as 1 /12th of the Adjusted MAG from the fifth year of the Agreement, as established in Article V.) Any holdover by CONCESSIONAIRE without the express consent of the CITY, shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including in the calculation of the Concession Fee). B. The CITY may decide, but is not obligated to allow, CONCESSIONAIRE to holdover on the Leased Premises following the expiration of the term of this Agreement. In making its decision whether to allow such a holdover, the CITY may consider any circumstances impacting services and the Airport including, without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in less or greater revenue to the CITY; Page 22 of 33 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer, the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE, the CITY agrees not to enter into any new on -airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30 -day period following CITY'S offer, if any, of a holdover tenancy, the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1. furnish a sufficient Concession bond and maintain adequate insurance coverage; 2. provide defense, indemnity, and liability protection to the CITY; and 3. provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. ARTICLE XIX. SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold Page 23 of 33 interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result in a proportionate abatement of rent as of the date the recapture is effectuated. B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any other fees and charges applicable solely to the affected Leased Premises. ARTICLE XX. NONDISCRIMINATION; AFFIRMATIVE ACTION Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in 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, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements . C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the court's decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub -organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub -organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Page 24 of 33 ARTICLE XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A. In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or "Lessee" included in this article also means and includes CONCESSIONAIRE. Any reference to "Contract" or "Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • • Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally -assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Page 25 of 33 Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). B. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. D. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, 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 will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor Page 26 of 33 becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. F. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. G. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53. Page 27 of 33 ARTICLE XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resulting from any accidents or incidents occurring on or about the roads, driveways, or other places used by CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "H," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. ARTICLE XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand. claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receipt of same. ARTICLE XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: 1. The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantia part or parts thereofwhich substantially restricts Page 28 of 33 the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. ARTICLE XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTA facility, or at the Airport for a period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10 - day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. ARTICLE XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Page 29 of 33 ARTICLE XXVII. NOTICES - GENERAL A. Unless otherwise specified, all notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by (2)(a) facsimile transmission, with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: Corpus Christi International Airport Attn: Director of Aviation 1000 International Drive Corpus Christi, TX 78406 Phone: (361) 289-0171 Fax: (361) 826-4551 When to CONCESSIONAIRE: EAN Holdings, LLC Attn: Dave Schmidt 1505 Harry Wurzbach San Antonio, TX 78209 Phone: (210) 283-3811 Fax: (210) 283-3820 B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail. The date of the certified mailing takes precedence and controls over the date of any other form of notice. C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formal written notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Except for an email pursuant to Article X(A)(2), informal email communications shall not constitute written notice pursuant to this Agreement. ARTICLE XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHT TO AMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without any further obligation on part of CITY to CONCESSIONAIRE. B. If the Federal Aviation Administration ("FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. ARTICLE XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscal year of CITY, which fiscal year ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. ARTICLE XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force majeure. "Force Majeure" for Page 30 of 33 the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain), fire or other casualty, acts of the public enemy, terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. ARTICLE XXXI. NO THIRD -PARTY BENEFIT No provision of this Agreement creates a third -party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third -party beneficiary, under any laws or otherwise. ARTICLE XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i) the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or (iii) by their nature would be intended to be applicable following the termination or expiration of this Agreement. ARTICLE XXXIII. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. ARTICLE XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of CITY. ARTICLE XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. ARTICLE XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, along with their attachments, if any; next, the City's Page 31 of 33 issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City -issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. ARTICLE XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement. There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Peter Zanoni City Secretary City Manager Date: Date: Approved as to legal form: Assistant City Attorney for Miles Risley, City Attorney CONCES IONAIR Signature: J Ai(1)L Printed Name: Dave Scittn&ldt Title: Vice Presdevuf 76evle{%QI VI/km01el Date: SIG /1001 % �J ATTACHED AND INCORPORATED EXHIBITS: Exhibit A — Terminal Counters/Offices Exhibit B — Terminal Ready/Return Parking Lot Page 32 of 33 Exhibit C — Quick Turnaround Facility (QTA) Exhibit D — QTA Office/Maintenance Areas Exhibit E — QTA Fuel/Wash Bay/Support Areas Exhibit F — Monthly Gross Revenues Statement Exhibit G — Maintenance Matrix Exhibit H — Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL Page 33 of 33 ISM LaaG W� W Ola H 0 V Z a Q w V U LL (A) 0 o. Z N O W CPO J `* J w U LL LL O M w U LL 0 --„II-,9 QUEUE SPACE 5 QUEUE SPACE 4 QUEUE SPACE 3 QUEUE SPACE 2 w 0 a w w a M h w cri 0a to 1— ^ Z w t w H w .0 Lill ` u.- N V N N N 1 M M M In p” a a a m 0 In in in 1[f 3 3 3 3 3 0 0 0 0 0 nhtn rn Vl V)) V)) V 1/1 0 0 0 SgS� 0 „00-, 0I. V I U Y V M n U CARL GROSS 0 0 ry n 0 d NOT TO SCALE R -A -C LEASE Exhi z a } z 0 00 U J V) N 7 Q Z N Z W 0 fE 0 W (J LLJ CO Q CLO W W 0 Imo!' 4.11-1 pRitmi "I row IIIIIIII HIIIHI Itlll U.-.1111110iHllllll I1,1111Hl 1 IHIHIHI HIIIIIniiHHI 1111111 11111111 J z_ CC 11 z J w 1- cu c 1- 0 u .0 w n n CARL GROSS 0 07-25-2019 NOT TO SCALE CORPUS CHRISTI INTERNATIONAL AIRPORT 0 J z M v 1.— u u _IL f w w —J z_ 2 W H RAC LEASE Exhibit 13 w E m z w LL 0 le -51 I I L±11 u J Total Parking Capacity Total Employee Parking Loading Area Parking Lanes TOTAL AREA u_LI- U.�ULi_ V) V) N V) N V) 0 0 0 0 1 cn n O o v co O PP) ,f • N n -- N c E E ti) c E 0 0 E o a)" E .—C4 0 Z. o C0 111 u) 0 Fuel Positions m tel 0U Maintenance Bay C7 Administrative Support/Storage 0 0 f- 80,954.25 SF Front Parking Lanes 15,200.00 SF Rear Parking Lanes a cE ate. /5 V a0 <I 0 '0 o Z 6 (74 o. uL 0 N N N 03 ch M z -J 0- W 1— t!1 0 0 0 C11 0 0 fQ Ta ^C TW )ru O V° U n a 2W XE W 0 z a 1- U 5 a NOT TO SCALE 0 1- a o- o -- ca 0 0 N z 0 co 7.1 arm m 0- — 0--- CU 1- z CZ_ 0 z_ 0 J m Z 0 0 - J LL U.. w w LL w V) V) V) II) V) In U) (C) v) 1.0 N. N. N. N. LL LL LL LL LL V) 1/) N N V7 op co co co co 0 ▪ w c u • O u w ° \ Q g v UJ Avis/Budget Office/Maint. r) Dollar/Thrifty Office/Maint. Hertz Office/Maint. h tl 0 U CORPUS CHRISTI INTERNATIONAL AIRPORT 0 0 Z 0 w 0 w LL a 0 0 0 0. 0) 0 ry 0 00 0 w 0 NOT TO SCALE i U Tu a Lv -o v O tn Q0 0 u a W Wo Z 0 z 1- 5 5 a QTA LEASE Exhibit D E Z w Exhibit E QTA Fuel/ Wash Bay/Support Areas 0- 0-- 0 z 0 0 1- FLOOR PLAN a 1.1O z 0 5 co y N N N 0 0 ^< p 0 V E E UU M oo u m g O F", -F„ Q a 3 I a 0 0 V 08-07-2018 a NOT TO SCALE CORPUS CHRISTI INTERNATIONAL AIRPORT <i u CC!A RENTAL CAR MONTHLY REVENUE REPORT CITY OF CORPUS CHRISTI - AVIATION DEPARTMENT 1000 INTERNATIONAL BLVD. - ADMINISTRATION OFFICE ATTENTION: ACCOUNTS RECEIVABLE, CORPUS CHRISTI, TX 78406 COMPANY: LOCATION: Business Period: (ie., mm/yyyy) Gross Revenues: Time & Mileage Charges & Fees Recoupment of Airport Concession Fees Vehicle TTL/ Registration Recoupment Fees All Fuel Charges & Services (Prepay, Refuel, Service Charges, etc.) All Insurance Sales All Damage Waiver Charges (LDW, CDW, PDW, etc.) Other Vehicle Charges (One Way or inter -city Fees, Exchanges, Upgrades, etc.) Additional Equipment, Communication & Technology (car seats, racks, radios, phones, navigation, Wi-Fi, satellite, etc.) Mist & Other Optional Charges (Add'I Drivers, Cleaning, Towing, Frequent Flyer, GARS, Carbon Offset, etc.) Contracted Services with Other Airport Concessionaires, Users or Third Parties Customer Facility Charges (CFC's) Airport Security Fees Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages/Loss Operating Costs Recovered All Other Fees, Charges, Receipts, Revenue, Compensation not included above Exhibit F Total Gross Revenues: $ - (1) Allowable Exclusions: Customer Facility Charges (CFCs) Airport Security Fees Tickets/Fines/Towing Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages allowed/Loss Customer Discounts at time of rental Total Allowable Exclusions: Gross Revenues After Allowable Exclusions [Line (1) less Line (2)] Concession fee: [Line (3) x 11%, or .11] Monthly Minimum Annual Guarantee: Has this month's MAG been paid prior to the submission of this report? Y/N Less: Applicable Minimum Payment (monthly MAG payment) if paid prior to report: Adjustments: Applicable credits, etc. (Explain below in Comments) - (2) - (3) - (4) - (5) - (6) Comments: Concession Fee due City with Report: [Line (4) less lines (5), (6)] Additional Information (Required) Total CFCs Collected for the month: Total Security Fees for the month: Total Rental Transactions for month: Total Rental Transaction Days for month: The undersigned hereby certifies that this report is a true, accurate and complete statement of Company's Gross Revenues and Allowable Exlusions in accordance with the terms on the Airport Rental Car Concession and Lease Agreement as amended, for the month reported. Prepared by (print): Manager Name (print): Prepared by Signature: Manager Signature Title: Title: Date Signed Date Signed **Please attach transaction information via Excel or .CSV format with this report to CCIA staff** w U Z Z w H z_ CI z z 0 f= w a 0 O sN X W 1- J_ z 0 a w 0 z 0 F - Q z w RAC COMMON USE Support and Stoirage U U U U U U U U 0 Z Z U U U U U U Z Z Z Car Wash Bay QQQ Z Z Z UUU 0 0 UU UU UUU UZ� ZZ Fuel Position ¢¢< ZZZ QQQ ZZz 0 0 0 U UZCC UUU U ZZ ENTIAL USE SPACE Maintnenance Bay ZZZU U U U U 0 U U U U W U Q it 1 wm >- • j_o U U U CAN C .� cmcO N (0 .fZ c .c N ." O m o_ to v0o Q m� ti U U U N C .� O N (0 .L2 m.- N ` C (6 0_17; �Oo 2 m.n U N U U N C N I— N C © O N m_o @ c •c 7 N (0 ?mc J m (4i 0 U C m e c N �.� Cu -2 V U U .2 .D N �� 7 to SOIL 5 (ILO (O Z .0 7 N N n 7 CA !n X BOLL (n m_ci (O r U U QU Z 2 N '' U Lm.I,_ as 7 7 `O O Y C N O U (p N Y N L_ `` N U ! OC5 �Otncnw u)ciO� ai n U O (on 6 I` OO 1V U UC N I U O O o o N N �w-( § m_ci O) W m J J Z X F- a x 1- O 1- 1- U W rn 1- O z w cc n W L � W (7 Z _ 2 W p O L Z Z Q LLI - O tt • J >- z m O p U w z o EXHIBIT H INSURANCE REQUIREMENTS I. CONCESSIONAIRE'S LIABILITY INSURANCE A. Concessionaire must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1) copy 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 by endorsement, where their interest may appear for liabilities arising in whole or in part by the conduct of the Concessionaire, for the General Liability. Additionally, a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 10 -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 $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence PROPERTY INSURANCE Contractor, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Concessionaire 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. B. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Concessionaire'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. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Concessionaire 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 insured's by endorsement where their interest may appear for liabilities related to the operations and activities arising in whole or in part by the Concessionaire, with the exception of the workers' compensation and crime policies. • 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 ten (10) 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. Prior to any cancellation, non -renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire'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 Concessionaire'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 Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Concessionaire'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. 2018 Insurance Requirements Legal Dept. — Aviation Rental Car Concession and Lease Agreement 07/20/2018 sw Risk Management Revised 07/24/2018; 05/01/2019 ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT THE HERTZ CORPORATION DBA HERTZ STATE OF TEXAS § COUNTY OF NUECES § This ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipality ("CITY"), acting through its Director of Aviation ("Director"), and The Hertz Corporation, a Delaware corporation, (doing business as Hertz) operating under the laws of the State of Texas ("CONCESSIONAIRE"). WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas ("Airport"); WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified to furnish and perform the necessary services pursuant to this Agreement. NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this Agreement, the parties agree for themselves, their successors, and authorized assigns, as follows: ARTICLE I. TERM The term of this Agreement is five years, effective October 1, 2019, and ending at midnight on September 30, 2024, unless sooner terminated as provided in this Agreement. Any holdover by CONCESSIONAIRE following the expiration of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement. ARTICLE II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE A. CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts, the privileged right and obligation to conduct and operate an on -Airport rental car service at the Airport ("Concession") and the lease of land and improvements located on Airport property for the sole purpose of operating the Concession ("Lease"), all during the term of this Agreement on a nonexclusive basis for the purpose of arranging rental car and related services for Airport customers where such services are furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person, including an entity, that rents a motor vehicle from a car rental company at the Airport regardless of whether the person receives the vehicle on the Airport premises and includes any person receiving complimentary or discounted rentals. For purposes of this Agreement, "car" means any non -chauffeured, self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15 passengers (including the driver). Self -haul (such as U-HauITM), freight, and cargo trucks, delivery vans and trailers, and motor homes do not qualify as cars under this Agreement, and rentals of such motor vehicles are not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation of the meaning or context of use of the word "vehicle" is limited to the definition of "car" specifically provided herein. B. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically acknowledges and understands that City intends to grant rental car concessions to other persons. The award of concession rights and privileges to such other concessionaires shall not constitute a violation of this Agreement nor, in the event of the cessation or termination of such other rental car concessions during the term hereof, shall the award of concession rights and privileges, and the lease of necessary land and improvements, to a substitute or successor concessionaire constitute a violation of this Agreement. Notwithstanding the foregoing and in recognition of the staff time, resources, and expenses incurred by the CITY in undertaking a solicitation and lease of this nature, any rental car concession operator who was an incumbent on or within the six-month period immediately preceding the date of the Page 1 of 33 CITY'S City Council approval, by ordinance, of the execution of this Agreement and who chose not to participate by submitting a proposal or, if submitted, had the proposal rejected by CITY as incomplete or nonresponsive, will not be afforded an opportunity to locate on -Airport until the expiration of 24 months following the effective date of this Agreement, such opportunity and ability to locate on or after that time period being subject to an award of concession privileges and the grant of a lease by the CITY'S City Council. C. As a nonexclusive Concession, CITY has the right to deal and perfect agreements or arrangements with any other person, firm, or company to engage in similar activities; provided, however, that no such other on -Airport rental car concession agreement or arrangement may contain terms, conditions, or covenants more favorable to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding differences related to the number of allocated terminal counter/office space, terminal parking spaces, the location of the concession area, and the location of service/maintenance facilities, all of which are determined by the minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other on -airport rental car concessionaire may be deemed to contain terms, conditions, or covenants more favorable to such other concessionaire than the terms, conditions, and covenants in this Agreement, then, the CITY may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are comparable to that of the other on -airport rental car concessionaire. ARTICLE III. LEASED PREMISES A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi and at a separate quick turnaround area ("QTA"), also on Airport property and located at 474 Pinson Drive, in Corpus Christi, both locations as further described in this Agreement and depicted in Exhibits "A" and "B" (which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot spaces) and Exhibits "C," "D," and "E" (QTA facility area; QTA office and maintenance location, fueling stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each exhibit being incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively, the two separate locations (terminal and QTA), each of which contains common use areas and exclusive use areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the "Leased Premises". B. The Leased Premises, as noted, consists of both common use areas and exclusive use areas. Common use areas are defined to include all land, buildings, walkways, landscaping, and other improvements leased within as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar concession and lease agreement with CITY, as such land and facilities are further delineated in this Agreement and Exhibits A, B, C, D and E, and which areas are subject to modification or adjustment in size or availability for use from time to time by the Director as may be necessary for the efficient operation of the Airport terminal building and the QTA. Ready/return parking lot spaces, as further delineated in this Agreement and the exhibits, are deemed common use areas that are preferentially assigned by the Director and subject to reallocation and reassignment during the term of this Agreement, as such reallocation and reassignment are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated counter, office, service/maintenance space, and queuing lane space designated and leased only to CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject, under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and reallocation of the space at one or more times during the term of this Agreement. The Director's decisions in administering this Agreement shall be reasonably applied with due regard to the rights of the parties hereunder. C. Terminal Space — Inside. Common use areas and exclusive use areas in the Airport terminal building and adjacent parking lot area are leased to CONCESSIONAIRE as follows: Page 2 of 33 1. Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY on or about October 1, 2019, based upon the initial minimum annual guarantee ("MAG') amount submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on - Airport rental car concession ("RFP"), as measured against the MAG amounts submitted by all rental car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The rental car concession operator who submitted the highest MAG will choose their preferred counter location first; the operator who submitted the second highest MAG will choose their preferred counter location next from the remaining available locations; and selections of the remaining counter locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing counter location. The foregoing notwithstanding, consideration may be given by the CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize relocation costs and to balance the utilization of the counter spaces. The counter location selected by CONCESSIONAIRE includes the companion adjacent office and customer queuing area. CONCESSIONAIRE'S counter, office, and queuing space are shown in Exhibit A. 2. Designation of Counter, Office, Queuing, and Hallway Spaces. CONCESSIONAIRE'S assigned terminal counter, office, and queuing spaces are deemed exclusive use areas. The hallway space for ingress and egress adjoining CONCESSIONAIRE'S office space (as well as adjoining all other rental car concession operators' office spaces) is deemed a common use area. 3. Rent for Counter and Office Spaces. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of counter and office spaces, use of the common hallway, and use of the assigned queuing space (collectively, the "Terminal Counter/Office Space") an annual terminal rental rate per square foot equal to 100% of the applicable annual signatory airline square footage rate, regardless if Concessionaire operates under a single brand or dual brands, multiplied by the total square footage shown in Exhibit A for terminal Terminal Counter/Office Space # 4 occupied by CONCESSIONAIRE, such area totaling approximately 595.39 square feet, to be paid in equal monthly installments. The Terminal Counter/ Office Space rent is due on or before the 1st day of each month beginning October 1, 2019. The annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30 days advance written notice of any change in the Terminal Counter/Office Space rental rate; CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. D. Terminal Space — Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent ready/return parking lot area are leased to CONCESSIONAIRE as follows: 1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal parking spaces in the adjacent ready/return parking lot will be made by the CITY on or about October 1, 2019, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available ready/return spaces. CONCESSIONAIRE will be allocated not less than 10 ready/return spaces. The location of the Ready/Return spaces for each successful Bidder will be determined by the Airport Director or his designee, in the Director's sole discretion. The foregoing notwithstanding, consideration may be given by the Director, in his sole discretion, to determine the location of CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end of the term of this Agreement if there is not a subsequent allocation date. Exhibit B depicts the terminal ready/return parking lot and its boundaries. Following the initial allocation process, CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting Page 3 of 33 CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by reference and forming part of Exhibit B as if such list were set out here in this Agreement. 2. Designation of Terminal Readv Return Parking Lot and Assigned Parking Spaces. The ingress and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated, selected, and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while assigned to CONCESSIONAIRE. 3. Rental for Parking Spaces; Sales Tax. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the Parking Spaces a monthly rental rate of $25.00 per individual parking space multiplied by the total number of spaces occupied by CONCESSIONAIRE. The Parking Spaces rent is due on or before the 1st day of each month beginning October 1, 2019. The Parking Spaces rental rate is based on the average cost of providing vehicular parking areas for tenants and passengers using the Airport, and ,such Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE; provided, however, that any change in the Parking Spaces monthly rental rate shall not exceed an increase of more than $2 per individual parking space. CONCESSIONAIRE shall be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice; and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly. CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable sales tax due for the Parking Spaces allocated to CONCESSIONAIRE. 4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE shall be reallocated in the event that at least one rental car concession operator had a market share percentage point change that would result in an increase or decrease of at least 10 Parking Spaces for that rental car concession operator for the immediately preceding 12 -month measurement period of the Agreement. "Market share," for the purposes of this Agreement, means the amount, expressed as a percentage, equal to the quotient of (i) CONCESSIONAIRE'S Gross Revenues (as such term is defined in this Agreement) during the immediately preceding 12 -month period divided by (ii) the sum of the Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during such 12 -month period. The City shall endeavor to retain the reallocated parking spaces in the same general area as the previously allocated parking spaces, considering the requirement for all rental car concession operators to retain a certain number of front end parking spaces. In the event of a reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an updated list of Parking Spaces, such list then replacing the previous list, being incorporated by reference without need of a formal amendment to this Agreement and forming part of Exhibit B as if such list were originally set out here in this Agreement. 5. Ready/Return Parking Lot Signage. In the event CONCESSIONAIRE desires to add a company logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete with logo/identifier and space number (with the City providing the sign pole), such signage markings being subject to the final approval of the Director, which approval shall not be unreasonably withheld or delayed. The CITY shall be responsible for acquiring and installing all other signage in the terminal ready/return parking lot. A sample numbered parking space sign and its associated sign pole are shown in Exhibit B. E. QUICK Turnarouna Area raciuty. Common use areas and exclusive use areas in the Airport QTA facility are leased to CONCESSIONAIRE as follows: 1 Allocation of QTA Facilities; Location. The selection and allocation of QTA facility space, to include office/admin and shop/maintenance spaces (referred to as "Area 1") and queuing and parking lanes (referred to as "Area 2") (collectively, the "QTA Space"), will be made by CITY on or about October 1, 2019, as follows: Area 1's selection is based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts submitted by all rental car concession operators; and Area 2's allocation is based on the initial percentage allocation of the terminal ready/return spaces to CONCESSIONAIRE. With regard to the selection of Area 1 space, the rental car concession operator who submitted the highest MAG will choose their preferred Area 1 location first; the operator who submitted the second highest MAG will Page 4 of 33 choose their preferred location next from the remaining available locations; and selections of the remaining locations will continue in the same manner and descending MAG order until all rental car concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain its existing Area 1 location. Regarding the allocation of Area 2 space, the portion of Area 2 initially allocated to CONCESSIONAIRE will be determined after the entirety of the Area 2 vehicle area has been allocated to all rental car concessionaires, and Area 2 shall be reallocated proportionally among all rental car concession operators following the second full year of the Agreement pursuant to the terminal ready/return parking space reallocation set out in Article III.D.4. The foregoing notwithstanding, consideration may be given by CITY, in its sole discretion, to determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to balance the utilization of all QTA locations. Exhibit C depicts the entire QTA facility location and its boundaries. CONCESSIONAIRE'S specific selected and allocated QTA Space at the facility is as shown in Exhibit D. 2. Designation of QTA Facility Space. CONCESSIONAIRE'S selected QTA Area 1 location (office/admin and shop/maintenance) is deemed an exclusive use area. The walkways; sidewalks; fueling stations and lanes; the car wash bays; employee parking areas; vehicle queuing and parking lanes (Area 2); and the ingress and egress to the QTA facility are deemed public/common use areas. The queuing lanes, as depicted in Exhibit C, are provided for daily use by CONCESSIONAIRE for parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its vehicles for daily use at the QTA. 3. Rental for QTA Space. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the facilities an annual rental rate of $7.35 per square foot for office/admin space, such area being 850 square feet as shown in Exhibit D, for a total annual amount of $6,247.50, paid in equal monthly installments of $520.62, with the last month's installment being $520.68. CONCESSIONAIRE shall pay to CITY an annual rental rate of $5.65 per square foot for shop/maintenance space, such area being 775 square feet as shown in Exhibit D, for a total annual amount of $4,378.75, paid in equal monthly installments of $364.89, with the last month's installment being $364.96. CONCESSIONAIRE shall pay to the CITY an annual rental rate of $0.40 per square foot for the CONCESSIONAIRE'S allocated portion of Area 2, such vehicle area being a portion of the queuing lanes and parking lanes shown in Exhibit C. CONCESSIONAIRE shall pay to CITY the pro rata share of Area 2's vehicle area assigned to CONCESSIONAIRE. The QTA Space rent shall be paid by CONCESSIONAIRE on or before the 20th day of each month beginning October 1, 2019, in equal monthly installments, with the last month's installment being the adjusted amount necessary to complete the full annual amount due. The annual QTA Space rent is based on the amounts shown in the Airport's third -party appraisal report. Rental rates for all Airport real properties are adjusted on a five-year cycle and are based on a fair market appraisal conducted by the City. The next appraisal is scheduled to be completed on or about August 23, 2023. The City reserves the right to adjust the rent in accordance with (i) reallocation that occurs pursuant to Article III.D.4, (ii) with the next appraisal report, or (iii) Federal Aviation Administration ("FAA") requirements. For purposes of determining the fair market value by appraisal, the values determined by the appraiser are final. Should the QTA Space rental rate change, CITY shall provide not less than 60 days advance written notice of any change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and after the effective date of the change; and the annual amount due (and pro rata monthly amount due) will be modified accordingly. ARTICLE IV. GUARANTEED CONCESSION REVENUES A. Concession Fee. In exchange for the privilege of conducting and operating a Concession at the Airport, CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee ("Concession Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee ("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required Percentage') or (ii) the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's RFP, whichever is greater. For the second and subsequent years of the Agreement, the Concession Fee is defined to be the Required Percentage or the adjusted MAG amount ("Adjusted MAG"), whichever is greater. Page 5 of 33 The Adjusted MAG is defined to be an amount equal to 85% of the previous year's total payments of the Concession Fee paid to CITY, but in no case will the Adjusted MAG amount ever be lower than the first year's MAG amount submitted by CONCESSIONAIRE in the RFP and accepted by CITY. The first year's baseline MAG amount to be paid by CONCESSIONAIRE is $ 265,000.00. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Concession Fee Due; Remittance. On or before the 1st day of each month of this Agreement, CONCESSIONAIRE, without notice or demand, shall pay a monthly installment equal to 1/12th of the annual MAG amount or Adjusted MAG amount, as may be applicable pursuant to paragraph A above. CONCESSIONAIRE, without notice or demand, shall remit to CITY, on or before the 20th day of each month, beginning the second month of this Agreement, the excess, if any, between the monthly installment of the MAG or Adjusted MAG, as applicable, paid for the preceding month and the Required Percentage due for such preceding month. Payment of the Required Percentage amount will be determined and is based upon the Gross Revenues of the CONCESSIONAIRE for the immediately preceding month. C. Monthly Gross Revenues Statement; Due Date; Late Fee. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall provide CITY with a certified statement detailing CONCESSIONAIRE'S Gross Revenues, CONCESSIONAIRE'S transaction information, and any other data and information for the preceding month as may be required by the CITY, with such statement required to be signed by a responsible manager of CONCESSIONAIRE attesting to the accuracy of the data and information presented ("Gross Revenues Statement"). A blank copy of the required form of the Gross Revenues Statement is attached to this Agreement as Exhibit "F," the content of which is incorporated into this Agreement as if set here in its entirety. If any Gross Revenues Statement is not received on or before the date due, CONCESSIONAIRE shall pay an administrative late fee of 15% of the pro rata Concession Fee due for that month or $500.00, whichever is greater. D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this Agreement, any activities related directly to that business, and any other business operations of CONCESSIONAIRE in the rental car areas or elsewhere at the Airport including, but not limited to, the Airport's terminal, fixed base operators' locations, the QTA, and other Airport property. Gross Revenues applies to all cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or place at which a rental car agreement is entered into and without regard as to whether the car is owned, leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources similar but not identical to those described in this Agreement are required to be included in Gross Revenues. AH revenue is included in Gross Revenues unless specifically excluded by this Agreement. For the avoidance of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it is agreed and understood that Gross Revenues expressly includes, but is not limited to: 1. Time and Mileage. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or mileage charges and fees; 2. Intentionally left blank. 3. Vehicle Registration Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees for its fleet vehicles; 4, Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to, prepayment of fuel, refueling (including charges for fuel and refueling services), and any other charges related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or charged to customers in advance for fuel pursuant to a rental agreement; 5. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or insurance supplements including, but not limited to, personal accident insurance, personal effects Page 6 of 33 insurance, baggage insurance, liability insurance, medical protections and coverage, and personal effects protection insurance; 6. Waivers. Fees and charges for all types of acceptance of insurance waivers or loss or damage waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial waivers, and windshield damage waivers; 7. Upgrades, Exchanges, and Special Fees. Fees and charges for all vehicle upgrades and exchanges and all one-way, inter -city, or special surcharges and similar fees; 8. Additional Equipment. Fees and charges for additional equipment, communications, and technology including, but not limited to, infant car seats, child restraint seats, car racks, radios, phones, navigation, Wi-Fi, satellite services, and sound systems; 9. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and services including, but not limited to, additional drivers, drivers under a certain age, keys, cleaning of vehicles, roadside assistance, towing, and valet services; fees charged for charged for government rentals including any "Government Administrative Rate Supplement (GARS)" or similar fee; and fees charged to customers carbon offset or other environmental programs; 10. Contracted Services. Fees generated from contracted services with other Airport concessionaires, users, and tenants, and any other third parties; 11. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the limitation amount stated elsewhere in this Agreement); 12. Operating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but not limited to, franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities, facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent flyer miles paid directly to an airline; and 13. Other. Any and all other fees and charges charged to a customer and all receipts, compensation, revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental car concession, its operations, or its fleet of vehicles, unless specifically excluded in this Agreement. E. Gross Revenues — Excluded. Unless revenues from CONCESSIONAIRE'S rental car business are expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"), such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross Revenues the following Allowable Exclusions, such items being specifically excluded from Gross Revenues in this Agreement as follows: 1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIONAIRE'S customers who rent or otherwise enter into a similar arrangement for the use of a car with CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated by and in accordance with City law ("CFC") for the benefit of CITY and the Airport, as such CFC rate amount may be determined by CITY during the term of this Agreement. For the purposes of this Agreement, "transaction day" means that period a car is rented to a customer for twenty-five (25) or fewer hours for the initial or first transaction day and any portion of one or more additional twenty- four -hour period(s) for each transaction day thereafter. CFCs shall be identified on separate lines on the customer contract, before taxes, and shall be described as the "transaction fee" or "airport facility fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs do not constitute a Gross Revenue of CONCESSIONAIRE. 2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products or services which are required by law to be charged to customers and remitted to a taxing authority. These taxes shall be separately stated (separate line item) and computed on the rental agreements and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession Page7of33 Fee payable by CONCESSIONAIRE pursuant to this Agreement, nor the Airport Security Fee (below) constitute a tax. 3. Recovery of Actual Damages/Loss/Conversion. Monies received by CONCESSIONAIRE as reimbursement or compensation for actual damages to, or Toss or conversion of, vehicles rented to customers at the Airport, whether paid by customer, an insurance company, or other third party. 4. Local or National Discounts. Any local or national discounts provided to customers at the time of rental, separately stated on the customer's rental agreement, and discount taken on customer's receipt upon vehicle return; provided, however, that any discount, dividend, rebate, or other reduction in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle return), including volume discounts and other corporate business incentive programs of CONCESSIONAIRE (e.g., corporate/commercial discounts or dividends) are not an Allowable Exclusion from Gross Revenues. 5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the Airport Security Fee, as described previously in this Agreement. 6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from customers for red light tickets; parking tickets; other governmental fines and fees associated with such tickets; towing; and impounded vehicles. For clarity, any administrative fees that may be charged by CONCESSIONAIRE to its customers (related to this allowed exclusion from Gross Revenues) are expressly not permitted to be excluded. F. Gross Revenues — Prohibited Reductions. CONCESSIONAIRE is prohibited from reducing Gross Revenues by any of the following: 1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a) the amount of the discount or rebate; (b) that the customer has a contractual right to the discount or rebate; and (c) that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the above criteria can be established for each corporate or volume customer invoice, Gross Revenues may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i) is documented for each transaction day of a customer during a given month and (ii) the necessary transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly Gross Revenues report. 2. Credit for Out -of -Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase is made or provided, may not be deducted from Gross Revenues. 3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from Gross Revenues (i.e., no charge -backs of bad debt permitted). G. Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee due for any year of this Agreement exceeds the greater of (i) the MAG applicable to such year or (ii) a Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no right to set-off or off -set any Concession Fee or other payment owed to CITY under this Agreement against any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY. If the aggregate Concession Fee payments made for any year of the Agreement is less than the greater of either the (i) MAG or Adjusted MAG, as may be applicable in this Agreement, or (ii) the Required Percentage of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to CITY within 30 days after receipt of an invoice. Page 8 of 33 H. If CONCESSIONAIRE terminates the Agreement (either voluntarily or involuntarily) before the completion of the full term, then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG; further, in addition to remaining liable for any Lease payments, the CONCESSIONAIRE must pay another six months of the MAG or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole. ARTICLE V. CUSTOMER FACILITY CHARGES A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the Airport and City, such program being enacted pursuant to Ordinance No. 028575, as it may be amended from time to time, which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE, upon execution of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport and shall also constitute a material breach of the Lease. B. CFC Payment Due. On or before the 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should have been collected, on all rental car transactions originating at the Airport during the preceding month. As of the effective date of this Agreement, the CFC rate amount is $3.50 per customer per transaction day. C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this Agreement, the Director shall recalculate the CFC to be effective June 5th of the same year. The Director shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the sole and final determination of the CFC rate amount. Should the CFC rate amount increase, the Director shall endeavor to provide CONCESSIONAIRE with not less than 30 days advance written notice of any change; CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day; and the new CFC rate amount will remain in force unless and until subsequently modified. D. CFC Fiduciary Relationship; Segregation. All CFCs collected by CONCESSIONAIRE are and shall be funds held by CONCESSIONAIRE in trust for the CITY for the benefit of the Airport and recognizing the third - party beneficiary status of any holders of any debt obligations issued by the CITY for the benefit of the Airport. CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest. CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their financial statements and shall maintain adequate records that account for all CFCs charged (or that should have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to segregate the CFCs shall not alter nor eliminate their trust fund nature. The CITY shall have the right to audit the CFC records of CONCESSIONAIRE upon reasonable notice. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report by February 1, 2021, for the period beginning October 1, 2019, and ending September 30, 2020, containing all information regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be required by CITY. Subsequent annual reports shall be submitted by CONCESSIONAIRE each February 1 of the following calendar year for the same successive CFC collection measurement period from October 1 through September 30. The initial annual report and each subsequent annual report must be in a form acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report. F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City, CONCESSIONAIRE agrees to pay an additional fee at the times and in the same manner as CFC fees are to be paid as required by the terms of this Agreement, in an amount determined by the City in its sole discretion (after allocating the amount of the additional fee among all concessionaires operating a rental car concession at the Airport based on their pro rata share) that shall be sufficient to provide funds in an amount at least equal to the difference between the projected CFC collections for such year and the amount necessary to meet the applicable debt and expense requirements, which additional fee shall be referred to in this Agreement as the "Contingent Fee." Page 9 of 33 G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code), CFCs are only authorized to be used by the City for the following City -incurred expenditures: costs associated with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment, and replacement of facilities and related improvements made use of in or connected to the business of renting cars at the airport. Any or all of the CFCs collected may be pledged to the punctual payment of debt service on obligations (and any other pecuniary obligation) issued by or on behalf of the City for the benefit of the Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other improvements, and to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs, fees, and expenses associated with the City's design, acquisition, planning, development, construction, equipping, operation and maintenance, capital repair and replacement, and site improvement. Nothing herein shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing necessary equipment within the common use areas and car maintenance bays of the car rental facilities. "Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the City, may not be expended for the benefit of any private person or entity without a municipal public purpose and benefit being provided for and accomplished. ARTICLE VI. OTHER CONCESSION -RELATED FEES AND CHARGES A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security personnel to provide security as required by current and future FAA mandates for the rental car operation areas and related facilities, for which the CONCESSIONAIRE shall charge its customers $1 per transaction day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the 20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually during the term of this Agreement, effective on and after the yearly anniversary date of this Agreement, upon advance written notice to CONCESSIONAIRE. B. QTA Fueling Facilities; Charges and Deposits. 1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at the QTA for all vehicles used as rental vehicles at the Airport. Failure to purchase fuel solely from the QTA shall be considered a material default under the terms of this Agreement, unless such fuel in unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is disrupted due to reasons beyond the reasonable control of CITY. 2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow CONCESSIONAIRE to fuel its vehicles without disruption, such quantity as may be determined by the Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps as well as the entrance and exit gates. CITY'S computerized fuel management system will track fuel dispensed to CONCESSIONAIRE. Any shortages or variations of fuel and oil inventories not directly attributable to the actions of CITY will be charged to CONCESSIONAIRE based on percentage of flowage from the fuel system if the variation or shortage cannot be reconciled. 3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S contract cost per gallon (including all applicable taxes, surcharges, delivery charges, and fees, as well as eligible discounts and volume rebates obtained by CITY) plus $0.10 per gallon for oil and $0.07 per gallon for fuel (collectively, the "Fuel Charge"). CITY shall invoice CONCESSIONAIRE monthly for the Fuel Charge at the QTA for any quantity of oil and/or fuel that was dispensed by CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month, applicable taxes and destination charges, the price per gallon, and the Fuel Charge due to CITY, and such invoice will be provided to CONCESSIONAIRE by the 5th day of each month. On or before the Page 10 of 33 20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall remit payment per the invoice for all oil and fuel dispensed, allocated oil and fuel shortage/variation amounts, and Fuel Charges. 4. Failure by CONCESSIONAIRE to pay one or more Fuel Charge invoices in a timely manner may result in CITY denying access to the fuel system (by deactivating CONCESSIONAIRE'S fuel keys), in addition to all other remedies available to CITY in this Agreement, and such access to the fueling system will remain suspended until all amounts owed to CITY are paid in full. 5. If CONCESSIONAIRE desires to pay any Fuel Charge invoice by credit card, all additional costs incurred by CITY and associated with processing the credit card payment (which are, at the time of execution of this Agreement, approximately 3% of the total amount) will be added to the invoice and must be remitted to CITY in addition to the invoiced payment due. 6. A security deposit in the form of a bond, certified check, cashier's check, or other form of security acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six months (or, if six months of data is unavailable, the two months of the highest average of available fuel dispensing data for any car rental operator at the QTA) will be required prior to the activation of CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable estimate for the purpose of establishing the security deposit requirement, the City will set the security deposit amount required at its sole discretion. City shall draw against such security deposit when Concessionaire does not remedy payment after notice and opportunity to cure set forth above in subsection (6). Concessionaire will be required to restore the security deposit balance to the required amount within five (5) working days of written notice of draw down. 7. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in writing, as outlined in the Operations Manual (such manual as later described in this Agreement), of any safety or hazardous conditions that may exist with regard to the fueling system, fueling stations, and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold CITY harmless from CONCESSIONAIRE'S misuse or negligent use or operation of the fueling system and for any damages or injuries incurred as a result of such misuse or negligent use or operation. 8. City shall perform all required maintenance of CITY'S fueling system at the QTA. City shall also ensure that monthly leak detection is fully operational and in compliance with all applicable federal, State, and local laws, rules, and regulations governing the functional operation of the fueling system. ARTICLE VII. GENERAL PAYMENT AND TRANSACTION PROVISIONS A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or recoupment fee. B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE, and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales, charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY. C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE shall collect and retain transaction data, including the number of rental car transactions, date and time of each rental car transaction, the number of rental car transaction days per customer, and any other data, unit of measure, or information which is required to produce any written reports submitted to City pursuant to this Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities Page 11 of 33 of CONCESSIONAIRE conducted or engaged in as part of this Agreement. The data and information collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY may request this transaction data and information from time to time during the term of this Agreement, and CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITY within 30 days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car rental -related transactions conducted during any monthly period(s) requested during the term of this Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017 calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City. D. Diversion Prohibited. Diversion, through direct or indirect means, of Concession Fee revenue from the inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or existence of the following: a shortage of rental cars at the Airport while having rental vehicles available elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a car at a location other than at the Airport regardless of the reason and not including the revenue resulting from such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate this Agreement upon a determination by the Director that the CONCESSIONAIRE has intentionally diverted Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described in this Agreement. E. Payable When Due; Interest. All payments required to be made by CONCESSIONAIRE pursuant to this Agreement (whether related to the Concession, the Lease, or otherwise) shall be made without notice or demand from CITY on or before the date due in legal tender of the United States of America at CITY'S administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may designate in writing. Any amount payable to CITY which is not, or has not been, paid by CONCESSIONAIRE when due shall bear interest at the rate of 10% per annum or $500.00, whichever is greater, and accrued interest shall be remitted by CONCESSIONAIRE at the same time such overdue amounts are paid plus any applicable late fees as may be specified in this Agreement. Payments due from CONCESSIONAIRE will be received by CITY only on standard business days Monday through Friday and during standard business hours 8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday, provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing, shall not be construed as a waiver or forfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment, or the date such payment is received in the administrative office of the Airport by a CITY employee if the payment is hand delivered. F. Dispute as to Amount Due; Failure to Pay When Due. In the event of a dispute as to the amount due or to be paid by CONCESSIONAIRE of any rental, fee, or charge under this Agreement, CONCESSIONAIRE shall describe the basis for such dispute in writing and submit it to the CITY along with the required payment amount and any supporting data or information on or before the date due. The CITY shall investigate the basis of the dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and, if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If CONCESSIONAIRE fails to pay any amount due, any surcharge or amount assessed in accordance with this Agreement, or any increase in a rental rate, CFC rate, or other fee or charge pursuant to this Agreement when the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following 60 days written notice from the CITY. G. Accrued Fees; Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents, fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or otherwise, which have accrued during the period in which this Agreement is in effect (including any holdover period) and which are unpaid at the time of expiration or earlier termination of this Agreement or that are accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the Leased Premises; and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation or use of the Leased Premises. Page 12 of 33 H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If CONCESSIONAIRE submits a bond, then the bond must be issued by a surety company acceptable to CITY, having a rating of "A" from AM BEST, MOODY'S, or STANDARD & POOR'S, and authorized to do business in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty amount being assessed by CITY for each successive month or fraction of a month until a new bond is received, and such surety bond expiration event may further result in the termination of this Agreement by CITY. ARTICLE VIII. FINANCIAL BOOKS AND RECORDS; AUDIT; YEAR END REPORTS A. Financial Books and Records; Audit. CONCESSIONAIRE shall maintain a true and accurate set of books and records which, among other things, show all sales made and services performed for cash, credit, or otherwise. CITY may audit CONCESSIONAIRE'S books and records at any time by a Certified Public Accountant ("CPA") selected by the CITY. If the CPA'S report discloses an error in CONCESSIONAIRE'S books and records resulting in an underpayment to CITY greater than two percent of the annual Concession Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an under -reporting penalty of 50% of the total amount due. In all other cases, CITY shall pay the cost of the audit. The final report of the Certified Public Accountant retained by CITY is conclusive and binding upon both parties. B. Year End CPA Statement and Opinion. CONCESSIONAIRE shall employ, or contract with, an independent CPA who shall furnish, within 90 days after the close of each contract year of this Agreement, a written certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such statement shall cover the dates of the immediately prior contract year of this Agreement only, not the CONCESSIONAIRE'S fiscal year. Such statement shall also contain a list of the Gross Revenues by month, as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees, and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro rata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest date due will result in the assessment of a late fee of $200.00 for any fraction of a calendar month during which the statement is past due, with such late fee being cumulative in nature should such failure to submit continue beyond 30 days. ARTICLE IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS A. During the term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to CONCESSIONAIRE, the following additional rights: 1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S operations pursuant to this Agreement and to install such equipment and facilities as CONCESSIONAIRE may deem necessary or desirable; provided, however, that no such improvement shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of CITY. Any such improvements cannot impede or interfere with access of, or obstruct the visibility of, other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to the construction, installation, or making of any such improvement, CONCESSIONAIRE shall submit Page 13 of 33 the general plan, location, design, and character of such proposed improvement to CITY for approval, which approval by CITY shall not be unreasonably withheld or delayed. 2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon the Leased Premises illuminating and non -illuminating signs advertising CONCESSIONAIRE'S business on the Leased Premises, provided, however, that no such signage shall be installed by CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be unreasonably withheld or delayed. 3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following termination of this Agreement any signage and portable fixtures, furniture, and equipment that may have been installed in or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE pursuant to paragraphs (1) and (2) of this article. In the event CONCESSIONAIRE does not remove such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage, fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage, donation, or destruction) and without any recourse against the CITY for the value, if any, of the items so removed. Any expenses incurred by CITY as a result of removal are solely the responsibility of CONCESSIONAIRE 4, The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements applicable to its rental car customers under the Payment Card Industry Data Security Standard, to use its own private computer network to ensure that its customers' credit card information is not compromised. B. CONCESSIONAIRE expressly covenants and agrees: 1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental car service at the Airport at a fair and reasonable price. 2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement open for business for such periods during each day and such days during each week as may be necessary to meet the reasonable demand for CONCESSIONAIRE'S services to the traveling public. 3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services pursuant to this Agreement are neat in appearance, clean, and courteous, and shall not permit its employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any space leased, allocated, or assigned to CONCESSIONAIRE. 4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available pursuant to this Agreement in good operative order, free from known mechanical defects, and in clean, neat, and attractive condition both inside and outside. 5. To provide rental cars not more than three years old from the date of original manufacture when such cars are made available for rental use pursuant to the Concession granted in this Agreement. 6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to park their personal vehicles in parking lots specifically designated as employee parking by the Director. 7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the right, through its authorized employees, agents or representatives, to examine all pertinent records relating to Concessionaire's operations and Concession under this Agreement at all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by it as set out in this Agreement. Such records for each contract year of this Agreement need not be retained by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless CONCESSIONAIRE is aware, has been made aware, or reasonably believes that any demand, claim, loss, or litigation involving the subject matter may be contemplated or is pending. Page 14 of 33 8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises occupied by it and the rights and privileges granted for the Concession including, without limitation, by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon, and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful business operations. 9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this Agreement and to keep the same in good order, condition, and repair, and, upon termination or earlier expiration of this Agreement, to deliver up the Leased Premises to CITY in good order, condition, and repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean, maintained, and sanitary condition. 10. To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any other location are first approved in writing by the Director before installation, which approval shall not be unreasonably withheld or delayed, and, after installation, that all such signs are kept in a good, clean, and well-maintained condition. 11. To prohibit the staging of rental cars by its employees and personnel under its direction and will not engage in the staging of rental cars in front of the terminal building for customer pick-up or drop-off and, if any of CONCESSIONAIRE'S cars are left in front of the terminal building and towed away (by a company of the CITY'S choosing), to remit in full all towing, storage, and/or processing charges which may be assessed by or against the CITY. 12. To repair any damages to any interior or exterior portion of the Leased Premises directly caused by CONCESSIONAIRE'S employees, agents, representatives, contractors, subcontractors, invitees, and guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to so repair damage for which it is deemed responsible, to reimburse CITY for all such repairs charged back to CONCESSIONAIRE. 13. To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking lots on and at the Airport designated for passenger, employee, or visitor parking, regardless if short term, long term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport designated for passenger, employee, or visitor parking, or if any other car of CONCESSIONAIRE is left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to remove such cars from the parking lot. In addition to the other remedies available to CITY under this Agreement, CITY may elect to implement a rental car parking surcharge equal to triple the applicable parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as may be appropriate, to be assessed against CONCESSIONAIRE, any rental car concession operator, or any car rental company operating from an off -Airport location, who repeatedly or excessively have cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee, or visitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or any rental car concession operator or company, who, in the determination of CITY, repeatedly or excessively uses the parking lots on the Airport that such continued use shall be subject to the rental car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company shall be obligated to remit the assessed rental car parking surcharge with the following month's Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking surcharges) are subject to the general payment provisions set forth in this Agreement. 14. To ensure that its employees and personnel under its direction only wash vehicles and perform minor, daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically designed to capture grit, oil, and soap for proper handling and disposal and only wash and service those cars designated to be rented in on -Airport rental car transactions for which there is a transaction record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work performed on a vehicle's drivetrain, or (iii) mechanical work of the vehicle's operating systems; (iv) any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of on -Airport rental cars; and (v) any type of vehicle service or maintenance on CONCESSIONAIRE'S employees' or guests' personal motor vehicles are all strictly prohibited. Page 15 of 33 15. To conduct service and maintenance work on allowable cars at the QTA within the QTA's approved maintenance building area and under appropriate conditions that confine all fluid discharges to the interior of the building area. 16. To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity of the Airport in accordance with all applicable federal, State, and CITY statutes, regulations, rules, and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws and permits, including the National Pollution Discharge Elimination System Permits, relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should such materials be released, discharged, spilled, deposited, or escape in any way through activities of the CONCESSIONAIRE, the CONCESSIONAIRE shall be responsible for the clean-up, containment, and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that any fines, penalties, or fees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE. Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify (a) the Director, (b) the Airport Public Safety Office, and (c) all emergency response centers and environmental or regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill, or escape immediately upon occurrence, and to provide the Director with written confirmation of the verbal report within 72 hours. The rights and obligations set forth in this section survive termination of this Agreement. 17. To take all steps necessary to ensure that no waste, substance, or disposable materials are released on the ground or in the storm sewers by its employees, personnel under its direction, or any other person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S operations, any such threat to the environment, including to the drainage systems, soils, ground water, subsurface 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. The rights and obligations set forth in this section survive termination of this Agreement. 18. To dispose of all non -hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept within CONCESSIONAIRE'S Leased Premises. 19. To properly dispose of or recycle all waste oil, used automotive batteries, rags used for degreasing, hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate such waste in quantities that would overburden housekeeping and that may trigger compliance with additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or recycled, any hazardous materials disposed of with type and volume specifically Identified, and the quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and location of the site where the disposal/recycling occurred. 20. To develop and implement a recycling program which revitalizes the resources that it uses and protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a training program for its employees and personnel under its control and direction which revitalizes the resources that it uses, protects the environment, and instructs CONCESSIONAIRE'S employees and personnel on proper management of waste. 21. To abide by all applicable federal, State, and local laws, rules, and regulations and any directives issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems, stations, and lanes and the dispensing, storage, and handling of fuel. Page 16 of 33 22. To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations pertaining to its Concession, the operation of its business at the Leased Premises, and to ensure that CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and personnel under its direction at all times comply with all such laws, rules, regulations, and directives promulgated by the Director while at and on the Airport and its facilities, runways, taxiways, and streets that are required or necessary for the safe and efficient management, operation, or use of the Airport. 23. To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at the Airport and uses incidental and reasonably related thereto. Examples of permissible minor maintenance and servicing include such items as oil changes, tire replacement, minor brake maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this general description performed at the QTA is not permitted except as expressly authorized in this Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to allow maintenance other than what is specifically identified in this Agreement and will take into consideration the impact of any such requests on the CONCESSIONAIRE, other rental car concession operators occupying the QTA, and Airport responsibilities for the QTA involving environmental liability, public perception, and business need. If the Director authorizes maintenance other than what is identified in this Agreement for one CONCESSIONAIRE, the Director will authorize such maintenance in writing to all rental car concession operators occupying the QTA. 24. To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not for any other purpose; specifically, the QTA may not be used for (i) heavy vehicle maintenance, (ii) storage of any vehicles used in conjunction with any off -Airport rental car concession, and (iii) storage of out -of -service and/or damaged vehicles for longer than 21 calendar days, and may not be used for sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional extended storage period for a damaged vehicle when the Director determines that such an extension is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension of temporary storage expires on the date provided by the Director. 25. To procure and keep in force any governmental licenses, certifications, or permits (other than a Certificate of Occupancy) required or necessary for the proper and lawful conduct of CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and maintain such licenses, certifications, and permits at its sole cost and expense and shall submit copies of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply with the terms and conditions of each such license, certification, or permit. 26. To not use nor permit the Leased Premises or Airport property or facilities, or any part thereof, for any purpose other than as set forth in this Agreement, nor for any use, operation, or activity in violation of any present or future laws, rules, and regulations or which, at any time, are applicable to any public or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary efforts to cooperate with CITY in providing any required information. 27. To comply with all security directives of CITY and the Director at all times while anywhere on Airport property and shall coordinate with CITY regarding secured access to the Leased Premises for CONCESSIONAIRE. 28. To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including Medicare, FICA, withholding, and unemployment taxes), and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE. CONCESSIONAIRE must provide proof of payment of any tax within 10 days after the City Manager's written request for the same. Page 17 of 33 ARTICLE X. CITY'S GENERAL RIGHTS AND OBLIGATIONS A. CITY reserves the right: 1. To authorize off -Airport rental car agencies to conduct business at the Airport terminal at premium rates solely by direct telephone line and the use of shuttle bus operations to such off -Airport location and to prohibit any such personnel of an off -Airport authorized rental car concession to conduct its business within the terminal building. 2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon not less than two -hours advance notice via telephone or email to ascertain adherence to and compliance with any of the provisions of this Agreement. 3. To enter the Leased Premises at any time in the event of an emergency. 4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises including, without limitation, the QTA Facilities and the fueling system. 5. To itself, and to grant to others in the future, nonexclusive utility easements (including easements for construction, maintenance, repair, replacement, and reconstruction) over, under, through, across, or on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S use of the same. 6. To re -bid any premises vacated pursuant to the terms of this Agreement (but not the obligation to do so), subject to Article II.C. of this Agreement. In the alternative, CITY may include any vacated premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities for the then -current on -Airport rental car concession operators, or may make any other lawful use of such vacated premises at the sole discretion of the CITY. B. CITY covenants and agrees: 1. To operate the Corpus Christi International Airport as a public airport during the term of this Agreement, subject to the assurances given by CITY to the United States Government. 2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way with members of the public at and on the Airport: a. To refer all requests for the services of a specific rental car concession operator to that concessionaire. b. To refer nonspecific requests for rental car services to the rental car concession area located in the Airport terminal building without favoring one concessionaire over another. 3. To limit use of the Leased Premises to rental car concession operators having an executed on -Airport rental car concession and lease agreement. 4. To not claim, assert, nor have a lien of any kind, whether it be contractual or statutory, on or against CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement, nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such liens as may solely relate to such cars that is available to CITY. CITY recognizes that CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed against them by lending institutions. 5. To procure and keep in force all necessary licenses, certifications, and permits required to operate the QTA, including the fueling facility and wash bays, and to comply with all applicable laws, rules, and regulations regarding reporting requirements for the QTA, including the fueling facility. 6. To keep and maintain (except where the maintenance required exceeds that associated with normal wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees, representatives, agents, contractors, subcontractors, and invitees), and to repair the Leased Property, Page 18 of 33 including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas, with the cost of performing such repair services being included in the annual and monthly rental amounts. 7. To coordinate with CONCESSIONAIRE so that CITY can enforce secured access to the Leased Property and Airport. C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity, as the landlord, and as a party to this Agreement, that not specified here are reserved to it. ARTICLE XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. B. Except as may be expressly provided elsewhere in this Agreement, the taking of possession of the Leased Premises by CONCESSIONAIRE shall, in and of itself, constitute acknowledgment that CITY shall not be obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE. CONCESSIONAIRE shall have no liability arising out of or in any way relating to the existence of any hazardous materials placed on, in, or under the Leased Premises by any person or entity other than CONCESSIONAIRE or any person or entity acting for, by or through CONCESSIONAIRE or with CONCESSIONAIRE'S permission or acquiescence. ARTICLE XII. UTILITIES A. CITY shall provide heat, air conditioning, and electricity in the Airport terminal building, with payment for these services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall provide heat, air conditioning, electricity, water, wastewater, and gas in the QTA, with payment for these services being included in the monthly rental amount of the QTA Space. B. All other utilities at the Leased Premises (not specified above) including, but not limited to, telephone, cable, data services, and internet (including any necessary permits) are the sole cost and responsibility of CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or air conditioning is the sole responsibility of CONCESSIONAIRE and is subject to the prior written approval of the Director. Any utilities or services (including any associated systems and apparatus) contracted for or installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator, Airport tenant, Airport operations of any nature, or CITY. C. In cases where CITY furnishes and/or delivers natural gas, electricity, water, or wastewater to the Leased Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for interruptions or shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the same is caused by accident, act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose Page 19 of 33 of making repairs or improvements to any utility supply system it maintains, following consultation with CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity, water, or wastewater. However, CITY agrees to make reasonable efforts to cause minimal disruption when possible. ARTICLE XIII. OPERATIONS MANUAL A printed compilation of rules and instructions will be developed by the Director, with input from the CONCESSIONAIRE and all other rental car concession operators, if any, occupying the Leased Premises, with such compilation defining and discussing the required daily operating procedures and processes necessary for conducting successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared common areas; security and safety procedures; and dispute resolution processes ("Operations Manual"). The Operations Manual is subject to written amendment by the Director throughout the term of this Agreement. A copy of the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this Agreement, and the most current master version of the document will be kept on file in the Director's office. ARTICLE XIV. MAINTENANCE OF CONCESSIONAIRE'S LEASED PREMISES A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in Exhibit "G," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to be conclusive evidence of its receipt of the Leased Premises in good order and repair. C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed in Exhibit G in good order and repair throughout the entire term of this Agreement. CONCESSIONAIRE further agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall not be faithfully and fully maintained by CONCESSIONAIRE in accordance with Exhibit G, CITY may enter the Leased Premises, without such entering causing or constituting a termination of this Agreement or any interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so charged in addition to the rentals, fees, and charges due and provided in this Agreement. D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris, or other litter in and upon the premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the premises, or other areas of the Airport, is forbidden. ARTICLE XV. RELOCATION DUTIES AND COSTS A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing or additional rental car facilities may temporarily or permanently be located or relocated in another part of the Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car concession operators, to develop a transition plan to be used in making the transition from the current rental car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use reasonable efforts to require that any transition plan for relocation not unduly and materially impact the competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY may require that such transition plan provide assurances that any individual rental car concession operator not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis (in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations at the Airport. City shall have the final decision regarding placement and removal of signs and structures. Page 20 of 33 CITY shall provide advance written notice to CONCESSIONAIRE regarding the date of relocation and identify whether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation. CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate, and CONCESSIONAIRE shall vacate the Leased Premises within 10 days. B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with providing replacement facilities that are, to the extent reasonably possible under the circumstances, reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and equipment; transfer and reconnection of CONCESSIONAIRE -provided utilities (such as Internet, cable, etc.); and other relocation costs not associated with the physical construction of the replacement facilities. If it is necessary to relocate CONCESSIONAIRE'S Leased Premises, or any part thereof, during the last six months of the term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations being available for such costs. ARTICLE XVI. UNTENANTABLE PREMISES A. If the Leased Premises (either at the terminal or QTA) are partially damaged by fire or other casualty, but not rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations of paragraph E of this article, provided however, that, if the damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred in such repair. B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60 days, the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the time of such damage and cease until such time as the assigned premises shall be restored and again made tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, the Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such repair. C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that they will remain untenantable for more than 60 days, the CITY shall be under no obligation to repair, replace, or reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid up to the time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within 12 months after the time of the damage or destruction the premises have not been repaired or reconstructed for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction. D. Notwithstanding paragraph C above, if the premises are completely destroyed as a result of the negligent or intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or sublessee, Concession Fees and other rents, fees, and charges payable under this Agreement shall not abate and CITY may, in its sole discretion, require CONCESSIONAIRE to reconstruct the premises and pay all costs therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction. E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event is CITY responsible for repair or replacement of CONCESSIONAIRE'S self -installed improvements, furniture, furnishings, equipment, or expendables. Page 21 of 33 F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part of them, be destroyed or damaged, they shall in all instances be repaired or replaced by CONCESSIONAIRE whether or not said damage or destruction is covered by insurance and provided that this Agreement has not been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE, and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally installed, furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair or replace such damaged or destroyed improvements subject to a schedule approved by CITY, or fails to redecorate or replace damaged or destroyed furniture, fixtures, furnishings, equipment, and expendables, and provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover from CONCESSIONAIRE the cost and expense of such repair or replacement. ARTICLE XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by, any duly authorized subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that, notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement, CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all terms, conditions, and covenants of this Agreement. B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in this Agreement may not be sublet, in whole or part, without the prior written approval of CITY, and CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the prior written consent of CITY'S City Council. CITY may not withhold its approval unreasonably. C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY -approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this Agreement unless so released in writing by CITY'S City Council. ARTICLE XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in effect immediately prior to the commencement of the holdover period; rentals shall be paid to CITY by CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then -current rents, fees and charges in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession Fee during any holdover period will remain as stated in this Agreement, with the MAG amount for each holdover month represented as 1/12'h of the Adjusted MAG from the fifth year of the Agreement, as established in Article V.) Any holdover by CONCESSIONAIRE without the express consent of the CITY, shall result in the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including in the calculation of the Concession Fee). B. The CITY may decide, but is not obligated to allow, CONCESSIONAIRE to holdover on the Leased Premises following the expiration of the term of this Agreement. In making its decision whether to allow such a holdover, the CITY may consider any circumstances impacting services and the Airport including, without limitation: 1. the benefits and costs to the CITY of permitting such a holdover; 2. the conditions under which a delay in placing the concession services out to bid may result in Tess or greater revenue to the CITY; Page 22 of 33 3. the potential loss of revenue that may result from any gap in the provision of rental car concession services for the traveling public at the Airport; 4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property, terminal building, parking areas, QTA, or rental car locations and any effect such improvements, renovations, or repairs may have on the concession services; 5. any potential disruption or adverse impact the holdover may have on the overall concession program at the Airport; and 6. the effect resulting from a denial of the opportunity to possibly add new rental car concession operators during any holdover. C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's offer, the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE, the CITY agrees not to enter into any new on -airport rental car concession agreement or arrangement during CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing within the 30 -day period following CITY'S offer, if any, of a holdover tenancy, the CONCESSIONAIRE shall be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or before the expiration date of the term of this Agreement. D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury whether such loss, damage, or injury may be contemplated or not at the time this Agreement is executed. It is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises, shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate possession following a required notice to terminate the holdover tenancy. E. Unless modified in writing and as deemed necessary by the CITY, CONCESSIONAIRE shall remain obligated during any holdover period to: 1. furnish a sufficient Concession bond and maintain adequate insurance coverage; 2. provide defense, indemnity, and liability protection to the CITY; and 3. provide security and environmental protections. F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon 30 days prior written notice to the other party. G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this Agreement, ownership of all improvements placed or constructed on the Leased Premises by CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement. H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal use and wear excepted. ARTICLE XIX. SUBORDINATION & RIGHT OF RECAPTURE A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal or State funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold Page 23 of 33 interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the Leased Premises recaptured from CONCESSIONAIRE under this provision shall result in a proportionate abatement of rent as of the date the recapture is effectuated. B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to do so for the Airport's development, improvement, or maintenance of the runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport Layout Plan. In the event of any such recapture, CITY and CONCESSIONAIRE shall execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any other fees and charges applicable solely to the affected Leased Premises. ARTICLE XX. NONDISCRIMINATION: AFFIRMATIVE ACTION A. Nondiscrimination - General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Leased Premises; (2) in the construction of any improvements on, over, or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) CONCESSIONAIRE will cause to the best of its ability the Leased Premises and improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in 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, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination - Business Owner. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements . C. Remedy for Breach. If CONCESSIONAIRE is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, CITY may immediately enforce the remedies directed by the court's decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and terminate this Agreement. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action. CONCESSIONAIRE will undertake any affirmative action program if required by 14 CFR Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from participation in or the receipt of the service or benefit of any program or activity covered by the subpart. CONCESSIONAIRE further understands that it will require its covered sub -organizations, if any, to provide assurances to CITY that they will also undertake any required affirmative action programs, if required, and require assurances from their sub -organizations, if required pursuant to 14 CFR Part 152, Subpart E. CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans with Disabilities (ADA), as it may be amended, with respect to the Leased Premises and its improvements . Page 24 of 33 ARTICLE XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS A. In addition to other provisions of federal law included in this document, the following provisions set out in this article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to comply in all manner and at all times during the pendency of this Agreement with the provisions of this article. Any reference to "Contractor" or "Lessee' included in this article also means and includes CONCESSIONAIRE. Any reference to "Contract" or "Lease" included in this article also means and includes this Agreement. Any reference to "Sponsor" means and includes the City of Corpus Christi. B. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination in Federally -assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); • • The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Page 25 of 33 • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). B. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the CONCESSIONAIRE for the period during which the property is owned, used or possessed by the CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. C. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. D. Compliance with Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, 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 will be notified by the Contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor Page 26 of 33 becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program. The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease and concession license for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re- enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had never been made or issued. 3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City of Corpus Christi will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will thereupon revert to and vest in and become the absolute property of the City of Corpus Christi and its assigns. F. Clauses for Construction/Use/Access to Real Property Acquired under the Activity, Facility or Program. The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport Improvement Program grant assurances: 1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed by or pursuant to the List of Discrimination Acts and Authorities. 2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. 3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus Christi and its assigns. G. Airport Concession Disadvantaged Business Enterprise (ACDBEI. This Agreement, along with the Concession and Lease established pursuant to it, is a revenue-producing contract awarded to CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons, and tenants at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and participation parameters pursuant to 49 CFR Part 23.53. Page'27 of 33 ARTICLE XXII. INSURANCE CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the term of this Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased Premises and facilities occupied by it or resulting from any accidents or incidents occurring on or about the roads, driveways, or other places used by CONCESSIONAIRE at the Airport in conducting its Concession operations pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in Exhibit "H," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its entirety. ARTICLE XXIII. INDEMNIFICATION A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. B. Notice of Claim or Action. Notwithstanding the above indemnifications, CONCESSIONAIRE must give the Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of CONCESSIONAIRE'S receiptof same. ARTICLE XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS Without limiting any other rights and remedies to which CONCESSIONAIRE may be entitled by common law, statutory law, or as elsewhere provided in this Agreement, this Agreement may be terminated by CONCESSIONAIRE upon 30 days prior written notice upon the occurrence of any of the following events: The City's permanent abandonment of the Airport; 2. The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts Page 28'of 33 the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days; 3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Leased Premises that continues for at least 180 days; or 4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and such failure to remedy the default continues for a period in excess of 60 days after receipt from CONCESSIONAIRE of written notice to remedy the same. ARTICLE XXV. CITY'S TERMINATION RIGHTS A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events: 1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors; 2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when due to CITY; 3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE fails to make payments when due to CITY; 4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its personal property, real property, or assets; 5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at the Airport for a period of 60 consecutive days, or CONCESSIONAIRE abandons its Leased Premises in the Terminal, QTA facility, or at the Airport for a period of 60 consecutive days; 6. If CONCESSIONAIRE fails to pay, when due, the Concession Fees, rental charges, or any other fees, charges, or payments of money required under this Agreement, or fails to perform any indemnity or other act which it is obligated to perform under this Agreement, and which is not cured within 10 days of written notice; 7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand; or 8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property or allows a final judgment to be filed against CITY pertaining to this Agreement. B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have 10 days within which to remove all trade fixtures and personal property installed in or upon the Leased Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10 - day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures and personal property at CONCESSIONAIRE'S expense and at no liability to CITY. ARTICLE XXVI. NOTICE OF TERMINATION If an event a material default occurs, and after due written notice identifying the default the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Agreement by providing written notice of termination to the defaulting party. Unless a different or longer period is provided elsewhere in this Agreement or the notice (any such different or longer period controlling), this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the postmark date of the notice. Page 29 of 33 ARTICLE XXVII. NOTICES - GENERAL A. Unless otherwise specified, all notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return receipt requested and sent by (2)(a) facsimile transmission, with proof of transmission or (2)(b) via any nationally recognized overnight courier service, with proof of mailing or (2)(c) by personal delivery, when delivered to the administrative office of the Airport, and (3) addressed as follows: When to CITY: Corpus Christi International Airport Attn: Director of Aviation 1000 International Drive Corpus Christi, TX 78406 Phone: (361) 289-0171 Fax: (361) 826-4551 When to CONCESSIONAIRE: The Hertz Corporation Attn: Stephen A. Blum 8501 Williams Road Estero, FL 33928 Phone: (239) 301-7794 Fax: n/a B. All notice periods begin on the third day after the date the notice is placed in the U.S. certified mail. The date of the certified mailing takes precedence and controls over the date of any other form of notice. C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either party may, following a phone discussion with the other party, reduce any terms or arrangements to a formal written notice and, if reduced to writing, such written communication (following a phone discussion) must be mailed and sent to the other party as set out in paragraph A above. Except for an email pursuant to Article X(A)(2), informal email communications shall not constitute written notice pursuant to this Agreement. ARTICLE XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHT TO AMEND A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting through the Airport and its Director, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport . If the effect of said agreement(s) with the United States, either under this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately without any further obligation on part of CITY to CONCESSIONAIRE. B. If the Federal Aviation Administration ("FAA"), or its successor agency, requires modifications or amendments to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements, CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased rents/fees/charges, change the use of the Leased Premises, or accept a relocation or reduction in size of the Leased Premises until CONCESSIONAIRE and CITY have fully executed an amendment to this Agreement that is mutually satisfactory to both parties regarding any terms or conditions of this Agreement affected by said actions of the FAA. ARTICLE XXIX. BUDGETARY APPROPRIATIONS By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the close of any fiscal year of CITY, which fiscal year ends on September 30 annually, is subject to budget approval and sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment therein) as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. ARTICLE XXX. FORCE MAJEURE A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented from performing any of its obligations under this Agreement by reason of force majeure. "Force Majeure" for Page 30 of 33 ' the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes, acts of God (to include severe inclement weather and sustained periods of rain), fire or other casualty, acts of the public enemy, terrorist acts, civil commotion, riots or interference by civil or military authorities, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The occurrence of the delay or failure to perform due to one of the foregoing events extends the period of performance until these exigencies have been removed. B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing, with sufficient proof of the force majeure event, within three business days. Failure to provide the written notice within the period stated shall expressly constitute a waiver of this right as a defense. ARTICLE XXXI. NO THIRD -PARTY BENEFIT No provision of this Agreement creates a third -party claim against CITY or CONCESSIONAIRE beyond that which may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person, including the public, as a third -party beneficiary, under any laws or otherwise. ARTICLE XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations under this Agreement that: (i) the parties have expressly agreed survive any such termination or expiration; (ii) remain to be performed; or (iii) by their nature would be intended to be applicable following the termination or expiration of this Agreement. ARTICLE XXXII!. WAIVER No delay of or omission in the exercise of any right, power, or remedy accruing to either party as a result of any breach or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default occurring before or after that waiver. ARTICLE XXXIV. AMENDMENT This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this Agreement, the Director shall exercise authority to issue any notices or other written communications required or permitted on behalf of CITY. ARTICLE XXXV. GOVERNING LAW This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, and venue shall be in Nueces County, Texas, where this Agreement was entered into, executed by the parties, and where performance of this Agreement shall take place. ARTICLE XXXVI. ORDER OF PRECEDENCE In the interpretation of this Agreement, or in the event of a dispute as to the meaning of any term, phrase, or language used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the exhibits; next, any executed amendments to this Agreement, along with their attachments, if any; next, the City's Page 31 of 33 issued RFP; next, any addendums issued to the RFP; next, the CONCESSIONAIRE'S submitted proposal in response to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City -issued addendums to the RFP. Any ambiguities between the documents that cannot be resolved by review of the documents in the order of precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by the parties. ARTICLE XXXVII. ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the parties with relation to the subject matter of this Agreement. There are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreements or arrangements of any kind. IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate in one or more counterparts, each counterpart of which shall be deemed an original and all of which together constitute but one and the same instrument. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Peter Zanoni City Secretary City Manager Date: Date: Approved as to legal form: Assistant City Attorney for Miles Risley, City Attorney CONCESSIONAIRE ,.e 'ertz Corpo .tio► d/b/a Hertz Printed Name: Stephen A. Blum Title: Senior Vice President, Real Estate and Facilities Date: August 1, 2019 ATTACHED AND INCORPORATED EXHIBITS: Exhibit A — Terminal Counters/Offices Exhibit B — Terminal Ready/Return Parking Lot Page 32 of 33 Exhibit C — Quick Turnaround Facility (QTA) Exhibit D -- QTA Office/Maintenance Areas Exhibit E — QTA Fuel/Wash Bay/Support Areas Exhibit F — Monthly Gross Revenues Statement Exhibit G — Maintenance Matrix Exhibit H — Insurance Requirements INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request) CITY'S REQUEST FOR PROPOSAL CONCESSIONAIRE'S PROPOSAL Page 33 of 33 COEN ©1MEP E I[ NTiOPJAL WORT — u � u n 71T.0u•' HALL ENTRANCE FOR OFFICES AND COUNTERS a . , e 489.00 SF (97.8 SF @ EACH R.A.C. SPACE) g r OFFICE 1OFFICE 2 OFFICE 3 OFFICE 4 OFFICE 5 156.52 SF 154.50 SF 1Ji2 iii 154.50 SF 152.31 SF 154.50 5F 1l --- I COUNTER 51 COUNTER 4 COUNTER 1 [OUNTER 2 1 COUNTER 3 185.34 SF 189.81 SF 187.31 SF 187.31 SF 187.31 SF [QUEUE SPACE 4 QUEUE SPACE 5 QUEUE SPACE 1 QUEUE SPACE [QUEUE SPACE 3I 153.00 SF 157.50 SF 155.78 SF 155.78 SF 155.78 SF HERTZ li - n c/ a^ 1'• 7 1 100 ISS 1 1/ a" 1S. 7 1/ R" 1 "' d 7/1,1" (OTE: ALI. JIIi SUREMENTS TO1)ETER>IINliTIIE AREA 01. EXCLUSIVE SPACE I.I1ASE I) SI IAIJ. RE FROM TI ll? INTERIOR RIOR OF T11E IEX ITRNAI. WAIJS AND IRON TI -11i CENTERLINE TO CEN -IE RLINE OF EACH IYIT•.RKOR (CALL OR IN n1E ABS( (IiOF INTERIOR\CAIJS, T111i POINT OF SAID CENTERLINE ICOUID BE 1.(x:AniD IF SUCH INTERIOR WALL IXI$T1iD. 1 2 3 4 L_ 5 Office/Counter/Queue Space/Hallway Office/Counter/Queue Space/Hallway Office/Counter/Queue Space/Hallway Office/Counter/Queue Space/Hallway Office/Counter/Queue Space/Hallway 601.63 SF 595.39 SF 595.39 SF 595.39 SF 588.45 SF Terminal - KEY PLAN The SITE CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by: CDG CC!A EXHIBIT A RENT -A -CAR TERMINAL COUNTERS Approved by: CARL GROSS Date: 07-15-2019 File Name: R -A -C LEASE Exhibit A Scale: NOT TO SCALE 711-0141 18 SLOTS 9 9 9 9 4 4 9 9 9 9! 11 SLOTS 11 SLOTS CC! 17 SLOTS mars eeeaeittl ttittE! CORPUS CHRISTI ORE N; N ATTIC ° d ARK — COMPANY LOGO PARKING SLOT NO. TEXT! mart - wno, mart -r tm - Vat CORNERS MUST HE ROUNDED A.. AVIS rgwget Heitz dollar. ENTERPRISE 72 ALAMO / NATIONAL 57 AVIS/BUDGET 42 HERTZ 48 DOLLARITHRIFTY 31 SIGN DETAILS SCALE 1d6 NUMBERED SPACES SITE PLAN TERMINAL CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by: COB File Name: EXHIBIT B TERMINAL RENT -A -CAR PARKING LOT RAC LEASE Exhibit D Approved by: CARL GROSS Date: 07-25-2019 Scale: NOT TO SCALE 12 14 16 10 13 15 17 18 CORPUS CHR[81 ORTERECONAL a0R?©©E ' — SITE PLAN KEY LEGEND 2 4 6 8 10 1 3 5 7 9 1 20 22 24 26 28 30 : 21 23 25 27 29 31 ,6 t , rw: LOADING -1 1 -. EMPLOYEE PARKING -1 :2 34 36 38 33 35 37 • The SIT PROPOSED RENT -A -CAR PARKING LOT SqFt. TBD SITE PLAN -QTA Site: 5.58 Acres .. I 242,956 SF 502 1 43 3 1 BUILDING 2 3 TOTAL LANE # 1-38 1-41 LANE # 12-20 21-26 27-31 32-38 Total Porking Copocity Total Employee Parking Loading Area Porking Lones TOTAL AREA Fuel Positions 12 Common 10,725 5F Cor Wosh Boy 3 Common 3,510 5F Mointenance Bay 5 (1 each) 4,060 5F Administralive 5 (1 each) 4,060 SF Support/Sloroge Common 2,470 SF 27,825 SF Porking Front Parking Lanes Reor Parking Lanes 80,954.25 SF 15,200.00 SF Company Market No. of Parking Shore Front Back Employee Enlerprlse 29.29% 121 24 13 Alamo/National 22.58% 99 18 10 Avis/Budget 16.51% 66 14 7 Dollor/Thrifty 12.36% 55 10 5 Hertz 19.26% 77 16 8 CC!A CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by: CDB EXHIBIT C QUICK TURNAROUND AREA (QTA) Consolidated Rental Car Approved by: FRED SEGUNDO Date: 07-15-2019 File Name: QTA LEASE Exhibit C Scale: NOT TO SCALE FUEL PC ,111imrl FUEL P6SITIONS P 4 C RIP J C]{ Q TD CC! A 0 0 FLOOR PLAN BUILDING DIMERNATIONAL AO MORI SITIONS 1 2 3 4 5 Enterprise Office/Maint. Alamo/National Office/Maint. Avis/Budget Office/Maint. Dollar/Thrifty Office/Maint. Hertz Office/Maint. CORPUS CHRISTI INTERNATIONAL AIRPORT EXHIBIT D QUICK TURNAROUND AREA (QTA) Consolidated Rental Car File Name: QTA LEASE Exhibit D ADMIN. MAINT. 850 SF 775 SF 850 SF 775 SF 850 SF 775 SF 850 SF 775 SF 850 SF 775 SF Prepared by: CDB Approved by: FRED SEGUNDO Date: 08-05-2019 Scale: NOT TO SCALE 0-- n 0 -- 0 - Exhibit E QTA Fuel/ Wash Bay/Support Areas CCM IOW N Z 0 H 0) 0 a -J W LL 0 0----- CAR WASH BAY 0 Z 0 —J LL TOTAL AREA V z_ 0 _ 5 m u_ N N N o c M C' O c E E o 0o O E M U 0 O a N LL O [a O 0 6 O n w 11 ID a > D SEGUNDO of 0 �- O Z w X LU m Z u CC!A COMPANY: RENTAL CAR MONTHLY REVENUE REPORT CITY OF CORPUS CHRISTI - AVIATION DEPARTMENT 1000 INTERNATIONAL BLVD. - ADMINISTRATION OFFICE ATTENTION: ACCOUNTS RECEIVABLE, CORPUS CHRISTI, TX 78406 Business Period: LOCATION: mm/yyyy) Exhibit F Gross Revenues: Time & Mileage Charges & Fees Recoupment of Airport Concession Fees Vehicle TTL/ Registration Recoupment Fees All Fuel Charges & Services (Prepay, Refuel, Service Charges, etc.) All Insurance Sales All Damage Waiver Charges (LDW, CDW, PDW, etc.) Other Vehicle Charges (One Way or inter -city Fees, Exchanges, Upgrades, etc.) Additional Equipment, Communication & Technology (car seats, racks, radios, phones, navigation, Wi-Fi, satellite, etc.) Misc & Other Optional Charges (Add'I Drivers, Cleaning, Towing, Frequent Flyer, GARS, Carbon Offset, etc.) Contracted Services with Other Airport Concessionaires, Users or Third Parties Customer Facility Charges (CFC's) Airport Security Fees Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages/Loss Operating Costs Recovered All Other Fees, Charges, Receipts, Revenue, Compensation not included above Total Gross Revenues: $ - (1) Allowable Exclusions: Customer Facility Charges (CFCs) Airport Security Fees Tickets/Fines/Towing Taxes on rental transactions, required by taxing authority Receipts/Compensation for Actual Damages allowed/Loss Customer Discounts at time of rental Total Allowable Exclusions: Gross Revenues After Allowable Exclusions [Line (1) less Line (2)] Concession fee: (Line (3) x 11%, or.11] Monthly Minimum Annual Guarantee: Has this month's MAG been paid prior to the submission of this report? Y/N Less: Applicable Minimum Payment (monthly MAG payment) if paid prior to report: Adjustments: Applicable credits, etc. (Explain below in Comments) $ - (2) $ - (3) $ - (4) $ Comments: Concession Fee due City with Report: (Line (4) less lines (5), (6)] Additional Information (Required) Total CFCs Collected for the month: Total Security Fees for the month: Total Rental Transactions for month: Total Rental Transaction Days for month: The undersigned hereby certifies that this report is a true, accurate and complete statement of Company's Gross Revenues and Allowable Exlusions in accordance with the terms on the Airport Rental Car Concession and Lease Agreement as amended, for the month reported. Prepared by (print): Manager Name (print): Prepared by Signature: Manager Signature Title: Title: Date Signed Date Signed **Please attach transaction information via Excel or .CSV format with this report to CCIA staff** Exhibit G DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE RAC PREFERENTIAL USE SPACE RAC COMMON USE Administrative Support and Office Maintnenance Bay Fuel Position Car Wash Bay Stoirage 1. Air Conditioning a. Maintenance C N/A N/A N/A C b. Operation C N/A N/A N/A C c. Distribution C N/A N/A N/A C 2. Heating a. Maintenance C C N/A C C b. Operation C C N/A C C c. Distribution C C N/A C C 3. Lighting a. Bulb & Tube Replacement C C C C C b. Maintenance C C C C C 4. Electrical Maintenance C C C C C 5. Water a. Distribution C C C C N/A b. Fixtures C C C C N/A 6. Sewage a. Distribution N/A C C C C b. Fixtures N/A C C C C 7. Maintenance a. Other than Structure R R C C C b. Structure C C C C C c. Exterior C C C C C 8. Custodial Service a. Restroom C N/A C C C b. Office/Kitchen R N/A N/A N/A N/A c. Work Area N/A R R R R 9. Window Cleaning a. Exterior C C N/A N/A N/A b. Interior C R N/A N/A N/A NOTES: R - RAC, C - CITY, N/A - NOT APPLICABLE. NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE GUIDED BY THE LEASE DOCUMENT. EXHIBIT H INSURANCE REQUIREMENTS I. CONCESSIONAIRE'S LIABILITY INSURANCE A. Concessionaire must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Concessionaire must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Concessionaire must furnish to the City's Risk Manager and Contract Administrator one (1) copy 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 by endorsement, where their interest may appear for liabilities arising in whole or in part by the conduct of the Concessionaire, for the General Liability. Additionally, a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 l.0 -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 $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence PROPERTY INSURANCE Contractor, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. hi the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Concessionaire 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas. B. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Concessionaire'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. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Concessionaire 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 insured's by endorsement where their interest may appear for liabilities related to the operations and activities arising in whole or in part by the Concessionaire, with the exception of the workers' compensation and crime policies. • 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 ten (10) 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. Prior to any cancellation, non -renewal, material change or termination of coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Concessionaire'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 Concessionaire'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 Concessionaire to stop work hereunder, and/or withhold any payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire may be held responsible for payments of damages to persons or property resulting from Concessionaire's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Concessionaire'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. 2018 Insurance Requirements Legal Dept. — Aviation Rental Car Concession and Lease Agreement 07/20/2018 sw Risk Management Revised 07/24/2018; 05/01/2019 RFP No. 1815 - ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT KIM BAKER Proposal Evaluation p ALAMO / NATIONAL AVIS / BUDGET DOLLAR / THRIFTY ENTERPRISE HERTZ Minimum Qualifications Required 5 years in Business PASS PASS PASS PASS PASS No outstanding lawsuits during last 5 years or current litigation with the City during last 5 years No outstanding regulatory issues last 5 years References Provided for firm Technical Proposal Technical Proposal (20 points) 16 17 16 17 16 Firms' Experience Experience in operating rental car concessions at airports; Past Performance and Reference Checks. References Provided for firm Pricing Pricing (80 points) 62 45 34 80 53 Total 78 62 49 97 69 RFP No. 1815 - ON -AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT Pricing HERTZ COMPANIES FAN HOLDINGS COMPANIES $ 1,375,864.00 Firm Name Total 1 . ALAMO / NATIONAL $ 310,652.00 62 77% 2 AVIS / BUDGET $ 227,160.00 45 56% 3 DOLLAR / THRIFTY $ 170,000.00 34 42% 4 ENTERPRISE $ 403,052.00 80 100% 5 HERTZ $ 265,000.00 53 66% HERTZ COMPANIES FAN HOLDINGS COMPANIES $ 1,375,864.00 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting September 17, 2019 Second Reading Ordinance for the City Council Meeting September 24, 2019 DATE: September 17, 2019 TO: Peter Zanoni, City Manager FROM: Kim Baker, Director of Contracts and Procurement Kimb2@cctexas.com (361) 826.3169 Appropriation of Increased Revenue at the City's Warehouse CAPTION: Ordinance amending and increasing Fiscal Year 2019 revenue and expenditure appropriations in the Stores Fund by $1,200,000.00 each - from $2,800,000 to $4,000,000 - for increased purchases of merchandise in the City's Warehouse. SUMMARY: The City's Warehouse has shown increased sales in Fiscal Year (FY) 2019. In order to be able to purchase increased merchandise to sell through the remainder of the fiscal year, the projected increase in revenue is being appropriated to cover the projected increases in expenses. BACKGROUND AND FINDINGS: The Warehouse staff have continued to increase their sales to various City Departments in FY 2019. Departments continue to find it efficient and cost effective to utilize this central Warehouse for items they commonly use to perform their daily operations. The Warehouse staff purchase these commonly used items in bulk and stores them for use in the warehouse. The items are purchased under the Stores Fund under the cost of goods sold line item. Once an item is sold the revenue coming in from the departments purchasing the items replenishes the money spent. Due to this increase in sales, staff projects that both revenues and expenses will exceed the amounts budgeted for the fiscal year. Even though these increases do not adversely affect the fund balance in the Stores Fund, this amendment is needed to stay incompliance with accounting principles. ALTERNATIVES: There are no alternatives as the City Charter requires that expenditures cannot exceed revenues. FISCAL IMPACT: There will be an increase to the Stores FY 2019 cost of goods sold budget of $1,200,000.00; however, the increased appropriations will be offset by the increased revenue. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 5010 - Stores 400000 — Warehouse Stores 185 n/a 520210 — Cost of goods sold RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending and increasing Fiscal Year 2019 revenue and expenditure appropriations in the Stores Fund by $1,200,000.00 each - from $2,800,000 to $4,000,000 - for increased purchases of merchandise in the City's Warehouse. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Estimated increased revenues in the amount of $1,200,000.00 are appropriated in the No. 5010 Stores Fund to cover projected increased expenses in the City's warehouse related to the cost of Warehouse merchandise sold. SECTION 2. Ordinance No. 031548, which adopted the FY 2018-2019 Operating Budget, is amended by increasing revenues and expenditures by $1,200,000.00 each. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED this day of , 2019. Page 1 of 2 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Page 2 of 2